-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SP7zRHaFdLmp2K8nuAybvho79DTrFV3zdsiZ8JkXjhXR87iee1qX1sNSFynACs0+ 3SPgZkpYzJrOAnpqUbimMQ== 0000950116-02-001493.txt : 20020702 0000950116-02-001493.hdr.sgml : 20020702 20020702171437 ACCESSION NUMBER: 0000950116-02-001493 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020702 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOLL BROTHERS INC CENTRAL INDEX KEY: 0000794170 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 232416878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09186 FILM NUMBER: 02695350 BUSINESS ADDRESS: STREET 1: 3103 PHILMONT AVE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 BUSINESS PHONE: 2159388000 MAIL ADDRESS: STREET 1: 3103 PHILMONT AVENUE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 8-K 1 eightk.txt EIGHTK.TXT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 2, 2002 ---------------- Toll Brothers, Inc. ----------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 001-09186 23-2416878 - ----------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 3103 Philmont Avenue, Huntingdon Valley, PA 19006 ----------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 938-8000 -------------------------- Item 5. Other Events. Stock Split The Registrant's Board of Directors declared a two-for-one split of its common stock in the form of a stock dividend to stockholders of record on March 14, 2002. The additional shares of common stock were distributed on March 28, 2002. All share and per share amounts presented in exhibit 11 and exhibit 99.1 of this Current Report on Form 8-K have been restated to reflect this split. Adoption of Statement of Accounting Standards No. 142 -"Goodwill and Other Intangible Asset"("SFAS 142") SFAS 142 provides guidance on accounting for certain intangibles and eliminates the amortization of goodwill and certain intangible assets. Intangible assets, including goodwill, that are not subject to amortization are required to be tested for impairment and possible write-down on an annual basis. The Registrant adopted SFAS 142 on November 1, 2001, the first day of our 2002 fiscal year. The Registrant had $8.9 million of goodwill at November 1, 2001. The adoption of SFAS 142 did not have a material impact on the Registrant's financial statements. Exhibit 99.1 of this Current Report on Form 8-K provides additional information relating to earnings and earnings per share had SFAS 142 been adopted on November 1, 1996 and had the Company not amortized goodwill in each of the periods presented. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c). Exhibits. The following Exhibits are filed as part of this Current Report on Form 8-K: Exhibit No. Item - ---- ---- 11* Statement re computation of per share earnings 99.1* Transitional disclosure required by Statement of Financial Accounting Standards No. 142 * Filed electronically herewith. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TOLL BROTHERS, INC. Dated: July 2, 2002 By: /s/ Joseph R. Sicree ------------------------ Joseph R. Sicree Vice President Exhibit Index --------------------------- The following Exhibits are filed as part of this Current Report on Form 8-K: Exhibit No. Item - ------- ---- 11* Statement re computation of per share earnings 99.1* Transitional disclosure required by Statement of Financial Accounting Standards No. 142 * Filed electronically herewith. EX-11 3 exh11.txt EXH11.TXT Exhibit 11 Statement re computation of per share earnings (amounts in thousands except per share amounts)
Six months ended Year ended October 31, April 30, 1997 1998 1999 2000 2001 2001 2002 Basic weighted average shares 68,254 72,965 73,378 72,537 71,670 72,591 70,425 Common stock equivalents 1,581 2,874 1,493 2,288 5,697 6,105 4,816 Convertible subordinated notes 4,690 882 Diluted weighted average shares 74,525 76,721 74,872 74,825 77,367 78,697 75,241 Income before Extraordinary loss $67,847 $85,819 $103,027 $145,943 $213,673 $85,703 $97,004 Add-back interest on Convertible debt 1,512 315 Income before extraordinary Loss used for the Computation of diluted Earnings per share $69,359 $86,134 $103,027 $145,943 $213,673 $85,703 $97,004 Earnings per share Basic $0.99 $1.18 $1.40 $2.01 $2.98 $1.18 $1.38 Diluted $0.93 $1.12 $1.38 $1.95 $2.76 $1.09 $1.29 Net income $65,075 $84,704 $101,566 $145,943 $213,673 $85,703 $97,004 Add-back interest on Convertible debt 1,512 315 Net income used for the computation of diluted earnings per share $66,587 $85,019 $101,566 $145,943 $213,673 $85,703 $97,004 Earnings per share Basic $0.95 $1.16 $1.38 $2.01 $2.98 $1.18 $1.38 Diluted $0.89 $1.11 $1.36 $1.95 $2.76 $1.09 $1.29
EX-99 4 exh99-1.txt EXH99-1.TXT Exhibit 99.1 Transitional Disclosures Relating to the Adoption of Statement of Financial Accounting Standards No. 142 (amounts in thousands except per share amounts)
Six months ended Year ended October 31, April 30, 1997 1998 1999 2000 2001 2001 2002 Income before income taxes and extraordinary item As reported $107,646 $134,293 $162,750 $230,966 $ 337,889 $135,546 $152,810 Amortization of goodwill - 143 1,246 1,800 1,823 840 Adjusted $107,646 $134,436 $163,996 $232,766 $339,712 $136,386 $152,810 Income before extraordinary loss As reported $ 67,847 $ 85,819 $103,027 $145,943 $ 213,673 $ 85,703 $97,004 Amortization of goodwill - 90 786 1,135 1,149 531 Adjusted $ 67,847 $ 85,909 $103,813 $147,078 $ 214,822 $ 86,234 $ 97,004 Net income As reported $65,075 $84,704 $101,566 $145,943 $213,673 $85,703 $ 97,004 Amortization of goodwill - 90 786 1,135 1,149 531 Adjusted $65,075 $84,794 $102,352 $147,078 $214,822 $86,234 $ 97,004 BASIC EARNINGS PER SHARE Income before extraordinary loss As reported $ 0.99 $1.18 $1.40 $2.01 $ 2.98 $1.18 $1.38 Adjusted $ 0.99 $1.18 $1.41 $2.03 $ 3.00 $1.19 $1.38 Net income As reported $0.95 $1.16 $1.38 $2.01 $2.98 $1.18 $1.38 Adjusted $0.95 $1.16 $1.39 $2.03 $3.00 $1.19 $1.38 Weighted average shares outstanding 68,254 72,965 73,378 72,537 71,670 72,591 70,425 DILUTED EARNINGS PER SHARE Income before extraordinary loss As reported $0.93 $1.12 $1.38 $1.95 $2.76 $1.09 $1.29 Adjusted $0.93 $1.12 $1.39 $1.97 $2.78 $1.10 $1.29 Net income As reported $0.89 $1.11 $1.36 $1.95 $2.76 $1.09 $1.29 Adjusted $0.89 $1.11 $1.37 $1.97 $2.78 $1.10 $1.29 Weighted average shares outstanding 74,525 76,721 74,872 74,825 77,367 78,697 75,241
-----END PRIVACY-ENHANCED MESSAGE-----