Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended April 30, 2022
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
Toll Brothers, Inc.
(Exact name of registrant as specified in its charter)
Delaware
23-2416878
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1140 Virginia Drive
Fort Washington
Pennsylvania
19034
(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
Common Stock, par value $0.01 per share
TOL
New York Stock Exchange
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. Yesþ 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). Yesþ 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.
Large accelerated filer
☑
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 May 31, 2022, there were approximately 114,977,000 shares of Common Stock, par value $0.01 per share, outstanding.
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: the impact of the COVID-19 pandemic on the U.S. economy and on our business; 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; 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 and open new communities; 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 ongoing effects of the COVID-19 pandemic, which remain highly uncertain, cannot be predicted and will depend upon future developments, including the duration of the pandemic, the impact of mitigation strategies taken by applicable government authorities, the continued availability and effectiveness of vaccines, adequate testing and therapeutic treatments and the prevalence of widespread immunity to COVID-19;
•the effect of general economic conditions, including employment rates, housing starts, interest rate levels, 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 and labor;
•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)
April 30, 2022
October 31, 2021
(unaudited)
ASSETS
Cash and cash equivalents
$
535,038
$
1,638,494
Inventory
8,978,816
7,915,884
Property, construction, and office equipment – net
310,422
310,455
Receivables, prepaid expenses, and other assets (1)
722,702
738,078
Mortgage loans held for sale – at fair value
146,865
247,211
Customer deposits held in escrow
154,171
88,627
Investments in unconsolidated entities
684,385
599,101
Income taxes receivable
12,212
—
$
11,544,611
$
11,537,850
LIABILITIES AND EQUITY
Liabilities
Loans payable
$
1,196,415
$
1,011,534
Senior notes
1,994,786
2,403,989
Mortgage company loan facility
113,688
147,512
Customer deposits
812,383
636,379
Accounts payable
588,742
562,466
Accrued expenses
1,232,825
1,220,235
Income taxes payable
226,106
215,280
Total liabilities
6,164,945
6,197,395
Equity
Stockholders’ equity
Preferred stock, none issued
—
—
Common stock, 127,937 shares issued at April 30, 2022 and October 31, 2021
1,279
1,279
Additional paid-in capital
714,651
714,453
Retained earnings
5,297,939
4,969,839
Treasury stock, at cost — 12,614 and 7,820 shares at April 30, 2022 and October 31, 2021, respectively
(669,396)
(391,656)
Accumulated other comprehensive income ("AOCI")
19,419
1,109
Total stockholders’ equity
5,363,892
5,295,024
Noncontrolling interest
15,774
45,431
Total equity
5,379,666
5,340,455
$
11,544,611
$
11,537,850
(1) As of April 30, 2022 and October 31, 2021, receivables, prepaid expenses, and other assets include $36.0 million and $90.8 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 April 30,
Six months ended April 30,
2022
2021
2022
2021
Revenues:
Home sales
$
2,186,529
$
1,836,260
$
3,873,881
$
3,246,964
Land sales and other
91,012
93,864
194,741
246,536
2,277,541
1,930,124
4,068,622
3,493,500
Cost of revenues:
Home sales
1,659,265
1,434,493
2,948,792
2,556,286
Land sales and other
92,981
92,091
192,598
203,825
1,752,246
1,526,584
3,141,390
2,760,111
Selling, general and administrative
243,637
219,170
470,507
429,909
Income from operations
281,658
184,370
456,725
303,480
Other:
Income from unconsolidated entities
2,933
10,483
24,970
11,677
Other income – net
11,224
9,213
14,936
17,285
Expenses related to early retirement of debt
—
(34,240)
—
(35,211)
Income before income taxes
295,815
169,826
496,631
297,231
Income tax provision
75,222
41,960
124,134
72,866
Net income
$
220,593
$
127,866
$
372,497
$
224,365
Other comprehensive income – net of tax
13,608
4,438
18,310
5,150
Total comprehensive income
$
234,201
$
132,304
$
390,807
$
229,515
Per share:
Basic earnings
$
1.87
$
1.03
$
3.12
$
1.79
Diluted earnings
$
1.85
$
1.01
$
3.08
$
1.77
Weighted-average number of shares:
Basic
117,839
124,295
119,418
125,177
Diluted
118,925
125,999
120,891
126,780
See accompanying notes.
3
TOLL BROTHERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in thousands)
(Unaudited)
For the three months ended April 30, 2022 and 2021:
Common Stock
Addi- tional Paid-in Capital
Retained Earnings
Treasury Stock
AOCI
Non-controlling Interest
Total Equity
$
$
$
$
$
$
$
Balance, January 31, 2022
$
1,279
$
711,558
$
5,100,841
$
(563,618)
$
5,811
$
45,579
$
5,301,450
Net income
220,593
220,593
Purchase of treasury stock
(106,511)
(106,511)
Exercise of stock options, stock based compensation issuances, and employee stock purchase plan issuances
(312)
733
421
Stock-based compensation
3,405
3,405
Dividends declared
(23,495)
(23,495)
Other comprehensive income
13,608
13,608
Income attributable to non-controlling interest
65
65
Capital distributions – net
(29,870)
(29,870)
Balance, April 30, 2022
$
1,279
$
714,651
$
5,297,939
$
(669,396)
$
19,419
$
15,774
$
5,379,666
Balance, January 31, 2021
$
1,529
$
708,668
$
5,245,935
$
(1,162,811)
$
(6,486)
$
47,657
$
4,834,492
Net income
127,866
127,866
Purchase of treasury stock
(253)
(253)
Exercise of stock options, stock based compensation issuances, and employee stock purchase plan issuances
(2,692)
14,658
11,966
Stock-based compensation
3,446
3,446
Dividends declared
(21,228)
(21,228)
Other comprehensive income
4,438
4,438
Income attributable to non-controlling interest
1
1
Capital contributions – net
61
61
Balance, April 30, 2021
$
1,529
$
709,422
$
5,352,573
$
(1,148,406)
$
(2,048)
$
47,719
$
4,960,789
4
For the six months ended April 30, 2022 and 2021:
Common Stock
Addi- tional Paid-in Capital
Retained Earnings
Treasury Stock
AOCI
Non-controlling Interest
Total Equity
Balance, October 31, 2021
$
1,279
$
714,453
$
4,969,839
$
(391,656)
$
1,109
$
45,431
$
5,340,455
Net income
372,497
372,497
Purchase of treasury stock
(292,279)
(292,279)
Exercise of stock options, stock based compensation issuances, and employee stock purchase plan issuances
(16,822)
14,539
(2,283)
Stock-based compensation
17,020
17,020
Dividends declared
(44,397)
(44,397)
Other comprehensive income
18,310
18,310
Income attributable to non-controlling interest
86
86
Capital distributions - net
(29,743)
(29,743)
Balance, April 30, 2022
$
1,279
$
714,651
$
5,297,939
$
(669,396)
$
19,419
$
15,774
$
5,379,666
Balance, October 31, 2020
$
1,529
$
717,272
$
5,164,086
$
(1,000,454)
$
(7,198)
$
52,241
$
4,927,476
Cumulative effect adjustment upon adoption of ASC 326 - net of tax
(595)
(595)
Net income
224,365
224,365
Purchase of treasury stock
(179,648)
(179,648)
Exercise of stock options, stock based compensation issuances, and employee stock purchase plan issuances
(24,129)
31,696
7,567
Stock-based compensation
16,279
16,279
Dividends declared
(35,283)
(35,283)
Other comprehensive income
5,150
5,150
Loss attributable to non-controlling interest
(20)
(20)
Capital distributions - net
(4,502)
(4,502)
Balance, April 30, 2021
$
1,529
$
709,422
$
5,352,573
$
(1,148,406)
$
(2,048)
$
47,719
$
4,960,789
See accompanying notes.
5
TOLL BROTHERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
Six months ended April 30,
2022
2021
Cash flow (used in) provided by operating activities:
Net income
$
372,497
$
224,365
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization
33,536
33,181
Stock-based compensation
17,020
16,279
Income from unconsolidated entities
(24,970)
(11,677)
Distributions of earnings from unconsolidated entities
29,636
11,464
Deferred tax provision
6,797
3,222
Inventory impairments and write-offs
4,425
2,847
Property, construction and office equipment impairments
6,800
—
Gain on sale of assets
—
(38,706)
Expenses related to early retirement of debt
—
35,211
Other
2,831
1,882
Changes in operating assets and liabilities:
Inventory
(890,202)
(528,048)
Origination of mortgage loans
(931,958)
(906,251)
Sale of mortgage loans
1,027,696
929,763
Receivables, prepaid expenses, and other assets
(239)
77,624
Current income taxes – net
(14,321)
(17,178)
Customer deposits – net
110,460
132,840
Accounts payable and accrued expenses
45,020
60,449
Net cash (used in) provided by operating activities
(204,972)
27,267
Cash flow (used in) provided by investing activities:
Purchase of property, construction, and office equipment – net
(39,140)
(29,606)
Investments in unconsolidated entities
(121,282)
(153,828)
Return of investments in unconsolidated entities
88,371
144,047
Proceeds from the sale of assets
—
80,418
Other
194
579
Net cash (used in) provided by investing activities
(71,857)
41,610
Cash flow used in financing activities:
Proceeds from loans payable
1,826,068
1,335,309
Principal payments of loans payable
(1,879,318)
(1,548,152)
Redemption of senior notes
(409,856)
(294,168)
(Payments) proceeds for stock-based benefit plans – net
(2,279)
7,569
Purchase of treasury stock
(284,276)
(179,648)
Dividends paid
(44,255)
(35,272)
Payments related to noncontrolling interest – net
(25,766)
(4,718)
Net cash used in financing activities
(819,682)
(719,080)
Net decrease in cash, cash equivalents, and restricted cash
(1,096,511)
(650,203)
Cash, cash equivalents, and restricted cash, beginning of period
1,684,412
1,396,604
Cash, cash equivalents, and restricted cash, end of period
$
587,901
$
746,401
See accompanying notes.
6
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, 2021 balance sheet amounts and disclosures have been derived from our October 31, 2021 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, 2021 (“2021 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 April 30, 2022; the results of our operations and changes in equity for the three-month and six-month periods ended April 30, 2022 and 2021; and our cash flows for the six-month periods ended April 30, 2022 and 2021. 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. In times of economic disruption when uncertainty regarding future economic conditions is heightened, these estimates and assumptions are subject to greater variability. We are subject to risks and uncertainties, including risks and uncertainties resulting from the COVID-19 pandemic, and are likely to continue to impact our business operations. As a result, 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 April 30, 2022, 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 $812.4 million and $636.4 million at April 30, 2022 and October 31, 2021, respectively. Of the outstanding customer deposits held as of October 31, 2021, we recognized $132.9 million and $243.8 million in home sales revenues during the three months and six months ended April 30, 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) bulk sales to third parties of land we have decided no longer meets our development criteria; (3) lot sales to third-party builders within our master planned communities; and (4) sales of commercial and retail properties generally located at our City Living 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.
Sales Incentives: In order to promote sales of our homes, we may offer our home buyers sales incentives. These incentives vary by type of incentive and by amount on a community-by-community and home-by-home basis. Incentives are reflected as a
7
reduction in home sales revenues. Incentives are recognized at the time the home is delivered to the home buyer and we receive the sales proceeds.
Recent Accounting Pronouncements
In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848),” as amended by ASU 2021-01 in January 2021, directly addressing the effects of reference rate reform on financial reporting as a result of the cessation of the publication of certain LIBOR rates beginning December 31, 2021, with complete elimination of the publication of the LIBOR rates by June 30, 2023. 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, 2022, with early adoption permitted. We are currently evaluating the impact, but do not expect that the adoption of ASU 2020-04, as amended by ASU 2021-01, will have a material impact on our consolidated financial statements or disclosures.
Reclassification
Certain prior period amounts have been reclassified to conform to the fiscal 2022 presentation.
