Supplemental Guarantor Information (Tables)

3 Months Ended

Jan. 31, 2019

Supplemental Guarantor Information [Abstract]

Senior Notes issued by Subsidiary Issuer [Table Text Block]

At January 31, 2019, our 100%-owned subsidiary, Toll Brothers Finance Corp. (the “Subsidiary Issuer”), has issued the following outstanding Senior Notes (amounts in thousands):

	Original amount issued and amount outstanding
6.75% Senior Notes due November 1, 2019	$	250,000
5.875% Senior Notes due February 15, 2022	$	419,876
4.375% Senior Notes due April 15, 2023	$	400,000
5.625% Senior Notes due January 15, 2024	$	250,000
4.875% Senior Notes due November 15, 2025	$	350,000
4.875% Senior Notes due March 15, 2027	$	450,000
4.350% Senior Notes due February 15, 2028	$	400,000

Supplemental Consolidated Financial Information

Supplemental consolidating financial information of Toll Brothers, Inc., the Subsidiary Issuer, the Guarantor Subsidiaries, the Nonguarantor Subsidiaries, and the eliminations to arrive at Toll Brothers, Inc. on a consolidated basis is presented below ($ amounts in thousands).

Condensed Consolidating Balance Sheet at January 31, 2019:

	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries	Nonguarantor Subsidiaries	Eliminations		Consolidated
ASSETS
Cash and cash equivalents	—		—		624,608	177,126	—		801,734
Inventory					7,620,115	94,528			7,714,643
Property, construction and office equipment, net					278,238	16,420			294,658
Receivables, prepaid expenses and other assets	7				280,959	427,713	(99,015	)	609,664
Mortgage loans held for sale						88,840			88,840
Customer deposits held in escrow					98,842	1,192			100,034
Investments in unconsolidated entities					46,141	363,233			409,374
Investments in and advances to consolidated entities	4,821,141		2,570,824		111,740	147,518	(7,651,223	)	—
Income taxes receivable	16,907								16,907
	4,838,055		2,570,824		9,060,643	1,316,570	(7,750,238	)	10,035,854
LIABILITIES AND EQUITY
Liabilities
Loans payable					998,682	1,785			1,000,467
Senior notes			2,511,932						2,511,932
Mortgage company loan facility						74,135			74,135
Customer deposits					401,283	5,072			406,355
Accounts payable					301,450	592			302,042
Accrued expenses	507		41,051		513,617	427,268	(102,709	)	879,734
Advances from consolidated entities					1,136,528	446,420	(1,582,948	)	—
Total liabilities	507		2,552,983		3,351,560	955,272	(1,685,657	)	5,174,665
Equity
Stockholders’ equity
Common stock	1,779				48	3,006	(3,054	)	1,779
Additional paid-in capital	717,405		49,400			113,734	(163,134	)	717,405
Retained earnings (deficit)	5,257,237		(31,559	)	5,709,035	202,931	(5,898,393	)	5,239,251
Treasury stock, at cost	(1,139,623	)							(1,139,623	)
Accumulated other comprehensive income	750								750
Total stockholders’ equity	4,837,548		17,841		5,709,083	319,671	(6,064,581	)	4,819,562
Noncontrolling interest						41,627			41,627
Total equity	4,837,548		17,841		5,709,083	361,298	(6,064,581	)	4,861,189
	4,838,055		2,570,824		9,060,643	1,316,570	(7,750,238	)	10,035,854

Condensed Consolidating Balance Sheet at October 31, 2018:

