Toll Brothers Inc
For the period ended Jan 31, 2024. Filed Mar 1, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jan 31, 2024 · Filed Mar 1, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- 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, 2023 balance sheet amounts and disclosures have been derived from our October 31, 2023 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, 2023 (“2023 Form 10-K”). In the opinion of management, the unaudited condensed consolidated financial statements include all recurring adjustments necessary to present fairly our financial position as of January 31, 2024; the results of our operations and changes in equity for the three-month periods ended January 31, 2024 and 2023; and our cash flows for the three-month periods ended January 31, 2024 and 2023. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
Use of Estimates
The preparation of financial statements in accordance with GAAP requires estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates and assumptions may prove to be incorrect for a variety of reasons, whether as a result of the risks and uncertainties our business is subject to or for other reasons. In times of economic disruption when uncertainty regarding future economic conditions is heightened, our estimates and assumptions are subject to greater variability. Actual results could differ from the estimates and assumptions we make and such differences may be material.
Revenue Recognition
Home sales revenues: Revenues and cost of revenues from home sales are recognized at the time each home is delivered and title and possession are transferred to the buyer. For the majority of our home closings, our performance obligation to deliver a home is satisfied in less than one year from the date a binding sale agreement is signed. In certain states where we build, we are not able to complete certain outdoor features prior to the closing of the home. To the extent these separate performance obligations are not complete upon the home closing, we defer a portion of the home sales revenues related to these obligations and subsequently recognize the revenue upon completion of such obligations. As of January 31, 2024, 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 $534.4 million and $540.7 million at January 31, 2024 and October 31, 2023, respectively. Of the outstanding customer deposits held as of October 31, 2023, we recognized $137.2 million in home sales revenues during the three months ended January 31, 2024. Of the outstanding customer deposits held as of October 31, 2022, we recognized $122.9 million in home sales revenues during the three months ended January 31, 2023.
Land sales and other revenues: Our revenues from land sales and other generally consist of: (1) land sales to joint ventures in which we retain an interest; (2) lot sales to third-party builders within our master-planned communities; (3) bulk lot sales to third parties of land we have decided no longer meets our development criteria; (4) sales of land parcels to third parties (typically because there is a superior economic use of the property); and (5) sales of commercial and retail properties generally located at our high-rise urban luxury condominium projects. 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.
In February 2024, we sold a parcel of land to a commercial developer for net cash proceeds of $180.7 million which is expected to result in a pre-tax gain of approximately $175.0 million during the three months ended April 30, 2024.
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 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 November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM. The amendments in this update also expand the interim segment disclosure requirements. ASU 2023-07 will be effective for our fiscal year ending October 31, 2025 and for interim periods starting in our first quarter of fiscal 2026. Early adoption is permitted and the amendments in this update are required to be applied on a retrospective basis. We are currently reviewing the impact that the adoption of ASU 2023-07 may have on our consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires expanded disclosure of our income tax rate reconciliation and income taxes paid. ASU 2023-09 will be effective for our fiscal year ending October 31, 2026 and may be applied either retrospectively or prospectively. We are currently evaluating ASU 2023-09 and do not expect it to have a material effect on our consolidated financial statements and disclosures.
Reclassification
Certain prior period amounts have been reclassified to conform to the fiscal 2024 presentation.
- Inventory
Major components of inventory at January 31, 2024 and October 31, 2023 were (amounts in thousands):
| January 31,2024 | October 31,2023 | |
|---|---|---|
| Land deposits and costs of future development | $533,512 | $549,035 |
| Land and land development costs | 2,671,521 | 2,631,147 |
| Land and land development costs associated with homes under construction | 3,182,663 | 2,916,334 |
| Total land and land development costs | 6,387,696 | 6,096,516 |
| Homes under construction | 2,722,430 | 2,515,484 |
| Model homes (1) | 471,356 | 445,578 |
| $9,581,482 | $9,057,578 |
(1) Includes the allocated land and land development costs associated with each of our model homes in operation.