2. Inventory
Inventory at April 30, 2022 and October 31, 2021 consisted of the following (amounts in thousands):
April 30, 2022
October 31, 2021
Land controlled for future communities
$
218,402
$
185,656
Land owned for future communities
933,730
564,737
Operating communities
7,826,684
7,165,491
$
8,978,816
$
7,915,884
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”).
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, are shown in the table below (amounts in thousands):
Three months ended April 30,
Six months ended April 30,
2022
2021
2022
2021
Land controlled for future communities
$
2,192
$
1,581
$
2,985
$
1,747
Land owned for future communities
—
—
1,440
—
Operating communities
—
—
—
1,100
$
2,192
$
1,581
$
4,425
$
2,847
See Note 13, “Commitments and Contingencies,” for information regarding land purchase commitments.
At April 30, 2022, 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 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 April 30, 2022, we determined that 235 land purchase contracts, with an aggregate purchase price of $3.91 billion, on which we had made aggregate deposits totaling $356.1 million, were VIEs, and that we were not the primary beneficiary of any VIE related to our land purchase contracts. At October 31, 2021, we determined that 289 land purchase contracts, with an aggregate purchase price of $3.67 billion, on which we had made aggregate deposits totaling $302.4 million, were VIEs and that we were not the primary beneficiary of any VIE related to our land purchase contracts.
8
Interest incurred, capitalized, and expensed, for the periods indicated, was as follows (amounts in thousands):
Three months ended April 30,
Six months ended April 30,
2022
2021
2022
2021
Interest capitalized, beginning of period
$
247,942
$
302,961
$
253,938
$
297,975
Interest incurred
31,888
38,047
62,893
79,315
Interest expensed to home sales cost of revenues
(40,822)
(44,092)
(73,259)
(77,417)
Interest expensed to land sales and other cost of revenues
(219)
(579)
(3,628)
(2,417)
Interest capitalized on investments in unconsolidated entities
(1,516)
(1,192)
(2,806)
(2,326)
Previously capitalized interest on investments in unconsolidated entities transferred to inventory
60
—
195
15
Interest capitalized, end of period
$
237,333
$
295,145
$
237,333
$
295,145
During the three months ended April 30, 2022 and April 30, 2021, we incurred approximately $94,000 and $246,000 of interest related to our interest rate swaps which is included in accumulated other comprehensive income, respectively, and approximately $106,000 and $32,000 was reclassified out of accumulated other comprehensive income to home sales cost of revenues, respectively. During the six months ended April 30, 2022 and April 30, 2021, we incurred approximately $368,000 and $400,000 of interest related to our interest rate swaps which is included in accumulated other comprehensive income, respectively, and approximately $182,000 and $42,000 was reclassified out of accumulated other comprehensive income to home sales cost of revenues, respectively.
3. Investments in Unconsolidated Entities
We have investments in various unconsolidated entities and our ownership interest in these investments ranges from 5.0% to 50%. These entities, which are structured as joint ventures and either: (i) develop land for the joint venture participants and for sale to outside builders (“Land Development Joint Ventures”); (ii) develop for-sale homes (“Home Building Joint Ventures”); (iii) develop luxury for-rent residential apartments, commercial space, and a hotel (“Rental Property Joint Ventures”); or (iv) provide financing and land banking to residential builders and developers for the acquisition and development of land and home sites (“Gibraltar Joint Ventures”).
The table below provides information as of April 30, 2022, regarding active joint ventures that we are invested in, by joint venture category ($ amounts in thousands):
Land Development Joint Ventures
Home Building Joint Ventures
Rental Property Joint Ventures
Gibraltar Joint Ventures
Total
Number of unconsolidated entities
14
2
38
4
58
Investment in unconsolidated entities (1)
$
285,070
$
6,676
$
383,135
$
9,504
$
684,385
Number of unconsolidated entities with funding commitments by the Company
11
—
15
1
27
Company’s remaining funding commitment to unconsolidated entities (2)
$
107,738
$
—
$
132,526
$
18,799
$
259,063
(1) Our total investment includes $84.2 million related to 13 unconsolidated joint venture-related variable interests in VIEs and our maximum exposure to losses related to these VIEs is approximately $263.1 million as of April 30, 2022. Our ownership interest in such unconsolidated Joint Venture VIEs ranges from 20% to 50%.
(2) Our remaining funding commitment includes approximately $168.1 million related to our unconsolidated joint venture-related variable interests in VIEs.
Certain joint ventures in which we have investments obtained debt financing to finance a portion of their activities. The table below provides information at April 30, 2022, regarding the debt financing obtained by category ($ amounts in thousands):
Land Development Joint Ventures
Rental Property Joint Ventures
Total
Number of joint ventures with debt financing
8
29
37
Aggregate loan commitments
$
507,427
$
2,789,904
$
3,297,331
Amounts borrowed under loan commitments
$
375,481
$
1,492,027
$
1,867,508
9
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 six-months ended April 30, 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
2
7
1
Investment balance at April 30, 2022
$
13,816
$
69,513
$
2,093
In addition, in the first quarter of fiscal 2022, we entered into a joint venture with an unrelated party to develop a luxury for-rent residential apartment project in Washington, D.C. on land which we contributed to the venture. The land we contributed has a carrying value of $60.1 million and remains on our balance sheet under “Receivables, prepaid expenses, and other assets”. Under the terms of the joint venture agreement, our partner has the right to put their interest back to us if certain conditions are not satisfied. If those conditions are satisfied, we would expect to deconsolidate this land and recognize a land sale at that time. In the second quarter of fiscal 2022, the joint venture entered into a $162.7 million construction loan commitment agreement to finance the development of the project. As of April 30, 2022, no amounts were borrowed under this commitment.
The table below provides information on joint ventures entered into during the six-months ended April 30, 2021 ($ amounts in thousands):
Land Development Joint Ventures
Rental Property Joint Ventures
Number of unconsolidated joint ventures entered into during the period
4
3
Investment balance at April 30, 2021
$
86,200
$
43,700
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 partner. In connection with these sales, we recognized gains of $11.5 million in the three-month period ended April 30, 2021. No gains were recognized in the three-month period ended April 30, 2022. In the six-month periods ended April 30, 2022 and 2021, we recognized gains of $21.0 million and $17.5 million, respectively. These gains are included in “Income from unconsolidated entities” on our Condensed Consolidated Statements of Operations and Comprehensive Income.
In the six-month period ended April 30, 2021, we recognized other-than-temporary impairment charges on our investments in certain Home Building Joint Ventures of $2.1 million. There were no other-than-temporary impairment charges recognized in the six-month period ended April 30, 2022 or the three-month periods ended April 30, 2022 and 2021.
In the three-month periods ended April 30, 2022 and 2021, we purchased land from unconsolidated entities, principally related to our acquisition of lots from our Land Development Joint Ventures, totaling $14.1 million and $3.5 million, respectively. In the six-month periods ended April 30, 2022 and 2021, we purchased land from unconsolidated entities, principally related to our acquisition of lots from our Land Development Joint Ventures, totaling $37.9 million and $7.8 million, respectively. Our share of income from the lots we acquired was insignificant in each period. In the three-month periods ended April 30, 2022 and 2021, we sold land to unconsolidated entities, which principally involved land sales to our Rental Property Joint Ventures, totaling $73.9 million and $82.6 million, respectively. In the six-month periods ended April 30, 2022 and 2021, we sold land to unconsolidated entities, which principally involved land sales to our Rental Property Joint Ventures, totaling $151.9 million and $140.0 million, 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.
10
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 April 30, 2022, 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):
April 30, 2022
Loan commitments in the aggregate
$
2,789,200
Our maximum estimated exposure under repayment and carry cost guarantees if the full amount of the debt obligations were borrowed (1)
$
481,900
Debt obligations borrowed in the aggregate
$
1,359,400
Our maximum estimated exposure under repayment and carry cost guarantees of the debt obligations borrowed
$
266,600
Estimated fair value of guarantees provided by us related to debt and other obligations
$
12,900
Terms of guarantees
1 month - 4.0 years
(1) Our maximum estimated exposure under repayment and carry cost guarantees includes approximately $95.0 million related to our unconsolidated Joint Venture VIEs.
The maximum exposure estimates presented above do not take into account any recoveries from the underlying collateral or any reimbursement from our partners. We have not made payments under any of the outstanding guarantees, nor have we been called upon to do so.
Variable Interest Entities
We have both unconsolidated and consolidated joint venture-related variable interests in VIEs. Information regarding our involvement in unconsolidated joint-venture related variable interests in VIEs has been disclosed throughout information presented above.
The table below provides information as of April 30, 2022 and October 31, 2021, regarding our consolidated joint venture-related variable interests in VIEs ($ amounts in thousands):
Balance Sheet Classification
April 30, 2022
October 31, 2021
Number of Joint Venture VIEs that the Company is the primary beneficiary and consolidates
5
5
Carrying value of consolidated VIEs assets
Receivables prepaid expenses, and other assets
$
36,000
$
90,800
Our partners’ interests in consolidated VIEs
Noncontrolling interest
$
9,700
$
39,400
Our ownership interest in the above consolidated Joint Venture VIEs ranges from 50% to 98%. We are actively looking for additional partners for these investments and to the extent we are able to find such partners, we will reduce our ownership interest in these entities.
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
11
are required to be unanimously approved by all members. 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 members.
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:
April 30, 2022
October 31, 2021
Cash and cash equivalents
$
189,373
$
153,582
Inventory
1,037,284
964,962
Loans receivable – net
58,547
86,727
Rental properties
1,447,011
1,496,355
Rental properties under development
1,205,474
697,659
Other assets
250,783
227,579
Total assets
$
4,188,472
$
3,626,864
Debt – net of deferred financing costs
$
1,861,211
$
1,677,619
Other liabilities
267,771
248,545
Members’ equity
2,059,490
1,700,700
Total liabilities and equity
$
4,188,472
$
3,626,864
Company’s net investment in unconsolidated entities (1)
$
684,385
$
599,101
(1) Our underlying equity in the net assets of the unconsolidated entities exceeded our net investment in unconsolidated entities by $22.1 million and $16.5 million as of April 30, 2022 and October 31, 2021, respectively, and these differences are primarily a result of other than temporary impairments we have recognized; interest capitalized on our investments; the estimated fair value of the guarantees provided to the joint ventures; unrealized gains on our retained joint venture interests; gains recognized from the sale of our ownership interests; and distributions from entities in excess of the carrying amount of our net investment.
Condensed Combined Statements of Operations:
Three months ended April 30,
Six months ended April 30,
2022
2021
2022
2021
Revenues
$
130,771
$
86,422
$
286,523
$
178,952
Cost of revenues
86,219
60,136
194,701
156,859
Other expenses
39,172
35,081
82,776
70,470
Total expenses
125,391
95,217
277,477
227,329
Loss on disposition of loans and real estate owned
—
(209)
(113)
(209)
Income (loss) from operations
5,380
(9,004)
8,933
(48,586)
Other income (2)
7,064
34,385
40,410
35,332
Income (loss) before income taxes
12,444
25,381
49,343
(13,254)
Income tax expense (benefit)
74
(152)
156
(1,659)
Net income (loss) including earnings from noncontrolling interests
12,370
25,533
49,187
(11,595)
Less: income attributable to noncontrolling interest
—
—
—
(174)
Net income (loss) attributable to controlling interest
$
12,370
$
25,533
$
49,187
$
(11,769)
Company’s equity in earnings of unconsolidated entities (3)
$
2,933
$
10,483
$
24,970
$
11,677
(2) The six months ended April 30, 2022 includes $29.9 million related to the sale of an asset by one Rental Property Joint Venture. The three months and six months ended April 30, 2021 includes $32.6 million related to the sale of an asset by one Rental Property Joint Venture.