	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries	Nonguarantor Subsidiaries	Eliminations		Consolidated
ASSETS
Cash and cash equivalents	—		—		1,011,863	170,332	—		1,182,195
Inventory					7,493,205	105,014			7,598,219
Property, construction and office equipment, net					169,265	24,016			193,281
Receivables, prepaid expenses and other assets					291,299	392,559	(133,080	)	550,778
Mortgage loans held for sale						170,731			170,731
Customer deposits held in escrow					116,332	1,241			117,573
Investments in unconsolidated entities					44,329	387,484			431,813
Investments in and advances to consolidated entities	4,791,629		2,916,557		91,740	126,872	(7,926,798	)	—
	4,791,629		2,916,557		9,218,033	1,378,249	(8,059,878	)	10,244,590
LIABILITIES AND EQUITY
Liabilities
Loans payable					686,801				686,801
Senior notes			2,861,375						2,861,375
Mortgage company loan facility						150,000			150,000
Customer deposits					405,318	5,546			410,864
Accounts payable					361,655	443			362,098
Accrued expenses	471		37,341		600,907	462,128	(127,266	)	973,581
Advances from consolidated entities					1,551,196	476,040	(2,027,236	)	—
Income taxes payable	30,959								30,959
Total liabilities	31,430		2,898,716		3,605,877	1,094,157	(2,154,502	)	5,475,678
Equity
Stockholders’ equity
Common stock	1,779				48	3,006	(3,054	)	1,779
Additional paid-in capital	727,053		49,400			93,734	(143,134	)	727,053
Retained earnings (deficit)	5,161,551		(31,559	)	5,612,108	178,639	(5,759,188	)	5,161,551
Treasury stock, at cost	(1,130,878	)							(1,130,878	)
Accumulated other comprehensive income	694								694
Total stockholders’ equity	4,760,199		17,841		5,612,156	275,379	(5,905,376	)	4,760,199
Noncontrolling interest						8,713			8,713
Total equity	4,760,199		17,841		5,612,156	284,092	(5,905,376	)	4,768,912
	4,791,629		2,916,557		9,218,033	1,378,249	(8,059,878	)	10,244,590

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three months ended January 31, 2019:

	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Nonguarantor Subsidiaries		Eliminations		Consolidated
Revenues:
Home sales					1,292,196		27,112				1,319,308
Land sales and other					15,333		73,315		(44,775	)	43,873
	—		—		1,307,529		100,427		(44,775	)	1,363,181
Cost of revenues:
Home sales					1,020,895		21,350				1,042,245
Land sales and other					4,138		45,891		(15,776	)	34,253
	—		—		1,025,033		67,241		(15,776	)	1,076,498
Selling, general and administrative	390		733		169,917		18,753		(27,555	)	162,238
Income (loss) from operations	(390	)	(733	)	112,579		14,433		(1,444	)	124,445
Other:
Income from unconsolidated entities					5,387		753				6,140
Other income – net					5,497		13,231		2,133		20,861
Intercompany interest income			34,121		527		1,505		(36,153	)	—
Interest expense			(33,388	)	(1,505	)	(571	)	35,464		—
Income from subsidiaries	151,836				29,352				(181,188	)	—
Income before income taxes	151,446		—		151,837		29,351		(181,188	)	151,446
Income tax provision	39,396				39,497		7,635		(47,132	)	39,396
Net income	112,050		—		112,340		21,716		(134,056	)	112,050
Other comprehensive income	56										56
Total comprehensive income	112,106		—		112,340		21,716		(134,056	)	112,106

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three months ended January 31, 2018:

	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Nonguarantor Subsidiaries		Eliminations		Consolidated
Revenues					1,115,354		104,114		(44,000	)	1,175,468
Cost of revenues					874,808		77,487		(17,815	)	934,480
Selling, general and administrative	18		840		162,079		20,173		(25,843	)	157,267
	18		840		1,036,887		97,660		(43,658	)	1,091,747
Income (loss) from operations	(18	)	(840	)	78,467		6,454		(342	)	83,721
Other:
Income from unconsolidated entities					5,132		33,748				38,880
Other income – net					5,885		1,044		2,068		8,997
Intercompany interest income			32,695				1,023		(33,718	)	—
Interest expense			(31,855	)	(1,023	)	(368	)	33,246		—
Income from subsidiaries	131,616				41,901				(173,517	)	—
Income (loss) before income taxes	131,598		—		130,362		41,901		(172,263	)	131,598
Income tax provision (benefit)	(509	)			(12,529	)	11,861		668		(509	)
Net income (loss)	132,107		—		142,891		30,040		(172,931	)	132,107
Other comprehensive income	171										171
Total comprehensive income (loss)	132,278		—		142,891		30,040		(172,931	)	132,278