The following table provides a summary of the composition of our inventory based on community status at January 31, 2024 and October 31, 2023 (amounts in thousands):
| January 31,2024 | October 31,2023 | |
|---|---|---|
| Land controlled for future communities | $167,697 | $173,175 |
| Land owned for future communities | 561,866 | 663,413 |
| Operating communities | 8,851,919 | 8,220,990 |
| $9,581,482 | $9,057,578 |
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, and which are included in home sales cost of revenues, are shown in the table below (amounts in thousands):
| Three months ended January 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Land controlled for future communities | $1,471 | $2,604 |
| Operating communities | — | 5,400 |
| $1,471 | $8,004 | |
We have also recognized $13.0 million of impairment charges on land held for sale included in land sales and other cost of revenues during the three-month period ended January 31, 2023. No similar amounts were recognized in the three-month period ended January 31, 2024.
See Note 13, “Commitments and Contingencies,” for information regarding land purchase commitments.
At January 31, 2024, 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 January 31, 2024, we determined that 263 land purchase contracts, with an aggregate purchase price of $4.17 billion, on which we had made aggregate deposits totaling $423.3 million, were VIEs, and that we were not the primary beneficiary of any VIE related to our land purchase contracts. At October 31, 2023, we determined that 251 land purchase contracts, with an aggregate purchase price of $3.79 billion, on which we had made aggregate deposits totaling $421.4 million, were VIEs and that we were not the primary beneficiary of any VIE related to our land purchase contracts. However, at January 31, 2024 and October 31, 2023, certain contracts were accrued as we concluded we were economically compelled to purchase the land.
Interest incurred, capitalized, and expensed, for the periods indicated, were as follows (amounts in thousands):
| Three months ended January 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Interest capitalized, beginning of period | $190,550 | $209,468 |
| Interest incurred | 33,960 | 36,854 |
| Interest expensed to home sales cost of revenues | (23,579) | (25,080) |
| Interest expensed to land sales and other cost of revenues | (294) | (3,477) |
| Interest capitalized on investments in unconsolidated entities | (2,489) | (2,463) |
| Previously capitalized interest transferred to investments in unconsolidated entities | — | (244) |
| Previously capitalized interest on investments in unconsolidated entities transferred to inventory | 142 | 139 |
| Interest capitalized, end of period | $198,290 | $215,197 |
- Investments in Unconsolidated Entities
We have investments in various unconsolidated entities and our ownership interest in these investments ranges from 5.0% to 50%. These entities are structured as joint ventures and either: (i) develop land for the joint venture participants and for sale to outside builders (“Land Development Joint Ventures”); (ii) develop for-sale homes (“Home Building Joint Ventures”); (iii) develop luxury for-rent residential apartments and single family homes, commercial space, and a hotel (“Rental Property Joint Ventures”); or (iv) provide financing and land banking to residential builders and developers for the acquisition and development of land and home sites (“Gibraltar Joint Ventures”).
The table below provides information as of January 31, 2024, regarding active joint ventures that we are invested in, by joint venture category ($ amounts in thousands):
| LandDevelopmentJoint Ventures | Home BuildingJoint Ventures | Rental PropertyJoint Ventures | GibraltarJoint Ventures | Total | |
|---|---|---|---|---|---|
| Number of unconsolidated entities | 16 | 2 | 43 | 3 | 64 |
| Investment in unconsolidated entities (1) | $362,881 | $63,448 | $558,132 | $11,350 | $995,811 |
| Number of unconsolidated entities with funding commitments by the Company | 7 | — | 22 | 1 | 30 |
| Company’s remaining funding commitment to unconsolidated entities (2) | $170,925 | $— | $159,911 | $9,404 | $340,240 |
(1) Our total investment includes $139.9 million related to 11 unconsolidated joint venture-related variable interests in VIEs and our maximum exposure to losses related to these VIEs is approximately $373.8 million as of January 31, 2024, inclusive of our investment in these joint ventures. Our ownership interest in such unconsolidated Joint Venture VIEs ranges from 25% to 50%.
(2) Our remaining funding commitment includes approximately $131.6 million related to our unconsolidated joint venture-related variable interests in VIEs.
