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Supplemental Guarantor Information | 3 Months Ended
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Jan. 31, 2019
Supplemental Guarantor Information [Abstract] |
Supplemental Guarantor Information [Text Block] | Supplemental Guarantor Information At January 31, 2019, our 100%-owned subsidiary, Toll Brothers Finance Corp. (the “Subsidiary Issuer”), has issued the following outstanding Senior Notes (amounts in thousands):
|  | Original amount issued and amount outstanding
6.75% Senior Notes due November 1, 2019 |  | $ | 250,000 |
5.875% Senior Notes due February 15, 2022 |  | $ | 419,876 |
4.375% Senior Notes due April 15, 2023 |  | $ | 400,000 |
5.625% Senior Notes due January 15, 2024 |  | $ | 250,000 |
4.875% Senior Notes due November 15, 2025 |  | $ | 350,000 |
4.875% Senior Notes due March 15, 2027 |  | $ | 450,000 |
4.350% Senior Notes due February 15, 2028 |  | $ | 400,000 |
The obligations of the Subsidiary Issuer to pay principal, premiums, if any, and interest are guaranteed jointly and severally on a senior basis by us and substantially all of our 100%-owned home building subsidiaries (the “Guarantor Subsidiaries”). The guarantees are full and unconditional. Our non-home building subsidiaries and several of our home building subsidiaries (together, the “Nonguarantor Subsidiaries”) do not guarantee these 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 from the above-described debt issuances. The indentures under which the Senior Notes were issued provide that any of our subsidiaries that provide a guarantee of our obligations under the 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 our and our subsidiaries’ home building business; and (v) the Guarantor Subsidiary is released from its guaranty under the Credit Facility. If there are no guarantors under the Credit Facility, all Guarantor Subsidiaries under the indentures will be released from their guarantees. Separate financial statements and other disclosures concerning the Guarantor Subsidiaries are not presented because management has determined that such disclosures would not be material to investors. Supplemental consolidating financial information of Toll Brothers, Inc., the Subsidiary Issuer, the Guarantor Subsidiaries, the Nonguarantor Subsidiaries, and the eliminations to arrive at Toll Brothers, Inc. on a consolidated basis is presented below ($ amounts in thousands). Condensed Consolidating Balance Sheet at January 31, 2019:
| Toll Brothers, Inc. |  | Subsidiary Issuer |  | Guarantor Subsidiaries |  | Nonguarantor Subsidiaries |  | Eliminations |  | Consolidated
ASSETS |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents | — |  |  | — |  |  | 624,608 |  |  | 177,126 |  |  | — |  |  | 801,734 |
Inventory |  |  |  |  | 7,620,115 |  |  | 94,528 |  |  |  |  | 7,714,643 |
Property, construction and office equipment, net |  |  |  |  | 278,238 |  |  | 16,420 |  |  |  |  | 294,658 |
Receivables, prepaid expenses and other assets | 7 |  |  |  |  |  | 280,959 |  |  | 427,713 |  |  | (99,015 | ) |  | 609,664 |
