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Quotes & Info
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| TOL > SEC Filings for TOL > Form 10-Q on 7-Mar-2013 | All Recent SEC Filings |
7-Mar-2013
Quarterly Report
We continue to believe that many of our communities are in desirable locations
that are difficult to replace and in markets where approvals have been
increasingly difficult to achieve. We believe that many of these communities
have substantial embedded value that may be realized in the future as the
housing recovery strengthens.
Competitive Landscape
Based on our experience during prior downturns in the housing industry, we
believe that attractive land acquisition opportunities arise in difficult times
for those builders that have the financial strength to take advantage of them.
In the current environment, we believe our strong balance sheet, liquidity,
access to capital, broad geographic presence, diversified product line,
experienced personnel and national brand name all position us well for such
opportunities now and in the future.
We believe that many of the small and mid-sized private builders that had been
our primary competitors in the luxury market are no longer in business and that
access to capital by the remaining private builders is severely constrained.
While some of these private builders may emerge with new capital, the scarcity
of attractive land is a further impediment to their competitiveness.
We believe that geographic and product diversification, access to lower-cost
capital and strong demographics benefit those builders, like us, who can control
land and persevere through the increasingly difficult regulatory approval
process; these factors favor a large publicly traded home building company with
the capital and expertise to control home sites and gain market share. We also
believe that during the recent prolonged downturn, many builders and land
developers reduced the number of home sites that were taken through the approval
process. The process continues to be difficult and lengthy, and the political
pressure from no-growth proponents continues to increase, but we believe our
expertise in taking land through the approval process and our already-approved
land positions will allow us to grow in the years to come as market conditions
improve.
Land Acquisition and Development
Because of the length of time that it takes to obtain the necessary approvals on
a property, complete the land improvements on it, and deliver a home after a
home buyer signs an agreement of sale, we are subject to many risks. In certain
cases, we attempt to reduce some of these risks by utilizing one or more of the
following methods: controlling land for future development through options (also
referred to herein as "land purchase contracts" or "option and purchase
agreements"), thus allowing the necessary governmental approvals to be obtained
before acquiring title to the land; generally commencing construction of a
detached home only after executing an agreement of sale and receiving a
substantial down payment from the buyer; and using subcontractors to perform
home construction and land development work on a fixed-price basis.
Based on our belief that the housing market has begun to recover, the increased
attractiveness of land available for purchase and the revival of demand in
certain areas, we have begun to increase our land positions. During fiscal 2012
and the three-month period ended January 31, 2013, we acquired control of
approximately 6,100 home sites (net of options terminated) and 4,100 home sites
(net of options terminated), respectively. At January 31, 2013, we controlled
approximately 43,700 home sites of which we owned approximately 33,500. Of these
33,500 home sites, significant improvements were completed on approximately
12,000. At January 31, 2013 and 2012, we were selling from 225 and 228
communities, respectively. At October 31, 2012, we were selling from 224
communities, compared to 215 communities at October 31, 2011. During the
three-month period ended January 31, 2013, we opened 12 new communities for sale
and sold out of 11 communities.
We expect to open approximately 70 communities for sale in the nine-month period
ending October 31, 2013. We expect to be selling from 225 to 255 communities at
October 31, 2013. At January 31, 2013, we had 45 communities that were
temporarily closed due to market conditions and 34 communities for which we had
acquired the land but have temporarily decided not to open.
Diversification
Based on our experience, our land acquisition/development, and construction
expertise and our financial and marketing strength, we acquired control of a
number of land parcels for for-rent apartment projects, including two student
housing sites, totaling approximately 4,900 units. These projects, which are
located in the metro Boston to Washington, D.C. corridor and which we are
currently developing or expect to develop in partnership structures over the
next several years, should start generating revenues beginning in 2015. A number
of these sites had been acquired by us as part of a larger purchase or were
originally acquired to develop as for-sale homes. Of the 4,900 units, 800 are
owned by joint ventures in which we have a 50% interest; approximately 1,450 are
owned by us; 1,850 of them are under contract; and 800 of them are under letters
of intent. We currently own through Toll Brothers Realty Trust and Toll Brothers
Realty Trust II interests in approximately 1,500 apartment units in the
Washington, D.C. area and Princeton Junction, NJ.
Availability of Customer Mortgage Financing
We maintain relationships with a widely diversified group of mortgage financial
institutions, many of which are among the largest and, we believe, most reliable
in the industry. We believe that regional and community banks continue to
recognize the long-term value in creating relationships with high-quality,
affluent customers such as our home buyers, and these banks continue to provide
such customers with financing.
