Toll Brothers, Inc 10-Q for FY2023 Q1
Toll Brothers, Inc. (TOL)
10-Q
2023-03-02
For: 2023-01-31
View Original
Added on
April 07, 2026
About this 10-Q
Toll Brothers, Inc filed this 10-Q on March 2, 2023, covering the quarter ended January 31, 2023 (FY2023 Q1).
Headline figures
Quarter ended January 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.78B
- down 0.6% from $1.79B a year earlier
- Net income
- $191.53M
- up 26.1% from net income of $151.9M a year earlier
- Diluted EPS
- $1.70
- up 37.1% from $1.24 a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||||||||
For the quarterly period ended January 31, 2023
or
| Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||||||||
For the transition period from to
Commission file number 001-09186
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(215 ) 938-8000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | |||||||||||||
| Smaller reporting company | Emerging growth company | ||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
At February 28, 2023, there were approximately 110,733,000 shares of Common Stock, par value $0.01 per share, outstanding.
TOLL BROTHERS, INC.
TABLE OF CONTENTS
| Page No. | |||||
STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information included in this report or in other materials we have filed or will file with the Securities and Exchange Commission (“SEC”) (as well as information included in oral statements or other written statements made or to be made by us) contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). One can identify these statements by the fact that they do not relate to matters of a strictly historical or factual nature and generally discuss or relate to future events. These statements contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “can,” “could,” “might,” “should,” “likely”, “will” and other words or phrases of similar meaning. Such statements may include, but are not limited to, information and statements regarding: expectations regarding interest rates and inflation; the markets in which we operate or may operate; our strategic objectives and priorities; our land acquisition, land development and capital allocation plans and priorities; housing market conditions; demand for our homes; anticipated operating results and guidance; home deliveries; financial resources and condition; changes in revenues, in profitability and in margins; changes in accounting treatment; cost of revenues, including expected labor and material costs; availability of labor and materials; selling, general, and administrative expenses; interest expense; inventory write-downs; home warranty and construction defect claims; unrecognized tax benefits; anticipated tax refunds; sales paces and prices; effects of home buyer cancellations; growth and expansion; joint ventures in which we are involved; anticipated results from our investments in unconsolidated entities; our ability to acquire or dispose of land and pursue real estate opportunities; our ability to gain approvals to develop land, open new communities and deliver homes; our ability to market, construct and sell homes and properties; the rate at which we deliver homes from backlog; our ability to secure materials and subcontractors; our ability to produce the liquidity and capital necessary to conduct normal business operations or to expand and take advantage of opportunities; and the outcome of legal proceedings, investigations, and claims.
From time to time, forward-looking statements also are included in other reports on Forms 10-K, 10-Q, and 8-K; in press releases; in presentations; on our website; and in other materials released to the public. Any or all of the forward-looking statements included in this report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements. This can occur as a result of incorrect assumptions or as a consequence of known or unknown risks and uncertainties. Therefore, we caution you not to place undue reliance on our forward-looking statements. The major risks and uncertainties – and assumptions that are made – that affect our business and may cause actual results to differ from these forward-looking statements include, but are not limited to:
•the effect of general economic conditions, including employment rates, housing starts, interest rate levels, home affordability, inflation, consumer sentiment, availability of financing for home mortgages and strength of the U.S. dollar;
•market demand for our products, which is related to the strength of the various U.S. business segments and U.S. and international economic conditions;
•the availability of desirable and reasonably priced land and our ability to control, purchase, hold and develop such land;
•access to adequate capital on acceptable terms;
•geographic concentration of our operations;
•levels of competition;
•the price and availability of lumber, other raw materials, home components;
•the impact of labor shortages, including on our subcontractors, supply chain and municipalities;
•the effect of U.S. trade policies, including the imposition of tariffs and duties on home building products and retaliatory measures taken by other countries;
•the effects of weather and the risk of loss from earthquakes, volcanoes, fires, floods, droughts, windstorms, hurricanes, pest infestations and other natural disasters, and the risk of delays, reduced consumer demand, and shortages and price increases in labor or materials associated with such natural disasters;
•risks arising from acts of war, terrorism or outbreaks of contagious diseases, such as COVID-19;
•federal and state tax policies;
•transportation costs;
•the effect of land use, environmental and other governmental laws and regulations;
•legal proceedings or disputes and the adequacy of reserves;
•risks relating to any unforeseen changes to or effects on liabilities, future capital expenditures, revenues, expenses, earnings, indebtedness, financial condition, losses and future prospects;
•the effect of potential loss of key management personnel;
•changes in accounting principles; and
•risks related to unauthorized access to our computer systems, theft of our and our homebuyers’ confidential information or other forms of cyber-attack.
Many of the factors mentioned above, elsewhere in this report or in other reports or public statements made by us will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements.
Forward-looking statements speak only as of the date they are made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.
For a further discussion of factors that we believe could cause our actual results to differ materially from expected and historical results, see “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K filed with the SEC and in this report.
When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Toll Brothers, Inc. and its subsidiaries, unless the context otherwise requires. References herein to fiscal year refer to our fiscal years ended or ending October 31.
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TOLL BROTHERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
| January 31, 2023 | October 31, 2022 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Inventory (1) | |||||||||||
| Property, construction, and office equipment – net | |||||||||||
| Receivables, prepaid expenses, and other assets | |||||||||||
| Mortgage loans held for sale – at fair value | |||||||||||
| Customer deposits held in escrow | |||||||||||
Investments in unconsolidated entities (1) | |||||||||||
| $ | $ | ||||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Liabilities | |||||||||||
| Loans payable | $ | $ | |||||||||
| Senior notes | |||||||||||
| Mortgage company loan facility | |||||||||||
| Customer deposits | |||||||||||
| Accounts payable | |||||||||||
| Accrued expenses | |||||||||||
| Income taxes payable | |||||||||||
| Total liabilities | |||||||||||
| Equity | |||||||||||
| Stockholders’ equity | |||||||||||
| Preferred stock, none issued | |||||||||||
| Common stock, 127,937 shares issued at January 31, 2023 and October 31, 2022 | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Treasury stock, at cost — 17,165 and 18,312 shares at January 31, 2023 and October 31, 2022, respectively | ( | ( | |||||||||
| Accumulated other comprehensive income ("AOCI") | |||||||||||
| Total stockholders’ equity | |||||||||||
| Noncontrolling interest | |||||||||||
| Total equity | |||||||||||
| $ | $ | ||||||||||
(1) As of January 31, 2023 and October 31, 2022, inventory or investments in unconsolidated entities include $91.3 million and $81.3 million, respectively, of assets related to consolidated variable interest entities (“VIEs”). See Note 3, “Investments in Unconsolidated Entities” for additional information regarding VIEs.
See accompanying notes.
2
TOLL BROTHERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Amounts in thousands, except per share data)
(Unaudited)
| Three months ended January 31, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Home sales | $ | $ | |||||||||||||||||||||
| Land sales and other | |||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||
| Home sales | |||||||||||||||||||||||
| Land sales and other | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Other: | |||||||||||||||||||||||
| (Loss) income from unconsolidated entities | ( | ||||||||||||||||||||||
| Other income – net | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax provision | |||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Other comprehensive (loss) income – net of tax | ( | ||||||||||||||||||||||
| Total comprehensive income | $ | $ | |||||||||||||||||||||
| Per share: | |||||||||||||||||||||||
| Basic earnings | $ | $ | |||||||||||||||||||||
| Diluted earnings | $ | $ | |||||||||||||||||||||
| Weighted-average number of shares: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes.
3
TOLL BROTHERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in thousands)
(Unaudited)
For the three months ended January 31, 2023 and 2022:
| Common Stock | Addi- tional Paid-in Capital | Retained Earnings | Treasury Stock | AOCI | Non-controlling Interest | Total Equity | |||||||||||||||||||||||||||||||||||
| Balance, October 31, 2022 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
Purchase of treasury stock | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Exercise of stock options, stock based compensation issuances, and employee stock purchase plan issuances | ( | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||
Dividends declared | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Loss attributable to non-controlling interest | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance, January 31, 2023 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Balance, October 31, 2021 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
Purchase of treasury stock | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Exercise of stock options, stock based compensation issuances, and employee stock purchase plan issuances | ( | ( | |||||||||||||||||||||||||||||||||||||||
Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||
Dividends declared | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||
| Income attributable to non-controlling interest | |||||||||||||||||||||||||||||||||||||||||
| Capital contributions – net | |||||||||||||||||||||||||||||||||||||||||
| Balance, January 31, 2022 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||
See accompanying notes.
4
TOLL BROTHERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
| Three months ended January 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash flow used in operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Loss (income) from unconsolidated entities | ( | ||||||||||
| Distributions of earnings from unconsolidated entities | |||||||||||
| Deferred tax provision | |||||||||||
| Inventory impairments and write-offs | |||||||||||
| Land impairments | |||||||||||
| Other | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Inventory | ( | ( | |||||||||
| Origination of mortgage loans | ( | ( | |||||||||
| Sale of mortgage loans | |||||||||||
| Receivables, prepaid expenses, and other assets | ( | ||||||||||
| Current income taxes – net | ( | ( | |||||||||
| Customer deposits – net | ( | ||||||||||
| Accounts payable and accrued expenses | ( | ( | |||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Cash flow used in investing activities: | |||||||||||
| Purchase of property, construction, and office equipment – net | ( | ( | |||||||||
| Investments in unconsolidated entities | ( | ( | |||||||||
| Return of investments in unconsolidated entities | |||||||||||
| Proceeds from the sale of assets | |||||||||||
| Other | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flow used in financing activities: | |||||||||||
| Proceeds from loans payable | |||||||||||
| Principal payments of loans payable | ( | ( | |||||||||
| Redemption of senior notes | ( | ||||||||||
| Proceeds (payments) related to stock-based benefit plans – net | ( | ||||||||||
| Purchase of treasury stock | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Payments related to noncontrolling interest – net | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net decrease in cash, cash equivalents, and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | $ | |||||||||
See accompanying notes.
5
TOLL BROTHERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Significant Accounting Policies
Basis of Presentation
Our condensed consolidated financial statements include the accounts of Toll Brothers, Inc. (the “Company,” “we,” “us,” or “our”), a Delaware corporation, and its majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Investments in 50% or less owned partnerships and affiliates are accounted for using the equity method unless it is determined that we have effective control of the entity, in which case we would consolidate the entity.
Our unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The October 31, 2022 balance sheet amounts and disclosures have been derived from our October 31, 2022 audited financial statements. Since the condensed consolidated financial statements do not include all the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements, they should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2022 (“2022 Form 10-K”). In the opinion of management, the unaudited condensed consolidated financial statements include all recurring adjustments necessary to present fairly our financial position as of January 31, 2023; the results of our operations and changes in equity for the three-month periods ended January 31, 2023 and 2022; and our cash flows for the three-month periods ended January 31, 2023 and 2022. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
Use of Estimates
The preparation of financial statements in accordance with GAAP requires estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates and assumptions may prove to be incorrect for a variety of reasons, whether as a result of the risks and uncertainties our business is subject to or for other reasons. In times of economic disruption when uncertainty regarding future economic conditions is heightened, our estimates and assumptions are subject to greater variability. Actual results could differ from the estimates and assumptions we make and such differences may be material.
Revenue Recognition
Home sales revenues: Revenues and cost of revenues from home sales are recognized at the time each home is delivered and title and possession are transferred to the buyer. For the majority of our home closings, our performance obligation to deliver a home is satisfied in less than one year from the date a binding sale agreement is signed. In certain states where we build, we are not able to complete certain outdoor features prior to the closing of the home. To the extent these separate performance obligations are not complete upon the home closing, we defer a portion of the home sales revenues related to these obligations and subsequently recognize the revenue upon completion of such obligations. As of January 31, 2023, the home sales revenues and related costs we deferred related to these obligations were immaterial. Our contract liabilities, consisting of deposits received from customers for sold but undelivered homes, totaled $665.4 million and $680.6 million at January 31, 2023 and October 31, 2022, respectively. Of the outstanding customer deposits held as of October 31, 2022, we recognized $122.9 million in home sales revenues during the three months ended January 31, 2023. Of the outstanding customer deposits held as of October 31, 2021, we recognized $110.9 million in home sales revenues during the three months ended January 31, 2022.
Land sales and other revenues: Our revenues from land sales and other generally consist of: (1) land sales to joint ventures in which we retain an interest; (2) lot sales to third-party builders within our master-planned communities; (3) bulk sales to third parties of land we have decided no longer meets our development criteria; and (4) sales of commercial and retail properties generally located at our high-rise urban luxury condominium buildings. In general, our performance obligation for each of these land sales is fulfilled upon the delivery of the land, which generally coincides with the receipt of cash consideration from the counterparty. For land sale transactions that contain repurchase options, revenues and related costs are not recognized until the repurchase option expires. In addition, when we sell land to a joint venture in which we retain an interest, we do not recognize revenue or gains on the sale to the extent of our retained interest in such joint venture.
Forfeited Customer Deposits: Forfeited customer deposits are recognized in “Home sales revenues” in our Condensed Consolidated Statements of Operations and Comprehensive Income in the period in which we determine that the customer will not complete the purchase of the home and we have the right to retain the deposit.
6
Recent Accounting Pronouncements
In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04, “Reference Rate Reform (Topic 848),” as amended by ASU 2021-01 in January 2021 and ASU 2022-06 in December 2022 (“ASC 848”), directly addressing the effects of reference rate reform on financial reporting as a result of the cessation of the publication of certain London Interbank Offered Rate (“LIBOR”) rates beginning December 31, 2021. The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform by virtue of referencing LIBOR or another reference rate expected to be discontinued. This guidance became effective on March 12, 2020 and can be adopted no later than December 31, 2024, with early adoption permitted. We elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. We continue to evaluate the impact of the guidance on our consolidated financial statements and may apply other elections as applicable as additional changes in the market occur.
2. Inventory
| January 31, 2023 | October 31, 2022 | ||||||||||
| Land controlled for future communities | $ | $ | |||||||||
| Land owned for future communities | |||||||||||
| Operating communities | |||||||||||
| $ | $ | ||||||||||
Operating communities include communities offering homes for sale; communities that have sold all available home sites but have not completed delivery of the homes and communities preparing to open for sale. The carrying value attributable to operating communities includes the cost of homes under construction, land and land development costs, the carrying cost of home sites in current and future phases of these communities, and the carrying cost of model homes.
Backlog consists of homes under contract but not yet delivered to our home buyers (“backlog”).
| Three months ended January 31, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Land controlled for future communities | $ | $ | |||||||||||||||||||||
| Land owned for future communities | |||||||||||||||||||||||
| Operating communities | |||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||
We have also recognized $13.0 million of land impairment charges on land held for sale included in land sales and other cost of revenues during the three-month period ended January 31, 2023. No similar charges were recognized during the three-month period ended January 31, 2022.
See Note 13, “Commitments and Contingencies,” for information regarding land purchase commitments.
At January 31, 2023, we evaluated our land purchase contracts, including those to acquire land for apartment developments, to determine whether any of the selling entities were variable interest entities (“VIEs”) and, if they were, whether we were the
7
primary beneficiary of any of them. Under these land purchase contracts, we do not possess legal title to the land; our risk is generally limited to deposits paid to the sellers and predevelopment costs incurred; and the creditors of the sellers generally have no recourse against us. At January 31, 2023, we determined that 228 land purchase contracts, with an aggregate purchase price of $3.67 billion, on which we had made aggregate deposits totaling $408.9 million, were VIEs, and that we were not the primary beneficiary of any VIE related to our land purchase contracts. At October 31, 2022, we determined that 237 land purchase contracts, with an aggregate purchase price of $3.89 billion, on which we had made aggregate deposits totaling $417.6 million, were VIEs and that we were not the primary beneficiary of any VIE related to our land purchase contracts.
Interest incurred, capitalized, and expensed, for the periods indicated, was as follows (amounts in thousands):
| Three months ended January 31, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Interest capitalized, beginning of period | $ | $ | |||||||||||||||||||||
| Interest incurred | |||||||||||||||||||||||
| Interest expensed to home sales cost of revenues | ( | ( | |||||||||||||||||||||
| Interest expensed to land sales and other cost of revenues | ( | ( | |||||||||||||||||||||
| Interest capitalized on investments in unconsolidated entities | ( | ( | |||||||||||||||||||||
| Previously capitalized interest transferred to investments in unconsolidated entities | ( | ||||||||||||||||||||||
| Previously capitalized interest on investments in unconsolidated entities transferred to inventory | |||||||||||||||||||||||
| Interest capitalized, end of period | $ | $ | |||||||||||||||||||||
3. Investments in Unconsolidated Entities
We have investments in various unconsolidated entities and our ownership interest in these investments ranges from 5.0 % to 50 %. These entities are structured as joint ventures and either: (i) develop land for the joint venture participants and for sale to outside builders (“Land Development Joint Ventures”); (ii) develop for-sale homes (“Home Building Joint Ventures”); (iii) develop luxury for-rent residential apartments and single family homes, commercial space, and a hotel (“Rental Property Joint Ventures”); or (iv) provide financing and land banking to residential builders and developers for the acquisition and development of land and home sites (“Gibraltar Joint Ventures”).