(3) Differences between our equity in earnings of unconsolidated entities and the underlying net income (loss) 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
12
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
Receivables, prepaid expenses, and other assets at April 30, 2022 and October 31, 2021, consisted of the following (amounts in thousands):
April 30, 2022
October 31, 2021
Expected recoveries from insurance carriers and others
$
15,960
$
16,773
Improvement cost receivable
65,484
67,626
Escrow cash held by our wholly owned title company
51,603
41,429
Properties held for rental apartment and commercial development
311,776
381,401
Prepaid expenses
34,328
34,960
Right-of-use asset
101,139
96,276
Other
142,412
99,613
$
722,702
$
738,078
See Note 6, “Accrued Expenses,” for additional information regarding the expected recoveries from insurance carriers and others.
As of April 30, 2022 and October 31, 2021, properties held for rental apartment and commercial development include $36.0 million and $90.8 million, respectively, of assets related to consolidated VIEs. See Note 3, “Investments in Unconsolidated Entities” for additional information regarding VIEs.
5. Loans Payable, Senior Notes, and Mortgage Company Loan Facility
Loans Payable
At April 30, 2022 and October 31, 2021, loans payable consisted of the following (amounts in thousands):
April 30, 2022
October 31, 2021
Senior unsecured term loan
$
650,000
$
650,000
Loans payable – other
548,659
364,042
Deferred issuance costs
(2,244)
(2,508)
$
1,196,415
$
1,011,534
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. Other than $101.6 million of term loans that are scheduled to mature on November 1, 2025, there are no payments required before the final maturity date on the Term Loan Facility. At April 30, 2022, the interest rate on the Term Loan Facility was 1.82% 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.
In November 2020, we entered into five interest rate swap transactions to hedge $400.0 million of the Term Loan Facility through October 2025. 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, which was 1.05% as of April 30, 2022. These interest rate swaps were designated as cash flow hedges.
Revolving Credit Facility
We have 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
13
remainder of the revolving loans and commitments continuing to terminate on November 1, 2025. We and substantially all of our 100%-owned home building subsidiaries are guarantors under the Revolving Credit Facility.
Under the terms of the Revolving Credit Facility, at April 30, 2022, our maximum leverage ratio, as defined, may not exceed 1.75 to 1.00, and we are required to maintain a minimum tangible net worth, as defined, of no less than approximately $2.08 billion. Under the terms of the Revolving Credit Facility, at April 30, 2022, our leverage ratio was approximately 0.46 to 1.00, and our tangible net worth was approximately $5.31 billion. Based upon the terms of the Revolving Credit Facility, our ability to repurchase our common stock was limited to approximately $4.24 billion as of April 30, 2022. In addition, under the provisions of the Revolving Credit Facility, our ability to pay cash dividends was limited to approximately $3.23 billion as of April 30, 2022.
At April 30, 2022, we had no outstanding borrowings under the Revolving Credit Facility and had approximately $84.0 million of outstanding letters of credit that were issued under the Revolving Credit Facility. At April 30, 2022, the interest rate on outstanding borrowings under the Revolving Credit Facility would have been 1.97% per annum. In May 2022, we borrowed $200.0 million under our Revolving Credit Facility.
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 April 30, 2022, the weighted-average interest rate on “Loans payable – other” was 3.88% per annum.
Senior Notes
At April 30, 2022, 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
Toll Brothers Mortgage Company (“TBI Mortgage”), our wholly owned mortgage subsidiary, has a mortgage warehousing agreement (the “Warehousing Agreement”) with a bank, which has been amended from time to time, to finance the origination of mortgage loans by TBI Mortgage. The Warehousing Agreement is accounted for as a secured borrowing under ASC 860, “Transfers and Servicing.” The Warehousing Agreement provides for loan purchases up to $75.0 million, subject to certain sublimits. In addition, the Warehousing Agreement provides for an accordion feature under which TBI Mortgage may request that the aggregate commitments under the Warehousing Agreement be increased to an amount up to $150.0 million for a short period of time. The Warehousing Agreement was set to expire, as extended, on April 2, 2022, and borrowings thereunder bear interest at LIBOR plus 1.75% per annum. In April 2022, the Warehousing Agreement was amended and restated to extend the expiration date to March 31, 2023 and borrowings thereunder will bear interest at the Bloomberg Short-Term Bank Yield Index Rate (“BSBY”) (with a BSBY floor of 0.50%) plus 1.75% per annum. At April 30, 2022, the interest rate on the Warehousing Agreement, as amended, was 2.42% per annum.
14
6. Accrued Expenses
Accrued expenses at April 30, 2022 and October 31, 2021 consisted of the following (amounts in thousands):
April 30, 2022
October 31, 2021
Land, land development, and construction
$
285,161
$
310,996
Compensation and employee benefits
194,952
232,161
Escrow liability
44,735
36,107
Self-insurance
237,023
236,369
Warranty
143,991
145,062
Lease liabilities
122,700
116,248
Deferred revenue
86,575
36,638
Interest
31,316
34,033
Commitments to unconsolidated entities
22,260
22,150
Treasury share purchases
8,003
—
Other
56,109
50,471
$
1,232,825
$
1,220,235
The table below provides, for the periods indicated, a reconciliation of the changes in our warranty accrual (amounts in thousands):
Three months ended April 30,
Six months ended April 30,
2022
2021
2022
2021
Balance, beginning of period
$
143,043
$
150,878
$
145,062
$
157,351
Additions – homes closed during the period
13,745
11,309
23,200
18,711
Increase in accruals for homes closed in prior years – net
715
3,696
3,672
4,891
Charges incurred
(13,512)
(12,243)
(27,943)
(27,313)
Balance, end of period
$
143,991
$
153,640
$
143,991
$
153,640
Since fiscal 2014, we have received water intrusion claims from owners of homes built since 2002 in communities located in Pennsylvania and Delaware. We continue 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.
From October 31, 2016 through the second quarter of fiscal 2020, our recorded aggregate estimated repair costs to be incurred for known and unknown water intrusion claims were $324.4 million and our recorded aggregate expected recoveries from insurance carriers and suppliers were approximately $152.6 million. Based on trends in claims experience over several years and lower than anticipated repair costs, in the second fiscal quarter of 2020 and again in the fourth fiscal quarter of 2021, we reduced the aggregate estimated repair costs to be incurred for known and unknown water intrusion claims by a total of $36.2 million. Because this reduction was associated with periods in which we expect our insurance deductibles and self-insured retentions to be exhausted, we reduced our aggregate expected recoveries from insurance carriers and suppliers by a corresponding $36.2 million. Our recorded remaining estimated repair costs, which reflects a reduction for the aggregate amount expended to resolve claims, were approximately $50.6 million at April 30, 2022 and $54.7 million at October 31, 2021. Our recorded remaining expected recoveries from insurance carriers and suppliers were approximately $4.5 million at April 30, 2022 and $5.8 million at October 31, 2021.
As noted above, 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.
15
7. Income Taxes
We recorded income tax provisions of $75.2 million and $42.0 million for the three months ended April 30, 2022 and 2021, respectively. The effective tax rate was 25.4% for the three months ended April 30, 2022, compared to 24.7% for the three months ended April 30, 2021. We recorded income tax provisions of $124.1 million and $72.9 million for the six months ended April 30, 2022 and 2021, respectively. The effective tax rate was 25.0% for the six months ended April 30, 2022, compared to 24.5% for the six months ended April 30, 2021. The income tax provisions for all periods included the provision for state income taxes, interest accrued on anticipated tax assessments, excess tax benefits related to stock-based compensation, federal energy efficient home credits and other permanent differences.
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 2022 will be approximately 5.3%. Our state income tax rate for the full fiscal year 2021 was 5.8%.
At April 30, 2022, we had $5.9 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 April 30,
Six months ended April 30,
2022
2021
2022
2021
Total stock-based compensation expense recognized
$
3,405
$
3,446
$
17,020
$
16,279
Income tax benefit recognized
$
855
$
878
$
4,268
$
4,150
At April 30, 2022 and October 31, 2021, the aggregate unamortized value of unvested stock-based compensation awards was approximately $20.7 million and $14.7 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 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. The Board of Directors did not fix any expiration date for this repurchase program.
The table below provides, for the periods indicated, information about our share repurchase programs:
Three months ended April 30,
Six months ended April 30,
2022
2021
2022
2021
Number of shares purchased (in thousands)
2,205
5
5,219
4,032
Average price per share
$
48.30
$
55.11
$
56.01
$
44.56
Remaining authorization at April 30 (in thousands)
7,344
15,952
7,344
15,952
Cash Dividends
On March 8, 2022, our Board of Directors approved an increase in our quarterly cash dividend from $0.17 per share to $0.20 per share. During the three month periods ended April 30, 2022 and 2021, we declared and paid cash dividends of $0.20 and
16
$0.17 per share, respectively, to our shareholders. During the six months ended April 30, 2022 and 2021, we declared and paid cash dividends of $0.37 and $0.28 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 April 30,
Six months ended April 30,
2022
2021
2022
2021
Employee Retirement Plans
Beginning balance
$
(5,685)
$
(6,864)
$
(6,024)
$
(7,198)
Gains reclassified from AOCI to net income (1)
451
450
903
900
Less: Tax expense (2)
(113)
(115)
(226)
(231)
Net gains reclassified from AOCI to net income
338
335
677
669
Other comprehensive income – net of tax
338
335
677
669
Ending balance
$
(5,347)
$
(6,529)
$
(5,347)
$
(6,529)
Derivative Instruments
Beginning balance
$
11,496
$
378
$
7,133
$
—
Unrealized gains on derivative instruments
17,616
5,474
23,363
5,972
Less: Tax expense
(4,425)
(1,395)
(5,866)
(1,523)
Net gains on derivative instruments
13,191
4,079
17,497
4,449
Gains reclassified from AOCI to net income (3)
106
32
182
42
Less: Tax expense (2)
(27)
(8)
(46)
(10)
Net gains reclassified from AOCI to net income
79
24
136
32
Other comprehensive income – net of tax
13,270
4,103
17,633
4,481
Ending balance
$
24,766
$
4,481
$
24,766
$
4,481
Total AOCI ending balance
$
19,419
$
(2,048)
$
19,419
$
(2,048)
(1) Reclassified to “Other income – net”
(2) Reclassified to “Income tax provision”
(3) Reclassified to “Cost of revenues – home sales”
17
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 April 30,
Six months ended April 30,
2022
2021
2022
2021
Numerator:
Net income as reported
$
220,593
$
127,866
$
372,497
$
224,365
Denominator:
Basic weighted-average shares
117,839
124,295
119,418
125,177
Common stock equivalents (1)
1,086
1,704
1,473
1,603
Diluted weighted-average shares
118,925
125,999
120,891
126,780
Other information:
Weighted-average number of antidilutive options and restricted stock units (2)
214
36
209
311
Shares issued under stock incentive and employee stock purchase plans
17
418
424
874
(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
The table below provides, as of the dates indicated, a summary of assets/(liabilities) related to our financial instruments, measured at fair value on a recurring basis (amounts in thousands):
Fair value
Financial Instrument
Fair value hierarchy
April 30, 2022
October 31, 2021
Residential Mortgage Loans Held for Sale
Level 2
$
146,865
$
247,211
Forward Loan Commitments — Residential Mortgage Loans Held for Sale
Level 2
$
3,617
$
1,782
Interest Rate Lock Commitments (“IRLCs”)
Level 2
$
(10,606)
$
(1,773)
Forward Loan Commitments — IRLCs
Level 2
$
10,606
$
1,773
Interest Rate Swap Contracts
Level 2
$
34,061
$
10,330
At April 30, 2022 and October 31, 2021, the carrying value of cash and cash equivalents 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 April 30, 2022, 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.
18
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.