We believe that our home buyers generally are, and should continue to be, better
able to secure mortgages due to their typically lower loan-to-value ratios and
attractive credit profiles as compared to the average home buyer. Nevertheless,
in recent years, tightened credit standards have shrunk the pool of potential
home buyers and hindered accessibility of or eliminated certain loan products
previously available to our home buyers. Our home buyers continue to face
stricter mortgage underwriting guidelines, higher down payment requirements and
narrower appraisal guidelines than in the past. In addition, some of our home
buyers continue to find it more difficult to sell their existing homes as
prospective buyers of their homes may face difficulties obtaining a mortgage. In
addition, other potential buyers may have little or negative equity in their
existing homes and may not be able or willing to purchase a larger or more
expensive home.
While the range of mortgage products available to a potential home buyer is not
what it was in the period 2005 through 2007, we have seen improvements over the
past two years. Indications from industry participants, including commercial
banks, mortgage banks, mortgage real estate investment trusts and mortgage
insurance companies are that availability, parameters and pricing of jumbo loans
are all improving. We believe that improvement should not only enhance financing
alternatives for existing jumbo buyers, but also help to offset the reduction in
Fannie Mae/Freddie Mac-eligible loan amounts in some markets. Based on the
mortgages provided by our mortgage subsidiary, we do not expect the change in
the Fannie Mae/Freddie Mac-eligible loan amounts to have a significant impact on
our business.
There has been significant media attention given to mortgage put-backs, a
practice by which a buyer of a mortgage loan tries to recoup losses from the
loan originator. We do not believe this is a material issue for our mortgage
subsidiary. Of the approximately 16,042 loans sold by our mortgage subsidiary
since November 1, 2004, only 39 have been the subject of either actual
indemnification payments or take-backs or contingent liability loss provisions
related thereto. We believe that this is due to (i) our typical home buyer's
financial position and sophistication; (ii) on average, our home buyers who use
mortgage financing to purchase a home pay approximately 30% of the purchase
price in cash; (iii) our general practice of not originating certain loan types
such as option adjustable rate mortgages and down payment assistance products,
and our origination of few sub-prime and high loan-to-value/no documentation
loans; (iv) our elimination of "early payment default" provisions from each of
our agreements with our mortgage investors several years ago; and (v) the
quality of our controls, processes and personnel in our mortgage subsidiary.
The Dodd-Frank Wall Street Reform and Consumer Protection Act provides for a
number of new requirements relating to residential mortgage lending practices,
many of which are subject to further potential rulemaking. These include, among
others, minimum standards for mortgages and related lender practices, the
definitions and parameters of a Qualified Mortgage and a Qualified Residential
Mortgage, future risk retention requirements, limitations on certain fees,
prohibition of certain tying arrangements and remedies for borrowers in
foreclosure proceedings in the event that a lender violates fee limitations or
minimum standards. The ultimate effect of such provisions on lending
institutions, including our mortgage subsidiary, will depend on the rules that
are ultimately promulgated.
Gibraltar
We look for distressed real estate opportunities through our Gibraltar Capital
and Asset Management LLC ("Gibraltar") wholly-owned subsidiary. Gibraltar
selectively reviews a steady flow of new opportunities, including bank
portfolios and other distressed real estate investments.
During the three-month period ended January 31, 2013, Gibraltar acquired three
loans directly and invested in a loan participation for an aggregate purchase
price of approximately $16.1 million. The loans are secured by retail shopping
centers, residential land and golf courses located in seven states.
At January 31, 2013, Gibraltar had investments in distressed loans of
approximately $42.8 million, investments in foreclosed real estate of $68.8
million and an investment in a structured asset joint venture of $37.5 million.
At January 31, 2013, Gibraltar directly owned, or through loan participations
held interests in, 102 loans and properties with a net unpaid principal of the
loans or estimated fair value of the properties of approximately $160.1 million.
During the three-month periods ended January 31, 2013 and 2012, we recognized
income of $2.1 million and $1.7 million from the Gibraltar operations,
respectively, including its equity in the earnings from its investment in a
structured asset joint venture.
CONTRACTS AND BACKLOG
The aggregate value of net contracts signed increased $169.7 million or 38.2% in
the three-month period ended January 31, 2013, as compared to the three-month
period ended January 31, 2012. The value of net contracts signed was $614.4
million (973 homes) and $444.7 million (652 homes) in the three-month periods
ended January 31, 2013 and 2012, respectively. The increase in the aggregate
value of net contracts signed in the fiscal 2013 period, as compared to the
fiscal 2012 period was the result of a 49.2% increase in the number of net
contracts signed, offset, in part, by a 7.4% decrease in the average value of
each contract signed. The increase in the number of net contracts signed was
primarily due to an increase in demand for our homes in the fiscal 2013 period,
as compared to the fiscal 2012 period. The decrease in the average value of each
contract signed was due primarily to the sales contracts signed at one of our
luxury high-rise developments in the metro-New York market in fiscal 2012 which
averaged approximately $4.1 million each, offset, in part, by, increased prices
and/or reduced incentives given on new contracts signed in the fiscal 2013
period and a change in mix to more expensive product and/or areas in the fiscal
2013 period.