The table below provides information as of January 31, 2023, regarding active joint ventures that we are invested in, by joint venture category ($ amounts in thousands):
| Land Development Joint Ventures | Home Building Joint Ventures | Rental Property Joint Ventures | Gibraltar Joint Ventures | Total | |||||||||||||||||||||||||
Number of unconsolidated entities | |||||||||||||||||||||||||||||
Investment in unconsolidated entities (1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Number of unconsolidated entities with funding commitments by the Company | |||||||||||||||||||||||||||||
Company’s remaining funding commitment to unconsolidated entities (2) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(1) Our total investment includes $103.2 million related to 13 unconsolidated joint venture-related variable interests in VIEs and our maximum exposure to losses related to these VIEs is approximately $199.0 million as of January 31, 2023. Our ownership interest in such unconsolidated Joint Venture VIEs ranges from 20 % to 50 %.
(2) Our remaining funding commitment includes approximately $104.0 million related to our unconsolidated joint venture-related variable interests in VIEs.
8
The table below provides information as of October 31, 2022, regarding active joint ventures that we are invested in, by joint venture category ($ amounts in thousands):
| Land Development Joint Ventures | Home Building Joint Ventures | Rental Property Joint Ventures | Gibraltar Joint Ventures | Total | |||||||||||||||||||||||||
Number of unconsolidated entities | |||||||||||||||||||||||||||||
Investment in unconsolidated entities (1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Number of unconsolidated entities with funding commitments by the Company | |||||||||||||||||||||||||||||
Company’s remaining funding commitment to unconsolidated entities (2) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(1) Our total investment includes $100.2 million related to 13 unconsolidated joint venture-related variable interests in VIEs and our maximum exposure to losses related to these VIEs is approximately $200.0 million as of October 31, 2022. Our ownership interest in such unconsolidated Joint Venture VIEs ranges from 20 % to 50 %.
(2) Our remaining funding commitment includes approximately $105.0 million related to our unconsolidated joint venture-related variable interests in VIEs.
Certain joint ventures in which we have investments obtained debt financing to finance a portion of their activities. The table below provides information at January 31, 2023, regarding the debt financing obtained by category ($ amounts in thousands):
| Land Development Joint Ventures | Home Building Joint Ventures | Rental Property Joint Ventures | Total | ||||||||||||||||||||||||||
Number of joint ventures with debt financing | |||||||||||||||||||||||||||||
| Aggregate loan commitments | $ | $ | $ | $ | |||||||||||||||||||||||||
Amounts borrowed under loan commitments | $ | $ | $ | $ | |||||||||||||||||||||||||
The table below provides information at October 31, 2022, regarding the debt financing obtained by category ($ amounts in thousands):
| Land Development Joint Ventures | Home Building Joint Ventures | Rental Property Joint Ventures | Total | ||||||||||||||||||||||||||
Number of joint ventures with debt financing | |||||||||||||||||||||||||||||
| Aggregate loan commitments | $ | $ | $ | $ | |||||||||||||||||||||||||
| Amounts borrowed under loan commitments | $ | $ | $ | $ | |||||||||||||||||||||||||
More specific and/or recent information regarding our investments in, advances to, and future commitments to these entities is provided below.
New Joint Ventures
The table below provides information on joint ventures entered into during the three-months ended January 31, 2023 ($ amounts in thousands):
| Land Development Joint Ventures | Rental Property Joint Ventures | ||||||||||||||||
| Number of unconsolidated joint ventures entered into during the period | |||||||||||||||||
| Investment balance at January 31, 2023 | $ | $ | |||||||||||||||
The table below provides information on joint ventures entered into during the three-months ended January 31, 2022 ($ amounts in thousands):
| Land Development Joint Ventures | Rental Property Joint Ventures | Gibraltar Joint Ventures | ||||||||||||
| Number of unconsolidated joint ventures entered into during the period | ||||||||||||||
| Investment balance at January 31, 2022 | $ | $ | $ | |||||||||||
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Results of Operations and Intra-entity Transactions
From time to time, certain of our land development and rental property joint ventures sell assets to unrelated parties or to our joint venture partners. In connection with these sales, we recognized a gain of $21.0 million in the three-month period ended January 31, 2022. No similar gains were recognized in the three-month period ended January 31, 2023. These gains are included in “Income from unconsolidated entities” on our Condensed Consolidated Statements of Operations and Comprehensive Income.
There were no
In our first quarters of fiscal 2023 and 2022, we purchased land from unconsolidated entities, principally related to our acquisition of lots from our Land Development Joint Ventures, totaling $16.7 million and $23.8 million, respectively. Our share of income from the lots we acquired was insignificant in each period. We sold land to unconsolidated entities, which principally involved land sales to our Rental Property Joint Ventures, totaling $8.2 million and $78.0 million in our first quarters of fiscal 2023 and 2022, respectively. These amounts are included in “Land sales and other revenue” on our Condensed Consolidated Statements of Operations and Comprehensive Income and are generally sold at or near our land basis.
Guarantees
The unconsolidated entities in which we have investments generally finance their activities with a combination of partner equity and debt financing. In some instances, we have guaranteed portions of debt of unconsolidated entities. These guarantees may include any or all of the following: (i) project completion guarantees, including any cost overruns; (ii) repayment guarantees, generally covering a percentage of the outstanding loan; (iii) carry cost guarantees, which cover costs such as interest, real estate taxes, and insurance; (iv) an environmental indemnity provided to the lender that holds the lender harmless from and against losses arising from the discharge of hazardous materials from the property and non-compliance with applicable environmental laws; and (v) indemnification of the lender from “bad boy acts” of the unconsolidated entity or its partners.
In some instances, we and our joint venture partner have provided joint and several guarantees in connection with loans to unconsolidated entities. In these situations, we generally seek to implement a reimbursement agreement with our partner that provides that neither party is responsible for more than its proportionate share or agreed upon share of the guarantee; however, we are not always successful. In addition, if the joint venture partner does not have adequate financial resources to meet its obligations under such a reimbursement agreement, we may be liable for more than our proportionate share.
We believe that, as of January 31, 2023, in the event we become legally obligated to perform under a guarantee of an obligation of an unconsolidated entity due to a triggering event, the collateral in such entity should be sufficient to repay a significant portion of the obligation. If it is not, we and our partners would need to contribute additional capital to the venture.
Information with respect to certain of the Company’s unconsolidated entities’ outstanding debt obligations, loan commitments and our guarantees thereon are as follows ($ amounts in thousands):
| January 31, 2023 | October 31, 2022 | ||||||||||||||||
| Loan commitments in the aggregate | $ | $ | |||||||||||||||
Our maximum estimated exposure under repayment and carry cost guarantees if the full amount of the debt obligations were borrowed (1) | $ | $ | |||||||||||||||
| Debt obligations borrowed in the aggregate | $ | $ | |||||||||||||||
| Our maximum estimated exposure under repayment and carry cost guarantees of the debt obligations borrowed | $ | $ | |||||||||||||||
| Estimated fair value of guarantees provided by us related to debt and other obligations | $ | $ | |||||||||||||||
| Terms of guarantees | |||||||||||||||||
(1) At January 31, 2023 and October 31, 2022, our maximum estimated exposure under repayment and carry cost guarantees includes approximately $95.0 million and $95.0 million, respectively, related to our unconsolidated Joint Venture VIEs.
The maximum exposure estimates presented above do not take into account any recoveries from the underlying collateral or any reimbursement from our partners. In addition, they do not include any potential exposures related to project completion guarantees or the indemnities noted above, which are not estimable. We have not made payments under any of the outstanding guarantees, nor have we been called upon to do so.
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Variable Interest Entities
We have both unconsolidated and consolidated joint venture-related variable interests in VIEs. Information regarding our involvement in unconsolidated joint-venture related variable interests in VIEs has been disclosed throughout information presented above.
The table below provides information as of January 31, 2023 and October 31, 2022, regarding our consolidated joint venture-related variable interests in VIEs ($ amounts in thousands):
| Balance Sheet Classification | January 31, 2023 | October 31, 2022 | |||||||||
Number of Joint Venture VIEs that the Company is the primary beneficiary and consolidates | |||||||||||
| Carrying value of consolidated VIEs assets | Inventory or investments in unconsolidated entities | $ | $ | ||||||||
| Our partners’ interests in consolidated VIEs | Noncontrolling interest | $ | $ | ||||||||
Our ownership interest in the above consolidated Joint Venture VIEs ranges from 80 % to 98 %.
As shown above, we are the primary beneficiary of certain VIEs due to our controlling financial interest in such ventures as we have the power to direct the activities that most significantly impact the joint ventures’ performance and the obligation to absorb expected losses or receive benefits from the joint ventures. The assets of these VIEs can only be used to settle the obligations of the VIEs. In addition, in certain of the joint ventures, in the event additional contributions are required to be funded to the joint ventures prior to the admission of any additional investor at a future date, we will fund 100% of such contributions, including our partner’s pro rata share, which we expect would be funded through an interest-bearing loan. For other VIEs, we are not the primary beneficiary because the power to direct the activities of such VIEs that most significantly impact their performance was either shared by us and such VIEs’ other partners or such activities were controlled by our partner. For VIEs where the power to direct significant activities is shared, business plans, budgets, and other major decisions are required to be unanimously approved by all partners. Management and other fees earned by us are nominal and believed to be at market rates, and there is no significant economic disproportionality between us and other partners.
Joint Venture Condensed Combined Financial Information
The Condensed Combined Balance Sheets, as of the dates indicated, and the Condensed Combined Statements of Operations, for the periods indicated, for the unconsolidated entities in which we have an investment are included below (in thousands):
Condensed Combined Balance Sheets:
| January 31, 2023 | October 31, 2022 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Inventory | |||||||||||
| Loans receivable – net | |||||||||||
| Rental properties | |||||||||||
| Rental properties under development | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Debt – net of deferred financing costs | $ | $ | |||||||||
| Other liabilities | |||||||||||
| Partners’ equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
Company’s net investment in unconsolidated entities (1) | $ | $ | |||||||||
(1) Our underlying equity in the net assets of the unconsolidated entities was less than our net investment in unconsolidated entities by $17.5 million and $18.5 million as of January 31, 2023 and October 31, 2022, respectively, and these differences are primarily a result of unrealized gains on our retained joint venture interests; distributions from entities in excess of the carrying amount of our net investment; interest capitalized on our investments; other than temporary impairments we have recognized; gains recognized from the sale of our ownership interests; and the estimated fair value of the guarantees provided to the joint ventures.
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Condensed Combined Statements of Operations:
| Three months ended January 31, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Revenues | $ | $ | |||||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Other expenses | |||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| Loss on disposition of loans and real estate owned | ( | ||||||||||||||||||||||
| (Loss) income from operations | ( | ||||||||||||||||||||||
Other (loss) income (2) | ( | ||||||||||||||||||||||
| (Loss) income before income taxes | ( | ||||||||||||||||||||||
| Income tax (benefit) expense | ( | ||||||||||||||||||||||
| Net (loss) income | ( | ||||||||||||||||||||||
Company’s (loss) income from unconsolidated entities (3) | $ | ( | $ | ||||||||||||||||||||
(2) The three months ending January 31, 2022 includes $29.9 million related to the sale of an asset by one Rental Property Joint Venture.
(3) Differences between our (loss) income from unconsolidated entities and the underlying net (loss) income of the entities are primarily a result of distributions from entities in excess of the carrying amount of our investment; promote earned on the gains recognized by joint ventures and those promoted cash flows being distributed; other than temporary impairments we have recognized; recoveries of previously incurred charges; unrealized gains on our retained joint venture interests; gains recognized from the sale of our investment to our joint venture partner; and our share of the entities’ profits related to home sites purchased by us which reduces our cost basis of the home sites acquired.
4. Receivables, Prepaid Expenses, and Other Assets
| January 31, 2023 | October 31, 2022 | ||||||||||
| Expected recoveries from insurance carriers and others | $ | $ | |||||||||
| Improvement cost receivable | |||||||||||
| Escrow cash held by our wholly owned captive title company | |||||||||||
| Properties held for rental apartment and commercial development | |||||||||||
| Prepaid expenses | |||||||||||
| Derivative assets | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
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5. Loans Payable, Senior Notes, and Mortgage Company Loan Facility
Loans Payable
| January 31, 2023 | October 31, 2022 | ||||||||||
| Senior unsecured term loan | $ | $ | |||||||||
| Loans payable – other | |||||||||||
| Deferred issuance costs | ( | ( | |||||||||
| $ | $ | ||||||||||
Senior Unsecured Term Loan
We are party to a $650.0 million senior unsecured term loan facility (the “Term Loan Facility”) with a syndicate of banks. On October 31, 2021, we entered into term loan extension agreements to extend the maturity date of $548.4 million of outstanding term loans from November 1, 2025 to November 1, 2026, with the remainder of the term loans remaining due November 1, 2025. At January 31, 2023, other than $101.6 million of term loans that were scheduled to mature on November 1, 2025, there were no payments required before the final maturity date on the Term Loan Facility. At January 31, 2023, the interest rate on the Term Loan Facility was 5.37 % per annum. We and substantially all of our 100 %-owned home building subsidiaries are guarantors under the Term Loan Facility. The Term Loan Facility contains substantially the same financial covenants as the Revolving Credit Facility described below.
On February 14, 2023, we entered into an amendment to the Term Loan Facility to extend the maturity date of $487.5 million of outstanding term loans to February 14, 2028, with $60.9 million due on November 1, 2026 and the remaining $101.6 million due on November 1, 2025. In addition, this amendment replaced the LIBOR-based interest rate provisions applicable to borrowings under the Term Loan Facility with Secured Overnight Financing Rate (“SOFR”)-based interest rate provisions.
In November 2020, we entered into five interest rate swap transactions to hedge $400.0 million of the Term Loan Facility. The interest rate swaps effectively fix the interest cost on the $400.0 million at 0.369 % plus the spread set forth in the pricing schedule in the Term Loan Facility through October 2025. The spread at January 31, 2023 was 0.80 %. These interest rate swaps were designated as cash flow hedges.
Revolving Credit Facility
At January 31, 2023, we had a $1.905 billion, senior unsecured revolving credit facility (the “Revolving Credit Facility”) with a syndicate of banks. On October 31, 2021, we entered into extension letter agreements which extended the maturity date of $1.78 billion of the revolving loans and commitments under the Revolving Credit Facility from November 1, 2025 to November 1, 2026, with the remainder of the revolving loans and commitments terminating on November 1, 2025. We and substantially all of our 100 %-owned home building subsidiaries were guarantors under the Revolving Credit Facility.
Under the terms of the Revolving Credit Facility, at January 31, 2023, our maximum leverage ratio, as defined, was not permitted to exceed 1.75 to 1.00, and we were required to maintain a minimum tangible net worth, as defined, of no less than approximately $4.00 billion. Under the terms of the Revolving Credit Facility, at January 31, 2023, our leverage ratio was approximately 0.38 to 1.00, and our tangible net worth was approximately $6.15 billion. Based upon the terms of the Revolving Credit Facility, our ability to repurchase our common stock was limited to approximately $3.55 billion as of January 31, 2023. In addition, under the provisions of the Revolving Credit Facility, our ability to pay cash dividends was limited to approximately $2.15 billion as of January 31, 2023.
At January 31, 2023, we had no outstanding borrowings under the Revolving Credit Facility and had approximately $120.4 million of outstanding letters of credit that were issued under the Revolving Credit Facility. At January 31, 2023, the interest rate on outstanding borrowings under the Revolving Credit Facility would have been 5.67 % per annum.
On February 14, 2023, we entered into a new five-year senior unsecured revolving credit facility with a syndicate of banks that is scheduled to terminate on February 14, 2028. The new agreement provides for a revolving credit facility with committed borrowing capacity of $1.905 billion. The terms of the new credit facility are substantially the same as those of the Revolving Credit Facility, except that the LIBOR-based interest rate provisions have been replaced with SOFR-based provisions. As with the Revolving Credit Facility, Toll Brothers, Inc. and substantially all of its home building subsidiaries are guarantors of the borrower’s obligations under the new credit facility. In connection with the execution of the new revolving credit facility, the Revolving Credit Facility was terminated.