The table below provides, as of the dates indicated, the aggregate unpaid principal and fair value of mortgage loans held for sale (amounts in thousands):
Aggregate unpaid principal balance
Fair value
Fair value greater (less) than principal balance
At April 30, 2022
$
148,729
$
146,865
$
(1,864)
At October 31, 2021
$
244,467
$
247,211
$
2,744
Inventory
We recognize inventory 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. See Note 1, “Significant Accounting Policies – Inventory,” in our 2021 Form 10-K for additional information regarding our methodology for determining fair value. Impairments on operating communities were insignificant during the three month and six month periods ended April 30, 2022 and 2021 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 and estimated fair value of our debt (amounts in thousands):
April 30, 2022
October 31, 2021
Fair value hierarchy
Book value
Estimated fair value
Book value
Estimated fair value
Loans payable (1)
Level 2
$
1,198,659
$
1,190,896
$
1,014,042
$
1,021,662
Senior notes (2)
Level 1
2,000,000
1,951,047
2,409,856
2,577,818
Mortgage company loan facility (3)
Level 2
113,688
113,688
147,512
147,512
$
3,312,347
$
3,255,631
$
3,571,410
$
3,746,992
(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
The table below provides the significant components of other income – net (amounts in thousands):
Three months ended April 30,
Six months ended April 30,
2022
2021
2022
2021
Income from ancillary businesses
12,334
9,061
14,294
15,920
Management fee income from Home Building Joint Ventures – net
1,037
448
2,375
565
Other
(2,147)
(296)
(1,733)
800
Total other income – net
$
11,224
$
9,213
$
14,936
$
17,285
Management fee income from home building unconsolidated entities presented above primarily represents fees earned by Toll Brothers City Living® (“City Living”) and traditional home building operations.
19
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 April 30,
Six months ended April 30,
2022
2021
2022
2021
Revenues
$
31,890
$
32,731
$
59,586
$
61,831
Expenses
$
19,556
$
23,670
$
45,292
$
45,911
In the three-month and six-month periods ended April 30, 2022, our smart home technology business recognized a $9.0 million gain from a bulk sale of security monitoring accounts, which is included in income from ancillary businesses above.
In the three-month periods ended April 30, 2022 and 2021, our apartment living operations earned fees from unconsolidated entities of $4.8 million and $3.8 million, respectively. In the six-month periods ended April 30, 2022 and 2021, our apartment living operations earned fees from unconsolidated entities of $9.6 million and $8.6 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):
April 30, 2022
October 31, 2021
Aggregate purchase price:
Unrelated parties
$
4,592,468
$
4,442,804
Unconsolidated entities that the Company has investments in
30,011
9,953
Total
$
4,622,479
$
4,452,757
Deposits against aggregate purchase price
$
402,910
$
336,363
Additional cash required to acquire land
4,219,569
4,116,394
Total
$
4,622,479
$
4,452,757
Amount of additional cash required to acquire land included in accrued expenses
$
23,617
$
37,447
In addition, we expect to purchase approximately 6,000 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 April 30, 2022, we also had purchase contracts to acquire land for apartment developments of approximately $113.9 million, of which we had outstanding deposits in the amount of $4.6 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 April 30, 2022, 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.
20
Surety Bonds and Letters of Credit
At April 30, 2022, we had outstanding surety bonds amounting to $894.8 million, primarily related to our obligations to governmental entities to construct improvements in our communities. We estimate that approximately $423.4 million of work remains on these improvements. We have an additional $254.8 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.
At April 30, 2022, we had outstanding letters of credit of $84.0 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 April 30, 2022, we had provided financial guarantees of $26.3 million related to fronted letters of credit to secure obligations related to certain of our insurance policy deductibles and other claims.
Backlog
At April 30, 2022, we had agreements of sale outstanding to deliver 11,768 homes with an aggregate sales value of $11.71 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.
Information regarding our mortgage commitments, as of the dates indicated, is provided in the table below (amounts in thousands):
April 30, 2022
October 31, 2021
Aggregate mortgage loan commitments:
IRLCs
$
779,144
$
528,127
Non-IRLCs
3,168,794
2,705,772
Total
$
3,947,938
$
3,233,899
Investor commitments to purchase:
IRLCs
$
779,144
$
528,127
Mortgage loans held for sale
146,899
244,376
Total
$
926,043
$
772,503
14. Information on Segments
We operate in two segments: traditional home building and urban infill. We build and sell detached and attached homes in luxury residential communities located in affluent suburban markets that cater to move-up, empty-nester, active-adult, affordable luxury, age-qualified, and second-home buyers in the United States (“Traditional Home Building”). We also build and sell homes in urban infill markets through City Living.
Our Traditional Home Building segment operates 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
21
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.
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 April 30,
Six months ended April 30,
2022
2021
2022
2021
Revenues:
Traditional Home Building:
North
$
380,905
$
390,665
$
696,267
$
703,304
Mid-Atlantic
268,250
218,291
511,127
382,275
South
326,351
280,176
569,870
497,060
Mountain
653,558
431,850
1,115,858
809,827
Pacific
541,495
458,605
926,444
789,763
Traditional Home Building
2,170,559
1,779,587
3,819,566
3,182,229
City Living
18,002
57,985
57,774
65,778
Corporate and other
(2,032)
(1,312)
(3,459)
(1,043)
Total home sales revenues
2,186,529
1,836,260
3,873,881
3,246,964
Land sales and other revenues
91,012
93,864
194,741
246,536
Total revenues
$
2,277,541
$
1,930,124
$
4,068,622
$
3,493,500
Income (loss) before income taxes:
Traditional Home Building:
North
$
50,729
$
39,220
$
82,269
$
58,102
Mid-Atlantic
43,807
23,967
77,231
42,780
South
42,979
38,268
65,511
59,751
Mountain
104,962
52,080
175,973
88,093
Pacific
117,020
74,167
181,554
121,721
Traditional Home Building
359,497
227,702
582,538
370,447
City Living (1)
(264)
12,480
12,453
45,172
Corporate and other
(63,418)
(70,356)
(98,360)
(118,388)
Total
$
295,815
$
169,826
$
496,631
$
297,231
(1) In the first quarter of fiscal 2021, we sold certain commercial assets associated with our Hoboken, New Jersey condominium projects for $82.4 million which is included in Land sales and other revenues above. City Living recognized net gains of $38.3 million from these sales.
“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 income from our Rental Property Joint Ventures and Gibraltar Joint Ventures.
22
Total assets for each of our segments, as of the dates indicated, are shown in the table below (amounts in thousands):
April 30, 2022
October 31, 2021
Traditional Home Building:
North
$
1,439,036
$
1,357,168
Mid-Atlantic
1,065,594
976,887
South
1,867,816
1,421,612
Mountain
2,748,850
2,397,484
Pacific
2,331,142
2,174,997
Traditional Home Building
9,452,438
8,328,148
City Living
316,998
332,972
Corporate and other
1,775,175
2,876,730
Total
$
11,544,611
$
11,537,850
“Corporate and other” is comprised principally of cash and cash equivalents, restricted cash, deferred tax assets, investments in our Rental Property Joint Ventures, expected recoveries from insurance carriers and suppliers, our Gibraltar investments and operations, manufacturing facilities, and our mortgage and title subsidiaries.
The amounts we have provided for inventory impairment charges and the expensing of costs that we believed not to be recoverable for each of our segments, for the periods indicated, were as follows (amounts in thousands):
Three months ended April 30,
Six months ended April 30,
2022
2021
2022
2021
Traditional Home Building:
North
$
443
$
31
$
769
$
65
Mid-Atlantic
706
59
1,145
90
South
466
419
609
444
Mountain
342
11
444
20
Pacific
235
1,061
258
1,128
Traditional Home Building
2,192
1,581
3,225
1,747
City Living
—
—
1,200
1,100
Total
$
2,192
$
1,581
$
4,425
$
2,847
23
15. Supplemental Disclosure to Condensed Consolidated Statements of Cash Flows
The following are supplemental disclosures to the Condensed Consolidated Statements of Cash Flows, for the periods indicated (amounts in thousands):
Six months ended April 30,
2022
2021
Cash flow information:
Income tax paid – net
$
131,658
$
86,822
Noncash activity:
Cost of inventory acquired through seller financing, municipal bonds, or included in accrued expenses - net
$
180,576
$
124,333
Accrued treasury share purchases
$
8,003
$
—
Transfer of inventory to investment in unconsolidated entities
$
556
$
49,979
Transfer of other assets to investment in unconsolidated entities - net
$
55,202
$
35,540
Unrealized gain on derivatives
$
23,731
$
6,372
At April 30,
2022
2021
Cash, cash equivalents, and restricted cash
Cash and cash equivalents
$
535,038
$
714,968
Restricted cash included in receivables, prepaid expenses, and other assets
52,863
31,433
Total cash, cash equivalents, and restricted cash shown on the Condensed Consolidated Statements of Cash Flows
$
587,901
$
746,401
24
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, 2021 (“2021 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 2021 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”).
We operate in two segments: Traditional Home Building and Urban Infill (“City Living”). Within Traditional Home Building, 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.
OVERVIEW
Our Business Environment and Current Outlook
In the three months ended April 30, 2022, housing market conditions remained robust and we continued to experience strong demand for our homes. In the quarter, we signed 2,874 net contracts with an aggregate value of $3.09 billion, compared to 3,487 net contracts with an aggregate value of $3.05 billion in the three months ended April 30, 2021, representing a decrease of 18% in units and an increase of 1% in dollars, respectively. More recently, however, demand has moderated. We attribute this moderation to the substantial increase in home prices over the past two years, steep increases in mortgage rates in recent months, inflation concerns, stock market volatility and other macro-economic conditions, which have negatively impacted buyer sentiment. These factors may continue to impact demand for our homes in the future, and in particular during the summer, which historically has been a seasonally slower sales period. Over the long term, we believe that the housing market will remain healthy and continue to be driven by demographic and migration trends, a supply-demand imbalance resulting from over a decade of underproduction of new homes, a tight supply of resale homes, and a renewed appreciation for the importance of home.
Our backlog at April 30, 2022 was 11,768 homes and $11.71 billion, up 16% in units and 35% in dollars as compared to our backlog at April 30, 2021. Like many other home builders, we continue to experience production challenges due to supply chain disruptions, tightness in labor markets and municipality-related delays. These disruptions have resulted in build times (the time it takes from contract signing to delivery of the completed home) that remain extended and delays in deliveries. We continue to work with our suppliers and trade partners to resolve these issues, but we do not expect conditions to significantly improve in the near term. Continued supply chain disruptions and labor and material shortages could further elongate delivery times and increase cost pressures.
While housing market conditions have been strong over the past year, future economic conditions and the demand for homes are subject to continued uncertainty due to many factors, including the recent increase in mortgage rates, higher inflation, ongoing disruptions from supply chain challenges and labor shortages, the ongoing impact of the COVID-19 pandemic and government directives, and other factors. The potential effect of these factors on our future operational and financial performance is highly uncertain, unpredictable and outside our control. As a result, our past performance may not be indicative of future results.
25
Financial and Operational Highlights
In the three-month period ended April 30, 2022, we recognized $2.28 billion of revenues, consisting of $2.19 billion of home sales revenue and $91.0 million of land sales revenue, and net income of $220.6 million, as compared to $1.93 billion of revenues, consisting of $1.84 billion of home sales revenue and $93.9 million of land sales revenue, and $127.9 million of net income in the three-month period ended April 30, 2021.
In the three-month periods ended April 30, 2022 and 2021, the value of net contracts signed was $3.09 billion (2,874 homes) and $3.05 billion (3,487 homes), respectively.
In the six-month period ended April 30, 2022, we recognized $4.07 billion of revenues, consisting of $3.87 billion of home sales revenue and $194.7 million of land sales and other revenue, as compared to $3.49 billion of revenues, consisting of $3.25 billion of home sales revenue and $246.5 million of land sales and other revenue in the six-month period ended April 30, 2021. Net income was $372.5 million compared to $224.4 million of net income in the six-month period ended April 30, 2021.
In the six-month periods ended April 30, 2022 and 2021, the value of net contracts signed was $6.08 billion (5,803 homes) and $5.56 billion (6,361 homes), respectively.
The value of our backlog at April 30, 2022 was $11.71 billion (11,768 homes), as compared to our backlog at April 30, 2021 of $8.69 billion (10,104 homes). Our backlog at October 31, 2021 was $9.50 billion (10,302 homes), as compared to backlog of $6.37 billion (7,791 homes) at October 31, 2020.