The table below provides information as of October 31, 2023, regarding active joint ventures that we are invested in, by joint venture category ($ amounts in thousands):
| LandDevelopmentJoint Ventures | Home BuildingJoint Ventures | Rental PropertyJoint Ventures | GibraltarJoint Ventures | Total | |
|---|---|---|---|---|---|
| Number of unconsolidated entities | 16 | 2 | 43 | 3 | 64 |
| Investment in unconsolidated entities (1) | $351,154 | $65,285 | $531,823 | $10,779 | $959,041 |
| Number of unconsolidated entities with funding commitments by the Company | 9 | — | 19 | 1 | 29 |
| Company’s remaining funding commitment to unconsolidated entities (2) | $204,438 | $— | $184,266 | $12,066 | $400,770 |
(1) Our total investment includes $121.6 million related to 11 unconsolidated joint venture-related variable interests in VIEs and our maximum exposure to losses related to these VIEs is approximately $329.3 million as of October 31, 2023, inclusive of our investment in joint ventures. Our ownership interest in such unconsolidated Joint Venture VIEs ranges from 25% to 50%.
(2) Our remaining funding commitment includes approximately $105.4 million related to our unconsolidated joint venture-related variable interests in VIEs.
Certain joint ventures in which we have investments obtained debt financing to finance a portion of their activities. The table below provides information at January 31, 2024, regarding the debt financing obtained by category ($ amounts in thousands):
| LandDevelopmentJoint Ventures | Home BuildingJoint Ventures | Rental PropertyJoint Ventures | Total | |
|---|---|---|---|---|
| Number of joint ventures with debt financing | 11 | 2 | 41 | 54 |
| Aggregate loan commitments | $590,236 | $219,650 | $3,731,195 | $4,541,081 |
| Amounts borrowed under loan commitments | $403,803 | $162,760 | $2,357,652 | $2,924,215 |
The table below provides information at October 31, 2023, regarding the debt financing obtained by category ($ amounts in thousands):
| LandDevelopmentJoint Ventures | Home BuildingJoint Ventures | Rental PropertyJoint Ventures | Total | |
|---|---|---|---|---|
| Number of joint ventures with debt financing | 12 | 2 | 42 | 56 |
| Aggregate loan commitments | $610,758 | $219,650 | $3,731,847 | $4,562,255 |
| Amounts borrowed under loan commitments | $445,506 | $135,723 | $2,152,872 | $2,734,101 |
More specific and/or recent information regarding our investments in, advances to, and future commitments to these entities is provided below.
New Joint Ventures
There were no new joint ventures entered into during the three-months ended January 31, 2024. The table below provides information on joint ventures entered into during the three-months ended January 31, 2023 ($ amounts in thousands):
| Land Development Joint Ventures | Rental Property Joint Ventures | |
|---|---|---|
| Number of unconsolidated joint ventures entered into during the period | 1 | 1 |
| Investment balance at January 31, 2023 | $8,676 | $3,215 |
Results of Operations and Intra-entity Transactions
In our first quarter of fiscal 2024 and 2023, we purchased land from unconsolidated entities, principally related to our acquisition of lots from our Land Development Joint Ventures, totaling $26.9 million and $16.7 million, respectively. Our share of income from the lots we acquired was insignificant in each period. We sold land to unconsolidated entities, which principally involved land sales to our Rental Property Joint Ventures, totaling $8.2 million in our first quarter of fiscal 2023. This amount is included in “Land sales and other revenue” on our Condensed Consolidated Statements of Operations and Comprehensive Income and was sold at our cost basis. There wereno similar land sales to unconsolidated entities in our first quarter of fiscal 2024.
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 the debt of unconsolidated entities. These guarantees may include any or all of the following: (i) project completion guarantees, including any cost overruns; (ii) repayment guarantees, generally covering a percentage of the outstanding loan; (iii) carry cost guarantees, which cover costs such as interest, real estate taxes, and insurance; (iv) an environmental indemnity provided to the lender that holds the lender harmless from and against losses arising from the discharge of hazardous materials from the property and non-compliance with applicable environmental laws; and (v) indemnification of the lender from “bad boy acts” of the unconsolidated entity or its partners.
In some instances, we and our joint venture partner have provided joint and several guarantees in connection with loans to unconsolidated entities. In these situations, we generally seek to implement a reimbursement agreement with our partner that provides that neither party is responsible for more than its proportionate share or agreed upon share of the guarantee; however, we are not always successful. In addition, if the joint venture partner does not have adequate financial resources to meet its obligations under such a reimbursement agreement, we may be liable for more than our proportionate share.