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Loans Payable – Other
“Loans payable – other” primarily represents purchase money mortgages on properties we acquired that the seller had financed, project-level financing, and various revenue bonds that were issued by government entities on our behalf to finance community infrastructure and our manufacturing facilities. At January 31, 2023, the weighted-average interest rate on “Loans payable – other” was 4.19 % per annum.
Senior Notes
At January 31, 2023, we had five issues of senior notes outstanding with an aggregate principal amount of $2.00 billion.
In our first quarter of fiscal 2022, we redeemed the remaining $409.9 million principal amount of 5.875 % Senior Notes due February 15, 2022, at par, plus accrued interest.
Mortgage Company Loan Facility
6. Accrued Expenses
| January 31, 2023 | October 31, 2022 | ||||||||||
| Land, land development, and construction | $ | $ | |||||||||
| Compensation and employee benefits | |||||||||||
| Escrow liability associated with our wholly owned captive title company | |||||||||||
| Self-insurance | |||||||||||
| Warranty | |||||||||||
| Deferred income | |||||||||||
| Interest | |||||||||||
| Commitments to unconsolidated entities | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
| Three months ended January 31, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Balance, beginning of period | $ | $ | |||||||||||||||||||||
| Additions – homes closed during the period | |||||||||||||||||||||||
| Change in accruals for homes closed in prior years – net | |||||||||||||||||||||||
| Charges incurred | ( | ( | |||||||||||||||||||||
| Balance, end of period | $ | $ | |||||||||||||||||||||
Since fiscal 2014, we have received water intrusion claims from owners of homes built since 2002 in communities located in Pennsylvania and Delaware. Our recorded estimated repair costs to resolve these claims were approximately $45.6 million at January 31, 2023 and $46.9 million at October 31, 2022, and are included in the Warranty accrued expense above. We continue
14
to perform review procedures to assess, among other things, the number of affected homes, whether repairs are likely to be required, and the extent of such repairs.
Our review process, conducted quarterly, includes an analysis of many factors to determine whether a claim is likely to be received and the estimated costs to resolve any such claim, including: the closing dates of the homes; the number of claims received; our inspection of homes; an estimate of the number of homes we expect to repair; the type and cost of repairs that have been performed in each community; the estimated costs to remediate pending and future claims; the expected recovery from our insurance carriers and suppliers; and the previously recorded amounts related to these claims. We also monitor legal developments relating to these types of claims and review the volume, relative merits and adjudication of claims in litigation or arbitration. Our review process includes a number of estimates that are based on assumptions with uncertain outcomes. Due to the degree of judgment required in making these estimates and the inherent uncertainty in potential outcomes, it is reasonably possible that our actual costs and recoveries could differ from those recorded and such differences could be material. In addition, due to such uncertainty, we are unable to estimate the range of any such differences.
7. Income Taxes
We recorded income tax provisions of $62.3 million and $48.9 million for the three months ended January 31, 2023 and 2022, respectively. The effective tax rate was 24.5 % for the three months ended January 31, 2023, compared to 24.4 % for the three months ended January 31, 2022. The income tax provisions for all periods included the provision for state income taxes, interest accrued on anticipated tax assessments, and excess tax benefits related to stock-based compensation.
We are subject to state tax in the jurisdictions in which we operate. We estimate our state tax liability based upon the individual taxing authorities’ regulations, estimates of income by taxing jurisdiction, and our ability to utilize certain tax-saving strategies. Based on our estimate of the allocation of income or loss among the various taxing jurisdictions and changes in tax regulations and their impact on our tax strategies, we estimate that our state income tax rate for the full fiscal year 2023 will be approximately 5.7 %. Our state income tax rate for the full fiscal year 2022 was 5.6 %.
At January 31, 2023, we had $5.3 million of gross unrecognized tax benefits, including interest and penalties. If these unrecognized tax benefits were to reverse in the future, they would have a beneficial impact on our effective tax rate at that time. During the next 12 months, it is reasonably possible that our unrecognized tax benefits will change, but we are not able to provide a range of such change. The possible changes would be principally due to the expiration of tax statutes, settlements with taxing jurisdictions, increases due to new tax positions taken, and the accrual of estimated interest and penalties.
8. Stock-Based Benefit Plans
We grant stock options and various types of restricted stock units to our employees and our non-employee directors. Additionally, we have an employee stock purchase plan that allows employees to purchase our stock at a discount. Information regarding the amount of total stock-based compensation expense and tax benefit recognized by us, for the periods indicated, is as follows (amounts in thousands):
| Three months ended January 31, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Total stock-based compensation expense recognized | $ | $ | |||||||||||||||||||||
| Income tax benefit recognized | $ | $ | |||||||||||||||||||||
At January 31, 2023 and October 31, 2022, the aggregate unamortized value of unvested stock-based compensation awards was approximately $25.7 million and $15.5 million, respectively.
9. Stockholders’ Equity
Stock Repurchase Program
From time to time since fiscal 2017, our Board of Directors has renewed its authorization to repurchase up to 20 million shares of our common stock in open market transactions, privately negotiated transactions (including accelerated share repurchases), issuer tender offers or other financial arrangements or transactions. Most recently, on May 17, 2022, our Board of Directors renewed its authorization to repurchase 20 million shares of our common stock. Shares may be repurchased for general corporate purposes, including to obtain shares for the Company’s equity awards and other employee benefit plans. The Board of Directors did not fix any expiration date for this repurchase program.
15
| Three months ended January 31, | ||||||||||||||||||||
| 2023 | 2022 | |||||||||||||||||||
| Number of shares purchased (in thousands) | ||||||||||||||||||||
| Average price per share | $ | $ | ||||||||||||||||||
| Remaining authorization at January 31 (in thousands) | ||||||||||||||||||||
Cash Dividends
During the three months ended January 31, 2023 and 2022, we declared and paid cash dividends of $0.20 and $0.17 per share, respectively, to our shareholders.
Accumulated Other Comprehensive Income (Loss)
The changes in each component of accumulated other comprehensive income (loss) (“AOCI”), for the periods indicated, were as follows (amounts in thousands):
| Three months ended January 31, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Employee Retirement Plans | |||||||||||||||||||||||
| Beginning balance | $ | $ | ( | ||||||||||||||||||||
Gains reclassified from AOCI to net income (1) | |||||||||||||||||||||||
Less: Tax benefit (2) | ( | ( | |||||||||||||||||||||
| Net gains reclassified from AOCI to net income | |||||||||||||||||||||||
| Other comprehensive income – net of tax | |||||||||||||||||||||||
| Ending balance | $ | $ | ( | ||||||||||||||||||||
| Derivative Instruments | |||||||||||||||||||||||
| Beginning balance | $ | $ | |||||||||||||||||||||
| (Losses) gains on derivative instruments | ( | ||||||||||||||||||||||
| Less: Tax benefit (expense) | ( | ||||||||||||||||||||||
| Net (losses) gains on derivative instruments | ( | ||||||||||||||||||||||
(Losses) gains reclassified from AOCI to net income (3) | ( | ||||||||||||||||||||||
Less: Tax expense (benefit) (2) | ( | ||||||||||||||||||||||
| Net (gains) losses reclassified from AOCI to net income | ( | ||||||||||||||||||||||
| Other comprehensive (loss) income – net of tax | ( | ||||||||||||||||||||||
| Ending balance | $ | $ | |||||||||||||||||||||
| Total AOCI ending balance | $ | $ | |||||||||||||||||||||
(1) Reclassified to “Other income – net”
(2) Reclassified to “Income tax provision”
(3) Reclassified to “Cost of revenues – home sales”
16
10. Earnings per Share Information
The table below provides, for the periods indicated, information pertaining to the calculation of earnings per share, common stock equivalents, weighted-average number of antidilutive options, and shares issued (amounts in thousands):
| Three months ended January 31, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income as reported | $ | $ | |||||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Basic weighted-average shares | |||||||||||||||||||||||
Common stock equivalents (1) | |||||||||||||||||||||||
| Diluted weighted-average shares | |||||||||||||||||||||||
| Other information: | |||||||||||||||||||||||
Weighted-average number of antidilutive options and restricted stock units (2) | |||||||||||||||||||||||
| Shares issued under stock incentive and employee stock purchase plans | |||||||||||||||||||||||
(1) Common stock equivalents represent the dilutive effect of outstanding in-the-money stock options using the treasury stock method and shares expected to be issued upon the conversion of restricted stock units under our equity award programs.
(2) Weighted-average number of antidilutive options and restricted stock units are based upon the average closing price of our common stock on the New York Stock Exchange for the period.
11. Fair Value Disclosures
Financial Instruments
| Fair value | ||||||||||||||||||||
| Financial Instrument | Fair value hierarchy | January 31, 2023 | October 31, 2022 | |||||||||||||||||
| Residential Mortgage Loans Held for Sale | Level 2 | $ | $ | |||||||||||||||||
| Forward Loan Commitments — Residential Mortgage Loans Held for Sale | Level 2 | $ | $ | |||||||||||||||||
| Interest Rate Lock Commitments (“IRLCs”) | Level 2 | $ | ( | $ | ( | |||||||||||||||
| Forward Loan Commitments — IRLCs | Level 2 | $ | $ | |||||||||||||||||
| Interest Rate Swap Contracts | Level 2 | $ | $ | |||||||||||||||||
At January 31, 2023 and October 31, 2022, the carrying value of cash and cash equivalents, escrow cash held by our wholly owned captive title company, and customer deposits held in escrow approximated fair value.
The fair values of the interest rate swap contracts are included in “Receivables, prepaid expenses and other assets” in our Condensed Consolidated Balance Sheets and are determined using widely accepted valuation techniques including discounted cash flow analysis based on the expected cash flows of each swap contract. Although the Company has determined that the significant inputs, such as interest yield curve and discount rate, used to value its interest rate swap contracts fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our counterparties and our own credit risk utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, as of January 31, 2023, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our interest rate swap contract positions and have determined that the credit valuation adjustments were not significant to the overall valuation of our interest rate swap contracts. As a result, we have determined that our interest rate swap contracts valuations in their entirety are classified in Level 2 of the fair value hierarchy.
Mortgage Loans Held for Sale
At the end of the reporting period, we determine the fair value of our mortgage loans held for sale and the forward loan commitments we have entered into as a hedge against the interest rate risk of our mortgage loans and commitments using the market approach to determine fair value.
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| Aggregate unpaid principal balance | Fair value | Fair value greater (less) than principal balance | |||||||||||||||
| At January 31, 2023 | $ | $ | $ | ( | |||||||||||||
| At October 31, 2022 | $ | $ | $ | ( | |||||||||||||
Inventory
We recognize inventory impairment charges and land impairment charges based on the difference in the carrying value of the inventory and its fair value at the time of the evaluation. The fair value of the aforementioned inventory was determined using Level 3 criteria. Estimated fair value is primarily determined by discounting the estimated future cash flow of each community. In determining the fair value related to land impairments, we consider recent offers received, prices for land in recent comparable sales transactions, and other factors. We record land impairments related to land parcels we plan to sell to third parties within land sales and other cost of revenues. See Note 1, “Significant Accounting Policies – Inventory,” in our 2022 Form 10-K for additional information regarding our methodology for determining fair value. Impairments on operating communities were insignificant during the three-month periods ended January 31, 2023 and 2022 and, accordingly, we did not disclose the ranges of certain quantitative unobservable inputs utilized in determining the fair value of such impaired operating communities.
Debt
The table below provides, as of the dates indicated, the book value, excluding any bond discounts, premiums, and deferred issuance costs, and estimated fair value of our debt (amounts in thousands):
| January 31, 2023 | October 31, 2022 | ||||||||||||||||||||||||||||
| Fair value hierarchy | Book value | Estimated fair value | Book value | Estimated fair value | |||||||||||||||||||||||||
Loans payable (1) | Level 2 | $ | $ | $ | $ | ||||||||||||||||||||||||
Senior notes (2) | Level 1 | ||||||||||||||||||||||||||||
Mortgage company loan facility (3) | Level 2 | ||||||||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||||||||
(1) The estimated fair value of loans payable was based upon contractual cash flows discounted at interest rates that we believed were available to us for loans with similar terms and remaining maturities as of the applicable valuation date.
(2) The estimated fair value of our senior notes is based upon their market prices as of the applicable valuation date.
(3) We believe that the carrying value of our mortgage company loan borrowings approximates their fair value.
12. Other Income – Net
| Three months ended January 31, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| (Loss) income from ancillary businesses | $ | ( | $ | ||||||||||||||||||||
Management fee income from Land Development and Home Building Joint Ventures – net | |||||||||||||||||||||||
Gain on litigation settlements – net | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
Total other income – net | $ | $ | |||||||||||||||||||||
Management fee income from Land Development and Home Building Joint Ventures - net includes fees earned by our home building operations.
18
Income from ancillary businesses is generated by our mortgage, title, landscaping, smart home technology, Gibraltar, apartment living and golf course and country club operations. The table below provides, for the periods indicated, revenues and expenses for our ancillary businesses (amounts in thousands):
| Three months ended January 31, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| Revenues | $ | $ | |||||||||||||||||||||
| Expenses | $ | $ | |||||||||||||||||||||
In the three-month periods ended January 31, 2023 and 2022, our apartment living operations earned fees from unconsolidated entities of $6.2 million and $4.8 million, respectively. Fees earned by our apartment living operations are included in income from ancillary businesses.
13. Commitments and Contingencies
Legal Proceedings
We are involved in various claims and litigation arising principally in the ordinary course of business. We believe that adequate provision for resolution of all current claims and pending litigation has been made and that the disposition of these matters will not have a material adverse effect on our results of operations and liquidity or on our financial condition.
Land Purchase Contracts
Generally, our agreements to acquire land parcels do not require us to purchase those land parcels, although we, in some cases, forfeit any deposit balance outstanding if and when we terminate an agreement. Information regarding our land purchase contracts, as of the dates indicated, is provided in the table below (amounts in thousands):
| January 31, 2023 | October 31, 2022 | ||||||||||
| Aggregate purchase price: | |||||||||||
| Unrelated parties | $ | $ | |||||||||
| Unconsolidated entities that the Company has investments in | |||||||||||
| Total | $ | $ | |||||||||
| Deposits against aggregate purchase price | $ | $ | |||||||||
| Additional cash required to acquire land | |||||||||||
Total | $ | $ | |||||||||
| Amount of additional cash required to acquire land included in accrued expenses | $ | $ | |||||||||
In addition, we expect to purchase approximately 7,200 additional home sites over a number of years from several joint ventures in which we have interests; the purchase prices of these home sites will be determined at a future date.
At January 31, 2023, we also had purchase contracts to acquire land for apartment developments of approximately $278.7 million, of which we had outstanding deposits in the amount of $11.8 million. We intend to acquire and develop these projects in joint ventures with unrelated parties in the future.
We have additional land parcels under option that have been excluded from the aggregate purchase price since we do not believe that we will complete the purchase of these land parcels and no additional funds will be required from us to terminate these contracts.
Investments in Unconsolidated Entities
At January 31, 2023, we had investments in a number of unconsolidated entities, were committed to invest or advance additional funds, and had guaranteed a portion of the indebtedness and/or loan commitments of these entities. See Note 3, “Investments in Unconsolidated Entities,” for more information regarding our commitments to these entities.
Surety Bonds and Letters of Credit
At January 31, 2023, we had outstanding surety bonds amounting to $812.3 million, primarily related to our obligations to governmental entities to construct improvements in our communities. We estimate that approximately $371.5 million of work remains on these improvements. We have an additional $271.3 million of surety bonds outstanding that guarantee other obligations. We do not believe that it is probable that any outstanding bonds will be drawn upon.
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At January 31, 2023, we had outstanding letters of credit of $120.4 million under our Revolving Credit Facility. These letters of credit were issued to secure various financial obligations, including insurance policy deductibles and other claims, land deposits, and security to complete improvements in communities in which we are operating. We do not believe that it is probable that any outstanding letters of credit will be drawn upon.
At January 31, 2023, we had provided financial guarantees of $25.7 million related to fronted letters of credit to secure obligations related to certain of our insurance policy deductibles and other claims.
Backlog
At January 31, 2023, we had agreements of sale outstanding to deliver 7,733 homes with an aggregate sales value of $8.58 billion.
