| Supplemental Consolidated Financial Information |
Supplemental consolidating financial information of Toll Brothers, Inc., the Subsidiary Issuer, the Guarantor Subsidiaries, the Non-Guarantor Subsidiaries and the eliminations to arrive at Toll Brothers, Inc. on a consolidated basis is presented below ($ amounts in thousands).
Condensed Consolidating Balance Sheet at January 31, 2014: | | | | | | | | | | | | | | | | | | | | Toll Brothers, Inc. | | Subsidiary Issuer | | Guarantor Subsidiaries | | Non- Guarantor Subsidiaries | | Eliminations | | Consolidated | ASSETS | | | | | | | | | | | | Cash and cash equivalents | — |
| | — |
| | 1,070,746 |
| | 119,743 |
| | — |
| | 1,190,489 |
| Marketable securities |
| |
| | 2,990 |
| | 10,027 |
| |
| | 13,017 |
| Restricted cash | 15,196 |
| |
| | 15,744 |
| | 1,235 |
| |
| | 32,175 |
| Inventory |
| |
| | 5,137,927 |
| | 97,720 |
| |
| | 5,235,647 |
| Property, construction and office equipment, net |
| |
| | 116,490 |
| | 14,700 |
| |
| | 131,190 |
| Receivables, prepaid expenses and other assets | 18 |
| | 19,460 |
| | 114,645 |
| | 122,200 |
| | (16,289 | ) | | 240,034 |
| Mortgage loans held for sale |
| |
| |
| | 58,131 |
| |
| | 58,131 |
| Customer deposits held in escrow |
| |
| | 45,834 |
| |
|
| |
| | 45,834 |
| Investments in and advances to unconsolidated entities |
| |
| | 152,929 |
| | 277,686 |
| |
| | 430,615 |
| Investments in distressed loans |
| |
| |
|
| | 19,253 |
| |
| | 19,253 |
| Investments in foreclosed real estate |
| |
| |
|
| | 79,267 |
| |
| | 79,267 |
| Investments in and advances to consolidated entities | 3,421,229 |
| | 2,953,186 |
| | 4,740 |
| |
|
| | (6,379,155 | ) | | — |
| Deferred tax assets, net of valuation allowances | 284,603 |
| |
|
| |
|
| |
|
| |
|
| | 284,603 |
| | 3,721,046 |
| | 2,972,646 |
| | 6,662,045 |
| | 799,962 |
| | (6,395,444 | ) | | 7,760,255 |
| LIABILITIES AND EQUITY | | | | | | | | | | | | Liabilities: | | | | | | | | | | | | Loans payable |
| |
| | 158,606 |
| |
|
| |
| | 158,606 |
| Senior notes |
| | 2,885,496 |
| |
| |
| | 36,355 |
| | 2,921,851 |
| Mortgage company warehouse loan |
| |
| |
| | 51,470 |
| |
| | 51,470 |
| Customer deposits |
| |
| | 218,747 |
| |
|
| |
| | 218,747 |
| Accounts payable |
| |
| | 166,266 |
| | 20 |
| |
| | 166,286 |
| Accrued expenses | 37 |
| | 46,176 |
| | 333,601 |
| | 152,942 |
| | (16,659 | ) | | 516,097 |
| Advances from consolidated entities |
| |
|
| | 2,414,287 |
| | 576,405 |
| | (2,990,692 | ) | | — |
| Income taxes payable | 99,825 |
| |
| |
| |
|
| |
| | 99,825 |
| Total liabilities | 99,862 |
| | 2,931,672 |
| | 3,291,507 |
| | 780,837 |
| | (2,970,996 | ) | | 4,132,882 |
| Equity: | | | | | | | | | | | | Stockholders’ equity: | | | | | | | | | | | | Common stock | 1,776 |
| |
| | 48 |
| | 3,006 |
| | (3,054 | ) | | 1,776 |
| Additional paid-in capital | 683,965 |
| | 49,400 |
| |
|
| | 1,734 |
| | (51,134 | ) | | 683,965 |
| Retained earnings (deficits) | 2,937,583 |
| | (8,426 | ) | | 3,370,542 |
| | 8,144 |
| | (3,370,260 | ) | | 2,937,583 |
| Treasury stock, at cost | (81 | ) | |
| |
| |
| |