We believe that, as of January 31, 2024, in the event we become legally obligated to perform under a guarantee of an obligation of an unconsolidated entity due to a triggering event, the collateral in such entity should be sufficient to repay a significant portion of the obligation. If it is not, we and our partners would need to contribute additional capital to the venture.
Information with respect to certain of the Company’s unconsolidated entities’ outstanding debt obligations, loan commitments and our guarantees thereon are as follows ($ amounts in thousands):
| January 31, 2024 | October 31, 2023 | |
|---|---|---|
| Loan commitments in the aggregate | $3,341,700 | $3,341,700 |
| Our maximum estimated exposure under repayment and carry cost guarantees if the full amount of the debt obligations were borrowed (1) | $688,000 | $688,000 |
| Debt obligations borrowed in the aggregate | $1,871,600 | $1,643,600 |
| Our maximum estimated exposure under repayment and carry cost guarantees of the debt obligations borrowed | $571,700 | $544,100 |
| Estimated fair value of guarantees provided by us related to debt and other obligations | $19,500 | $19,500 |
| Terms of guarantees | 2 months - 3.8 years | 1 month -4.0 years |
(1) At January 31, 2024 and October 31, 2023, our maximum estimated exposure under repayment and carry cost guarantees includes approximately $102.3 million related to our unconsolidated Joint Venture VIEs.
.
The maximum exposure estimates presented above do not take into account any recoveries from the underlying collateral or any reimbursement from our partners, nor do they include any potential exposures related to project completion guarantees or the indemnities noted above, which are not estimable. We have not made payments under any of the outstanding guarantees, nor have we been called upon to do so.
Variable Interest Entities
We have both unconsolidated and consolidated joint venture-related variable interests in VIEs. Information regarding our involvement in unconsolidated joint-venture related variable interests in VIEs has been disclosed throughout information presented above.
The table below provides information as of January 31, 2024 and October 31, 2023, regarding our consolidated joint venture-related variable interests in VIEs ($ amounts in thousands):
| Balance Sheet Classification | January 31,2024 | October 31,2023 | |
|---|---|---|---|
| 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 and Investments in unconsolidated entities | $93,000 | $89,600 |
| Our partners’ interests in consolidated VIEs | Noncontrolling interest | $10,300 | $10,200 |
Our ownership interest in the above consolidated Joint Venture VIEs ranges from 82% to 98%.
As shown above, we are the primary beneficiary of certain VIEs due to our controlling financial interest in such ventures as we have the power to direct the activities that most significantly impact the joint ventures’ performance and the obligation to absorb expected losses or receive benefits from the joint ventures. The assets of these VIEs can only be used to settle the obligations of the VIEs. In addition, in certain of the joint ventures, in the event additional contributions are required to be funded to the joint ventures prior to the admission of any additional investor at a future date, we will fund 100% of such contributions, including our partner’s pro rata share, which we expect would be funded through an interest-bearing loan. For other VIEs, we are not the primary beneficiary because the power to direct the activities of such VIEs that most significantly impact their performance was either shared by us and such VIE’s other partners or such activities were controlled by our partner. For VIEs where the power to direct significant activities is shared, business plans, budgets, and other major decisions are required to be unanimously approved by all partners. Management and other fees earned by us are nominal and believed to be at market rates, and there is no significant economic disproportionality between us and other partners.
Joint Venture Condensed Combined Financial Information
The Condensed Combined Balance Sheets, as of the dates indicated, and the Condensed Combined Statements of Operations, for the periods indicated, for the unconsolidated entities in which we have an investment are included below (in thousands):
Condensed Combined Balance Sheets:
| January 31,2024 | October 31,2023 | |
|---|---|---|
| Cash and cash equivalents | $158,875 | $161,274 |
| Inventory | 1,430,178 | 1,425,145 |
| Loans receivable – net | 16,567 | 17,024 |
| Rental properties | 2,234,035 | 1,907,604 |
| Rental properties under development | 1,714,685 | 1,804,664 |
| Other assets | 422,036 | 385,197 |
| Total assets | $5,976,376 | $5,700,908 |
| Debt – net of deferred financing costs | $2,903,724 | $2,711,986 |
| Other liabilities | 511,857 | 498,866 |
| Partners’ equity | 2,560,795 | 2,490,056 |
| Total liabilities and equity | $5,976,376 | $5,700,908 |
| Company’s net investment in unconsolidated entities (1) | $995,811 | $959,041 |
(1) Our underlying equity in the net assets of the unconsolidated entities was less than our net investment in unconsolidated entities by $57.7 million and $40.9 million as of January 31, 2024 and October 31, 2023, respectively, and these differences are primarily a result of interest capitalized on our investments; the estimated fair value of the guarantees provided to the joint ventures; distributions from entities in excess of the carrying amount of our net investment; unrealized gains on our retained joint venture interests; other than temporary impairments we have recognized; and gains recognized from the sale of our ownership interests.