Mortgage Commitments
Our mortgage subsidiary provides mortgage financing for a portion of our home closings. For those home buyers to whom our mortgage subsidiary provides mortgages, we determine whether the home buyer qualifies for the mortgage based upon information provided by the home buyer and other sources. For those home buyers who qualify, our mortgage subsidiary provides the home buyer with a mortgage commitment that specifies the terms and conditions of a proposed mortgage loan based upon then-current market conditions. Prior to the actual closing of the home and funding of the mortgage, the home buyer will lock in an interest rate based upon the terms of the commitment. At the time of rate lock, our mortgage subsidiary agrees to sell the proposed mortgage loan to one of several outside recognized mortgage financing institutions (“investors”) that is willing to honor the terms and conditions, including interest rate, committed to the home buyer. We believe that these investors have adequate financial resources to honor their commitments to our mortgage subsidiary.
Mortgage loans are sold to investors with limited recourse provisions derived from industry-standard representations and warranties in the relevant agreements. These representations and warranties primarily involve the absence of misrepresentations by the borrower or other parties, the appropriate underwriting of the loan and in some cases, a required minimum number of payments to be made by the borrower. The Company generally does not retain any other continuing interest related to mortgage loans sold in the secondary market.
| January 31, 2023 | October 31, 2022 | ||||||||||
| Aggregate mortgage loan commitments: | |||||||||||
| IRLCs | $ | $ | |||||||||
| Non-IRLCs | |||||||||||
| Total | $ | $ | |||||||||
| Investor commitments to purchase: | |||||||||||
| IRLCs | $ | $ | |||||||||
| Mortgage loans held for sale | |||||||||||
| Total | $ | $ | |||||||||
14. Information on Segments
We operate in the following five geographic segments, with current operations generally located in the states listed below:
Eastern Region:
•The North region: Connecticut, Delaware, Illinois, Massachusetts, Michigan, New Jersey, New York and Pennsylvania;
•The Mid-Atlantic region: Georgia, Maryland, North Carolina, Tennessee and Virginia;
•The South region: Florida, South Carolina and Texas;
Western Region:
•The Mountain region: Arizona, Colorado, Idaho, Nevada and Utah;
•The Pacific region: California, Oregon and Washington.
Our geographic reporting segments are consistent with how our chief operating decision makers are assessing operating performance and allocating capital.
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At October 31, 2022, we concluded that our City Living operations were no longer a reportable operating segment, primarily due to their insignificance as a result of the change in structure and shift in strategy. Amounts reported in prior periods have been restated to conform to the fiscal 2023 presentation. The realignment did not have any impact on our consolidated financial position, results of operations, earnings per share or cash flows for the periods presented.
Revenues and income (loss) before income taxes for each of our segments, for the periods indicated, were as follows (amounts in thousands):
| Three months ended January 31, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| (restated) | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| North | $ | $ | |||||||||||||||||||||
| Mid-Atlantic | |||||||||||||||||||||||
| South | |||||||||||||||||||||||
| Mountain | |||||||||||||||||||||||
| Pacific | |||||||||||||||||||||||
| Total home building | |||||||||||||||||||||||
| Corporate and other | ( | ( | |||||||||||||||||||||
| Land sales and other revenues | |||||||||||||||||||||||
| Total consolidated | $ | $ | |||||||||||||||||||||
| Income (loss) before income taxes: | |||||||||||||||||||||||
| North | $ | $ | |||||||||||||||||||||
| Mid-Atlantic | |||||||||||||||||||||||
| South | |||||||||||||||||||||||
| Mountain | |||||||||||||||||||||||
| Pacific | |||||||||||||||||||||||
| Total home building | |||||||||||||||||||||||
| Corporate and other | ( | ( | |||||||||||||||||||||
| Total consolidated | $ | $ | |||||||||||||||||||||
“Corporate and other” is comprised principally of general corporate expenses such as our executive offices; the corporate finance, accounting, audit, tax, human resources, risk management, information technology, marketing, and legal groups; interest income; income from certain of our ancillary businesses, including our apartment rental development business and our high-rise urban luxury condominium business, and income from our Rental Property Joint Ventures and Gibraltar Joint Ventures.
21
| January 31, 2023 | October 31, 2022 | ||||||||||
| North | $ | $ | |||||||||
| Mid-Atlantic | |||||||||||
| South | |||||||||||
| Mountain | |||||||||||
| Pacific | |||||||||||
| Total home building | |||||||||||
| Corporate and other | |||||||||||
| Total consolidated | $ | $ | |||||||||
The amounts we have provided for inventory impairment charges and the expensing of costs that we believe not to be recoverable, for the periods indicated, which are included in home sales cost of revenues, were as follows (amounts in thousands):
| Three months ended January 31, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| (restated) | |||||||||||||||||||||||
| North | $ | $ | |||||||||||||||||||||
| Mid-Atlantic | |||||||||||||||||||||||
| South | |||||||||||||||||||||||
| Mountain | |||||||||||||||||||||||
| Pacific | |||||||||||||||||||||||
| Total consolidated | $ | $ | |||||||||||||||||||||
We have also recognized $13.0 million of land impairment charges included in land sales and other cost of revenues during the three-month period ended January 31, 2023, of which $2.7 million and $10.3 million, were in our North and Mid-Atlantic segments, respectively. No similar charges were recognized during the three-month period ended January 31, 2022.
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15. Supplemental Disclosure to Condensed Consolidated Statements of Cash Flows
| Three months ended January 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Cash flow information: | ||||||||||||||
| Income tax paid – net | $ | $ | ||||||||||||
| Noncash activity: | ||||||||||||||
| Cost of inventory acquired through seller financing, municipal bonds, or included in accrued expenses - net | $ | $ | ||||||||||||
| Accrued treasury share purchases | $ | $ | ||||||||||||
| Transfer of other assets to investment in unconsolidated entities, net | $ | $ | ||||||||||||
| Transfer of other assets to property, construction and office equipment - net | $ | $ | ||||||||||||
| Unrealized (loss) gain on derivatives | $ | ( | $ | |||||||||||
| At January 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Cash, cash equivalents, and restricted cash | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash included in receivables, prepaid expenses, and other assets | ||||||||||||||
| Total cash, cash equivalents, and restricted cash shown on the Condensed Consolidated Statements of Cash Flows | $ | $ | ||||||||||||
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (“MD&A”)
This discussion and analysis is based on, should be read together with, and is qualified in its entirety by, the accompanying unaudited condensed consolidated financial statements and related notes, as well as our consolidated financial statements, notes thereto, and the related MD&A contained in our Annual Report on Form 10-K for the fiscal year ended October 31, 2022 (“2022 Form 10-K”). It also should be read in conjunction with the disclosure under “Statement on Forward-Looking Information” and “Risk Factors” in this report and in our 2022 Form 10-K.
Unless otherwise stated in this report, net contracts signed represents a number or value equal to the gross number or value of contracts for the sale of homes signed during the relevant period, less the number or value of contracts canceled during the relevant period (irrespective of whether the contract was signed during the relevant period or in a prior period). Backlog consists of homes under contract but not yet delivered to our home buyers (“backlog”). Backlog conversion represents the percentage of homes delivered in the period from backlog at the beginning of the period (“backlog conversion”).
OVERVIEW
Our Business Environment and Current Outlook
In the three months ended January 31, 2023, home sales revenue increased 4% as compared to the three months ended January 31, 2022. In the quarter, we delivered 1,826 homes with an average delivered price of $958,100, as compared to 1,929 delivered homes at an average price of $874,700 in the first quarter of fiscal 2022. The increase in average delivered price and home sales revenues in the three months ended January 31, 2023 reflects the strong demand for our homes that existed through the first half of fiscal 2022, as many of the homes delivered in our first quarter were contracted prior to the softening in demand in the latter half of fiscal 2022.
In the three months ended January 31, 2023, we signed 1,461 net contracts with an aggregate value of $1.45 billion as compared to 2,929 net contracts with an aggregate value of $2.99 billion in the three months ended January 31, 2022, representing decreases of 50% in units and 51% in dollars, respectively. The decline in net signed contracts was due to a softer demand environment compared to the prior year period. We primarily attribute this decline to the steep increases in mortgage rates that occurred over the course of 2022, as well as uncertainty regarding the direction of the economy resulting from higher inflation, the rise in mortgage rates and other macro-economic conditions. Although mortgage rates continue to fluctuate, the average 30-year fixed mortgage rate has declined from its recent peak above 7% in November 2022. In addition, other economic indicators have improved since the fall of 2022, including the consumer price and confidence indices. As a result of these improved conditions, as well as the impact of seasonal trends and additional incentives, we experienced an increase in buyer traffic and demand at the start of calendar 2023. It is unclear whether this demand improvement will continue into the foreseeable future. Over the long term, we believe that the housing market will continue to benefit from strong fundamentals, including demographic and migration trends and an overall shortage of homes in the United States.
Our backlog at January 31, 2023 was 7,733 homes and $8.58 billion, down 32% in units and 21% in dollars as compared to our backlog at January 31, 2022. We continue to experience extended build times (the time it takes from contract signing to delivery of the completed home) due to the impacts of supply chain, labor and other disruptions that characterized the home construction industry during fiscal 2022. However, with a weaker demand environment compared to one year ago and fewer home starts in the overall market, we expect these disruptions to recede. We have seen slight improvement in build times during the three months ended January 31, 2023.
Financial and Operational Highlights
In the three-month period ended January 31, 2023, we recognized $1.78 billion of revenues, consisting of $1.75 billion of home sales revenues and $30.7 million of land sales and other revenues, and net income of $191.5 million, as compared to $1.79 billion of revenues, consisting of $1.69 billion of home sales revenues and $103.7 million of land sales and other revenues, and $151.9 million of net income in the three-month period ended January 31, 2022.
In the three-month periods ended January 31, 2023 and 2022, the value of net contracts signed was $1.45 billion (1,461 homes) and $2.99 billion (2,929 homes), respectively.
The value of our backlog at January 31, 2023 was $8.58 billion (7,733 homes), as compared to our backlog at January 31, 2022 of $10.80 billion (11,302 homes). Our backlog at October 31, 2022 was $8.87 billion (8,098 homes), as compared to backlog of $9.50 billion (10,302 homes) at October 31, 2021.
At January 31, 2023, we had $791.6 million of cash and cash equivalents on hand and approximately $1.79 billion available under our $1.905 billion revolving credit facility (the “Revolving Credit Facility”). At January 31, 2023, we had no borrowings and we had approximately $120.4 million of outstanding letters of credit under the Revolving Credit Facility. On February 14,
24
2023, we entered into a new $1.905 billion senior unsecured revolving credit facility that replaces the Revolving Credit Facility and is scheduled to terminate on February 14, 2028. In addition, we entered into an amendment to the Term Loan Facility to extend the maturity date of $487.5 million of outstanding term loans to February 14, 2028, with $60.9 million due on November 1, 2026 and the remaining $101.6 million due on November 1, 2025.
At January 31, 2023, we owned or controlled through options approximately 71,300 home sites, as compared to approximately 76,000 at October 31, 2022; and approximately 80,900 at October 31, 2021. Of the approximately 71,300 total home sites that we owned or controlled through options at January 31, 2023, we owned approximately 36,900 and controlled approximately 34,400 through options. Of the 36,900 home sites owned, approximately 17,400 were substantially improved. In addition, as of January 31, 2023, we expect to purchase approximately 7,200 additional home sites over several years from certain of the joint ventures in which we have interests, at prices to be determined.
At January 31, 2023, we were selling from 328 communities, compared to 348 at October 31, 2022; and 325 at January 31, 2022.
At January 31, 2023, our total stockholders’ equity and our debt to total capitalization ratio were $6.20 billion and 0.34 to 1.00, respectively.
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RESULTS OF OPERATIONS – OVERVIEW
The following table compares certain items in our Condensed Consolidated Statements of Operations and Comprehensive Income and other supplemental information for the three months ended January 31, 2023 and 2022 ($ amounts in millions, unless otherwise stated). For more information regarding results of operations by segment, see “Segments” in this MD&A.
| Three months ended January 31, | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | % Change | |||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Home sales | $ | 1,749.4 | $ | 1,687.4 | 4 | % | |||||||||||||||||||||||||||||
| Land sales and other | 30.7 | 103.7 | |||||||||||||||||||||||||||||||||
| 1,780.2 | 1,791.1 | (1) | % | ||||||||||||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||||||||||||||
| Home sales | 1,300.9 | 1,289.5 | 1 | % | |||||||||||||||||||||||||||||||
| Land sales and other | 42.4 | 99.6 | |||||||||||||||||||||||||||||||||
| 1,343.4 | 1,389.1 | (3) | % | ||||||||||||||||||||||||||||||||
| Selling, general and administrative | 211.5 | 226.9 | (7) | % | |||||||||||||||||||||||||||||||
| Income from operations | 225.3 | 175.1 | 29 | % | |||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||
| (Loss) income from unconsolidated entities | (4.4) | 22.0 | (120) | % | |||||||||||||||||||||||||||||||
| Other income – net | 32.9 | 3.7 | 787 | % | |||||||||||||||||||||||||||||||
| Income before income taxes | 253.8 | 200.8 | 26 | % | |||||||||||||||||||||||||||||||
| Income tax provision | 62.3 | 48.9 | 27 | % | |||||||||||||||||||||||||||||||
| Net income | $ | 191.5 | $ | 151.9 | 26 | % | |||||||||||||||||||||||||||||
| Supplemental information: | |||||||||||||||||||||||||||||||||||
| Home sales cost of revenues as a percentage of home sales revenues | 74.4 | % | 76.4 | % | |||||||||||||||||||||||||||||||
| Land sales and other cost of revenues as a percentage of land sales and other revenues | 138.0 | % | 96.0 | % | |||||||||||||||||||||||||||||||
| SG&A as a percentage of home sale revenues | 12.1 | % | 13.4 | % | |||||||||||||||||||||||||||||||
| Effective tax rate | 24.5 | % | 24.4 | % | |||||||||||||||||||||||||||||||
| Deliveries – units | 1,826 | 1,929 | (5) | % | |||||||||||||||||||||||||||||||
| Deliveries – average delivered price (in ‘000s) | $ | 958.1 | $ | 874.7 | 10 | % | |||||||||||||||||||||||||||||
| Net contracts signed – value | $ | 1,454.3 | $ | 2,993.0 | (51) | % | |||||||||||||||||||||||||||||
| Net contracts signed – units | 1,461 | 2,929 | (50) | % | |||||||||||||||||||||||||||||||
| Net contracts signed – average contracted price (in ‘000s) | $ | 995.4 | $ | 1,021.9 | (3) | % | |||||||||||||||||||||||||||||
| At January 31, | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | % Change | |||||||||||||||||||||||||||||||||
| Backlog – value | $ | 8,584.8 | $ | 10,804.9 | (21) | % | |||||||||||||||||||||||||||||
| Backlog – units | 7,733 | 11,302 | (32) | % | |||||||||||||||||||||||||||||||
| Backlog – average contracted price (in ‘000s) | $ | 1,110.2 | $ | 956.0 | 16 | % | |||||||||||||||||||||||||||||
Note: Due to rounding, amounts may not add. “Net contracts signed – value” is net of all cancellations that occurred in the period. It includes the value of each binding agreement of sale that was signed in the period, plus the value of all options that were selected during the period, regardless of when the initial agreement of sale related to such options was signed.
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Home Sales Revenues and Home Sales Cost of Revenues
The increase in home sale revenues for the three months ended January 31, 2023, as compared to the three months ended January 31, 2022, was attributable to a 10% increase in the average price of homes delivered, offset, in part, by a 5% decrease in the number of homes delivered. The increase in the average delivered home price was mainly due to sales price increases as well as a shift in the number of homes delivered to more expensive areas and/or products, most notably in the Mid-Atlantic region.
The decrease in home sales cost of revenues, as a percentage of home sales revenues, in the three months ended January 31, 2023, as compared to the three months ended January 31, 2022, was principally due to a shift in the mix of revenues to higher margin products/areas, sales price increases outpacing cost increases, offset, in part, by higher inventory impairment charges in the fiscal 2023 period. In addition, interest expense as a percentage of home sales revenues was lower in the fiscal 2023 period. In the three months ended January 31, 2023 and 2022, interest expense, as a percentage of home sales revenues, was 1.4% and 1.9%, respectively.
Land Sales and Other Revenues and Land Sales and Other Cost of Revenues
Our revenues from land sales and other generally consist of the following: (1) land sales to joint ventures in which we retain an interest; (2) lot sales to third-party builders within our master-planned communities; (3) bulk sales to third parties of land we have decided no longer meets our development criteria; and (4) sales of commercial and retail properties generally located at our City Living buildings. Land sales to joint ventures in which we retain an interest are generally sold at our land basis and therefore little to no gross margin is earned on these sales. The increase in land sales and other cost of revenues as a percentage of land sales and other revenues was primarily due to $13.0 million of impairment charges recognized in the fiscal 2023 period in connection with planned land sales.