| | (81 | ) | Accumulated other comprehensive loss | (2,059 | ) | |
| | (52 | ) | | (13 | ) | |
|
| | (2,124 | ) | Total stockholders’ equity | 3,621,184 |
| | 40,974 |
| | 3,370,538 |
| | 12,871 |
| | (3,424,448 | ) | | 3,621,119 |
| Noncontrolling interest |
| |
| |
| | 6,254 |
| |
| | 6,254 |
| Total equity | 3,621,184 |
| | 40,974 |
| | 3,370,538 |
| | 19,125 |
| | (3,424,448 | ) | | 3,627,373 |
| | 3,721,046 |
| | 2,972,646 |
| | 6,662,045 |
| | 799,962 |
| | (6,395,444 | ) | | 7,760,255 |
|
Condensed Consolidating Balance Sheet at October 31, 2013: | | | | | | | | | | | | | | | | | | | | Toll Brothers, Inc. | | Subsidiary Issuer | | Guarantor Subsidiaries | | Non- Guarantor Subsidiaries | | Eliminations | | Consolidated | ASSETS | | | | | | | | | | | | Cash and cash equivalents | — |
| | — |
| | 670,102 |
| | 102,870 |
| | — |
| | 772,972 |
| Marketable securities |
| |
| | 42,491 |
| | 10,017 |
| |
| | 52,508 |
| Restricted cash | 15,182 |
| |
| | 16,007 |
| | 847 |
| |
| | 32,036 |
| Inventory |
| |
| | 4,625,252 |
| | 25,160 |
| |
| | 4,650,412 |
| Property, construction and office equipment, net |
| |
| | 116,809 |
| | 14,511 |
| |
| | 131,320 |
| Receivables, prepaid expenses and other assets | 33 |
| | 15,675 |
| | 101,321 |
| | 131,701 |
| | (19,435 | ) | | 229,295 |
| Mortgage loans held for sale |
| |
| |
| | 113,517 |
| |
| | 113,517 |
| Customer deposits held in escrow |
| |
| | 46,888 |
| |
|
| |
| | 46,888 |
| Investments in and advances to unconsolidated entities |
| |
| | 175,159 |
| | 227,974 |
| |
| | 403,133 |
| Investments in distressed loans |
|
| |
| |
| | 36,374 |
| |
| | 36,374 |
| Investments in foreclosed real estate |
|
| |
|
| |
|
| | 72,972 |
| |
|
| | 72,972 |
| Investments in and advances to consolidated entities | 3,113,203 |
| | 2,334,503 |
| | 4,740 |
| |
|
| | (5,452,446 | ) | | — |
| Deferred tax assets, net of valuation allowances | 286,032 |
| |
|
| |
|
| |
|
| |
|
| | 286,032 |
| | 3,414,450 |
| | 2,350,178 |
| | 5,798,769 |
| | 735,943 |
| | (5,471,881 | ) | | 6,827,459 |
| LIABILITIES AND EQUITY | | | | | | | | | | | | Liabilities: | | | | | | | | | | | | Loans payable |
| |
| | 107,222 |
| |
|
| |
| | 107,222 |
| Senior notes |
| | 2,282,719 |
| |
| |
| | 38,723 |
| | 2,321,442 |
| Mortgage company warehouse loan |
| |
| |
| | 75,000 |
| |
| | 75,000 |
| Customer deposits |
| |
| | 212,669 |
| |
|
| |
| | 212,669 |
| Accounts payable |
| |
| | 167,733 |
| | 54 |
| |
| | 167,787 |
| Accrued expenses |
| | 25,045 |
| | 355,590 |
| | 161,402 |
| | (19,050 | ) | | 522,987 |
| Advances from consolidated entities |
| |
|
| | 1,627,130 |
| | 467,929 |
| | (2,095,059 | ) | | — |
| Income taxes payable | 81,188 |
| |
| |
| |
|
| |
| | 81,188 |
| Total liabilities | 81,188 |
| | 2,307,764 |
| | 2,470,344 |
| | 704,385 |
| | (2,075,386 | ) | | 3,488,295 |
| Equity: | | | | | | | | | | | | Stockholders’ equity: | | | | | | | | | | | | Common stock | 1,694 |
| |
| | 48 |
| | 3,006 |
| | (3,054 | ) | | 1,694 |
| Additional paid-in capital | 441,677 |
| | 49,400 |
| |
|
| | 1,734 |
| | (51,134 | ) | | 441,677 |
| Retained earnings (deficits) | 2,892,003 |