Condensed Combined Statements of Operations:
| Three months ended January 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Revenues | $157,195 | $109,270 |
| Cost of revenues | 85,282 | 59,353 |
| Other expenses | 67,323 | 63,074 |
| Total expenses | 152,605 | 122,427 |
| Income (loss) from operations | 4,590 | (13,157) |
| Other loss | (1,961) | (1,356) |
| Income (loss) before income taxes | 2,629 | (14,513) |
| Income tax benefit | (280) | (18) |
| Net income (loss) | 2,909 | (14,495) |
| Company’s loss from unconsolidated entities (2) | $(9,172) | $(4,433) |
(2) Differences between our loss from unconsolidated entities and our percentage interest in the underlying net income (loss) of the entities are generally a result of distributions from entities in excess of the carrying amount of our investment; promote earned on the gains recognized by joint ventures and those promoted cash flows being distributed; other than temporary impairments we have recognized; recoveries of previously incurred charges; unrealized gains on our retained joint venture interests; gains recognized from the sale of our investment to our joint venture partner; our share of the entities’ profits related to home sites purchased by us which reduces our cost basis of the home sites acquired; and amortization of other basis differences.
- Receivables, Prepaid Expenses, and Other Assets
Receivables, prepaid expenses, and other assets at January 31, 2024 and October 31, 2023, consisted of the following (amounts in thousands):
| January 31, 2024 | October 31, 2023 | |
|---|---|---|
| Expected recoveries from insurance carriers and others | $96,504 | $94,987 |
| Improvement cost receivable | 42,492 | 40,992 |
| Escrow cash held by our wholly owned captive title company | 43,507 | 44,273 |
| Properties held for rental apartment and commercial development | 241,226 | 225,261 |
| Prepaid expenses | 37,561 | 43,763 |
| Right-of-use asset | 102,868 | 102,787 |
| Derivative assets | 27,061 | 41,612 |
| Other | 110,811 | 97,581 |
| $702,030 | $691,256 |
- Loans Payable, Senior Notes, and Mortgage Company Loan Facility
Loans Payable
At January 31, 2024 and October 31, 2023, loans payable consisted of the following (amounts in thousands):
| January 31,2024 | October 31,2023 | |
|---|---|---|
| Senior unsecured term loan | $650,000 | $650,000 |
| Loans payable – other | 417,038 | 517,378 |
| Deferred issuance costs | (2,889) | (3,154) |
| $1,064,149 | $1,164,224 |
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 of which $487.5 million matures February 14, 2028, $60.9 million matures on November 1, 2026 and the remaining $101.6 million matures on November 1, 2025. There areno payments required before these stated maturity dates. At January 31, 2024, the interest rate on the Term Loan Facility was 6.21% per annum. Toll Brothers, Inc. and substantially all of its 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. The interest rate swaps effectively fix the interest cost on the $400.0 million at 0.369% plus the spread set forth in the pricing schedule in the Term Loan Facility through October 2025. The spread at January 31, 2024 was 0.90%. These interest rate swaps were designated as cash flow hedges.
Revolving Credit Facility
At January 31, 2024, we had a $1.905 billion senior unsecured revolving credit facility (the “Revolving Credit Facility”) with a syndicate of banks that is scheduled to mature on February 14, 2028. The Revolving Credit Facility provides us with a committed borrowing capacity of $1.905 billion, which we have the ability to increase up to $3.00 billion with the consent of lenders. Toll Brothers, Inc. and substantially all of its 100%-owned home building subsidiaries are guarantors of the borrower’s obligations under the Revolving Credit Facility.