Selling, General and Administrative Expenses (“SG&A”)
SG&A spending decreased by $15.4 million in the fiscal 2023 three-month period, as compared to the fiscal 2022 three-month period. As a percentage of home sales revenues, SG&A was 12.1% in the fiscal 2023 period, as compared to 13.4% in the fiscal 2022 period. The dollar decrease in SG&A was primarily due to reduced sales and marketing costs. The decrease in SG&A as a percentage of revenues was due to revenues increasing 4% in the fiscal 2023 period, while SG&A spending decreased 7%. The reduction in SG&A, as a percentage of revenues, was primarily due to reduced commissions and marketing costs in the fiscal 2023 period, as compared to the fiscal 2022 period.
Income from Unconsolidated Entities
We have investments in joint ventures to (i) develop land for the joint venture participants and for sale to outside builders (“Land Development Joint Ventures”); (ii) develop for-sale homes (“Home Building Joint Ventures”); (iii) develop luxury for-rent residential apartments and single family homes, commercial space, and a hotel (“Rental Property Joint Ventures”); and (iv) invest in distressed loans and real estate and provide financing and land banking to residential builders and developers for the acquisition and development of land and home sites (“Gibraltar Joint Ventures”).
We recognize our proportionate share of the earnings and losses from these unconsolidated entities. Many of our unconsolidated entities are land development projects, high-rise/mid-rise condominium construction projects, or for-rent apartment and for-rent single-family home projects, which do not generate revenues and earnings for a number of years during the development of the properties. Once development is complete for land development projects and high-rise/mid-rise condominium construction projects, these unconsolidated entities will generally, over a relatively short period of time, generate revenues and earnings until all of the assets of the entity are sold. Further, once for-rent apartments and for-rent single-family home projects are complete and stabilized, we may monetize a portion of these projects through a recapitalization or a sale of all or a portion of our ownership interest in the joint venture, generally resulting in an income-producing event. Because of the long development periods associated with these entities, the earnings recognized from these entities may vary significantly from quarter to quarter and year to year.
Income from unconsolidated entities decreased by $26.5 million in the three-month period ended January 31, 2023, as compared to the three-month period ended January 31, 2022. This decrease was primarily due to a $21.0 million gain recognized in the fiscal 2022 period related to a property sale by one of our Rental Property Joint Ventures.
27
Other Income – Net
The table below provides, for the periods indicated, the components of “Other income – net” (amounts in thousands):
| Three months ended January 31, | |||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| (Loss) income from ancillary businesses | $ | (2,949) | $ | 1,960 | |||||||||||||||||||
Management fee income from Land Development and Home Building Joint Ventures – net | 1,403 | 1,338 | |||||||||||||||||||||
Gain on litigation settlements – net | 27,683 | — | |||||||||||||||||||||
| Other | 6,778 | 414 | |||||||||||||||||||||
Total other income – net | $ | 32,915 | $ | 3,712 | |||||||||||||||||||
The decrease in income from ancillary businesses in the three months ended January 31, 2023, as compared to the three months ended January 31, 2022, was mainly due to lower income from our mortgage operations due to lower volume and increased competition reducing spreads.
Management fee income from Home Building and Land Development Joint Ventures - net includes fees earned by our home building operations. The increase in income in the three months ended January 31, 2023 was primarily related to an increase in fees from our single family rental joint ventures.
The gain on litigation settlements - net in the fiscal 2023 period primarily relates to the settlement of an open insurance claim. No similar gains occurred in the fiscal 2022 period.
The increase in “other” was primarily due to an increase in interest income in the fiscal 2023 period due to higher interest rates.
Income Before Income Taxes
For the three-month period ended January 31, 2023, we reported income before income taxes of $253.8 million, as compared to $200.8 million in the three-month period ended January 31, 2022.
Income Tax Provision
We recognized an income tax provision of $62.3 million and $48.9 million in the three-month periods ended January 31, 2023 and January 31, 2022, respectively. Based upon the federal statutory rate of 21.0% for the fiscal 2023 and 2022 periods, our federal tax provision would have been $53.3 million and $42.2 million, in the three-month periods ended January 31, 2023 and January 31, 2022, respectively. The differences between the tax provisions recognized and the tax provisions based on the federal statutory rate were mainly due to the provision for state income taxes, offset, in part, by excess tax benefits related to stock-based compensation.
Contracts
In the three-month periods ended January 31, 2023 and 2022, the value of net contracts signed was $1.45 billion (1,461 homes) and $2.99 billion (2,929 homes), respectively. The aggregate value of net contracts signed decreased $1.54 billion, or 51%, in the three-month period ended January 31, 2023, as compared to the three-month period ended January 31, 2022. The decrease in the aggregate value of net contracts signed was due to a 50% decrease in the number of net contracts signed and a 3% decrease in the average value attributed to each signed contract. The decrease in the number of net contracts signed reflects a moderation in demand from the strong prior year period. The decrease in the average value attributed to each signed contract is principally due to a shift in the number of contracts signed to less expensive areas and/or products and an increase in sales incentives.
Backlog
The value of our backlog at January 31, 2023 decreased 21% to $8.58 billion (7,733 homes), as compared to $10.80 billion (11,302 homes) at January 31, 2022. Our backlog at October 31, 2022 and 2021 was $8.87 billion (8,098 homes) and $9.50 billion (10,302 homes), respectively.
For more information regarding results of operations by segment, see “Segments” in this MD&A.
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CAPITAL RESOURCES AND LIQUIDITY
Funding for our business has been, and continues to be, provided principally by cash flow from operating activities before inventory additions, credit arrangements with third parties, and the public capital markets.
Our cash flows from operations generally provide us with a significant source of liquidity. Our cash flows provided by operating activities, supplemented with our short-term borrowings and long-term debt, have been sufficient to fund our operations while allowing us to invest in activities that support the long-term growth of our Company. Our primary uses of cash include inventory additions in the form of land acquisitions and deposits to obtain control of land, land development, working capital to fund day-to-day operations, and investments in existing and future unconsolidated joint ventures. We may also use cash to fund capital expenditures such as investments in our information technology systems. From time to time we use some or all of the remaining available cash flow to repay debt, and to fund share repurchases and dividends on our common stock. We believe our sources of cash and liquidity will continue to be adequate to fund operations, finance our strategic operating initiatives, repay debt, fund our share repurchases and pay dividends for the foreseeable future.
At January 31, 2023, we had $791.6 million of cash and cash equivalents on hand and approximately $1.79 billion available for borrowing under our Revolving Credit Facility. On February 14, 2023, we entered into a new five-year senior unsecured revolving credit facility with a syndicate of banks that is scheduled to terminate on February 14, 2028. The new agreement provides for a revolving credit facility with committed borrowing capacity of $1.905 billion. The terms of the new credit facility are substantially the same as those of the Revolving Credit Facility. As with the Revolving Credit Facility, Toll Brothers, Inc. and substantially all of its home building subsidiaries are guarantors of the borrower’s obligations under the credit facility. In connection with the execution of the new revolving credit facility, the Revolving Credit Facility was terminated. Also on February 14, 2023, we entered into an amendment to the Term Loan Facility to extend the maturity date of $487.5 million of outstanding term loans to February 14, 2028, with $60.9 million due on November 1, 2026 and the remaining $101.6 million due on November 1, 2025.
Short-term Liquidity and Capital Resources
For at least the next twelve months, we expect our principal demand for funds will be for inventory additions in the form of land acquisition, deposits to control land and land development, operating expenses, including our general and administrative expenses, investments and funding of capital improvements, investments in existing and future unconsolidated joint ventures, debt repayment (including our $400.0 million 4.375% Senior Notes due April 15, 2023), common stock repurchases, and dividend payments. Demand for funds include interest and principal payments on current and future debt financing. We expect to meet our short-term liquidity requirements primarily through our cash and cash equivalents on hand and net cash flows provided by operations. Additional sources of funds include distributions from our unconsolidated joint ventures, borrowing capacity under our Revolving Credit Facility, and borrowings from banks and other lenders.
Toll Brothers Mortgage Company (“TBMC”) has a mortgage warehousing agreement with a lender (the “Warehousing Agreement”) that provides funds for the origination of mortgage loans by TBMC. The agreement is scheduled to expire on March 31, 2023. While we intend to refinance the TBMC Warehousing Agreement prior to its maturity, there can be no assurances that it can be renewed or replaced on commercially reasonable terms upon its expiration. However, we believe we have adequate liquidity to meet TBMC’s anticipated financing needs.
We believe we will have sufficient liquidity available to fund our business needs, commitments and contractual obligations in a timely manner for the next twelve months. We may, however, seek additional financing to fund future growth or refinance our existing indebtedness through the debt capital markets, but we cannot be assured that such financing will be available on favorable terms, or at all.
Long-term Liquidity and Capital Resources
Beyond the next twelve months, our principal demands for funds will be for the payments of the principal amount of our long-term debt as it becomes due or matures, land purchases and inventory additions needed to grow our business, long-term capital investments and investments in unconsolidated joint ventures, common stock repurchases, and dividend payments.
Over the longer term, to the extent the sources of capital described above are insufficient to meet our needs, we may also conduct additional public offerings of our securities, refinance debt or dispose of certain assets to fund our operating activities and debt service. We expect these resources will be adequate to fund our ongoing operating activities as well as provide capital for investment in future land purchases and related development activities and future joint ventures.
Material Cash Requirements
We are a party to many agreements that include contractual obligations and commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are
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reflected on the Condensed Consolidated Balance Sheet as of January 31, 2023, while others are considered future commitments. Our contractual obligations primarily consist of long-term debt and related interest payments, payments due on our mortgage company loan facility, purchase obligations related to expected acquisition of land under purchase agreements and land development agreements (many of which are secured by letters of credit or surety bonds), operating leases, and obligations under our deferred compensation plan, supplemental executive retirement plans, and 401(k) savings plans. We also enter into certain short-term lease commitments, commitments to fund our existing or future unconsolidated joint ventures, letters of credit and other purchase obligations in the normal course of business. For more information regarding our primary obligations, refer to Note 5, “Loans Payable, Senior Notes, and Mortgage Company Loan Facility,” and Note 13, “Commitments and Contingencies,” to the Condensed Consolidated Financial Statements for amounts outstanding as of January 31, 2023, related to debt and commitments and contingencies, respectively.
We also operate through a number of joint ventures and have undertaken various commitments as a result of those arrangements. At January 31, 2023, we had investments in these entities of $908.9 million and were committed to invest or advance up to an additional $308.3 million to these entities if they require additional funding. At January 31, 2023, we had agreed to terms for the acquisition of 444 home sites from three joint ventures for an estimated aggregate purchase price of $44.8 million. In addition, we expect to purchase approximately 7,200 additional home sites over a number of years from several joint ventures in which we have interests; the purchase price of these home sites will be determined at a future date.
The unconsolidated joint ventures in which we have investments generally finance their activities with a combination of partner equity and debt financing. In some instances, we and our joint venture partner have guaranteed debt of unconsolidated entities. These guarantees may include any or all of the following: (i) project completion guarantees, including any cost overruns; (ii) repayment guarantees, generally covering a percentage of the outstanding loan; (iii) carry cost guarantees, which cover costs such as interest, real estate taxes, and insurance; (iv) an environmental indemnity provided to the lender that holds the lender harmless from and against losses arising from the discharge of hazardous materials from the property and non-compliance with applicable environmental laws; and (v) indemnification of the lender from “bad boy acts” of the unconsolidated entity.
In these situations where we have joint and several guarantees with our joint venture partner, we generally seek to implement a reimbursement agreement with our partner that provides that neither party is responsible for more than its proportionate share or agreed-upon share of the guarantee; however, we are not always successful. In addition, if the joint venture partner does not have adequate financial resources to meet its obligations under such a reimbursement agreement, we may be liable for more than our proportionate share. We believe that, as of January 31, 2023, in the event we become legally obligated to perform under a guarantee of the obligation of an unconsolidated entity due to a triggering event, the collateral in such entity should be sufficient to repay all or a significant portion of the obligation. If it is not, we and our partners would need to contribute additional capital to the entity. At January 31, 2023, we had guaranteed the debt of certain unconsolidated entities that have loan commitments aggregating $3.04 billion, of which, if the full amount of the debt obligations were borrowed, we estimate $627.3 million to be our maximum exposure related to repayment and carry cost guarantees. At January 31, 2023, the unconsolidated entities had borrowed an aggregate of $1.29 billion, of which we estimate $418.8 million to be our maximum exposure related to repayment and carry cost guarantees. The terms of these guarantees generally range from 1 month to 4.0 years. These maximum exposure estimates do not take into account any recoveries from the underlying collateral or any reimbursement from our partners. Nor do they include any potential exposures related to project completion guarantees or the indemnities noted above, which are not estimable.
For more information regarding these joint ventures, see Note 3, “Investments in Unconsolidated Entities” in the Notes to Condensed Consolidated Financial Statements.
Debt Service Requirements
Our financing strategy is to ensure liquidity and access to capital markets, to maintain a balanced profile of debt maturities, and to manage our exposure to floating interest rate volatility.
Outside of the normal course of operations, one of our principal liquidity needs is the payment of principal and interest on outstanding indebtedness. We are required by the terms of certain loan documents to meet certain covenants, such as financial ratios and reporting requirements. As of January 31, 2023, we were in compliance with all such covenants and requirements on our term loan, credit facility and other loans payable. Refer to Note 5, “Loans Payable, Senior Notes, and Mortgage Company Loan Facility” in the Notes to the Condensed Consolidated Financial Statements.
Operating Activities
At January 31, 2023 and October 31, 2022, we had $791.6 million and $1.35 billion, respectively, of cash and cash equivalents. Cash used in operating activities during the three-month period ended January 31, 2023 was $357.8 million. Cash used in operating activities during the fiscal 2023 period was primarily related to an increase in inventory, a decrease in accounts
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payable and accrued expenses, a decrease in current income taxes - net and a decrease in customer deposits – net. This activity was offset, in part, by net income (adjusted for stock-based compensation, impairments, depreciation and amortization, income and distributions of earnings from unconsolidated entities and deferred taxes); mortgage loans sold, net of mortgage loans originated; and a decrease in receivables, prepaid expenses, and other assets.
At January 31, 2022 and October 31, 2021, we had $671.4 million and $1.64 billion, respectively, of cash and cash equivalents. Cash used in operating activities during the three-month period ended January 31, 2022 was $280.7 million. Cash used in operating activities during the fiscal 2022 period was primarily related to an increase in inventory, an increase in receivables, prepaid expenses, and other assets, a decrease in current income taxes - net, and a decrease in accounts payable and accrued expenses. This activity was offset, in part, by net income (adjusted for stock-based compensation, inventory impairments and write-offs, depreciation and amortization, income from unconsolidated entities and deferred taxes); mortgage loans sold, net of mortgage loans originated; and an increase in customer deposits – net.
Investing Activities
In the three-month period ended January 31, 2023, cash used in investing activities was $69.4 million, which was primarily related to $74.6 million used to fund our investments in unconsolidated entities and $19.7 million used for the purchase of property and equipment. This activity was offset, in part, by $15.9 million of cash received as returns from our investments in unconsolidated entities and $9.0 million of cash proceeds from the sale of assets.
In the three-month period ended January 31, 2022, cash used in investing activities was $62.4 million, which was primarily related to $109.9 million used to fund our investments in unconsolidated entities and $18.5 million used for the purchase of property and equipment. This activity was offset, in part, by $65.8 million of cash received as returns from our investments in unconsolidated entities.
Financing Activities
We used $132.5 million of cash in financing activities in the three-month period ended January 31, 2023, primarily for payments of $125.1 million of loans payable, net of borrowings, the payment of dividends on our common stock of $22.9 million, and the repurchase of $9.4 million of our common stock. This activity was offset, in part, by $24.9 million of proceeds related to stock-based benefit plans - net.
We used $617.0 million of cash in financing activities in the three-month period ended January 31, 2022, primarily for the redemption of senior notes of $409.9 million, the repurchase of $128.1 million of our common stock, payments of $55.3 million of loans payable, net of borrowings, and the payment of dividends on our common stock of $21.1 million.
CRITICAL ACCOUNTING ESTIMATES
As disclosed in our 2022 Form 10-K, our most critical accounting estimates relate to inventory, cost of revenue recognition, warranty and self-insurance, and investments in unconsolidated entities. Since October 31, 2022, there have been no material changes to those critical accounting estimates.
SUPPLEMENTAL GUARANTOR INFORMATION
At January 31, 2023, our 100%-owned subsidiary, Toll Brothers Finance Corp. (the “Subsidiary Issuer”), had issued and outstanding $2.00 billion aggregate principal amount of senior notes maturing on various dates between April 15, 2023 and November 1, 2029 (the “Senior Notes”). For further information regarding the Senior Notes, see Note 5 to our Consolidated Condensed Financial Statements under the caption “Senior Notes.”