| | (6,986 | ) | | 3,328,629 |
| | 20,664 |
| | (3,342,307 | ) | | 2,892,003 |
| Treasury stock, at cost |
|
| |
| |
| |
| |
| | — |
| Accumulated other comprehensive loss | (2,112 | ) | |
| | (252 | ) | | (23 | ) | |
|
| | (2,387 | ) | Total stockholders’ equity | 3,333,262 |
| | 42,414 |
| | 3,328,425 |
| | 25,381 |
| | (3,396,495 | ) | | 3,332,987 |
| Noncontrolling interest |
| |
| |
| | 6,177 |
| |
| | 6,177 |
| Total equity | 3,333,262 |
| | 42,414 |
| | 3,328,425 |
| | 31,558 |
| | (3,396,495 | ) | | 3,339,164 |
| | 3,414,450 |
| | 2,350,178 |
| | 5,798,769 |
| | 735,943 |
| | (5,471,881 | ) | | 6,827,459 |
|
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three months ended January 31, 2014: | | | | | | | | | | | | | | | | | | | | Toll Brothers, Inc. | | Subsidiary Issuer | | Guarantor Subsidiaries | | Non- Guarantor Subsidiaries | | Eliminations | | Consolidated | Revenues |
| |
| | 650,772 |
| | 15,602 |
| | (22,693 | ) | | 643,681 |
| Cost of revenues |
| |
| | 515,637 |
| | 2,602 |
| | (4,207 | ) | | 514,032 |
| Selling, general and administrative | 55 |
| | 937 |
| | 102,700 |
| | 13,637 |
| | (19,459 | ) | | 97,870 |
| | 55 |
| | 937 |
| | 618,337 |
| | 16,239 |
| | (23,666 | ) | | 611,902 |
| Income (loss) from operations | (55 | ) | | (937 | ) | | 32,435 |
| | (637 | ) | | 973 |
| | 31,779 |
| Other: | | | | | | | | | | | | Income (loss) from unconsolidated entities |
| |
| | 24,207 |
| | (1,292 | ) | |
| | 22,915 |
| Other income - net | 2,365 |
| |
|
| | 10,572 |
| | 6,200 |
| | (2,596 | ) | | 16,541 |
| Intercompany interest income |
| | 38,144 |
| |
|
| |
|
| | (38,144 | ) | | — |
| Interest expense |
| | (39,574 | ) | |
|
| | (193 | ) | | 39,767 |
| | — |
| Income from subsidiaries | 68,925 |
| |
| | 1,711 |
| |
| | (70,636 | ) | | — |
| Income (loss) before income taxes | 71,235 |
| | (2,367 | ) |
| 68,925 |
| | 4,078 |
| | (70,636 | ) | | 71,235 |
| Income tax provision (benefit) | 25,655 |
| | (928 | ) | | 27,012 |
| | 1,598 |
| | (27,682 | ) | | 25,655 |
| Net income (loss) | 45,580 |
| | (1,439 | ) |
| 41,913 |
|
| 2,480 |
|
| (42,954 | ) |
| 45,580 |
| Other comprehensive income | 53 |
| |
|
| | 200 |
| | 10 |
| |
|
| | 263 |
| Total comprehensive income (loss) | 45,633 |
| | (1,439 | ) |
| 42,113 |
|
| 2,490 |
|
| (42,954 | ) |
| 45,843 |
|
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three months ended January 31, 2013: | | | | | | | | | | | | | | | | | | | | Toll Brothers, Inc. | | Subsidiary Issuer | | Guarantor Subsidiaries | | Non- Guarantor Subsidiaries | | Eliminations | | Consolidated | Revenues |
| |
| | 430,222 |
| | 15,046 |
| | (20,667 | ) | | 424,601 |
| Cost of revenues |
| |
| | 348,703 |
| | 4,992 |
| | (7,758 | ) | | 345,937 |
| Selling, general and administrative | 16 |
| | 687 |
| | 84,508 |
| | 10,140 |
| | (17,304 | ) | | 78,047 |
| | 16 |
| | 687 |
|
| 433,211 |
|
| 15,132 |
|
| (25,062 | ) | | 423,984 |
| Income (loss) from operations | (16 | ) | | (687 | ) |
| (2,989 | ) |
| (86 | ) |
| 4,395 |
| | 617 |
| Other: | | | | | | | | | | | | Income from unconsolidated entities |
| |
| | 1,096 |
