SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment No. 1
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 2001
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 1-9186
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TOLL BROTHERS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 23-2416878
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(State of Incorporation) (IRS Employer Identification No.)
3103 Philmont Avenue, Huntingdon Valley, Pennsylvania 19006-4298
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code (215) 938-8000
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
----------------------------- --------------------------------------------
Common Stock (par value $.01)* New York Stock Exchange and Pacific Exchange
* Includes associated Right to Purchase Series A Junior Participating
Preferred Stock.
Securities registered pursuant to Section 12(g) of the Act: None.
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:
Yes __X__ No_____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. __X__
As of December 31, 2001, the aggregate market value of the Common Stock held by
non-affiliates (all persons other than executive officers and directors of
Registrant) of the Registrant was approximately $1,080,240,000.
As of December 31, 2001, there were 34,918,349 shares of Common Stock
outstanding.
Documents Incorporated by Reference: Portions of the proxy statement of Toll
Brothers, Inc. with respect to the 2002 Annual Meeting of Shareholders,
scheduled to be held on March 21, 2002, are incorporated by reference into Items
10, 12 and 13 hereof.
TOLL BROTHERS 10-K AMENDMENTS
EXPLANATION: Toll Brothers, Inc. (the "Company") is filing this Amendment No. 1
to its Annual Report on Form 10-K for the fiscal year ended October 31, 2001
(the "Report") solely for the limited purposes of:
(a) Correcting typographical errors that appeared in Item 8 of the
Report as originally filed. These corrections have been made
under the caption "Description" in Schedule II -- Valuation
and Qualifying Accounts. The last two references to the year
1999 have been changed to refer to the year 2000 and 2001,
respectively.
(b) Adding disclosure of the value of perquisites received by
Robert I. Toll, which were inadvertently omitted from the
original filing ($87,400 for fiscal 2001; $73,400 for fiscal
2000 and $69,400 for fiscal 1999). This amendment to Item 11
of the original Report has been made by adding a column,
"Other Annual Compensation," in the Summary Compensation Table
of the Company's proxy statement dated February 11, 2002,
which was incorporated by reference into Item 11 of the
original Report.
(c) Adding disclosure of the value of compensation received by
Bruce E. Toll in fiscal 2001, which was inadvertently omitted
from the original filing. This amendment to Item 11 of the
original Report has been made by disclosing the specific
amount ($7,078) paid in fiscal 2001 for Bruce E. Toll's health
insurance under the agreement described in Item 11, and to
include the value ($63,800) of additional compensation
received by him, under the heading "Compensation of Directors"
in the Company's proxy statement referenced above.
Applicable rules require the restatement of the entire Items 8 and 11 upon
amendment.
-1-
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Toll Brothers, Inc.
We have audited the accompanying consolidated balance sheets of Toll Brothers,
Inc. and subsidiaries as of October 31, 2001 and 2000, and the related
consolidated statements of income and cash flows for each of the three years in
the period ended October 31, 2001. Our audits also included the financial
statement schedule listed in the Index at item 14(a). These financial statements
and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Toll Brothers,
Inc. and subsidiaries at October 31, 2001 and 2000, and the consolidated results
of their operations and their cash flows for each of the three years in the
period ended October 31, 2001, in conformity with accounting principles
generally accepted in the United States. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
/s/ Ernst & Young LLP
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Philadelphia, Pennsylvania
December 11, 2001
-2-
CONSOLIDATED STATEMENT OF INCOME
(Amounts in thousands, except per share data)
Year ended October 31,
----------------------------------------
2001 2000 1999
---------- ---------- -----------
Revenues
Home sales $2,180,469 $1,762,930 $1,438,171
Land sales 27,530 38,730 17,345
Equity earnings in
unconsolidated joint ventures 6,756 3,250
Interest and other 14,850 9,452 8,599
---------- ---------- ----------
2,229,605 1,814,362 1,464,115
---------- ---------- ----------
Costs and expenses
Home sales 1,602,276 1,337,060 1,117,872
Land sales 21,464 29,809 13,375
Selling, general and
administrative 209,729 170,358 130,213
Interest 58,247 46,169 39,905
---------- ---------- ----------
1,891,716 1,583,396 1,301,365
---------- ---------- ----------
Income before income taxes and
extraordinary loss 337,889 230,966 162,750
Income taxes 124,216 85,023 59,723
---------- ---------- ----------
Income before extraordinary loss 213,673 145,943 103,027
Extraordinary loss (1,461)
---------- ---------- ----------
Net income $ 213,673 $ 145,943 $ 101,566
========== ========== ==========
Earnings per share
Basic:
Income before extraordinary loss $ 5.96 $ 4.02 $ 2.81
Extraordinary loss (0.04)
---------- ---------- ----------
Net income $ 5.96 $ 4.02 $ 2.77
========== ========== ==========
Diluted:
Income before extraordinary loss $ 5.52 $ 3.90 $ 2.75
Extraordinary loss (0.04)
---------- ---------- ----------
Net income $ 5.52 $ 3.90 $ 2.71
========== ========== ==========
Weighted average number of shares:
Basic 35,835 36,269 36,689
Diluted 38,683 37,413 37,436
See accompanying notes.