At April 30, 2022, we had $535.0 million of cash and cash equivalents on hand and approximately $1.82 billion available under our $1.905 billion revolving credit facility (the “Revolving Credit Facility”), substantially all of which matures in November 2026. At April 30, 2022, we had no borrowings and we had approximately $84.0 million of outstanding letters of credit under the Revolving Credit Facility. In May 2022, we borrowed $200.0 million under our Revolving Credit Facility.
At April 30, 2022, we owned or controlled through options approximately 85,800 home sites, as compared to approximately 80,900 at October 31, 2021; and approximately 63,200 at October 31, 2020. Of the approximately 85,800 total home sites that we owned or controlled through options at April 30, 2022, we owned approximately 40,700 and controlled approximately 45,100 through options. Of the 40,700 home sites owned, approximately 18,300 were substantially improved. In addition, as of April 30, 2022, we expect to purchase approximately 6,000 additional home sites over several years from certain of the joint ventures in which we have interests, at prices to be determined.
At April 30, 2022, we were selling from 328 communities, compared to 340 at October 31, 2021; and 317 at October 31, 2020.
At April 30, 2022, our total stockholders’ equity and our debt to total capitalization ratio were $5.36 billion and 0.38 to 1.00, respectively.
26
RESULTS OF OPERATIONS – OVERVIEW
The following table compares certain items in our Condensed Consolidated Statements of Operations and Comprehensive Income and other supplemental information for the three and six months ended April 30, 2022 and 2021 ($ amounts in millions, unless otherwise stated). For more information regarding results of operations by segment, see “Segments” in this MD&A.
Three months ended April 30,
Six months ended April 30,
2022
2021
% Change
2022
2021
% Change
Revenues:
Home sales
$
2,186.5
$
1,836.3
19
%
$
3,873.9
$
3,247.0
19
%
Land sales and other
91.0
93.9
194.7
246.5
2,277.5
1,930.1
18
%
4,068.6
3,493.5
16
%
Cost of revenues:
Home sales
1,659.3
1,434.5
16
%
2,948.8
2,556.3
15
%
Land sales and other
93.0
92.1
192.6
203.8
1,752.2
1,526.6
15
%
3,141.4
2,760.1
14
%
Selling, general and administrative
243.6
219.2
11
%
470.5
429.9
9
%
Income from operations
281.7
184.4
53
%
456.7
303.5
50
%
Other
Income from unconsolidated entities
2.9
10.5
(72)
%
25.0
11.7
114
%
Other income – net
11.2
9.2
22
%
14.9
17.3
(14)
%
Expenses related to early retirement of debt
—
(34.2)
—
(35.2)
Income before income taxes
295.8
169.8
74
%
496.6
297.2
67
%
Income tax provision
75.2
42.0
79
%
124.1
72.9
70
%
Net income
$
220.6
$
127.9
72
%
$
372.5
$
224.4
66
%
Supplemental information:
Home sales cost of revenues as a percentage of home sales revenues
75.9
%
78.1
%
76.1
%
78.7
%
Land sales and other cost of revenues as a percentage of land sales and other revenues
102.2
%
98.1
%
98.9
%
82.7
%
SG&A as a percentage of home sale revenues
11.1
%
11.9
%
12.1
%
13.2
%
Effective tax rate
25.4
%
24.7
%
25.0
%
24.5
%
Deliveries – units
2,407
2,271
6
%
4,336
4,048
7
%
Deliveries – average delivered price (in ‘000s)
$
908.4
$
808.6
12
%
$
893.4
$
802.1
11
%
Net contracts signed – value
$
3,090.3
$
3,053.0
1
%
$
6,083.3
$
5,561.0
9
%
Net contracts signed – units
2,874
3,487
(18)
%
5,803
6,361
(9)
%
Net contracts signed – average selling price (in ‘000s)
$
1,075.2
$
875.5
23
%
$
1,048.3
$
874.2
20
%
At April 30,
At October 31,
2022
2021
% Change
2021
2020
% Change
Backlog – value
$
11,706.2
$
8,690.2
35
%
$
9,499.1
$
6,374.6
49
%
Backlog – units
11,768
10,104
16
%
10,302
7,791
32
%
Backlog – average selling price (in ‘000s)
$
994.7
$
860.1
16
%
$
922.1
$
818.2
13
%
Note: Due to rounding, amounts may not add.
27
Home Sales Revenues and Home Sales Cost of Revenues
Three months ended April 30, 2022 compared to the three months ended April 30, 2021
The increase in home sale revenues for the three months ended April 30, 2022, as compared to the three months ended April 30, 2021, was attributable to a 6% increase in the number of homes delivered and a 12% increase in the average price of homes delivered. The increase in the number of homes delivered in the three months ended April 30, 2022 was primarily due to an increase in the number of homes in backlog at October 31, 2021, as compared to the number of homes in backlog at October 31, 2020, most significantly in the South and Mountain regions. This increase was partially offset by a lower backlog conversion in the three months ended April 30, 2022 compared to the three months ended April 30, 2021.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 and Mountain regions.
The decrease in home sales cost of revenues, as a percentage of home sales revenues, in the three months ended April 30, 2022, as compared to the three months ended April 30, 2021, was principally due to a shift in the mix of revenues to higher margin products/areas, and sales price increases outpacing cost increases, offset by higher inventory impairment charges in the fiscal 2022 period. In addition, interest expense as a percentage of home sales revenues was lower in the fiscal 2022 period. In the three months ended April 30, 2022 and 2021, interest expense, as a percentage of home sales revenues, was 1.9% and 2.4%, respectively.
Six months ended April 30, 2022 compared to the six months ended April 30, 2021
The increase in home sale revenues for the six months ended April 30, 2022, as compared to the six months ended April 30, 2021, was attributable to a 7% increase in the number of homes delivered and an 11% increase in the average price of homes delivered. The increase in the number of homes delivered in the six months ended April 30, 2022 was primarily due to higher backlog at October 31, 2021, as compared to October 31, 2020, partially offset by lower backlog conversion in the fiscal 2022 period. The increase in the average delivered home price was mainly due to sales price increases, as well as an increase in homes delivered in more expensive product types/geographic regions.
The decrease in home sales cost of revenues, as a percentage of home sales revenues,for the six months ended April 30, 2022, as compared to the six months ended April 30, 2021, was principally due to a shift in the mix of revenues to higher margin products/areas, sales price increases outpacing cost increases, and lower interest expense as a percentage of home sales revenues. In the six months ended April 30, 2022 and 2021, interest expense, as a percentage of home sales revenues, was 1.9% and 2.4%, 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) bulk sales to third parties of land we have decided no longer meets our development criteria; (3) lot sales to third-party builders within our master planned communities; 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. During the six-month period of fiscal 2022, we sold four land parcels to newly formed Rental Property Joint Ventures in which we have an interest for approximately $152.0 million. Minimal gains were recognized on these land sales to joint ventures. In addition, during the six-month period of fiscal 2022, we recorded an impairment charge of $5.2 million related to office space associated with our Hoboken, New Jersey condominium projects in connection with a planned sale. During the six-month period of fiscal 2021, we sold a parking garage and retail space associated with our Hoboken, New Jersey condominium projects for $82.4 million and we recognized a gain of $38.3 million. In addition, during the fiscal 2021 period, we sold three land parcels to newly formed Rental Property Joint Ventures in which we have an interest for approximately $140.0 million. No gains were recognized on these land sales to joint ventures.
Selling, General and Administrative Expenses (“SG&A”)
SG&A spending increased by $24.5 million in the three-month period ended April 30, 2022, as compared to the three-month period ended April 30, 2021. As a percentage of home sales revenues, SG&A was 11.1% in the three months ended April 30, 2022, as compared to 11.9% in the three months ended April 30, 2021. The dollar increase in SG&A was due primarily to the increase in home sales revenues in the fiscal 2022 period compared to the fiscal 2021 period, offset, in part by decreases in costs due to a number of cost reduction initiatives, including reduced commissions and advertising. The decrease in SG&A as a percentage of revenues was due to a lower increase in SG&A spending, which increased 11% year-over-year in the period, relative to the 19% increase in revenues.
SG&A spending increased by $40.6 million in the fiscal 2022 six-month period, as compared to the fiscal 2021 six-month period. As a percentage of home sales revenues, SG&A was 12.1% in the fiscal 2022 period, as compared to 13.2% in the fiscal
28
2021 period. The dollar increase in SG&A was primarily due to higher headcount and increased commissions as a result of sales volume improvement in the fiscal 2022 period, along with normal compensation increases. The decrease in SG&A as a percentage of revenues was due to revenues increasing 19% year-over-year in the fiscal 2022 period, while SG&A spending increased only 9%. SG&A savings, as a percentage of revenues, were primarily due to reduced commissions and advertising in the fiscal 2022 six-month period, as compared to the fiscal 2021 six-month 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, 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 $7.6 million in the three-month period ended April 30, 2022, as compared to the three-month period ended April 30, 2021. This decrease was primarily due to an $11.5 million gain recognized in the fiscal 2021 period related to a property sale by one of our Rental Property Joint Ventures.
Income from unconsolidated entities increased by $13.3 million in the six-month period ended April 30, 2022, as compared to the six-month period ended April 30, 2021. This increase 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, lower losses by a joint venture that owns a hotel and increased earnings from our Land Development Joint Ventures due to lot sales, offset by a $11.5 million and $6.0 million gain recognized in the fiscal 2021 period related to a property sale by one of our Rental Property Joint Ventures and an asset sale of commercial property by one of our Land Development Joint Ventures, respectively.
Other Income – Net
The table below provides, for the periods indicated, the components of “Other income – net” (amounts in thousands):
Three months ended April 30,
Six months ended April 30,
2022
2021
2022
2021
Income from ancillary businesses
$
12,334
$
9,061
$
14,294
$
15,920
Management fee income from Home Building Joint Ventures – net
1,037
448
2,375
565
Other
(2,147)
(296)
(1,733)
800
Total other income – net
$
11,224
$
9,213
$
14,936
$
17,285
The increase in income from ancillary businesses in the three months ended April 30, 2022, as compared to the three months ended April 30, 2021, was mainly due to the bulk sale of security monitoring accounts by our smart home technologies business, which resulted in gain of $9.0 million, offset in part by lower income from our mortgage operations due to increased competition reducing spreads, as well as higher operating losses incurred in our apartment living operations.
The decrease in income from ancillary businesses in the six months ended April 30, 2022 was mainly due to lower earnings from our mortgage operations due to increased competition, as well as higher operating losses incurred in our apartment living operations, offset by a gain of $9.0 million related to the bulk sale of security monitoring accounts mentioned above.
Management fee income from home building unconsolidated entities includes fees earned by our City Living and Traditional Home Building operations. The increase in income in the three and six months ended April 30, 2022 was primarily related to a increase in unconsolidated entities to which we provide services. In addition, in the three months ended April 30, 2022 and 2021, our apartment living operations earned fees from unconsolidated entities of $4.8 million and $3.8 million, respectively.
29
The fees earned by our apartment living operations in the six-month periods ended April 30, 2022 and 2021, were $9.6 million and $8.6 million, respectively. Fees earned by our apartment living operations are included in income from ancillary businesses.
The increased loss in “other” in the three and six months ended April 30, 2022 was primarily due to a $1.6 million impairment charge recorded during the three-month period ended April 30, 2022 in connection with a planned sale of a manufacturing facility.
Expenses Related to Early Retirement of Debt
In the three-month period ended April 30, 2021, we redeemed prior to maturity all $250.0 million aggregate principal amount of our then-outstanding 5.625% Senior Notes due 2024. In connection with this redemption, we incurred a pre-tax charge of $34.2 million, inclusive of the write-off of unamortized deferred financing costs, which is recorded in our Condensed Consolidated Statement of Operations and Comprehensive Income. No similar charges were incurred in the fiscal 2022 periods.