| | 1,987 |
| |
| | 3,083 |
| Other income - net | 2,386 |
| |
|
| | 6,027 |
| | 2,494 |
| | (6,281 | ) | | 4,626 |
| Intercompany interest income |
| | 29,727 |
| |
|
| |
|
| | (29,727 | ) | | — |
| Interest expense |
| | (31,422 | ) | |
|
| | (191 | ) | | 31,613 |
| | — |
| Income from subsidiaries | 5,956 |
| |
| | 1,822 |
| |
| | (7,778 | ) | | — |
| Income (loss) before income taxes | 8,326 |
| | (2,382 | ) |
| 5,956 |
|
| 4,204 |
|
| (7,778 | ) | | 8,326 |
| Income tax provision (benefit) | 3,894 |
| | (933 | ) | | 2,333 |
| | 1,647 |
| | (3,047 | ) | | 3,894 |
| Net income (loss) | 4,432 |
| | (1,449 | ) |
| 3,623 |
|
| 2,557 |
|
| (4,731 | ) | | 4,432 |
| Other comprehensive income (loss) | (173 | ) | |
|
| | 225 |
| | (36 | ) | |
|
| | 16 |
| Total comprehensive income (loss) | 4,259 |
| | (1,449 | ) |
| 3,848 |
|
| 2,521 |
|
| (4,731 | ) | | 4,448 |
|
Condensed Consolidating Statement of Cash Flows for the three months ended January 31, 2014: | | | | | | | | | | | | | | | | | | | | Toll Brothers, Inc. | | Subsidiary Issuer | | Guarantor Subsidiaries | | Non- Guarantor Subsidiaries | | Eliminations | | Consolidated | Net cash (used in) provided by operating activities | 31,235 |
| | 23,383 |
| | (279,194 | ) | | (17,808 | ) | | (8,004 | ) | | (250,388 | ) | Cash flow used in investing activities: | | | | | | | | | | | | Purchase of property and equipment - net |
| |
| | (2,659 | ) | | (194 | ) | |
| | (2,853 | ) | Sale and redemption of marketable securities |
| |
| | 39,243 |
| |
| |
| | 39,243 |
| Investments in and advances to unconsolidated entities |
| |
| | (4,879 | ) | | (55,529 | ) | |
| | (60,408 | ) | Return of investments in unconsolidated entities |
| |
| | 29,429 |
| | 3,000 |
| |
| | 32,429 |
| Investments in distressed loans and foreclosed real estate |
| |
| |
|
| | (191 | ) | |
| | (191 | ) | Return of investments in distressed loans and foreclosed real estate |
| |
| |
| | 17,574 |
| |
| | 17,574 |
| Deposit - acquisition of a business |
| |
| | (161,000 | ) | |
|
| |
| | (161,000 | ) | Dividend received - intercompany |
| |
| | 15,000 |
| |
|
| | (15,000 | ) | | — |
| Intercompany advances | (270,826 | ) | | (618,683 | ) | |
| |
|
| | 889,509 |
| | — |
| Net cash used in investing activities | (270,826 | ) | | (618,683 | ) | | (84,866 | ) | | (35,340 | ) | | 874,509 |
| | (135,206 | ) | Cash flow provided by financing activities: | | | | | | | | | | | | Net proceeds from issuance of senior notes |
| | 600,000 |
| |
| |
|
| |
| | 600,000 |
| Debt issuance costs for senior notes |
| | (4,700 | ) | |
| |
|
| |
| | (4,700 | ) | Proceeds from loans payable |
| |
| |
| | 275,334 |
| |
| | 275,334 |
| Principal payments of loans payable |
| |
| | (8,331 | ) | | (298,864 | ) | |
| | (307,195 | ) | Net proceeds from issuance of common stock | 220,357 |
| |
| |
| |
| |
| | 220,357 |
| Proceeds from stock-based benefit plans | 18,529 |
| |
| |
| |
| |
| | 18,529 |
| Excess tax benefits from stock-based compensation | 789 |
| |
| |
| |
| |
| | 789 |
| Receipts related to noncontrolling interest |
|
| |
| |
| | 81 |
| |
| | 81 |
| Purchase of treasury stock | (84 | ) | |