Mortgage loans held for sale |  |  |  |  |  |  | 88,840 |  |  |  |  | 88,840 |
Customer deposits held in escrow |  |  |  |  | 98,842 |  |  | 1,192 |  |  |  |  | 100,034 |
Investments in unconsolidated entities |  |  |  |  | 46,141 |  |  | 363,233 |  |  |  |  | 409,374 |
Investments in and advances to consolidated entities | 4,821,141 |  |  | 2,570,824 |  |  | 111,740 |  |  | 147,518 |  |  | (7,651,223 | ) |  | — |
Income taxes receivable | 16,907 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 16,907 |
| 4,838,055 |  |  | 2,570,824 |  |  | 9,060,643 |  |  | 1,316,570 |  |  | (7,750,238 | ) |  | 10,035,854 |
LIABILITIES AND EQUITY |  |  |  |  |  |  |  |  |  |  |
Liabilities |  |  |  |  |  |  |  |  |  |  |
Loans payable |  |  |  |  | 998,682 |  |  | 1,785 |  |  |  |  | 1,000,467 |
Senior notes |  |  | 2,511,932 |  |  |  |  |  |  |  |  | 2,511,932 |
Mortgage company loan facility |  |  |  |  |  |  | 74,135 |  |  |  |  | 74,135 |
Customer deposits |  |  |  |  | 401,283 |  |  | 5,072 |  |  |  |  | 406,355 |
Accounts payable |  |  |  |  | 301,450 |  |  | 592 |  |  |  |  | 302,042 |
Accrued expenses | 507 |  |  | 41,051 |  |  | 513,617 |  |  | 427,268 |  |  | (102,709 | ) |  | 879,734 |
Advances from consolidated entities |  |  |  |  |  | 1,136,528 |  |  | 446,420 |  |  | (1,582,948 | ) |  | — |
Total liabilities | 507 |  |  | 2,552,983 |  |  | 3,351,560 |  |  | 955,272 |  |  | (1,685,657 | ) |  | 5,174,665 |
Equity |  |  |  |  |  |  |  |  |  |  |
Stockholders’ equity |  |  |  |  |  |  |  |  |  |  |
Common stock | 1,779 |  |  |  |  | 48 |  |  | 3,006 |  |  | (3,054 | ) |  | 1,779 |
Additional paid-in capital | 717,405 |  |  | 49,400 |  |  |  |  |  | 113,734 |  |  | (163,134 | ) |  | 717,405 |
Retained earnings (deficit) | 5,257,237 |  |  | (31,559 | ) |  | 5,709,035 |  |  | 202,931 |  |  | (5,898,393 | ) |  | 5,239,251 |
Treasury stock, at cost | (1,139,623 | ) |  |  |  |  |  |  |  |  |  | (1,139,623 | )
Accumulated other comprehensive income | 750 |  |  |  |  |  |  |  |  |  |  |  |  | 750 |
Total stockholders’ equity | 4,837,548 |  |  | 17,841 |  |  | 5,709,083 |  |  | 319,671 |  |  | (6,064,581 | ) |  | 4,819,562 |
Noncontrolling interest |  |  |  |  |  |  | 41,627 |  |  |  |  | 41,627 |
Total equity | 4,837,548 |  |  | 17,841 |  |  | 5,709,083 |  |  | 361,298 |  |  | (6,064,581 | ) |  | 4,861,189 |
| 4,838,055 |  |  | 2,570,824 |  |  | 9,060,643 |  |  | 1,316,570 |  |  | (7,750,238 | ) |  | 10,035,854 |
Condensed Consolidating Balance Sheet at October 31, 2018:
| Toll Brothers, Inc. |  | Subsidiary Issuer |  | Guarantor Subsidiaries |  | Nonguarantor Subsidiaries |  | Eliminations |  | Consolidated
ASSETS |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents | — |  |  | — |  |  | 1,011,863 |  |  | 170,332 |  |  | — |  |  | 1,182,195 |
Inventory |  |  |  |  | 7,493,205 |  |  | 105,014 |  |  |  |  | 7,598,219 |
Property, construction and office equipment, net |  |  |  |  | 169,265 |  |  | 24,016 |  |  |  |  | 193,281 |
Receivables, prepaid expenses and other assets |  |  |  |  |  |  | 291,299 |  |  | 392,559 |  |  | (133,080 | ) |  | 550,778 |