Income Before Income Taxes
For the three-month period ended April 30, 2022, we reported income before income taxes of $295.8 million, as compared to $169.8 million in the three-month period ended April 30, 2021.
For the six-month period ended April 30, 2022, we reported income before income taxes of $496.6 million, as compared to $297.2 million in the six-month period ended April 30, 2021.
Income Tax Provision
In the three-month periods ended April 30, 2022 and April 30, 2021, we recognized an income tax provision of $75.2 million and $42.0 million, respectively. Based upon the federal statutory rate of 21.0% for the fiscal 2022 and 2021 periods, our federal tax provision would have been $62.1 million and $35.7 million, in the three-month period ended April 30, 2022 and 2021, respectively. The difference between the tax provisions recognized and the tax provision based on the federal statutory rate was mainly due to the provision for state income taxes and permanent differences, offset, in part, by energy tax credits.
We recognized an income tax provision of $124.1 million and $72.9 million in the six-month periods ended April 30, 2022 and April 30, 2021, respectively. Based upon the federal statutory rate of 21.0% for the fiscal 2022 and 2021 periods, our federal tax provision would have been $104.3 million and $62.4 million, in the six-month periods ended April 30, 2022 and April 30, 2021, respectively. The difference between the tax provisions recognized and the tax provision based on the federal statutory rate was mainly due to the provision for state income taxes and permanent differences, offset, in part, by energy tax credits and excess tax benefits related to stock-based compensation.
Contracts
In the three-month periods ended April 30, 2022 and 2021, the value of net contracts signed was $3.09 billion (2,874 homes) and $3.05 billion (3,487 homes), respectively. The aggregate value of net contracts signed increased $37.3 million, or 1%, in the three-month period ended April 30, 2022. The increase in the aggregate value of net contracts signed was due to a 23% increase in the average value of each signed contract, offset in part by an 18% decrease in the number of net contracts signed. The increase in the average value of each signed contract is principally due to sales price increases, as well as a shift in the number of contracts signed to more expensive areas and/or products. The decrease in the number of net contracts signed reflects a moderation in demand from the extremely strong prior year period and, to a lesser extent, the impact of us limiting sales in certain communities due primarily to extended construction schedules.
In the six-month periods ended April 30, 2022 and 2021, the value of net contracts signed was $6.08 billion (5,803 homes) and $5.56 billion (6,361 homes), respectively. The aggregate value of net contracts signed increased $522.3 million, or 9%, in the six-month period ended April 30, 2022, as compared to the six-month period ended April 30, 2021. The increase in the aggregate value of net contracts signed was due to a 20% increase in the average value of each signed contract, offset in part by a 9% decrease in the number of net contracts signed. The increase in the average value of each signed contract is principally due to sales price increases, as well as a shift in the number of contracts signed to more expensive areas and/or products. The decrease in the number of net contracts signed reflects a moderation in demand from the extremely strong prior year period and, to a lesser extent, the impact of us limiting sales in certain communities due primarily to extended construction schedules.
Backlog
The value of our backlog at April 30, 2022 increased 35% to $11.71 billion (11,768 homes), as compared to $8.69 billion (10,104 homes) at April 30, 2021. Our backlog at October 31, 2021 and 2020 was $9.50 billion (10,302 homes) and $6.37 billion (7,791 homes), respectively.
For more information regarding results of operations by segment, see “Segments” in this MD&A.
30
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, unsecured bank borrowings, 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 April 30, 2022, we had $535.0 million of cash and cash equivalents on hand and approximately $1.82 billion available for borrowing under our Revolving Credit Facility. In May 2022, we borrowed $200.0 million under our Revolving Credit Facility to fund short term obligations while maintaining a sufficient minimum cash balance.
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.
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 reflected on the Condensed Consolidated Balance Sheet as of April 30, 2022, 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 April 30, 2022, 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 April 30, 2022, we had investments in these entities of $684.4 million and were committed to invest or
31
advance up to an additional $259.1 million to these entities if they require additional funding. At April 30, 2022, we had agreed to terms for the acquisition of 335 home sites from three joint ventures for an estimated aggregate purchase price of $30.0 million. In addition, we expect to purchase approximately 6,000 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 April 30, 2022, 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 April 30, 2022, we had guaranteed the debt of certain unconsolidated entities that have loan commitments aggregating $2.79 billion, of which, if the full amount of the debt obligations were borrowed, we estimate $481.9 million to be our maximum exposure related to repayment and carry cost guarantees. At April 30, 2022, the unconsolidated entities had borrowed an aggregate of $1.36 billion, of which we estimate $266.6 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.
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 April 30, 2022, 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 April 30, 2022 and October 31, 2021, we had $535.0 million and $1.64 billion, respectively, of cash and cash equivalents. Cash used in operating activities during the six-month period ended April 30, 2022 was $205.0 million. Cash used in operating activities during the fiscal 2022 period was primarily related to an increase in inventory, and an increase in current income taxes - net. This activity was offset, in part, by net income (adjusted for stock-based compensation, impairments, depreciation and amortization, income from unconsolidated entities and deferred taxes); mortgage loans sold, net of mortgage loans originated; an increase in customer deposits – net and an increase in accounts payable and accrued expenses.
Cash provided by operating activities during the six-month period ended April 30, 2021 was $27.3 million. Cash provided by operating activities during the fiscal 2021 period was primarily related to net income (adjusted for stock-based compensation, inventory impairments, depreciation and amortization, income from unconsolidated entities, expenses related to the early retirement of debt, gain on sale of assets and deferred taxes); mortgage loans sold, net of mortgage loans originated; increases in customer deposits – net and accounts payable and accrued expenses; and a decrease in receivables, prepaid expenses, and other assets, offset, in part, by an increase in inventory and current income taxes - net.
Investing Activities
In the six-month period ended April 30, 2022, cash used in investing activities was $71.9 million, which was primarily related to $121.3 million used to fund our investments in unconsolidated entities and $39.1 million used for the purchase of property
32
and equipment. This activity was offset, in part, by $88.4 million of cash received as returns from our investments in unconsolidated entities.
In the six-month period ended April 30, 2021, cash provided by investing activities was $41.6 million, which was primarily related to $144.0 million of cash received as returns from our investments in unconsolidated entities and $80.4 million of cash received from the sale of commercial properties, offset, in part, by $153.8 million used to fund our investments in unconsolidated entities and $29.6 million used for the purchase of property and equipment.
Financing Activities
We used $819.7 million of cash in financing activities in the six-month period ended April 30, 2022, primarily for the redemption of $409.9 million of senior notes; the repurchase of $284.3 million of our common stock; payments of $53.3 million of loans payable, net of borrowings, the payment of dividends on our common stock of $44.3 million and payments related to noncontrolling interest - net of $25.8 million.
We used $719.1 million of cash in financing activities in the six-month period ended April 30, 2021, primarily for the repurchase of $179.6 million of our common stock; the payment of dividends on our common stock of $35.3 million; payments of $212.8 million of loans payable, net of borrowings; and redemption of senior notes of $294.2 million.
CRITICAL ACCOUNTING ESTIMATES
As disclosed in our 2021 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, 2021, there have been no material changes to those critical accounting estimates.
SUPPLEMENTAL GUARANTOR INFORMATION
At April 30, 2022, 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.
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.
33
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):
April 30, 2022
Assets
Cash
$
370.6
Inventory
$
8,792.5
Amount due from Non-Guarantor Subsidiaries
$
669.6
Total assets
$
10,480.0
Liabilities & Stockholders' Equity
Loans payable
$
1,160.0
Senior notes
$
1,994.8
Total liabilities
$
5,509.1
Stockholders' equity
$
4,970.9
Summarized Statement of Operations Data (Amounts in millions):
For the six months ended April 30, 2022
Revenues
$
3,896.1
Cost of revenues
$
2,976.7
Selling, general and administrative
$
468.8
Income before income taxes
$
443.9
Net income
$
333.0
34
SEGMENTS
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 April 30,
Revenues ($ in millions)
Units Delivered
Average Delivered Price ($ in thousands)
2022
2021
% Change
2022
2021
% Change
2022
2021
% Change
Traditional Home Building:
North
$
380.9
$
390.7
(3)
%
485
562
(14)
%
$
785.4
$
695.1
13
%
Mid-Atlantic
268.2
218.3
23
%
276
304
(9)
%
$
971.9
$
718.1
35
%
South
326.4
280.2
16
%
447
408
10
%
$
730.1
$
686.7
6
%
Mountain
653.5
431.8
51
%
814
605
35
%
$
802.9
$
713.8
12
%
Pacific
541.5
458.6
18
%
376
347
8
%
$
1,440.2
$
1,321.6
9
%
Traditional Home Building
2,170.5
1,779.6
22
%
2,398
2,226
8
%
$
905.2
$
799.5
13
%
City Living
18.0
58.0
(69)
%
9
45
(80)
%
$
2,000.3
$
1,288.5
55
%
Other
(2.0)
(1.3)
Total home sales revenues
2,186.5
1,836.3
19
%
2,407
2,271
6
%
$
908.4
$
808.6
12
%
Land sales revenues
91.0
93.9
Total revenues
$
2,277.5
$
1,930.2
Six months ended April 30,
Revenues ($ in millions)
Units Delivered
Average Delivered Price ($ in thousands)
2022
2021
% Change
2022
2021
% Change
2022
2021
% Change
Traditional Home Building:
North
$
696.3
$
703.3
(1)
%
883
1,013
(13)
%
$
788.6
$
694.3
14
%
Mid-Atlantic
511.1
382.3
34
%
552
531
4
%
$
925.9
$
720.0
29
%
South
569.9
497.1
15
%
794
749
6
%
$
717.8
$
663.7
8
%
Mountain
1,115.8
809.8
38
%
1,417
1,130
25
%
$
787.4
$
716.6
10
%
Pacific
926.5
789.8
17
%
661
573
15
%
$
1,401.7
$
1,378.4
2
%
Traditional Home Building
3,819.6
3,182.3
20
%
4,307
3,996
8
%
$
886.8
$