Condensed Consolidating Statement of Cash Flows for the three months ended January 31, 2019:

	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Nonguarantor Subsidiaries		Eliminations		Consolidated
Net cash (used in) provided by operating activities	(33,260	)	4,268		(207,541	)	60,699		(9,391	)	(185,225	)
Cash flow provided by (used in) investing activities:
Purchase of property and equipment - net					(19,707	)	131				(19,576	)
Investments in unconsolidated entities					(2,235	)	(14,970	)			(17,205	)
Return of investments in unconsolidated entities							42,677				42,677
Investment in foreclosed real estate and distressed loans							(130	)			(130	)
Return of investments in foreclosed real estate and distressed loans							482				482
Proceeds from sale of golf club property							18,220				18,220
Investment paid - intercompany					(20,000	)			20,000		—
Intercompany advances	76,603		345,732						(422,335	)	—
Net cash provided by (used in) investing activities	76,603		345,732		(41,942	)	46,410		(402,335	)	24,468
Cash flow provided by (used in) financing activities:
Proceeds from loans payable					300,000		509,506				809,506
Debt issuance costs for loans payable					(2,058	)					(2,058	)
Principal payments of loans payable					(48,222	)	(585,371	)			(633,593	)
Redemption of senior notes			(350,000	)							(350,000	)
Proceeds from stock-based benefit plans, net	(1,831	)									(1,831	)
Purchase of treasury stock	(25,143	)									(25,143	)
Dividends paid	(16,369	)									(16,369	)
Investment received - intercompany							20,000		(20,000	)	—
Intercompany advances					(387,492	)	(44,234	)	431,726		—
Net cash (used in) provided by financing activities	(43,343	)	(350,000	)	(137,772	)	(100,099	)	411,726		(219,488	)
Net (decrease) increase in cash, cash equivalents, and restricted cash	—		—		(387,255	)	7,010		—		(380,245	)
Cash, cash equivalents, and restricted cash, beginning of period	—		—		1,011,867		171,072		—		1,182,939
Cash and cash equivalents, end of period	—		—		624,612		178,082		—		802,694

Condensed Consolidating Statement of Cash Flows for the three months ended January 31, 2018:

	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Nonguarantor Subsidiaries		Eliminations		Consolidated
Net cash (used in) provided by operating activities	(67,018	)	1,894		(361,168	)	99,347		(2,879	)	(329,824	)
Cash flow provided by (used in) investing activities:
Purchase of property and equipment — net					(741	)	(953	)			(1,694	)
Investments in unconsolidated entities					(1,158	)	(3,264	)			(4,422	)
Return of investments in unconsolidated entities					14,550		21,703				36,253
Investment in foreclosed real estate and distressed loans							(92	)			(92	)
Return of investments in foreclosed real estate and distressed loans							1,505				1,505
Intercompany advances	271,988		(398,484	)					126,496		—
Net cash provided by (used in) investing activities	271,988		(398,484	)	12,651		18,899		126,496		31,550
Cash flow provided by (used in) financing activities:
Proceeds from issuance of senior notes			400,000								400,000
Debt issuance costs for senior notes			(3,410	)							(3,410	)
Proceeds from loans payable					350,000		239,819				589,819
Principal payments of loans payable					(366,120	)	(321,620	)			(687,740	)
Proceeds from stock-based benefit plans, net	7,580										7,580
Purchase of treasury stock	(200,257	)									(200,257	)
Dividends paid	(12,293	)									(12,293	)
Intercompany advances					176,261		(52,644	)	(123,617	)	—
Net cash provided by (used in) financing activities	(204,970	)	396,590		160,141		(134,445	)	(123,617	)	93,699
Net increase in cash, cash equivalents, and restricted cash	—		—		(188,376	)	(16,199	)	—		(204,575	)
Cash, cash equivalents, and restricted cash, beginning of period	—		—		534,704		180,607		—		715,311
Cash, cash equivalents, and restricted cash, end of period	—		—		346,328		164,408		—		510,736