Mortgage loans held for sale |  |  |  |  |  |  | 170,731 |  |  |  |  | 170,731 |
Customer deposits held in escrow |  |  |  |  | 116,332 |  |  | 1,241 |  |  |  |  | 117,573 |
Investments in unconsolidated entities |  |  |  |  | 44,329 |  |  | 387,484 |  |  |  |  | 431,813 |
Investments in and advances to consolidated entities | 4,791,629 |  |  | 2,916,557 |  |  | 91,740 |  |  | 126,872 |  |  | (7,926,798 | ) |  | — |
| 4,791,629 |  |  | 2,916,557 |  |  | 9,218,033 |  |  | 1,378,249 |  |  | (8,059,878 | ) |  | 10,244,590 |
LIABILITIES AND EQUITY |  |  |  |  |  |  |  |  |  |  |
Liabilities |  |  |  |  |  |  |  |  |  |  |
Loans payable |  |  |  |  | 686,801 |  |  |  |  |  |  |  | 686,801 |
Senior notes |  |  | 2,861,375 |  |  |  |  |  |  |  |  | 2,861,375 |
Mortgage company loan facility |  |  |  |  |  |  | 150,000 |  |  |  |  | 150,000 |
Customer deposits |  |  |  |  | 405,318 |  |  | 5,546 |  |  |  |  | 410,864 |
Accounts payable |  |  |  |  | 361,655 |  |  | 443 |  |  |  |  | 362,098 |
Accrued expenses | 471 |  |  | 37,341 |  |  | 600,907 |  |  | 462,128 |  |  | (127,266 | ) |  | 973,581 |
Advances from consolidated entities |  |  |  |  |  | 1,551,196 |  |  | 476,040 |  |  | (2,027,236 | ) |  | — |
Income taxes payable | 30,959 |  |  |  |  |  |  |  |  |  |  |  | 30,959 |
Total liabilities | 31,430 |  |  | 2,898,716 |  |  | 3,605,877 |  |  | 1,094,157 |  |  | (2,154,502 | ) |  | 5,475,678 |
Equity |  |  |  |  |  |  |  |  |  |  |
Stockholders’ equity |  |  |  |  |  |  |  |  |  |  |
Common stock | 1,779 |  |  |  |  | 48 |  |  | 3,006 |  |  | (3,054 | ) |  | 1,779 |
Additional paid-in capital | 727,053 |  |  | 49,400 |  |  |  |  |  | 93,734 |  |  | (143,134 | ) |  | 727,053 |
Retained earnings (deficit) | 5,161,551 |  |  | (31,559 | ) |  | 5,612,108 |  |  | 178,639 |  |  | (5,759,188 | ) |  | 5,161,551 |
Treasury stock, at cost | (1,130,878 | ) |  |  |  |  |  |  |  |  |  | (1,130,878 | )
Accumulated other comprehensive income | 694 |  |  |  |  |  |  |  |  |  |  |  |  | 694 |
Total stockholders’ equity | 4,760,199 |  |  | 17,841 |  |  | 5,612,156 |  |  | 275,379 |  |  | (5,905,376 | ) |  | 4,760,199 |
Noncontrolling interest |  |  |  |  |  |  | 8,713 |  |  |  |  | 8,713 |
Total equity | 4,760,199 |  |  | 17,841 |  |  | 5,612,156 |  |  | 284,092 |  |  | (5,905,376 | ) |  | 4,768,912 |
| 4,791,629 |  |  | 2,916,557 |  |  | 9,218,033 |  |  | 1,378,249 |  |  | (8,059,878 | ) |  | 10,244,590 |
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three months ended January 31, 2019:
| Toll Brothers, Inc. |  | Subsidiary Issuer |  | Guarantor Subsidiaries |  | Nonguarantor Subsidiaries |  | Eliminations |  | Consolidated
Revenues: |  |  |  |  |  |  |  |  |  |  |
Home sales |  |  |  |  | 1,292,196 |  |  | 27,112 |  |  |  |  | 1,319,308 |
Land sales and other |  |  |  |  | 15,333 |  |  | 73,315 |  |  | (44,775 | ) |  | 43,873 |
| — |  |  | — |  |  | 1,307,529 |  |  | 100,427 |  |  | (44,775 | ) |  | 1,363,181 |
Cost of revenues: |  |  |  |  |  |  |  |  |  |  |
Home sales |  |  |  |  | 1,020,895 |  |  | 21,350 |  |  |  |  |  | 1,042,245 |