796.4
11
%
City Living
57.8
65.8
(12)
%
29
52
(44)
%
$
1,993.1
$
1,265.4
58
%
Other
(3.5)
(1.1)
Total home sales revenues
3,873.9
3,247.0
19
%
4,336
4,048
7
%
$
893.4
$
802.1
11
%
Land sales revenues
194.7
246.5
Total revenues
$
4,068.6
$
3,493.5
35
Net Contracts Signed:
Three months ended April 30,
Net Contract Value ($ in millions)
Net Contracted Units
Average Contracted Price ($ in thousands)
2022
2021
% Change
2022
2021
% Change
2022
2021
% Change
Traditional Home Building:
North
$
448.6
$
454.4
(1)
%
474
551
(14)
%
$
946.4
$
824.6
15
%
Mid-Atlantic
286.6
323.9
(12)
%
254
386
(34)
%
$
1,128.4
$
839.1
34
%
South
573.7
561.8
2
%
616
800
(23)
%
$
931.3
$
702.3
33
%
Mountain
943.3
920.0
3
%
1,002
1,216
(18)
%
$
941.4
$
756.6
24
%
Pacific
828.8
707.6
17
%
523
488
7
%
$
1,584.7
$
1,450.0
9
%
Traditional Home Building
3,081.0
2,967.7
4
%
2,869
3,441
(17)
%
$
1,073.9
$
862.5
25
%
City Living
9.3
85.3
(89)
%
5
46
(89)
%
$
1,850.3
$
1,854.5
—
%
Total
$
3,090.3
$
3,053.0
1
%
2,874
3,487
(18)
%
$
1,075.2
$
875.5
23
%
Six months ended April 30,
Net Contract Value ($ in millions)
Net Contracted Units
Average Contracted Price ($ in thousands)
2022
2021
% Change
2022
2021
% Change
2022
2021
% Change
Traditional Home Building:
North
$
864.5
$
811.1
7
%
946
1,000
(5)
%
$
913.8
$
811.1
13
%
Mid-Atlantic
647.2
651.4
(1)
%
620
759
(18)
%
$
1,043.9
$
858.2
22
%
South
1,185.1
950.7
25
%
1,353
1,368
(1)
%
$
875.9
$
695.0
26
%
Mountain
1,701.4
1,671.8
2
%
1,801
2,194
(18)
%
$
944.7
$
762.0
24
%
Pacific
1,652.9
1,351.7
22
%
1,066
961
11
%
$
1,550.6
$
1,406.6
10
%
Traditional Home Building
6,051.1
5,436.7
11
%
5,786
6,282
(8)
%
$
1,045.8
$
865.4
21
%
City Living
32.2
124.3
(74)
%
17
79
(78)
%
$
1,894.1
$
1,573.4
20
%
Total
$
6,083.3
$
5,561.0
9
%
5,803
6,361
(9)
%
$
1,048.3
$
874.2
20
%
Backlog:
At April 30,
Backlog Value ($ in millions)
Backlog Units
Average Backlog Price ($ in thousands)
2022
2021
% Change
2022
2021
% Change
2022
2021
% Change
Traditional Home Building:
North
$
1,634.6
$
1,477.9
11
%
1,787
1,893
(6)
%
$
914.7
$
780.7
17
%
Mid-Atlantic
1,140.0
1,039.7
10
%
1,120
1,218
(8)
%
$
1,017.9
$
853.6
19
%
South
2,581.0
1,492.1
73
%
3,029
2,107
44
%
$
852.1
$
708.2
20
%
Mountain
3,607.7
2,533.4
42
%
3,982
3,338
19
%
$
906.0
$
759.0
19
%
Pacific
2,740.3
1,949.7
41
%
1,849
1,432
29
%
$
1,482.0
$
1,361.5
9
%
Traditional Home Building
11,703.6
8,492.8
38
%
11,767
9,988
18
%
$
994.6
$
850.3
17
%
City Living
2.6
197.4
(99)
%
1
116
(99)
%
$
2,638.7
$
1,701.7
55
%
Total
$
11,706.2
$
8,690.2
35
%
11,768
10,104
16
%
$
994.7
$
860.1
16
%
36
At October 31,
Backlog Value ($ in millions)
Backlog Units
Average Backlog Price ($ in thousands)
2021
2020
% Change
2021
2020
% Change
2021
2020
% Change
Traditional Home Building:
North
$
1,465.9
$
1,369.1
7
%
1,724
1,906
(10)
%
$
850.3
$
718.3
18
%
Mid-Atlantic
1,004.5
770.4
30
%
1,053
990
6
%
$
954.0
$
778.2
23
%
South
1,965.2
1,038.4
89
%
2,470
1,488
66
%
$
795.6
$
697.9
14
%
Mountain
3,021.9
1,670.7
81
%
3,598
2,274
58
%
$
839.9
$
734.7
14
%
Pacific
2,013.3
1,387.1
45
%
1,444
1,044
38
%
$
1,394.3
$
1,328.6
5
%
Traditional Home Building
9,470.8
6,235.7
52
%
10,289
7,702
34
%
$
920.5
$
809.6
14
%
City Living
28.3
138.9
(80)
%
13
89
(85)
%
$
2,173.0
$
1,560.3
39
%
Total
$
9,499.1
$
6,374.6
49
%
10,302
7,791
32
%
$
922.1
$
818.2
13
%
Income (Loss) Before Income Taxes ($ amounts in millions):
Three months ended April 30,
Six months ended April 30,
2022
2021
% Change
2022
2021
% Change
Traditional Home Building:
North
$
50.7
$
39.2
29
%
$
82.3
$
58.1
42
%
Mid-Atlantic
43.8
24.0
83
%
77.2
42.8
80
%
South
43.0
38.3
12
%
65.5
59.8
10
%
Mountain
105.0
52.1
102
%
176.0
88.1
100
%
Pacific
117.0
74.2
58
%
181.6
121.7
49
%
Traditional Home Building
359.5
227.8
58
%
582.6
370.5
57
%
City Living (1)
(0.3)
12.5
(102)
%
12.5
45.2
(72)
%
Corporate and other
(63.4)
(70.4)
10
%
(98.5)
(118.4)
17
%
Total
$
295.8
$
169.9
74
%
$
496.6
$
297.3
67
%
(1) In the first quarter of fiscal 2021, we sold certain commercial assets associated with our Hoboken, New Jersey condominium projects for $82.4 million which is included in Land sales and other revenues. City Living recognized net gains of $38.3 million from these sales.
“Corporate and other” is comprised principally of general corporate expenses such as our executive offices; the corporate finance, accounting, audit, tax, human resources, risk management, information technology, marketing, and legal groups; interest income; income from certain of our ancillary businesses, including our apartment rental development business; and income from our Rental Property Joint Ventures and Gibraltar Joint Ventures.
37
Traditional Home Building
North
Three months ended April 30,
Six months ended April 30,
2022
2021
Change
2022
2021
Change
Units Delivered and Revenues:
Home sales revenues ($ in millions)
$
380.9
$
390.7
(3)
%
$
696.3
$
703.3
(1)
%
Units delivered
485
562
(14)
%
883
1,013
(13)
%
Average delivered price ($ in thousands)
$
785.4
$
695.1
13
%
$
788.6
$
694.3
14
%
Net Contracts Signed:
Net contract value ($ in millions)
$
448.6
$
454.4
(1)
%
$
864.5
$
811.1
7
%
Net contracted units
474
551
(14)
%
946
1,000
(5)
%
Average contracted price ($ in thousands)
$
946.4
$
824.6
15
%
$
913.8
$
811.1
13
%
Home sales cost of revenues as a percentage of home sale revenues
79.1
%
82.0
%
79.8
%
82.9
%
Income before income taxes ($ in millions)
$
50.7
$
39.2
29
%
$
82.3
$
58.1
42
%
Number of selling communities at April 30,
55
57
(4)
%
The decreases in the number of homes delivered in the fiscal 2022 periods were mainly due to a decrease in the number of homes in backlog at October 31, 2021, as compared to the number of homes in backlog at October 31, 2020. The increases in the average price of homes delivered in the fiscal 2022 periods were primarily due to sales price increases and a shift in the number of homes delivered to more expenses areas and/or products.
The decreases in the number of net contracts signed in the fiscal 2022 periods were mainly due to a decrease in the number of selling communities in the fiscal 2022 periods, limited lot releases in certain communities in the fiscal 2022 periods, and a return to more normalized demand. The increases in the average value of each contract signed in the fiscal 2022 periods were mainly due to sales price increases and a shift in the number of contracts signed to more expensive areas and/or products.
The increases in income before income taxes in the fiscal 2022 periods were attributable to lower home sales cost of revenues, as a percentage of home sale revenues, and lower SG&A costs. The decreases in home sales cost of revenues, as a percentage of home sales revenues, in the fiscal 2022 periods were primarily due to a shift in product mix/areas to higher-margin areas, sales price increases, and lower interest expense as a percentage of home sales revenues.
Mid-Atlantic
Three months ended April 30,
Six months ended April 30,
2022
2021
Change
2022
2021
Change
Units Delivered and Revenues:
Home sales revenues ($ in millions)
$
268.2
$
218.3
23
%
$
511.1
$
382.3
34
%
Units delivered
276
304
(9)
%
552
531
4
%
Average delivered price ($ in thousands)
$
971.9
$
718.1
35
%
$
925.9
$
720.0
29
%
Net Contracts Signed:
Net contract value ($ in millions)
$
286.6
$
323.9
(12)
%
$
647.2
$
651.4
(1)
%
Net contracted units
254
386
(34)
%
620
759
(18)
%
Average contracted price ($ in thousands)
$
1,128.4
$
839.1
34
%
$
1,043.9
$
858.2
22
%
Home sales cost of revenues as a percentage of home sale revenues
76.4
%
80.6
%
76.9
%
79.4
%
Income before income taxes ($ in millions)
$
43.8
$
24.0
83
%
$
77.2
$
42.8
80
%
Number of selling communities at April 30,
35
41
(15)
%
38
The decrease in the number of homes delivered in the three-month fiscal 2022 period was mainly due to lower backlog conversion in the fiscal 2022 period. The increase in the number of homes delivered in the six-month fiscal 2022 period was mainly due to an increase in the number of homes in backlog at October 31, 2021, as compared to the number of homes in backlog at October 31, 2020, offset in part by lower backlog conversion. The increases in the average price of homes delivered in the fiscal 2022 periods were primarily due to a shift in the number of homes delivered to more expensive areas and/or products and sales price increases.
The decreases in the number of net contracts signed in the fiscal 2022 periods were mainly due to the decrease in the number of selling communities, limited lot releases in certain communities and a return to more normalized demand. The increases in the average value of each contract signed in the fiscal 2022 periods were mainly due to a shift in the number of contracts signed to more expensive areas and/or products and sales price increases.
The increases in income before income taxes in the fiscal 2022 periods were mainly due to higher earnings from increased revenue and lower home sales cost of revenues, as a percentage of home sale revenues. The six-month period ended April 30, 2021 also benefited from a $6.0 million gain recognized from an asset sale of commercial property by one of our Land Development Joint Ventures. No similar gains were recognized in the six-month period ended April 30, 2022.
South
Three months ended April 30,
Six months ended April 30,
2022
2021
Change
2022
2021
Change
Units Delivered and Revenues:
Home sales revenues ($ in millions)
$
326.4
$
280.2
16
%
$
569.9
$
497.1
15
%
Units delivered
447
408
10
%
794
749
6
%
Average delivered price ($ in thousands)
$
730.1
$
686.7
6
%
$
717.8
$
663.7
8
%
Net Contracts Signed:
Net contract value ($ in millions)
$
573.7
$
561.8
2
%
$
1,185.1
$
950.7
25
%
Net contracted units
616
800
(23)
%
1,353
1,368
(1)
%
Average contracted price ($ in thousands)
$
931.3
$
702.3
33
%
$
875.9
$
695.0
26
%
Home sales cost of revenues as a percentage of home sale revenues
77.9
%
76.2
%
77.9
%
76.8
%
Income before income taxes ($ in millions)
$
43.0
$
38.3
12
%
$
65.5
$
59.8
10
%
Number of selling communities at April 30,
91
80
14
%
The increases in the number of homes delivered in the fiscal 2022 periods were mainly due to an increase in the number of homes in backlog at October 31, 2021, as compared to the number of homes in backlog at October 31, 2020, partially offset by lower backlog conversion in the fiscal 2022 periods. The increases in the average price of homes delivered in the fiscal 2022 periods were primarily due to sales price increases and a shift in the number of homes delivered to more expensive areas.
The decreases in the number of net contracts signed in the fiscal 2022 periods were due principally to our limiting of lot releases in certain communities during the fiscal 2022 periods and a return to more normalized demand. The increases in the average value of each contract signed in the fiscal 2022 periods were primarily due to sales price increases and a shift in the number of contracts signed to more expensive areas or product types.
The increases in income before income taxes in the fiscal 2022 periods were principally due to higher earnings from increased revenues and higher earnings from unconsolidated entities, partially offset by higher home sales cost of revenues, as a percentage of home sale revenues, and higher SG&A costs in the fiscal 2022 periods. The increases in home sales cost of revenues, as a percentage of home sales revenues, in the fiscal 2022 periods were primarily due to a shift in product mix/areas to lower-margin areas.