The obligations of the Subsidiary Issuer to pay principal, premiums, if any, and interest are guaranteed jointly and severally on a senior basis by Toll Brothers, Inc. and substantially all of its 100%-owned home building subsidiaries (the “Guarantor Subsidiaries” and, together with us, the “Guarantors”). The guarantees are full and unconditional, and the Subsidiary Issuer and each of the Guarantor Subsidiaries are consolidated subsidiaries of Toll Brothers, Inc. Our non-home building subsidiaries and several of our home building subsidiaries (together, the “Non-Guarantor Subsidiaries”) do not guarantee the Senior Notes. The Subsidiary Issuer generates no operating revenues and does not have any independent operations other than the financing of our other subsidiaries by lending the proceeds of its public debt offerings, including the Senior Notes. Our home building operations are conducted almost entirely through the Guarantor Subsidiaries. Accordingly, the Subsidiary Issuer’s cash flow and ability to service the Senior Notes is dependent upon the earnings of the Company’s subsidiaries and the distribution of those earnings to the Subsidiary Issuer, whether by dividends, loans or otherwise. Holders of the Senior Notes have a direct claim only against the Subsidiary Issuer and the Guarantors. The obligations of the Guarantors under their guarantees will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference or similar laws affecting the rights of creditors generally) under applicable law.
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The indentures under which the Senior Notes were issued provide that any of our subsidiaries that provide a guarantee of our obligations under the Revolving Credit Facility will guarantee the Senior Notes. The indentures further provide that any Guarantor Subsidiary may be released from its guarantee so long as (i) no default or event of default exists or would result from release of such guarantee; (ii) the Guarantor Subsidiary being released has consolidated net worth of less than 5% of the Company’s consolidated net worth as of the end of our most recent fiscal quarter; (iii) the Guarantor Subsidiaries released from their guarantees in any fiscal year comprise in the aggregate less than 10% (or 15% if and to the extent necessary to permit the cure of a default) of our consolidated net worth as of the end of our most recent fiscal quarter; (iv) such release would not have a material adverse effect on ours and our subsidiaries’ home building business; and (v) the Guarantor Subsidiary is released from its guaranty under the Revolving Credit Facility. If there are no guarantors under the Revolving Credit Facility, all Guarantor Subsidiaries under the indentures will be released from their guarantees.
The following summarized financial information is presented for Toll Brothers, Inc., the Subsidiary Issuer, and the Guarantor Subsidiaries on a combined basis after intercompany transactions and balances have been eliminated among Toll Brothers, Inc., the Subsidiary Issuer and the Guarantor Subsidiaries, as well as their investment in, and equity in earnings from the Non-Guarantor Subsidiaries.
Summarized Balance Sheet Data (Amounts in millions):
| January 31, 2023 | |||||
| Assets | |||||
| Cash | $ | 615.1 | |||
| Inventory | $ | 8,939.8 | |||
| Amount due from Non-Guarantor Subsidiaries | $ | 763.9 | |||
| Total assets | $ | 11,020.7 | |||
| Liabilities & Stockholders' Equity | |||||
| Loans payable | $ | 1,107.7 | |||
| Senior notes | $ | 1,995.4 | |||
| Total liabilities | $ | 5,196.4 | |||
| Stockholders' equity | $ | 5,843.2 | |||
Summarized Statement of Operations Data (Amounts in millions):
| For the three months ended January 31, 2023 | |||||
| Revenues | $ | 1,729.6 | |||
| Cost of revenues | $ | 1,302.4 | |||
| Selling, general and administrative | $ | 209.5 | |||
| Income before income taxes | $ | 247.5 | |||
| Net income | $ | 186.8 | |||
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SEGMENTS
We operate in the following five geographic segments, with current operations generally located in the states listed below:
•The North region: Connecticut, Delaware, Illinois, Massachusetts, Michigan, New Jersey, New York and Pennsylvania;
•The Mid-Atlantic region: Georgia, Maryland, North Carolina, Tennessee and Virginia;
•The South region: Florida, South Carolina and Texas;
•The Mountain region: Arizona, Colorado, Idaho, Nevada and Utah; and
•The Pacific region: California, Oregon and Washington.
At October 31, 2022, we concluded that our City Living operations were no longer a reportable operating segment, primarily due to their insignificance as a result of the change in structure and shift in strategy. Amounts reported in prior periods have been restated to conform to the fiscal 2023 presentation. The realignment did not have any impact on our consolidated financial position, results of operations, earnings per share or cash flows for the periods presented.
The tables below summarize information related to units delivered and revenues, net contracts signed, and income (loss) before income taxes, by segment, for the periods indicated, and information related to backlog, by segment, as of the dates indicated.
Units Delivered and Revenues:
| Three months ended January 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues ($ in millions) | Units Delivered | Average Delivered Price ($ in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | % Change | 2023 | 2022 | % Change | 2023 | 2022 | % Change | |||||||||||||||||||||||||||||||||||||||||||||
| (restated) | (restated) | (restated) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| North | $ | 322.8 | $ | 355.1 | (9) | % | 357 | 418 | (15) | % | $ | 904.2 | $ | 849.6 | 6 | % | |||||||||||||||||||||||||||||||||||||
| Mid-Atlantic | 189.1 | 242.9 | (22) | % | 166 | 276 | (40) | % | $ | 1,139.1 | $ | 880.0 | 29 | % | |||||||||||||||||||||||||||||||||||||||
| South | 392.9 | 243.5 | 61 | % | 489 | 347 | 41 | % | $ | 803.5 | $ | 701.8 | 14 | % | |||||||||||||||||||||||||||||||||||||||
| Mountain | 480.2 | 462.3 | 4 | % | 548 | 603 | (9) | % | $ | 876.3 | $ | 766.7 | 14 | % | |||||||||||||||||||||||||||||||||||||||
| Pacific | 364.8 | 385.0 | (5) | % | 266 | 285 | (7) | % | $ | 1,371.3 | $ | 1,350.7 | 2 | % | |||||||||||||||||||||||||||||||||||||||
| Total home building | 1,749.8 | 1,688.8 | 4 | % | 1,826 | 1,929 | (5) | % | $ | 958.3 | $ | 875.5 | 9 | % | |||||||||||||||||||||||||||||||||||||||
| Other | (0.4) | (1.4) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total home sales revenue | 1,749.4 | 1,687.4 | 4 | % | 1,826 | 1,929 | (5) | % | $ | 958.0 | $ | 874.7 | 10 | % | |||||||||||||||||||||||||||||||||||||||
| Land sales and other revenue | 30.7 | 103.7 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | 1,780.1 | $ | 1,791.1 | |||||||||||||||||||||||||||||||||||||||||||||||||
Net Contracts Signed:
| Three months ended January 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Contract Value ($ in millions) | Net Contracted Units | Average Contracted Price ($ in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | % Change | 2023 | 2022 | % Change | 2023 | 2022 | % Change | |||||||||||||||||||||||||||||||||||||||||||||
| (restated) | (restated) | (restated) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| North | $ | 315.2 | $ | 438.8 | (28) | % | 328 | 484 | (32) | % | $ | 961.0 | $ | 906.7 | 6 | % | |||||||||||||||||||||||||||||||||||||
| Mid-Atlantic | 264.1 | 360.6 | (27) | % | 251 | 366 | (31) | % | $ | 1,052.2 | $ | 985.3 | 7 | % | |||||||||||||||||||||||||||||||||||||||
| South | 328.5 | 611.5 | (46) | % | 415 | 737 | (44) | % | $ | 791.6 | $ | 829.7 | (5) | % | |||||||||||||||||||||||||||||||||||||||
| Mountain | 263.9 | 758.0 | (65) | % | 299 | 799 | (63) | % | $ | 882.6 | $ | 948.7 | (7) | % | |||||||||||||||||||||||||||||||||||||||
| Pacific | 282.6 | 824.1 | (66) | % | 168 | 543 | (69) | % | $ | 1,681.8 | $ | 1,517.6 | 11 | % | |||||||||||||||||||||||||||||||||||||||
| Total consolidated | $ | 1,454.3 | $ | 2,993.0 | (51) | % | 1,461 | 2,929 | (50) | % | $ | 995.4 | $ | 1,021.8 | (3) | % | |||||||||||||||||||||||||||||||||||||
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Backlog:
| At January 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Backlog Value ($ in millions) | Backlog Units | Average Backlog Price ($ in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | % Change | 2023 | 2022 | % Change | 2023 | 2022 | % Change | |||||||||||||||||||||||||||||||||||||||||||||
| (restated) | (restated) | (restated) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| North | $ | 1,112.5 | $ | 1,578.2 | (30) | % | 1,093 | 1,803 | (39) | % | $ | 1,017.9 | $ | 875.3 | 16 | % | |||||||||||||||||||||||||||||||||||||
| Mid-Atlantic | 1,035.9 | 1,122.5 | (8) | % | 927 | 1,143 | (19) | % | $ | 1,117.5 | $ | 982.1 | 14 | % | |||||||||||||||||||||||||||||||||||||||
| South | 2,289.7 | 2,333.4 | (2) | % | 2,449 | 2,860 | (14) | % | $ | 934.9 | $ | 815.9 | 15 | % | |||||||||||||||||||||||||||||||||||||||
| Mountain | 2,383.7 | 3,317.9 | (28) | % | 2,275 | 3,794 | (40) | % | $ | 1,047.8 | $ | 874.5 | 20 | % | |||||||||||||||||||||||||||||||||||||||
| Pacific | 1,763.0 | 2,452.9 | (28) | % | 989 | 1,702 | (42) | % | $ | 1,782.6 | $ | 1,441.2 | 24 | % | |||||||||||||||||||||||||||||||||||||||
| Total consolidated | $ | 8,584.8 | $ | 10,804.9 | (21) | % | 7,733 | 11,302 | (32) | % | $ | 1,110.2 | $ | 956.0 | 16 | % | |||||||||||||||||||||||||||||||||||||
| At October 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Backlog Value ($ in millions) | Backlog Units | Average Backlog Price ($ in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | % Change | 2022 | 2021 | % Change | 2022 | 2021 | % Change | |||||||||||||||||||||||||||||||||||||||||||||
| North | $ | 1,119.5 | $ | 1,494.2 | (25) | % | 1,122 | 1,737 | (35) | % | $ | 997.8 | $ | 860.2 | 16 | % | |||||||||||||||||||||||||||||||||||||
| Mid-Atlantic | 960.5 | 1,004.5 | (4) | % | 842 | 1,053 | (20) | % | $ | 1,140.7 | $ | 954.0 | 20 | % | |||||||||||||||||||||||||||||||||||||||
| South | 2,352.5 | 1,965.2 | 20 | % | 2,523 | 2,470 | 2 | % | $ | 932.4 | $ | 795.6 | 17 | % | |||||||||||||||||||||||||||||||||||||||
| Mountain | 2,597.3 | 3,021.9 | (14) | % | 2,524 | 3,598 | (30) | % | $ | 1,029.0 | $ | 839.9 | 23 | % | |||||||||||||||||||||||||||||||||||||||
| Pacific | 1,844.3 | 2,013.3 | (8) | % | 1,087 | 1,444 | (25) | % | $ | 1,696.7 | $ | 1,394.3 | 22 | % | |||||||||||||||||||||||||||||||||||||||
| Total consolidated | $ | 8,874.1 | $ | 9,499.1 | (7) | % | 8,098 | 10,302 | (21) | % | $ | 1,095.8 | $ | 922.1 | 19 | % | |||||||||||||||||||||||||||||||||||||
Income (Loss) Before Income Taxes ($ amounts in millions):
| Three months ended January 31, | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | % Change | |||||||||||||||||||||||||||||||||
| (restated) | |||||||||||||||||||||||||||||||||||
| North | $ | 36.6 | $ | 45.7 | (20) | % | |||||||||||||||||||||||||||||
| Mid-Atlantic | 22.9 | 33.4 | (31) | % | |||||||||||||||||||||||||||||||
| South | 52.4 | 22.6 | 132 | % | |||||||||||||||||||||||||||||||
| Mountain | 87.3 | 71.0 | 23 | % | |||||||||||||||||||||||||||||||
| Pacific | 79.1 | 63.1 | 25 | % | |||||||||||||||||||||||||||||||
| Total home building | 278.3 | 235.8 | 18 | % | |||||||||||||||||||||||||||||||
| Corporate and other | (24.5) | (34.8) | 30 | % | |||||||||||||||||||||||||||||||
| Total consolidated | $ | 253.8 | $ | 201.0 | 26 | % | |||||||||||||||||||||||||||||
“Corporate and other” is comprised principally of general corporate expenses such as our executive offices; the corporate finance, accounting, audit, tax, human resources, risk management, information technology, marketing, and legal groups; interest income; income from certain of our ancillary businesses, including our apartment rental development business and our high-rise urban luxury condominium business; and income from our Rental Property Joint Ventures and Gibraltar Joint Ventures.
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FISCAL 2023 COMPARED TO FISCAL 2022 (Restated)
North
| Three months ended January 31, | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | Change | |||||||||||||||||||||||||||||||||
| Units Delivered and Revenues: | |||||||||||||||||||||||||||||||||||
| Home sales revenues ($ in millions) | $ | 322.8 | $ | 355.1 | (9) | % | |||||||||||||||||||||||||||||
| Units delivered | 357 | 418 | (15) | % | |||||||||||||||||||||||||||||||
Average delivered price ($ in thousands) | $ | 904.2 | $ | 849.6 | 6 | % | |||||||||||||||||||||||||||||
| Net Contracts Signed: | |||||||||||||||||||||||||||||||||||
| Net contract value ($ in millions) | $ | 315.2 | $ | 438.8 | (28) | % | |||||||||||||||||||||||||||||
| Net contracted units | 328 | 484 | (32) | % | |||||||||||||||||||||||||||||||
Average contracted price ($ in thousands) | $ | 961.0 | $ | 906.7 | 6 | % | |||||||||||||||||||||||||||||
Home sales cost of revenues as a percentage of home sale revenues | 78.4 | % | 77.9 | % | |||||||||||||||||||||||||||||||
Income before income taxes ($ in millions) | $ | 36.6 | $ | 45.7 | (20) | % | |||||||||||||||||||||||||||||
| Number of selling communities at January 31, | 49 | 60 | (18) | % | |||||||||||||||||||||||||||||||
The decrease in the number of homes delivered in the fiscal 2023 period was mainly due to a decrease in the number of homes in backlog at October 31, 2022, as compared to the number of homes in backlog at October 31, 2021, offset, in part, by higher backlog conversion. The increase in the average price of homes delivered in the fiscal 2023 period was primarily due to sales price increases and a shift in the number of homes delivered to more expensive areas and/or products.
The decreases in the number of net contracts signed in the fiscal 2023 period was mainly due to a decrease in the average number of selling communities, as well as weakened demand. The increase in the average value of each contract signed in the fiscal 2023 period was mainly due to a shift in the number of contracts signed to more expensive areas and/or products.
The decrease in income before income taxes in the fiscal 2023 period was attributable to lower earnings from decreased revenue and higher home sales cost of revenues, as a percentage of home sale revenues, offset, in part, by lower SG&A costs. The increase in home sales cost of revenues, as a percentage of home sales revenues, in the fiscal 2023 period was primarily due to a shift in product mix/areas to lower-margin areas, offset, in part, by lower interest expense as a percentage of home sales revenues. In addition, we recognized a $2.7 million land impairment during the fiscal 2023 period in connection with a planned land sale.
Mid-Atlantic
| Three months ended January 31, | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | Change | |||||||||||||||||||||||||||||||||
| Units Delivered and Revenues: | |||||||||||||||||||||||||||||||||||
| Home sales revenues ($ in millions) | $ | 189.1 | $ | 242.9 | (22) | % | |||||||||||||||||||||||||||||
| Units delivered | 166 | 276 | (40) | % | |||||||||||||||||||||||||||||||
Average delivered price ($ in thousands) | $ | 1,139.1 | $ | 880.0 | 29 | % | |||||||||||||||||||||||||||||
| Net Contracts Signed: | |||||||||||||||||||||||||||||||||||
| Net contract value ($ in millions) | $ | 264.1 | $ | 360.6 | (27) | % | |||||||||||||||||||||||||||||
| Net contracted units | 251 | 366 | (31) | % | |||||||||||||||||||||||||||||||
Average contracted price ($ in thousands) | $ | 1,052.2 | $ | 985.3 | 7 | % | |||||||||||||||||||||||||||||
Home sales cost of revenues as a percentage of home sale revenues | 72.9 | % | 77.5 | % | |||||||||||||||||||||||||||||||
Income before income taxes ($ in millions) | $ | 22.9 | $ | 33.4 | (31) | % | |||||||||||||||||||||||||||||
| Number of selling communities at January 31, | 39 | 34 | 15 | % | |||||||||||||||||||||||||||||||
The decrease in the number of homes delivered in the fiscal 2023 period was mainly due to a decrease in the number of homes in backlog at October 31, 2022, as compared to the number of homes in backlog at October 31, 2021 and lower backlog
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conversion. The increase in the average price of homes delivered in the fiscal 2023 period was primarily due to a shift in the number of homes delivered to more expensive areas and/or products and sales price increases.