Land sales and other |  |  |  |  |  |  | 4,138 |  |  | 45,891 |  |  | (15,776 | ) |  | 34,253 |
| — |  |  | — |  |  | 1,025,033 |  |  | 67,241 |  |  | (15,776 | ) |  | 1,076,498 |
Selling, general and administrative | 390 |  |  | 733 |  |  | 169,917 |  |  | 18,753 |  |  | (27,555 | ) |  | 162,238 |
Income (loss) from operations | (390 | ) |  | (733 | ) |  | 112,579 |  |  | 14,433 |  |  | (1,444 | ) |  | 124,445 |
Other: |  |  |  |  |  |  |  |  |  |  |
Income from unconsolidated entities |  |  |  |  | 5,387 |  |  | 753 |  |  |  |  | 6,140 |
Other income – net |  |  |  |  |  | 5,497 |  |  | 13,231 |  |  | 2,133 |  |  | 20,861 |
Intercompany interest income |  |  | 34,121 |  |  | 527 |  |  | 1,505 |  |  | (36,153 | ) |  | — |
Interest expense |  |  | (33,388 | ) |  | (1,505 | ) |  | (571 | ) |  | 35,464 |  |  | — |
Income from subsidiaries | 151,836 |  |  |  |  | 29,352 |  |  |  |  | (181,188 | ) |  | — |
Income before income taxes | 151,446 |  |  | — |  |  | 151,837 |  |  | 29,351 |  |  | (181,188 | ) |  | 151,446 |
Income tax provision | 39,396 |  |  |  |  | 39,497 |  |  | 7,635 |  |  | (47,132 | ) |  | 39,396 |
Net income | 112,050 |  |  | — |  |  | 112,340 |  |  | 21,716 |  |  | (134,056 | ) |  | 112,050 |
Other comprehensive income | 56 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 56 |
Total comprehensive income | 112,106 |  |  | — |  |  | 112,340 |  |  | 21,716 |  |  | (134,056 | ) |  | 112,106 |
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three months ended January 31, 2018:
| Toll Brothers, Inc. |  | Subsidiary Issuer |  | Guarantor Subsidiaries |  | Nonguarantor Subsidiaries |  | Eliminations |  | Consolidated
Revenues |  |  |  |  | 1,115,354 |  |  | 104,114 |  |  | (44,000 | ) |  | 1,175,468 |
Cost of revenues |  |  |  |  | 874,808 |  |  | 77,487 |  |  | (17,815 | ) |  | 934,480 |
Selling, general and administrative | 18 |  |  | 840 |  |  | 162,079 |  |  | 20,173 |  |  | (25,843 | ) |  | 157,267 |
| 18 |  |  | 840 |  |  | 1,036,887 |  |  | 97,660 |  |  | (43,658 | ) |  | 1,091,747 |
Income (loss) from operations | (18 | ) |  | (840 | ) |  | 78,467 |  |  | 6,454 |  |  | (342 | ) |  | 83,721 |
Other: |  |  |  |  |  |  |  |  |  |  |
Income from unconsolidated entities |  |  |  |  | 5,132 |  |  | 33,748 |  |  |  |  | 38,880 |
Other income – net |  |  |  |  |  | 5,885 |  |  | 1,044 |  |  | 2,068 |  |  | 8,997 |
Intercompany interest income |  |  | 32,695 |  |  |  |  |  | 1,023 |  |  | (33,718 | ) |  | — |
Interest expense |  |  | (31,855 | ) |  | (1,023 | ) |  | (368 | ) |  | 33,246 |  |  | — |
Income from subsidiaries | 131,616 |  |  |  |  | 41,901 |  |  |  |  | (173,517 | ) |  | — |
Income (loss) before income taxes | 131,598 |  |  | — |  |  | 130,362 |  |  | 41,901 |  |  | (172,263 | ) |  | 131,598 |
Income tax provision (benefit) | (509 | ) |  |  |  | (12,529 | ) |  | 11,861 |  |  | 668 |  |  | (509 | )
Net income (loss) | 132,107 |  |  | — |  |  | 142,891 |  |  | 30,040 |  |  | (172,931 | ) |  | 132,107 |
Other comprehensive income | 171 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 171 |