39
Mountain
Three months ended April 30,
Six months ended April 30,
2022
2021
Change
2022
2021
Change
Units Delivered and Revenues:
Home sales revenues ($ in millions)
$
653.5
$
431.8
51
%
$
1,115.8
$
809.8
38
%
Units delivered
814
605
35
%
1,417
1,130
25
%
Average delivered price ($ in thousands)
$
802.9
$
713.8
12
%
$
787.4
$
716.6
10
%
Net Contracts Signed:
Net contract value ($ in millions)
$
943.3
$
920.0
3
%
$
1,701.4
$
1,671.8
2
%
Net contracted units
1,002
1,216
(18)
%
1,801
2,194
(18)
%
Average contracted price ($ in thousands)
$
941.4
$
756.6
24
%
$
944.7
$
762.0
24
%
Home sales cost of revenues as a percentage of home sale revenues
76.7
%
78.0
%
76.1
%
78.7
%
Income before income taxes ($ in millions)
$
105.0
$
52.1
102
%
$
176.0
$
88.1
100
%
Number of selling communities at April 30,
103
99
4
%
The increases in the number of homes delivered in the fiscal 2022 periods were mainly due to an increase in the number of homes in backlog at October 31, 2021, as compared to the number of homes in backlog at October 31, 2020, partially offset by lower backlog conversion in the fiscal 2022 periods. The increases in the average price of homes delivered in the fiscal 2022 periods were primarily due to sales price increases.
The decreases in the number of net contracts signed in the fiscal 2022 periods were primarily due to our limiting of lot releases in certain communities during the fiscal 2022 periods and a return to more normalized demand. The increases in the average value of each contract signed in the fiscal 2022 periods were mainly due to sales price increases.
The increases in income before income taxes in the fiscal 2022 periods were due mainly to higher earnings from increased revenues in the fiscal 2022 periods and lower home sales cost of revenues, as a percentage of home sale revenues, partially offset by higher SG&A costs in the fiscal 2022 periods. The decreases in home sales cost of revenues, as a percentage of home sales revenues, in the fiscal 2022 periods were primarily due to a shift in product mix/areas to higher-margin areas and sales price increases.
Pacific
Three months ended April 30,
Six months ended April 30,
2022
2021
Change
2022
2021
Change
Units Delivered and Revenues:
Home sales revenues ($ in millions)
$
541.5
$
458.6
18
%
$
926.5
$
789.8
17
%
Units delivered
376
347
8
%
661
573
15
%
Average delivered price ($ in thousands)
$
1,440.2
$
1,321.6
9
%
$
1,401.7
$
1,378.4
2
%
Net Contracts Signed:
Net contract value ($ in millions)
$
828.8
$
707.6
17
%
$
1,652.9
$
1,351.7
22
%
Net contracted units
523
488
7
%
1,066
961
11
%
Average contracted price ($ in thousands)
$
1,584.7
$
1,450.0
9
%
$
1,550.6
$
1,406.6
10
%
Home sales cost of revenues as a percentage of home sale revenues
71.7
%
75.7
%
72.8
%
76.0
%
Income before income taxes ($ in millions)
$
117.0
$
74.2
58
%
$
181.6
$
121.7
49
%
Number of selling communities at April 30,
44
40
10
%
The increases in the number of homes delivered in the fiscal 2022 periods were mainly due to an increase in the number of homes in backlog at October 31, 2021, as compared to the number of homes in backlog at October 31, 2020, partially offset by lower backlog conversion. The increases in the average price of homes delivered in the fiscal 2022 periods were primarily due to sales price increases and a shift in the number of homes delivered to more expensive areas and/or products.
40
The increases in the number of net contracts signed in the fiscal 2022 periods were primarily due to an increase in demand, coupled with the increase in the number of selling communities in the fiscal 2022 periods. The increases in the average value of each contract signed in the fiscal 2022 periods were mainly due to sales price increases and a shift in product mix.
The increases in income before income taxes in the fiscal 2022 periods were mainly due to higher earnings from increased revenues and lower home sales cost of revenues, as a percentage of home sales revenues. The decreases in home sales cost of revenues, as a percentage of home sales revenues, were primarily due to a shift in product mix/areas to higher-margin areas and sales price increases.
City Living
Three months ended April 30,
Six months ended April 30,
2022
2021
Change
2022
2021
Change
Units Delivered and Revenues:
Home sales revenues ($ in millions)
$
18.0
$
58.0
(69)
%
$
57.8
$
65.8
(12)
%
Units delivered
9
45
(80)
%
29
52
(44)
%
Average delivered price ($ in thousands)
$
2,000.3
$
1,288.5
55
%
$
1,993.1
$
1,265.4
58
%
Net Contracts Signed:
Net contract value ($ in millions)
$
9.3
$
85.3
(89)
%
$
32.2
$
124.3
(74)
%
Net contracted units
5
46
(89)
%
17
79
(78)
%
Average contracted price ($ in thousands)
$
1,850.3
$
1,854.5
—
%
$
1,894.1
$
1,573.4
20
%
Home sales cost of revenues as a percentage of home sale revenues
58.6
%
69.4
%
58.2
%
70.0
%
Income before income taxes ($ in millions) (1)
$
(0.3)
$
12.5
(102)
%
$
12.5
$
45.2
(72)
%
Number of selling communities at April 30,
—
3
(100)
%
(1) In the first quarter of fiscal 2021, we sold certain commercial assets associated with our Hoboken, New Jersey condominium projects for $82.4 million which is included in Land sales and other revenues. City Living recognized net gains of $38.3 million from these sales.
The decreases in the number of homes delivered in the fiscal 2022 periods were attributable to a decrease in backlog at October 31, 2021 as compared to October 31, 2020, primarily driven by the reduction in the number of selling communities in our City Living region. The increases in the average price of homes delivered in fiscal 2022 periods were primarily due to a shift in the number of homes delivered to more expensive products and sales price increases.
The decreases in the number of net contracts signed in the fiscal 2022 periods were mainly due to a decrease in the number of selling communities.
The decrease in income before income taxes in the fiscal 2022 periods was primarily due to decreased home sales revenue, partially offset by lower home sales cost of revenues, as a percentage of home sales revenue and lower SG&A costs. In addition, during the three-month period of fiscal 2022, we recorded an impairment charge of $5.2 million related to office space within one of our Hoboken, New Jersey condominium projects in connection with a planned sale. Furthermore, the six-month fiscal 2021 period benefited from gains of $38.3 million recognized from the sales of a parking garage and retail space associated with one of our Hoboken, New Jersey condominium projects, offset by $2.1 million of other-than-temporary impairment charges that we recognized on two of our Home Building Joint Ventures.
Corporate and Other
In the three months ended April 30, 2022 and 2021, loss before income taxes was $63.4 million and $70.4 million, respectively. The decrease in the loss before income taxes in the fiscal 2022 period was principally due to a $34.2 million charge incurred related to early retirement of debt in the fiscal 2021 period and a gain of $9.0 million related to the bulk sale of security monitoring accounts by our smart home technologies business during the fiscal 2022 period. These improvements were offset by higher SG&A costs, lower earnings from our mortgage company operations primarily due to increased competition resulting in decreased spreads, and higher operating losses incurred in our apartment living operations in the fiscal 2022 period. In addition, the fiscal 2021 period benefited from a $11.5 million gain related to a property sale by one of our Rental Property Joint Ventures.The increase in SG&A costs in the fiscal 2022 period was primarily due to increased headcount, normal compensation increases, and additional investments in information technology.
41
In the six months ended April 30, 2022 and 2021, loss before income taxes was $98.5 million and $118.4 million, respectively. The decrease in the loss before income taxes in the fiscal 2022 period was principally due to a $34.2 million charge incurred related to early retirement of debt during the fiscal 2021 period, $21.0 million gain recognized in the fiscal 2022 period related to a property sale by one of our Rental Property Joint Ventures and a gain of $9.0 million related to the bulk sale of security monitoring accounts by our smart home technologies business during the fiscal 2022 period. These improvements were offset in part, by higher SG&A costs, lower earnings from our mortgage company operations primarily due to a decrease in spreads, and higher losses incurred in our apartment living operations. In addition, the fiscal 2021 period benefited from a $11.5 million gain related to a property sale by one of our Rental Property Joint Ventures. The increase in SG&A costs in the fiscal 2022 period was primarily due to normal compensation increases, higher headcount, and additional investments made in information technology.
42
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.
The London Interbank Offered Rate (“LIBOR”) is the primary basis for determining interest payments on borrowings under each of our $650.0 million Term Loan Facility and our $1.905 billion Revolving Credit Facility. On March 5, 2021, ICE Benchmark Administration (“IBA”) confirmed it would cease publication of Overnight, 1, 3, 6 and 12 month US Dollar LIBOR settings immediately following the LIBOR publication on June 30, 2023. Various parties, including government agencies, are seeking to identify an alternative rate to replace LIBOR. The Alternative Reference Rates Committee, which was convened by the Federal Reserve Board and the New York Federal Reserve, has identified the Secured Overnight Financing Rate (“SOFR”) as the recommended risk-free alternative rate for US Dollar LIBOR. We expect a substantial portion of our indebtedness will eventually transition to bearing interest based on SOFR. At this time, it is not possible to predict the effect the anticipated discontinuance of LIBOR, or the establishment of alternative reference rates such as SOFR, will have on us or our borrowing costs. SOFR is a relatively new reference rate and its composition and characteristics are not the same as LIBOR. Given SOFR’s very limited history and potential volatility as compared to other benchmark or market rates, the future performance of SOFR cannot be predicted based on historical performance. The consequences of using SOFR could include an increase in the cost of our variable rate indebtedness. We are monitoring these transition efforts and, although each of our Term Loan Facility and Revolving Credit Facility contain provisions designed to accommodate an alternate reference rate, we may need to amend these and other contracts, such as interest rate hedges that reference these contracts, to accommodate any replacement rate. The potential effect of any such event on our cost of capital cannot yet be determined, but we do not expect it to have a material impact on our consolidated financial condition, results of operations, or cash flows.
43
The table below sets forth, at April 30, 2022, our debt obligations by scheduled maturity, weighted-average interest rates, and estimated fair value (amounts in thousands):
Fixed-rate debt
Variable-rate debt (a)
Fiscal year of maturity
Amount
Weighted- average interest rate
Amount
Weighted- average interest rate
2022
$
34,469
3.92%
$
13,060
0.58%
2023
594,244
4.13%
113,688
2.42%
2024
113,833
3.93%
—
2025
78,569
5.19%
—
2026
374,213
4.86%
101,563
1.82%
Thereafter (b)
1,340,271
4.30%
548,437
1.82%
Bond discounts, premiums and deferred issuance costs - net
(5,214)
(2,244)
Total
$
2,530,385
4.35%
$
774,504
1.89%
Fair value at April 30, 2022
$
2,478,883
$
776,748
(a) Based upon the amount of variable-rate debt outstanding at April 30, 2022, and holding the variable-rate debt balance constant, each 1% increase in interest rates would increase the interest incurred by us by approximately $7.8 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 through October 2025, 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, which was 1.05% as of April 30, 2022. These interest rate swaps were designated as cash flow hedges.
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 April 30, 2022, 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 2021 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 April 30, 2022, 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)
February 1, 2022 to February 28, 2022
213
$
51.24
213
9,337
March 1, 2022 to March 31, 2022
1,119
$
49.09
1,119
8,218
April 1, 2022 to April 30, 2022
874
$
46.58
874
7,344
Total
2,206
$
48.30
2,206
(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 April 30, 2022, we withheld 1,652 of the shares subject to performance based restricted stock units and restricted stock units to cover approximately $84,113 of income tax withholdings and we issued the remaining 4,412 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 April 30, 2022, the net exercise method was not employed to exercise options.
(b) On March 10, 2020, 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 March 10, 2020, the existing authorization that had been in effect since December 10, 2019. Most recently, on May 17, 2022, our Board of Directors renewed its authorization to repurchase of 20 million shares of our common stock. 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
April 30, 2022.
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Dividends
During the six months ended April 30, 2022, we paid cash dividends of $0.37 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 April 30, 2022, under our bank credit agreements, we could have paid up to approximately $3.23 billion of cash dividends.
The following financial statements from Toll Brothers, Inc. Quarterly Report on Form 10-Q for the quarter ended April 30, 2022, filed on June 2, 2022, 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.
46
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:
June 2, 2022
By:
/s/ Martin P. Connor
Martin P. Connor Senior Vice President and Chief Financial Officer (Principal Financial Officer)
Date:
June 2, 2022
By:
/s/ Michael J. Grubb
Michael J. Grubb Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