In the three-month period ended January 31, 2013, home buyers canceled
$45.3 million (64 homes) of signed contracts, representing 6.9% of the gross
value of contracts signed and 6.2% of the gross number of contracts signed. In
the three-month period ended January 31, 2012, home buyers canceled
$25.6 million (43 homes) of signed contracts, representing 5.4% of the gross
value of contracts signed and 6.2% of the gross number of contracts signed.
Backlog consists of homes under contract but not yet delivered to our home
buyers. The value of our backlog at January 31, 2013 of $1.86 billion (2,796
homes) increased 66.4%, as compared to our backlog at January 31, 2012 of $1.12
billion (1,784 homes). Our backlog at October 31, 2012 and 2011 was
$1.67 billion (2,569 homes) and $981.1 million (1,667 homes), respectively. The
increase in the value of backlog at January 31, 2013, as compared to the backlog
at January 31, 2012, was primarily attributable to the increase in the aggregate
value of net contracts signed in the three-month period ended January 31, 2013,
as compared to the three-month period ended January 31, 2012, and the higher
backlog at October 31, 2012, as compared to the backlog at October 31, 2011,
offset, in part, by the increase in the aggregate value of our deliveries in the
three-month period of fiscal 2013, as compared to the aggregate value of
deliveries in the three-month period of fiscal 2012.
For more information regarding revenues, net contracts signed and backlog by
geographic segment, see "Geographic Segments" in this MD&A.
CRITICAL ACCOUNTING POLICIES
As disclosed in our annual report on Form 10-K for the fiscal year ended October
31, 2012, our most critical accounting policies relate to inventory, income
taxes-valuation allowances and revenue and cost recognition. Since October 31,
2012, there have been no significant changes to those critical accounting
policies.
OFF-BALANCE SHEET ARRANGEMENTS
We have investments in and advances to various unconsolidated entities. At
January 31, 2013, we had investments in and advances to these entities, net of
impairment charges recognized, of $321.9 million, and were committed to invest
or advance $91.9 million to these entities if they require additional funding.
In addition, we have guaranteed approximately $11.9 million of joint venture
liabilities, including $9.8 million of payments under a ground lease for one of
the joint ventures. Our investments in these entities are accounted for using
the equity method of accounting. For more information regarding these joint
ventures, see Note 3, "Investments in and Advances to Unconsolidated Entities"
in the Notes to Condensed Consolidated Financial Statements in this Form 10-Q.
The trends, uncertainties or other factors that have negatively impacted our
business and the industry in general have also impacted the unconsolidated
entities in which we have investments. We review each of our investments on a
quarterly basis for indicators of impairment. A series of operating losses of an
investee, the inability to recover our invested capital, or other factors may
indicate that a loss in value of our investment in the unconsolidated entity has
occurred. If a loss exists, we further review to determine if the loss is other
than temporary, in which case we write down the investment to its fair value.
The evaluation of our investment in unconsolidated entities entails a detailed
cash flow analysis using many estimates including but not limited to expected
sales pace, expected sales prices, expected incentives, costs incurred and
anticipated, sufficiency of financing and capital, competition, market
conditions and anticipated cash receipts, in order to determine projected future
distributions. Each of the unconsolidated entities evaluates its inventory in a
similar manner as we do. See "Critical Accounting Policies - Inventory"
contained in the MD&A in our Annual Report on Form 10-K for the year ended
October 31, 2012 for more detailed disclosure on our evaluation of inventory. If
a valuation adjustment is recorded by an unconsolidated entity related to its
assets, our proportionate share is reflected in income (loss) from
unconsolidated entities with a corresponding decrease to our investment in
unconsolidated entities. Based upon our evaluation of the fair value of our
investments in unconsolidated entities, we determined that no impairments of our
investments occurred in the three-month periods ended January 31, 2013 and 2012.
RESULTS OF OPERATIONS
The following table sets forth, for the three-month periods ended January 31,
2013 and 2012, a comparison of certain items in the condensed consolidated
statements of operations ($ amounts in millions):
Three months ended January 31,
2013 2012
$ %* $ %*
Revenues 424.6 322.0
Cost of revenues 345.9 81.5 271.6 84.4
Selling, general and administrative 78.0 18.4 69.6 21.6
424.0 99.9 341.2 106.0
Income (loss) from operations 0.6 (19.3 )
Other
Income from unconsolidated entities 3.1 6.7
Other income - net 4.6 6.2
Income (loss) before income taxes 8.3 (6.4 )
Income tax provision (benefit) 3.9 (3.6 )
Net income (loss) 4.4 (2.8 )
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* Percent of revenues
Note: Due to rounding, amounts may not add.