Under the terms of the Revolving Credit Facility, at January 31, 2024, our maximum leverage ratio, as defined, was not permitted to exceed 1.75 to 1.00, and we were required to maintain a minimum tangible net worth, as defined, of no less than approximately $4.07 billion. Under the terms of the Revolving Credit Facility, at January 31, 2024, our leverage ratio was approximately 0.32 to 1.00, and our tangible net worth was approximately $6.97 billion. Based upon the terms of the Revolving Credit Facility, our ability to repurchase our common stock was limited to approximately $3.85 billion as of January 31, 2024. In addition, under the provisions of the Revolving Credit Facility, our ability to pay cash dividends was limited to approximately $2.89 billion as of January 31, 2024.
At January 31, 2024, we hadno outstanding borrowings under the Revolving Credit Facility and had approximately $146.1 million of outstanding letters of credit that were issued under the Revolving Credit Facility. At January 31, 2024, the interest rate on outstanding borrowings under the Revolving Credit Facility would have been 6.51% per annum.
Loans Payable – Other
“Loans payable – other” primarily represents purchase money mortgages on properties we acquired that the seller had financed, project-level financing, and various revenue bonds that were issued by government entities on our behalf to finance community infrastructure and our manufacturing facilities. At January 31, 2024, the weighted-average interest rate on “Loans payable – other” was 5.38% per annum.
Senior Notes
At January 31, 2024, we hadfour issues of senior notes outstanding with an aggregate principal amount of $1.60 billion.
Mortgage Company Loan Facilities
Toll Brothers Mortgage Company (“TBMC”), our wholly owned mortgage subsidiary, had a mortgage warehousing agreement (the “Warehousing Agreement”) with a bank, which was amended from time to time, to finance the origination of mortgage loans by TBMC. The Warehousing Agreement was accounted for as a secured borrowing under ASC 860, “Transfers and Servicing.” The Warehousing Agreement provided for loan purchases up to $75.0 million, subject to certain sublimits. In addition, the Warehousing Agreement provided for an accordion feature under which TBMC could 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. Borrowings under the Warehousing Agreement bore interest at BSBY plus 1.75% per annum (with a BSBY floor of 0.50%). The Warehousing Agreement was terminated in January 2024.
On December 5, 2023, TBMC executed a new Warehousing Agreement (“New Warehousing Agreement”) with a bank which provides for loan purchases up to $75.0 million, subject to certain sublimits. In addition, the New Warehousing Agreement, provides for an accordion feature under which TBMC may request that the aggregate commitments under the New Warehousing Agreement be increased to an amount up to $150.0 million for a short period of time. The New Warehousing Agreement was accounted for as a secured borrowing under ASC 860, “Transfers and Servicing.” TMBC is also subject to an under usage fee based on outstanding balances, as defined in the New Warehousing Agreement. The New Warehousing Agreement is set to expire on December 3, 2024 and bears interest at SOFR plus 1.75% per annum (with a SOFR floor of 2.50%). At January 31, 2024, the interest rate on the New Warehousing Agreement was 7.10% per annum.
- Accrued Expenses
Accrued expenses at January 31, 2024 and October 31, 2023 consisted of the following (amounts in thousands):
| January 31,2024 | October 31,2023 | |
|---|---|---|
| Land, land development, and construction | $529,185 | $555,146 |
| Compensation and employee benefits | 159,617 | 212,684 |
| Escrow liability associated with our wholly owned captive title company | 41,905 | 42,451 |
| Self-insurance | 231,574 | 230,688 |
| Warranty | 202,920 | 206,171 |
| Lease liabilities | 123,414 | 123,866 |
| Deferred income | 54,776 | 52,907 |
| Interest | 31,302 | 30,044 |
| Commitments to unconsolidated entities | 32,099 | 29,212 |
| Other | 56,754 | 65,612 |
| $1,463,546 | $1,548,781 |
The table below provides, for the periods indicated, a reconciliation of the changes in our warranty accrual (amounts in thousands):
| Three months ended January 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Balance, beginning of period | $206,171 | $164,409 |
| Additions – homes closed during the period | 5,822 | 7,186 |
| Change in accruals for homes closed in prior years – net | 2,801 | 2,096 |
| Charges incurred | (11,874) | (16,796) |
| Balance, end of period | $202,920 | $156,895 |
Since fiscal 2014, we have received water intrusion claims from owners of homes built since 2002 in communities located in Pennsylvania and Delaware (which are in our North region). Our recorded estimated repair costs to resolve these claims were approximately $40.7 million at January 31, 2024 and $41.1 million at October 31, 2023. 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. 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. However, based on the facts and circumstances currently known, we do not believe that any such differences would be material.