The decrease in the number of net contracts signed in the fiscal 2023 period was mainly due to weakened demand, offset, in part, by an increase in the number of selling communities. The increase in the average value of each contract signed in the fiscal 2023 period was mainly due to a shift in the number of contracts signed to more expensive areas and/or products.
The decrease in income before income taxes in the fiscal 2023 period was mainly due to lower earnings from decreased revenue partially offset by lower home sales cost of revenues, as a percentage of home sales revenues.The decrease in home sales cost of revenues, as a percentage of home sales revenues, in the fiscal 2023 period was primarily due to a shift in product mix/areas to higher-margin areas and lower interest expense as a percentage of home sales revenues. In addition, we recognized a $10.3 million land impairment charge, included in land sales and other cost of revenues, during the fiscal 2023 period in connection with a planned land sale.
South
| Three months ended January 31, | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | Change | |||||||||||||||||||||||||||||||||
| Units Delivered and Revenues: | |||||||||||||||||||||||||||||||||||
| Home sales revenues ($ in millions) | $ | 392.9 | $ | 243.5 | 61 | % | |||||||||||||||||||||||||||||
| Units delivered | 489 | 347 | 41 | % | |||||||||||||||||||||||||||||||
Average delivered price ($ in thousands) | $ | 803.5 | $ | 701.8 | 14 | % | |||||||||||||||||||||||||||||
| Net Contracts Signed: | |||||||||||||||||||||||||||||||||||
| Net contract value ($ in millions) | $ | 328.5 | $ | 611.5 | (46) | % | |||||||||||||||||||||||||||||
| Net contracted units | 415 | 737 | (44) | % | |||||||||||||||||||||||||||||||
Average contracted price ($ in thousands) | $ | 791.6 | $ | 829.7 | (5) | % | |||||||||||||||||||||||||||||
Home sales cost of revenues as a percentage of home sale revenues | 76.9 | % | 77.8 | % | |||||||||||||||||||||||||||||||
Income before income taxes ($ in millions) | $ | 52.4 | $ | 22.6 | 132 | % | |||||||||||||||||||||||||||||
| Number of selling communities at January 31, | 98 | 86 | 14 | % | |||||||||||||||||||||||||||||||
The increase in the number of homes delivered in the fiscal 2023 period was mainly due to an increase in the number of homes in backlog at October 31, 2022, as compared to the number of homes in backlog at October 31, 2021 and higher backlog conversion. The increase in the average price of homes delivered in the fiscal 2023 period was primarily due to sales price increases and a shift in the number of homes delivered to more expensive areas.
The decrease in the number of net contracts signed in the fiscal 2023 period was due principally to a decline in demand, offset, in part, by an increase in the number of selling communities. The decrease in the average value of each contract signed in the fiscal 2023 period was primarily due to a shift in the number of contracts signed to less expensive areas or product types and increased sales incentives.
The increase in income before income taxes in the fiscal 2023 period was principally due to higher earnings from increased revenues and lower home sales cost of revenues, as a percentage of home sale revenues, offset, in part, by higher SG&A costs. The decrease in home sales cost of revenues, as a percentage of home sales revenues, in the fiscal 2023 period was primarily due to a shift in product mix/areas to higher-margin areas and lower interest expense as a percentage of home sales revenues.
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Mountain
| Three months ended January 31, | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | Change | |||||||||||||||||||||||||||||||||
| Units Delivered and Revenues: | |||||||||||||||||||||||||||||||||||
| Home sales revenues ($ in millions) | $ | 480.2 | $ | 462.3 | 4 | % | |||||||||||||||||||||||||||||
| Units delivered | 548 | 603 | (9) | % | |||||||||||||||||||||||||||||||
Average delivered price ($ in thousands) | $ | 876.3 | $ | 766.7 | 14 | % | |||||||||||||||||||||||||||||
| Net Contracts Signed: | |||||||||||||||||||||||||||||||||||
| Net contract value ($ in millions) | $ | 263.9 | $ | 758.0 | (65) | % | |||||||||||||||||||||||||||||
| Net contracted units | 299 | 799 | (63) | % | |||||||||||||||||||||||||||||||
Average contracted price ($ in thousands) | $ | 882.6 | $ | 948.7 | (7) | % | |||||||||||||||||||||||||||||
Home sales cost of revenues as a percentage of home sale revenues | 73.2 | % | 75.3 | % | |||||||||||||||||||||||||||||||
Income before income taxes ($ in millions) | $ | 87.3 | $ | 71.0 | 23 | % | |||||||||||||||||||||||||||||
| Number of selling communities at January 31, | 103 | 100 | 3 | % | |||||||||||||||||||||||||||||||
The decrease in the number of homes delivered in the fiscal 2023 period was mainly due to a decrease in the number of homes in backlog at October 31, 2022, as compared to the number of homes in backlog at October 31, 2021, partially offset by higher backlog conversion in the fiscal 2023 period. The increase in the average price of homes delivered in the fiscal 2023 period was primarily due to sales price increases.
The decrease in the number of net contracts signed in the fiscal 2023 period was primarily due to weakened demand. The decrease in the average value of each contract signed in the fiscal 2023 period was mainly due to a shift in the number of contracts signed to less expensive areas or product types and increased sales incentives.
The increase in income before income taxes in the fiscal 2023 period was due mainly to higher earnings from increased revenues in the fiscal 2023 period and lower home sales cost of revenues, as a percentage of home sale revenues. The decrease in home sales cost of revenues, as a percentage of home sales revenues, in the fiscal 2023 period was primarily due to a shift in product mix/areas to higher-margin areas and sales price increases.
Pacific
| Three months ended January 31, | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | Change | |||||||||||||||||||||||||||||||||
| Units Delivered and Revenues: | |||||||||||||||||||||||||||||||||||
| Home sales revenues ($ in millions) | $ | 364.8 | $ | 385.0 | (5) | % | |||||||||||||||||||||||||||||
| Units delivered | 266 | 285 | (7) | % | |||||||||||||||||||||||||||||||
Average delivered price ($ in thousands) | $ | 1,371.3 | $ | 1,350.7 | 2 | % | |||||||||||||||||||||||||||||
| Net Contracts Signed: | |||||||||||||||||||||||||||||||||||
| Net contract value ($ in millions) | $ | 282.6 | $ | 824.1 | (66) | % | |||||||||||||||||||||||||||||
| Net contracted units | 168 | 543 | (69) | % | |||||||||||||||||||||||||||||||
Average contracted price ($ in thousands) | $ | 1,681.8 | $ | 1,517.6 | 11 | % | |||||||||||||||||||||||||||||
Home sales cost of revenues as a percentage of home sale revenues | 70.0 | % | 74.6 | % | |||||||||||||||||||||||||||||||
Income before income taxes ($ in millions) | $ | 79.1 | $ | 63.1 | 25 | % | |||||||||||||||||||||||||||||
| Number of selling communities at January 31, | 39 | 45 | (13) | % | |||||||||||||||||||||||||||||||
The decrease in the number of homes delivered in the fiscal 2023 period was mainly due to a decrease in the number of homes in backlog at October 31, 2022, as compared to the number of homes in backlog at October 31, 2021, partially offset by higher backlog conversion. The increase in the average price of homes delivered in fiscal 2023 period was primarily due to a shift in the number of homes delivered to more expensive areas and/or products and sales price increases.
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The decrease in the number of net contracts signed in the fiscal 2023 period was primarily due to a decrease in demand, coupled with the decrease in the number of selling communities in the fiscal 2023 period. The increase in the average value of each contract signed in the fiscal 2023 period was mainly due to a shift in product mix.
The increase in income before income taxes in the fiscal 2023 period was mainly due to lower home sales cost of revenues, as a percentage of home sales revenues and lower SG&A costs. The decrease in home sales cost of revenues, as a percentage of home sales revenues, was primarily due to a shift in product mix/areas to higher-margin areas and sales price increases, coupled with lower interest expense as a percentage of home sales revenues, offset, in part, by an increase in impairment charges in the fiscal 2023 period.
Corporate and Other
In the three months ended January 31, 2023 and 2022, loss before income taxes was $24.5 million and $34.8 million, respectively. The decrease in the loss before income taxes in the fiscal 2023 period was principally due to a $27.7 million gain on litigation settlements - net, recognized in the fiscal 2023 period, lower SG&A costs, and increased interest income due to higher interest rates. These increases are offset, in part, by a $21.0 million gain recognized in the fiscal 2022 period related to a property sale by one of our Rental Property Joint Ventures, lower earnings from our mortgage and title company operations primarily due to a decrease in volume, and higher losses incurred by our Rental Property Joint Ventures.
AVAILABLE INFORMATION
Our principal Internet address is www.tollbrothers.com, and our Investor Relations website is located at investors.tollbrothers.com. We make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act available through our Investor Relations website, free of charge, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
We provide information about our business and financial performance, including our company overview, on our Investor Relations website. Additionally, we webcast our earnings calls and certain events we participate in with members of the investment community on our Investor Relations website. Corporate governance information, including our codes of ethics, corporate governance guidelines, and board committee charters, is also available on our Investor Relations website. The content of our websites is not incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk primarily due to fluctuations in interest rates. We utilize both fixed-rate and variable-rate debt. For fixed-rate debt, changes in interest rates generally affect the fair market value of the debt instrument, but not our earnings or cash flow. Conversely, for variable-rate debt, changes in interest rates generally do not impact the fair value of the debt instrument, but do affect our earnings and cash flow. We generally do not have the obligation to prepay fixed-rate debt before maturity, and, as a result, interest rate risk and changes in fair value should not have a significant impact on our fixed-rate debt until we are required or elect to refinance it.
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The table below sets forth, at January 31, 2023, our debt obligations by scheduled maturity, weighted-average interest rates, and estimated fair value (amounts in thousands):
| Fixed-rate debt | Variable-rate debt (a),(b) | |||||||||||||||||||||||||
| Fiscal year of maturity | Amount | Weighted- average interest rate | Amount | Weighted- average interest rate | ||||||||||||||||||||||
| 2023 | $ | 555,336 | 4.19% | $ | 72,797 | 6.16% | ||||||||||||||||||||
| 2024 | 131,807 | 4.53% | — | |||||||||||||||||||||||
| 2025 | 91,627 | 5.11% | — | |||||||||||||||||||||||
| 2026 (c) | 379,160 | 4.86% | 101,563 | 5.37% | ||||||||||||||||||||||
| 2027 (c) | 462,360 | 4.83% | 548,437 | 5.37% | ||||||||||||||||||||||
| Thereafter | 875,384 | 4.02% | — | |||||||||||||||||||||||
| Bond discounts, premiums and deferred issuance costs - net | (6,199) | — | ||||||||||||||||||||||||
| Total | $ | 2,489,475 | 4.40% | $ | 722,797 | 5.45% | ||||||||||||||||||||
| Fair value at January 31, 2023 | $ | 2,404,853 | $ | 722,797 | ||||||||||||||||||||||
(a) Based upon the amount of variable-rate debt outstanding at January 31, 2023, and holding the variable-rate debt balance constant, each 1% increase in interest rates would increase the interest incurred by us by approximately $7.2 million per year, without consideration of the Company’s interest rate swap transactions.
(b) In November 2020, we entered into five interest rate swap transactions to hedge $400.0 million of the Term Loan Facility, which is included in the variable-rate debt column in the table above. The interest rate swaps effectively fix the interest cost on the $400.0 million at 0.369 % plus the spread set forth in the pricing schedule in the Term Loan Facility through October 2025. The spread was 0.80 % as of January 31, 2023. These interest rate swaps were designated as cash flow hedges.
(c) On February 14, 2023, we entered into an amendment on the Term Loan Facility to extend the maturity date of $487.5 million of outstanding term loans to February 14, 2028, with $60.9 million due on November 1, 2026 and the remaining $101.6 million due on November 1, 2025.
ITEM 4. CONTROLS AND PROCEDURES
Any controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected; however, our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives.
Our Chief Executive Officer and Chief Financial Officer, with the assistance of management, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report (the “Evaluation Date”). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
We continue to implement a new enterprise resource planning (“ERP”) system that affects many of our financial processes and is expected to improve the efficiency and effectiveness of certain financial and business transaction processes, as well as the underlying systems environment. The new ERP system will be a significant component of our internal control over financial reporting. Other than the ERP system implementation noted above, there has not been any change in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our quarter ended January 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved in various claims and litigation arising principally in the ordinary course of business. We believe that adequate provision for resolution of all current claims and pending litigation has been made and that the disposition of these matters will not have a material adverse effect on our results of operations and liquidity or on our financial condition.
ITEM 1A. RISK FACTORS
There have been no material changes in our risk factors as previously disclosed in Part I, Item 1A., “Risk Factors” in our 2022 Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
During the three-month period ended January 31, 2023, we repurchased the following shares of our common stock:
| Period | Total number of shares purchased (a) | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs (b) | Maximum number of shares that may yet be purchased under the plans or programs (b) | ||||||||||||||||||||||
| (in thousands) | (in thousands) | (in thousands) | ||||||||||||||||||||||||
| November 1, 2022 to November 30, 2022 | — | $ | — | — | 14,576 | |||||||||||||||||||||
| December 1, 2022 to December 31, 2022 | 186 | $ | 49.94 | 186 | 14,390 | |||||||||||||||||||||
| January 1, 2023 to January 31, 2023 | 1 | $ | 54.02 | 1 | 14,389 | |||||||||||||||||||||
| Total | 187 | 187 | ||||||||||||||||||||||||
(a) Our stock incentive plans permit us to withhold from the total number of shares that otherwise would be issued to a performance based restricted stock unit recipient or a restricted stock unit recipient upon distribution that number of shares having a fair value at the time of distribution equal to the applicable income tax withholdings due and remit the remaining shares to the recipient. During the three months ended January 31, 2023, we withheld 148,623 of the shares subject to performance based restricted stock units and restricted stock units to cover approximately $7.7 million of income tax withholdings and we issued the remaining 364,935 shares to the recipients. The shares withheld are not included in the total number of shares purchased in the table above.
Our stock incentive plans also 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. During the three-month period ended January 31, 2023, the net exercise method was not employed to exercise options.
(b) On May 17, 2022, our Board of Directors authorized the repurchase of 20 million shares of our common stock in open market transactions, privately negotiated transactions (including accelerated share repurchases), issuer tender offers or other financial arrangements or transactions for general corporate purposes, including to obtain shares for the Company’s equity award and other employee benefit plans. This authorization terminated, effective May 17, 2022, the existing authorization that had been in effect since March 10, 2020. Our Board of Directors did not fix any expiration date for the current share repurchase program.
Except as set forth above, we have not repurchased any of our equity securities during the three-month period ended
January 31, 2023.
40
Dividends
During the three months ended January 31, 2023, we paid cash dividends of $0.20 per share to our shareholders. The payment of dividends is within the discretion of our Board of Directors and any decision to pay dividends in the future will depend upon an evaluation of a number of factors, including our results of operations, our capital requirements, our operating and financial condition, and any contractual limitations then in effect. Our revolving credit agreement and term loan agreement each require us to maintain a minimum tangible net worth (as defined in the applicable agreement), which restricts the amount of dividends we may pay. At January 31, 2023, under our bank credit agreements, we could have paid up to approximately $2.15 billion of cash dividends.
ITEM 6. EXHIBITS
| 4.1* | |||||
| 10.1 | |||||
| 10.2 | |||||
| 31.1* | |||||
| 31.2* | |||||
| 32.1* | |||||
| 32.2* | |||||
| 101 | The following financial statements from Toll Brothers, Inc. Quarterly Report on Form 10-Q for the quarter ended January 31, 2023, filed on March 2, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income, (iii) Condensed Consolidated Statements of Changes in Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) the Notes to Condensed Consolidated Financial Statements | ||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||
| * | Filed electronically herewith. | ||||
41
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 thereunto duly authorized.
| TOLL BROTHERS, INC. | ||||||||||||||
| (Registrant) | ||||||||||||||
| Date: | March 2, 2023 | By: | /s/ Martin P. Connor | |||||||||||
| Martin P. Connor Senior Vice President and Chief Financial Officer (Principal Financial Officer) | ||||||||||||||
| Date: | March 2, 2023 | By: | /s/ Michael J. Grubb | |||||||||||
| Michael J. Grubb Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | ||||||||||||||
42
Exhibit 4.1
THIS TWENTY-NINTH SUPPLEMENTAL INDENTURE, dated as of January 31, 2023, by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), the party listed on Schedule A hereto (the “Additional Guarantor”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). Capitalized terms used in this Twenty-Ninth Supplemental Indenture and not otherwise defined herein (including terms used on Exhibit A attached hereto) shall have the meanings ascribed to them in the Indenture, dated as of February 7, 2012, by and among the Issuer, Toll Brothers, Inc., as Guarantor, the other Guarantors identified therein and the Trustee (as more fully described on Exhibit A attached hereto).