REVENUES AND COST OF REVENUES
Revenues for the three months ended January 31, 2013 were higher than those for
the comparable period of fiscal 2012 by approximately $102.6 million, or 31.9%.
This increase was primarily attributable to an increase in the number of homes
delivered. In the fiscal 2013 period, we delivered 746 homes with a value of
$424.6 million, as compared to 564 homes in the fiscal 2012 period with a value
of $322.0 million. The increase in the number of homes delivered in the
three-month period ended January 31, 2013, as compared to the fiscal 2012
period, was primarily due to the higher number of homes in backlog at the
beginning of fiscal 2013, as compared to the beginning of fiscal 2012.
Cost of revenues as a percentage of revenues was 81.5% in the three-month period
ended January 31, 2013 , as compared to 84.4% in the three-month period ended
January 31, 2012. In the three-month periods ended January 31, 2013 and 2012, we
recognized inventory impairment charges and write-offs of $0.7 million and $8.1
million, respectively. Cost of revenues as a percentage of revenues, excluding
impairments, was 81.3% of revenues in the three-month period ended January 31,
2013, as compared to 81.8% in the fiscal 2012 period. The decrease in cost of
revenues, excluding inventory impairment charges, as a percentage of revenue in
the fiscal 2013 period, as compared to the fiscal 2012 period, was due primarily
to lower interest costs in the fiscal 2013 period, as compared to the fiscal
2012 period. During the fiscal 2013 period, the cost of land, land improvements,
materials and labor increased as a percentage of revenues by approximately 0.8%,
as compared to the fiscal 2012 period due in part to a change in the mix of
product delivered in the fiscal 2013 period; these increases were offset by
improved absorption of job overhead and closing costs due to the increased
number of homes closed in the fiscal 2013 period, as compared to the fiscal 2012
period. In the three-month periods ended January 31, 2013 and 2012, interest
cost as a percentage of revenues was 4.7% and 5.1%, respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ("SG&A")
SG&A increased by $8.4 million in the three-month period ended January 31, 2013,
as compared to the three-month period ended January 31, 2012. As a percentage of
revenues, SG&A was 18.4% in the fiscal 2013 period, as compared to 21.6% in the
fiscal 2012 period. The decline in SG&A as a percentage of revenues was due to
SG&A increasing by 12.1% while revenues increased 31.9%. The increase in SG&A
costs was due primarily to increased compensation costs and increased sales and
marketing costs. The increased costs were due primarily to the increase in net
sales contracts taken and the number of homes delivered in the fiscal 2013
period, as compared to the fiscal 2012 period, and the increased number of
communities we were in the process of preparing to open in fiscal 2013, as
compared to the fiscal 2012 period.
INCOME FROM UNCONSOLIDATED ENTITIES
We are a participant in several joint ventures. We recognize our proportionate
share of the earnings and losses from these entities. Many of our joint ventures
are land development projects or high-rise/mid-rise construction projects and do
not generate revenues and earnings for a number of years during the development
of the property. Once development is complete, these joint ventures will
generally, over a relatively short period of time, generate revenues and
earnings until all assets of the entity are sold. Because there is not a steady
flow of revenues and earnings from these entities, the earnings recognized from
these entities will vary significantly from quarter-to-quarter and year-to-year.
In the three-month period ended January 31, 2013, we recognized $3.1 million of
income from unconsolidated entities, as compared to $6.7 million in the
comparable period of fiscal 2012. The $3.6 million decrease in income from
unconsolidated entities in the fiscal 2013 period, as compared to the fiscal
2012 period, was due principally to lower income in the fiscal 2013 period, as
compared to the fiscal 2012 period, generated from one of our development joint
ventures and two condominium joint ventures due to their substantial completion
in the fiscal 2012 period, offset, in part, by higher income realized from
Gibraltar's structured asset joint venture in the fiscal 2013 period, as
compared to the fiscal 2012 period.
OTHER INCOME - NET
Other income - net includes the gains and losses from our ancillary businesses,
interest income, management fee income, retained customer deposits,
income/losses on land sales and other miscellaneous items.
For the three months ended January 31, 2013 and 2012, other income was $4.6
million and $6.2 million, respectively. The decrease in other income - net in
the three-month period ended January 31, 2013, as compared to the fiscal 2012
period, was primarily due to a decrease in income from our Gibraltar operations
and lower management fee income in the fiscal 2013 period, as compared to the
fiscal 2012 period, offset, in part, by higher interest and rental income in the
fiscal 2013 period, as compared to the fiscal 2012 period.
INCOME (LOSS) BEFORE INCOME TAXES
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