Total comprehensive income (loss) | 132,278 |  |  | — |  |  | 142,891 |  |  | 30,040 |  |  | (172,931 | ) |  | 132,278 |
Condensed Consolidating Statement of Cash Flows for the three months ended January 31, 2019:
| Toll Brothers, Inc. |  | Subsidiary Issuer |  | Guarantor Subsidiaries |  | Nonguarantor Subsidiaries |  | Eliminations |  | Consolidated
Net cash (used in) provided by operating activities | (33,260 | ) |  | 4,268 |  |  | (207,541 | ) |  | 60,699 |  |  | (9,391 | ) |  | (185,225 | )
Cash flow provided by (used in) investing activities: |  |  |  |  |  |  |  |  |  |  |
Purchase of property and equipment - net |  |  |  |  | (19,707 | ) |  | 131 |  |  |  |  | (19,576 | )
Investments in unconsolidated entities |  |  |  |  | (2,235 | ) |  | (14,970 | ) |  |  |  | (17,205 | )
Return of investments in unconsolidated entities |  |  |  |  |  |  |  | 42,677 |  |  |  |  | 42,677 |
Investment in foreclosed real estate and distressed loans |  |  |  |  |  |  |  | (130 | ) |  |  |  | (130 | )
Return of investments in foreclosed real estate and distressed loans |  |  |  |  |  |  | 482 |  |  |  |  | 482 |
Proceeds from sale of golf club property |  |  |  |  |  |  | 18,220 |  |  |  |  | 18,220 |
Investment paid - intercompany |  |  |  |  | (20,000 | ) |  |  |  | 20,000 |  |  | — |
Intercompany advances | 76,603 |  |  | 345,732 |  |  |  |  |  |  |  | (422,335 | ) |  | — |
Net cash provided by (used in) investing activities | 76,603 |  |  | 345,732 |  |  | (41,942 | ) |  | 46,410 |  |  | (402,335 | ) |  | 24,468 |
Cash flow provided by (used in) financing activities: |  |  |  |  |  |  |  |  |  |  |
Proceeds from loans payable |  |  |  |  | 300,000 |  |  | 509,506 |  |  |  |  | 809,506 |
Debt issuance costs for loans payable |  |  |  |  | (2,058 | ) |  |  |  |  |  |  | (2,058 | )
Principal payments of loans payable |  |  |  |  | (48,222 | ) |  | (585,371 | ) |  |  |  | (633,593 | )
Redemption of senior notes |  |  |  | (350,000 | ) |  |  |  |  |  |  |  | (350,000 | )
Proceeds from stock-based benefit plans, net | (1,831 | ) |  |  |  |  |  |  |  |  |  | (1,831 | )
Purchase of treasury stock | (25,143 | ) |  |  |  |  |  |  |  |  |  | (25,143 | )
Dividends paid | (16,369 | ) |  |  |  |  |  |  |  |  |  | (16,369 | )
Investment received - intercompany |  |  |  |  |  |  |  | 20,000 |  |  | (20,000 | ) |  | — |
Intercompany advances |  |  |  |  |  | (387,492 | ) |  | (44,234 | ) |  | 431,726 |  |  | — |
Net cash (used in) provided by financing activities | (43,343 | ) |  | (350,000 | ) |  | (137,772 | ) |  | (100,099 | ) |  | 411,726 |  |  | (219,488 | )
Net (decrease) increase in cash, cash equivalents, and restricted cash | — |  |  | — |  |  | (387,255 | ) |  | 7,010 |  |  | — |  |  | (380,245 | )
Cash, cash equivalents, and restricted cash, beginning of period | — |  |  | — |  |  | 1,011,867 |  |  | 171,072 |  |  | — |  |  | 1,182,939 |
Cash and cash equivalents, end of period | — |  |  | — |  |  | 624,612 |  |  | 178,082 |  |  | — |  |  | 802,694 |
Condensed Consolidating Statement of Cash Flows for the three months ended January 31, 2018:
| Toll Brothers, Inc. |  | Subsidiary Issuer |  | Guarantor Subsidiaries |  | Nonguarantor Subsidiaries |  | Eliminations |  | Consolidated
Net cash (used in) provided by operating activities | (67,018 | ) |  | 1,894 |  |  | (361,168 | ) |  | 99,347 |  |  | (2,879 | ) |  | (329,824 | )
Cash flow provided by (used in) investing activities: |  |  |  |  |  |  |  |  |  |  |
Purchase of property and equipment — net |  |  |  |  | (741 | ) |  | (953 | ) |  |  |  | (1,694 | )
Investments in unconsolidated entities |  |  |  |  | (1,158 | ) |  | (3,264 | ) |  |  |  | (4,422 | )
Return of investments in unconsolidated entities |  |  |  |  | 14,550 |  |  | 21,703 |  |  |  |  | 36,253 |
Investment in foreclosed real estate and distressed loans |  |  |  |  |  |  |  | (92 | ) |  |  |  | (92 | )
Return of investments in foreclosed real estate and distressed loans |  |  |  |  |  |  |  | 1,505 |  |  |  |  | 1,505 |
Intercompany advances | 271,988 |  |  | (398,484 | ) |  |  |  |  |  | 126,496 |  |  | — |
Net cash provided by (used in) investing activities | 271,988 |  |  | (398,484 | ) |  | 12,651 |  |  | 18,899 |  |  | 126,496 |  |  | 31,550 |
Cash flow provided by (used in) financing activities: |  |  |  |  |  |  |  |  |  |  |
Proceeds from issuance of senior notes |  |  | 400,000 |  |  |  |  |  |  |  |  |  | 400,000 |
Debt issuance costs for senior notes |  |  | (3,410 | ) |  |  |  |  |  |  |  |  | (3,410 | )
Proceeds from loans payable |  |  |  |  | 350,000 |  |  | 239,819 |  |  |  |  | 589,819 |
Principal payments of loans payable |  |  |  |  | (366,120 | ) |  | (321,620 | ) |  |  |  | (687,740 | )
Proceeds from stock-based benefit plans, net | 7,580 |  |  |  |  |  |  |  |  |  |  | 7,580 |
Purchase of treasury stock | (200,257 | ) |  |  |  |  |  |  |  |  |  | (200,257 | )
Dividends paid | (12,293 | ) |  |  |  |  |  |  |  |  |  | (12,293 | )
Intercompany advances |  |  |  |  |  | 176,261 |  |  | (52,644 | ) |  | (123,617 | ) |  | — |
Net cash provided by (used in) financing activities | (204,970 | ) |  | 396,590 |  |  | 160,141 |  |  | (134,445 | ) |  | (123,617 | ) |  | 93,699 |
Net increase in cash, cash equivalents, and restricted cash | — |  |  | — |  |  | (188,376 | ) |  | (16,199 | ) |  | — |  |  | (204,575 | )
Cash, cash equivalents, and restricted cash, beginning of period | — |  |  | — |  |  | 534,704 |  |  | 180,607 |  |  | — |  |  | 715,311 |
Cash, cash equivalents, and restricted cash, end of period | — |  |  | — |  |  | 346,328 |  |  | 164,408 |  |  | — |  |  | 510,736 |

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- Definition Supplemental guarantor information. + References No definition available. + Details
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- Definition Disclosure of supplemental consolidating financial information of the Parent, the Subsidiary Issuer, the Guarantor Subsidiaries, and the Non-Guarantor Subsidiaries and the eliminations to arrive at the Company on a consolidated basis. + References No definition available. + Details
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