| |
| |
| |
| | (84 | ) | Dividend paid - intercompany |
|
| |
| |
| | (15,000 | ) | | 15,000 |
| | — |
| Intercompany advances |
|
| |
| | 773,035 |
| | 108,470 |
| | (881,505 | ) | | — |
| Net cash provided by financing activities | 239,591 |
| | 595,300 |
| | 764,704 |
| | 70,021 |
| | (866,505 | ) | | 803,111 |
| Net increase in cash and cash equivalents | — |
| | — |
| | 400,644 |
| | 16,873 |
| | — |
| | 417,517 |
| Cash and cash equivalents, beginning of period | — |
| | — |
| | 670,102 |
| | 102,870 |
| | — |
| | 772,972 |
| Cash and cash equivalents, end of period | — |
| | — |
| | 1,070,746 |
| | 119,743 |
| | — |
| | 1,190,489 |
|
Condensed Consolidating Statement of Cash Flows for the three months ended January 31, 2013: | | | | | | | | | | | | | | | | | | | | Toll Brothers, Inc. | | Subsidiary Issuer | | Guarantor Subsidiaries | | Non- Guarantor Subsidiaries | | Eliminations | | Consolidated | Net cash (used in) provided by operating activities | 24,053 |
| | 12,155 |
| | (377,864 | ) | | 41,310 |
| | (5,476 | ) | | (305,822 | ) | Cash flow provided by (used in) investing activities: | | | | | | | | | | | | Purchase of property and equipment — net |
| |
| | (5,123 | ) | | (268 | ) | |
| | (5,391 | ) | Purchase of marketable securities |
| |
| | (25,938 | ) | | (81 | ) | |
| | (26,019 | ) | Sale and redemption of marketable securities |
| |
| | 38,775 |
| |
|
| |
| | 38,775 |
| Investments in and advances to unconsolidated entities |
| |
| | (2,280 | ) | | (5,334 | ) | |
| | (7,614 | ) | Return of investments in unconsolidated entities |
| |
| | 17,297 |
| | 14 |
| |
| | 17,311 |
| Investments in distressed loans and foreclosed real estate |
| |
| |
|
| | (16,252 | ) | |
| | (16,252 | ) | Return of investments in distressed loans and foreclosed real estate |
| |
| |
|
| | 3,015 |
| |
| | 3,015 |
| Intercompany advances | (30,082 | ) | | 46,913 |
| |
| |
| | (16,831 | ) | | — |
| Net cash (used in) provided by investing activities | (30,082 | ) | | 46,913 |
| | 22,731 |
| | (18,906 | ) | | (16,831 | ) | | 3,825 |
| Cash flow provided by (used in) financing activities: | | | | | | | | | | | | Proceeds from loans payable |
| |
| |
| | 244,830 |
| |
| | 244,830 |
| Principal payments of loans payable |
| |
| | (25,832 | ) | | (274,030 | ) | |
| | (299,862 | ) | Redemption of senior notes |
|
| | (59,068 | ) | |
| |
| |
| | (59,068 | ) | Proceeds from stock-based benefit plans | 6,108 |
| |
| |
| |
| |
| | 6,108 |
| Purchase of treasury stock | (79 | ) | |
| |
| |
| |
| | (79 | ) | Intercompany advances |
|
| |
| | (37,381 | ) | | 15,074 |
| | 22,307 |
| | — |
| Net cash (used in) provided by financing activities | 6,029 |
| | (59,068 | ) | | (63,213 | ) | | (14,126 | ) | | 22,307 |
| | (108,071 | ) | Net (decrease) increase in cash and cash equivalents | — |
| | — |
| | (418,346 | ) | | 8,278 |
| | — |
| | (410,068 | ) | Cash and cash equivalents, beginning of period | — |
| | — |
| | 712,024 |
| | 66,800 |
| | — |
| | 778,824 |
| Cash and cash equivalents, end of period | — |
| | — |
| | 293,678 |
| | 75,078 |
| | — |
| | 368,756 |
|
|