- Income Taxes
We recorded income tax provisions of $71.6 million and $62.3 million for the three months ended January 31, 2024 and 2023, respectively. The effective tax rate was 23.0% for the three months ended January 31, 2024, compared to 24.5% for the three months ended January 31, 2023. 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 2024 will be approximately 5.8%. Our state income tax rate for the full fiscal year 2023 was 6.2%.
At January 31, 2024, we had $11.1 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.
- Stock-Based Benefit Plans
We grant various types of restricted stock units to our employees and our non-employee directors. We also granted stock options to certain of our employees and non-employee directors through fiscal year 2023. Additionally, we have an employee stock purchase plan that allows employees to purchase our stock at a discount. Information regarding the amount of total stock-based compensation expense and tax benefit recognized by us, for the periods indicated, is as follows (amounts in thousands):
| Three months ended January 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Total stock-based compensation expense recognized | $18,250 | $14,384 |
| Income tax benefit recognized | $4,210 | $3,638 |
At January 31, 2024 and October 31, 2023, the aggregate unamortized value of unvested stock-based compensation awards was approximately $33.5 million and $23.2 million, respectively.
- 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. On December 13, 2023, our Board of Directors renewed its authorization to repurchase 20 million shares of our common stock. Shares may be repurchased for general corporate purposes, including to obtain shares for the Company’s equity awards and other employee benefit plans. This authorization terminated, effective December 13, 2023, the existing authorization that had been in effect since May 17, 2022. 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 January 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Number of shares purchased (in thousands) | 1 | 187 |
| Average price per share (1) | $88.70 | $49.95 |
| Remaining authorization at January 31 (in thousands) | 20,000 | 14,389 |
(1) Average price per share includes costs associated with the purchases, including the excise tax accrued on our share repurchases as a result of the Inflation Reduction Act of 2022, as applicable.
Cash Dividends
During the three months ended January 31, 2024 and 2023, we declared and paid cash dividends of $0.21 and $0.20 per share, respectively, to our shareholders.
Accumulated Other Comprehensive Income
The changes in each component of accumulated other comprehensive income (“AOCI”), for the periods indicated, were as follows (amounts in thousands):
| Three months ended January 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Employee Retirement Plans | ||
| Beginning balance | $3,080 | $2,475 |
| (Gains) losses reclassified from AOCI to net income (1) | (113) | 23 |
| Less: Tax expense (benefit) (2) | 29 | (6) |
| Net (gains) losses reclassified from AOCI to net income | (84) | 17 |
| Other comprehensive (loss) income – net of tax | (84) | 17 |
| Ending balance | $2,996 | $2,492 |
| Derivative Instruments | ||
| Beginning balance | $37,830 | $35,143 |
| Losses on derivative instruments | (3,568) | (4,297) |
| Less: Tax benefit | 905 | 1,086 |
| Net losses on derivative instruments | (2,663) | (3,211) |
| Gains reclassified from AOCI to net income (3) | (1,543) | (362) |
| Less: Tax expense (2) | 392 | 92 |
| Net gains reclassified from AOCI to net income | (1,151) | (270) |
| Other comprehensive loss – net of tax | (3,814) | (3,481) |
| Ending balance | $34,016 | $31,662 |
| Total AOCI ending balance | $37,012 | $34,154 |
(1) Reclassified to “Other income – net”
(2) Reclassified to “Income tax provision”
(3) Reclassified to “Cost of revenues – home sales”
- Earnings per Share Information
The table below provides, for the periods indicated, information pertaining to the calculation of earnings per share, common stock equivalents, weighted-average number of antidilutive options, and shares issued (amounts in thousands):
| Three months ended January 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Numerator: | ||
| Net income as reported | $239,558 | $191,530 |
| Denominator: | ||
| Basic weighted-average shares | 105,122 | 111,397 |
| Common stock equivalents (1) | 1,143 | 939 |
| Diluted weighted-average shares | 106,265 | 112,336 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.