RECITALS
WHEREAS, Section 4.04 of the Indenture provides that if in accordance with the provisions of the Revolving Credit Facility the Company adds, or causes to be added, any Subsidiary that was not a Guarantor at the time of execution of the Original Indenture as a guarantor under the Revolving Credit Facility, such Subsidiary shall contemporaneously become a Guarantor under the Indenture;
WHEREAS, desiring to become a Guarantor under the Indenture, the Additional Guarantor is executing and delivering this Twenty-Ninth Supplemental Indenture; and
WHEREAS, the consent of Holders to the execution and delivery of this Twenty-Ninth Supplemental Indenture is not required, and all other actions required to be taken under the Indenture with respect to this Twenty-Ninth Supplemental Indenture have been taken.
NOW, THEREFORE IT IS AGREED:
Section 1.Joinder. The Additional Guarantor agrees that by its entering into this Twenty-Ninth Supplemental Indenture, it hereby unconditionally guarantees all of the Issuer’s obligations under (i) the 4.375% Senior Notes due April 15, 2023, (ii) the 4.875% Senior Notes due November 15, 2025, (iii) the 4.875% Senior Notes due March 15, 2027, (iv) the 4.350% Senior Notes due February 15, 2028; (v) the 3.800% Senior Notes due November 1, 2029; (vi) any other Securities of any Series that has the benefit of Guarantees of other Subsidiaries of the Company, and (vii) the Indenture (as it relates to all such Series) on the terms set forth in the Indenture, as if the Additional Guarantor was a party to the Original Indenture.
Section 2.Ratification of Indenture. This Twenty-Ninth Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture, and as supplemented and modified hereby, the Indenture is in all respects ratified and confirmed, and the Indenture and this Twenty-Ninth Supplemental Indenture shall be read, taken and construed as one and the same instrument.
Section 3.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
Section 4.Successors and Assigns. All covenants and agreements in this Twenty-Ninth Supplemental Indenture by the Additional Guarantor shall bind the Additional Guarantor’s successors and assigns, whether so expressed or not.
Section 5.Separability Clause. In case any one or more of the provisions contained in this Twenty-Ninth Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 6.Governing Law. This Twenty-Ninth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. This Twenty-Ninth Supplemental Indenture is subject to the provisions of the TIA that are required to be part of this Twenty-Ninth Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.
Section 7.Counterparts. This Twenty-Ninth Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Facsimile, PDF and electronic signatures shall be deemed originals for the purposes of this instrument.
Section 8.Role of Trustee. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Twenty-Ninth Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Twenty-Ninth Supplemental Indenture to be duly executed as of the date first above written.
TOLL BROTHERS FINANCE CORP., as Issuer
| TOLL BROTHERS FINANCE CORP., as Issuer | |||||||||||
| By: | /s/ Michael J. Grubb | ||||||||||
| Name: Michael J. Grubb | |||||||||||
| Title: Senior Vice President | |||||||||||
| THE ADDITIONAL GUARANTOR NAMED ON | |||||||||||
| SCHEDULE A HERETO, as Guarantor | |||||||||||
| By: | /s/ Michael J. Grubb | ||||||||||
| Name: Michael J. Grubb | |||||||||||
| Title: Designated Officer | |||||||||||
| THE BANK OF NEW YORK MELLON, | ||||||||
| as Trustee | ||||||||
| By: | /s/ Stacey B. Poindexter | |||||||
| Name: Stacey B. Poindexter | ||||||||
| Title: Vice President | ||||||||
[SIGNATURE PAGE TO TWENTY-NINTH SUPPLEMENTAL INDENTURE
TO INDENTURE DATED AS OF FEBRUARY 7, 2012]
SCHEDULE A
Additional Guarantor as of January 31, 2023
TB Realty Idaho LLC, an Idaho limited liability company
EXHIBIT A
For purposes of this Twenty-Ninth Supplemental Indenture, the term “Indenture” shall mean that certain Indenture, dated as of February 7, 2012 (the “Original Indenture”) by and among Toll Brothers Finance Corp., Toll Brothers, Inc. as Guarantor, the other Guarantors identified therein and the Trustee, as supplemented by: (i) the Authorizing Resolutions, related to the issuance of $300,000,000 aggregate principal amount of 5.875% Senior Notes due 2022 (the “5.875% Senior Notes”) by Toll Brothers Finance Corp. (the “Issuer”) and the issuance of related guarantees by Toll Brothers, Inc. (the “Company”) and the other Guarantors, attached as Exhibit A to the Joint Action of the Persons Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll Brothers, Inc. and Each of the Entities listed on Schedule I thereto dated as of January 31, 2012; (ii) the issuance of $119,876,000 aggregate principal amount of 5.875% Senior Notes issued by the Issuer and the issuance of related guarantees by the Company and the other Guarantors in an exchange for a portion of the Issuer’s outstanding 6.875% Senior Notes due 2012 and 5.95% Senior Notes due 2013; (iii) the First Supplemental Indenture dated as of April 27, 2012 (the “First Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such First Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (iv) the Authorizing Resolutions relating to the $300,000,000 principal amount of 4.375% Senior Notes due 2023 of the Issuer and the issuance of related guarantees by the Company and the other Guarantors, attached as Exhibit A to the Joint Action of the Persons Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll Brothers, Inc. and Each of the Entities listed on Schedule I thereto dated as of April 3, 2013; (v) the Second Supplemental Indenture dated as of April 29, 2013 (the “Second Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Second Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (vi) the Authorizing Resolutions relating to the $100,000,000 principal amount of 4.375% Senior Notes due 2023 of the Issuer and the issuance of related guarantees by the Company and the other Guarantors, attached as Exhibit A to the Joint Action of the Persons Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll Brothers, Inc. and Each of the Entities listed on Schedule I thereto dated as of May 8, 2013; (vii) the Authorizing Resolutions relating to the $350,000,000 principal amount of 4.000% Senior Notes due 2018 of the Issuer and the issuance of related guarantees by the Company and the other Guarantors, attached as Exhibit A to the Joint Action of the Persons Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll Brothers, Inc. and Each of the Entities listed on Schedule I thereto dated as of November 21, 2013; (viii) the Authorizing Resolutions, dated as of November 21, 2013, relating to the $250,000,000 principal amount of 5.625% Senior Notes due 2024 of the Issuer and the issuance of related guarantees by the Company and the other Guarantors, attached as Exhibit A to the Joint Action of the Persons Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll Brothers, Inc. and Each of the Entities listed on Schedule I thereto dated as of November 21, 2013; (ix) the Third Supplemental Indenture dated as of April 30, 2014 (the “Third Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Third Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (x) the Fourth Supplemental Indenture dated as of July 31, 2014 (the “Fourth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Fourth Supplemental
Indenture, affirmed their obligation as Guarantors) and the Trustee; (xi) the Fifth Supplemental Indenture dated as of October 31, 2014 (the “Fifth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Fifth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (xii) the Sixth Supplemental Indenture dated as of January 30, 2015 (the “Sixth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Sixth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (xiii) the Seventh Supplemental Indenture dated as of April 30, 2015 (the “Seventh Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Seventh Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (xiv) the Eighth Supplemental Indenture dated as of October 30, 2015 (the “Eighth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Eighth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (xv) the Authorizing Resolutions, dated as of October 30, 2015, relating to the $350,000,000 principal amount of 4.875% Senior Notes due 2025 of the Issuer and the issuance of related guarantees by the Company and the other Guarantors, attached as Exhibit A to the Joint Action of the Persons Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll Brothers, Inc. and Each of the Entities listed on Schedule I thereto dated as of October 30, 2015; and (xvi) the Ninth Supplemental Indenture dated as of January 29, 2016 (the “Ninth Supplemental Indenture”), by and between the party listed on Schedule A thereto (who, pursuant to such Ninth Supplemental Indenture, affirmed its obligation as a Guarantor) and the Trustee; (xvii) the Tenth Supplemental Indenture dated as of April 29, 2016 (the “Tenth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Tenth Supplemental Indenture, affirmed their obligations as Guarantors) and the Trustee; (xviii) the Eleventh Supplemental Indenture dated as of October 31, 2016 (the “Eleventh Supplemental Indenture”), by and among the Issuer, the parties listed on Schedule A thereto (who, pursuant to such Eleventh Supplemental Indenture, affirmed their obligations as Guarantors) and the Trustee; (xix) the Twelfth Supplemental Indenture dated as of October 31, 2016 (the “Twelfth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Twelfth Supplemental Indenture, affirmed their obligations as Guarantors) and the Trustee; (xx) the Thirteenth Supplemental Indenture dated as of January 31, 2017 (the “Thirteenth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Thirteenth Supplemental Indenture, affirmed their obligations as Guarantors) and the Trustee; (xxi) the Authorizing Resolutions relating to the $300,000,000 aggregate principal amount of 4.875% Senior Notes due 2027 of the Issuer and the issuance of related guarantees by the Company and the other Guarantors, attached as Exhibit A to the Joint Action of the Persons Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll Brothers, Inc. and Each of the Entities Listed on Schedule I thereto dated as of March 10, 2017; (xxii) the Fourteenth Supplemental Indenture dated as of April 28, 2017 (the “Fourteenth Supplemental Indenture”), by and among the Issuer, the party listed on Schedule A thereto (who, pursuant to such Fourteenth Supplemental Indenture, affirmed its obligations as a Guarantor) and the Trustee; (xxiii) the Authorizing Resolutions relating to the add-on offering of $150,000,000 aggregate principal amount of 4.875% Senior Notes due 2027 of the Issuer and the issuance of the related guarantees by the Company and the other Guarantors, attached as Exhibit A to the Joint Action of the Persons Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll Brothers, Inc. and Each of the Entities Listed on Schedule I thereto dated as of June 12,
2017; (xxiv) the Fifteenth Supplemental Indenture, dated as of July 31, 2017 (the “Fifteenth Supplemental Indenture”), by and among the Issuer, the parties listed on Schedule A thereto (who, pursuant to such Fifteenth Supplemental Indenture, affirmed their obligations as Guarantors) and the Trustee; (xxv) the Sixteenth Supplemental Indenture, dated as of October 31, 2017 (the “Sixteenth Supplemental Indenture”), by and among the Issuer, the parties listed on Schedule A thereto (who, pursuant to such Sixteenth Supplemental Indenture, affirmed their obligations as Guarantors) and the Trustee; (xxvi) the Seventeenth Supplemental Indenture dated as of October 31, 2017 (the “Seventeenth Supplemental Indenture”), by and among the Issuer, the parties listed on Schedule A thereto (who, pursuant to such Seventeenth Supplemental Indenture, affirmed their obligations as Guarantors) and the Trustee; (xxvii) the Authorizing Resolutions related to the issuance of $400,000,000 aggregate principal amount of 4.350% Senior Notes due 2028 by the Issuer and the issuance of related guarantees by the Company and the other Guarantors attached as Exhibit A to the Joint Action of the Persons Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll Brothers, Inc. and Each of the Entities listed on Schedule I thereto dated as of January 22, 2018; (xxviii) the Eighteenth Supplemental Indenture dated as of April 13, 2018 (the “Eighteenth Supplemental Indenture”), by and among the Issuer, the parties listed on Schedule A thereto (who, pursuant to such Eighteenth Supplemental Indenture, affirmed their obligations as Guarantors) and the Trustee; (xxix) the Nineteenth Supplemental Indenture dated as of April 30, 2018 (the “Nineteenth Supplemental Indenture”), by and among the Issuer, the party listed on Schedule A thereto (who, pursuant to such Nineteenth Supplemental Indenture, affirmed its obligations as Guarantor) and the Trustee; (xxx) the Twentieth Supplemental Indenture dated as of October 31, 2018 (the “Twentieth Supplemental Indenture”), by and among the Issuer, the parties listed on Schedule A thereto (who, pursuant to such Twentieth Supplemental Indenture, affirmed their obligations as Guarantors) and the Trustee; (xxxi) the Twenty-First Supplemental Indenture dated as of January 31, 2019 (the “Twenty-First Supplemental Indenture”), by and among the Issuer, the parties listed on Schedule A thereto (who, pursuant to such Twenty-First Supplemental Indenture, affirmed their obligations as Guarantors) and the Trustee; (xxxii) the Authorizing Resolutions related to the issuance of $400,000,000 aggregate principal amount of 3.800% Senior Notes due 2029 by the Issuer and the issuance of related guarantees by the Company and the other Guarantors attached as Exhibit A to the Joint Action of Persons Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll Brothers, Inc. and Each of the Entities listed on Schedule I thereto dated as of September 12, 2019; (xxxiii) the Twenty-Second Supplemental Indenture dated as of October 30, 2019 (the “Twenty-Second Supplemental Indenture”), by and among the Issuer, the parties listed on Schedule A thereto (who, pursuant to such Twenty-Second Supplemental Indenture, affirmed their obligations as Guarantors) and the Trustee; (xxxiv) the Twenty-Third Supplemental Indenture dated as of October 30, 2019 (the “Twenty-Third Supplemental Indenture”), by and among the Issuer, the parties listed on Schedule A thereto (who, pursuant to such Twenty-Third Supplemental Indenture, affirmed their obligations as Guarantors) and the Trustee; (xxxv) the Twenty-Fourth Supplemental Indenture dated as of April 30, 2020 (the “Twenty-Fourth Supplemental Indenture”), by and among the Issuer, the party listed on Schedule A thereto (who, pursuant to such Twenty-Fourth Supplemental Indenture, affirmed its obligations as Guarantor) and the Trustee; (xxxvi) the Twenty-Fifth Supplemental Indenture dated as of October 30, 2020 (the “Twenty-Fifth Supplemental Indenture”), by and among the Issuer, the parties listed on Schedule A thereto (who, pursuant to such Twenty-Fifth
Supplemental Indenture, affirmed their obligations as Guarantors) and the Trustee; (xxxvii) the Twenty-Sixth Supplemental Indenture dated as of April 30, 2021 (the “Twenty-Sixth Supplemental Indenture”), by and among the Issuer, the party listed on Schedule A thereto (who, pursuant to such Twenty-Sixth Supplemental Indenture, affirmed its obligations as Guarantor) and the Trustee; (xxxviii) the Twenty-Seventh Supplemental Indenture dated as of July 29, 2022 (the “Twenty-Seventh Supplemental Indenture”), by and among the Issuer, the party listed on Schedule A thereto (who, pursuant to such Twenty-Seventh Supplemental Indenture, affirmed its obligations as Guarantor) and the Trustee; (xxxix) the Twenty-Eighth Supplemental Indenture dated as of October 31, 2022 (the “Twenty-Eighth Supplemental Indenture”), by and among the Issuer, the party listed on Schedule A thereto (who, pursuant to such Twenty-Eighth Supplemental Indenture, affirmed its obligations as Guarantor) and the Trustee; and as may be further supplemented (including by this Twenty-Ninth Supplemental Indenture) and/or amended.
Exhibit 31.1
CERTIFICATION
I, Douglas C. Yearley Jr., certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Toll Brothers, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Signed: | /s/ Douglas C. Yearley, Jr. | ||||||||||
| Name: Douglas C. Yearley, Jr. Title: Chief Executive Officer | |||||||||||
Date: March 2, 2023
Exhibit 31.2
CERTIFICATION
I, Martin P. Connor, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Toll Brothers, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Signed: | /s/ Martin P. Connor | ||||||||||
| Name: Martin P. Connor Title: Chief Financial Officer | |||||||||||
Date: March 2, 2023
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Toll Brothers, Inc. (the “Company”) for the quarter ended January 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas C. Yearley Jr., Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| By: | /s/ Douglas C. Yearley Jr. | |||||||
Name: Douglas C. Yearley, Jr. Title: Chief Executive Officer | ||||||||
Date: March 2, 2023
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Toll Brothers, Inc. (the “Company”) for the quarter ended January 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Martin P. Connor, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| By: | /s/ Martin P. Connor | |||||||
Name: Martin P. Connor Title: Chief Financial Officer | ||||||||
Date: March 2, 2023