-3-
CONSOLIDATED BALANCE SHEET
(Amounts in thousands)
October 31
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2001 2000
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ASSETS
Cash and cash equivalents $ 182,840 $ 161,860
Inventory 2,183,541 1,712,383
Property, construction and office
equipment, net 33,095 24,075
Receivables, prepaid expenses and
other assets 118,542 113,025
Investments in unconsolidated entities 14,182 18,911
---------- ----------
$2,532,200 $2,030,254
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Loans payable $ 387,466 $ 326,537
Subordinated notes 669,581 469,499
Customer deposits 101,778 104,924
Accounts payable 132,970 110,927
Accrued expenses 229,671 185,141
Income taxes payable 98,151 88,081
---------- ----------
Total liabilities 1,619,617 1,285,109
---------- ----------
Stockholders' equity
Preferred stock, none issued
Common stock, 37,014 and 37,028 shares
issued at October 31, 2001 and 2000,
respectively 369 369
Additional paid-in capital 107,014 105,454
Retained earnings 882,281 668,608
Treasury stock, at cost - 2,237 shares
and 1,133 shares at October 31,
2001 and 2000, respectively (77,081) (29,286)
---------- ----------
Total stockholders' equity 912,583 745,145
---------- ----------
$2,532,200 $2,030,254
========== ==========
See accompanying notes.
-4-
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
Year ended October 31
------------------------------
2001 2000 1999
-------- -------- --------
Cash flow from operating activities:
Net income $213,673 $145,943 $101,566
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 9,356 8,528 6,594
Equity earnings in unconsolidated
joint ventures (6,756) (3,250)
Extraordinary loss from
extinguishment of debt 2,318
Deferred tax provision 7,323 5,191 1,569
Changes in operating assets and liabilities,
net of assets and liabilities acquired:
Increase in inventory (443,887) (264,303) (282,764)
Origination of mortgage loans (199,102)
Sale of mortgage loans 183,449
Decrease (increase) in receivables, prepaid
expenses and other assets 10,793 (28,025) (32,524)
(Decrease) increase in customer deposits
on sales contracts (3,146) 22,429 11,557
Increase in accounts payable
and accrued expenses 71,776 71,492 62,769
Increase in current income taxes payable 8,142 25,132 8,045
-------- -------- --------
Net cash used in operating activities (148,379) (16,863) (120,870)
-------- -------- --------
Cash flow from investing activities:
Purchase of property and equipment, net (15,020) (9,415) (8,331)
Acquisition of company, net of cash acquired (11,090)
Investment in unconsolidated entities (15,193)
Distribution from unconsolidated entities 15,750 13,589
-------- -------- --------
Net cash provided by(used in)
investing activities 730 4,174 (34,614)
-------- -------- --------
Cash flow from financing activities:
Proceeds from loans payable 208,628 559,843 177,500
Principal payments of loans payable (180,094) (460,482) (187,551)
Net proceeds from issuance
senior subordinated notes 196,930 267,716
Redemption of subordinated notes (71,359)
Proceeds from stock based benefit plans 14,932 11,936 2,223
Purchase of treasury stock (71,767) (33,232) (16,704)
-------- -------- --------
Net cash provided by financing activities 168,629 78,065 171,825
-------- -------- --------
Net increase in cash and cash equivalents 20,980 65,376 16,341
Cash and cash equivalents, beginning of year 161,860 96,484 80,143
-------- -------- --------
Cash and cash equivalents, end of year $182,840 $161,860 $ 96,484
======== ======== ========
See accompanying notes.
-5-
Notes to Consolidated Financial Statements
1. Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements include the accounts of Toll
Brothers, Inc. (the "Company"), a Delaware corporation, and its majority-owned
subsidiaries. All significant intercompany accounts and transactions have been
eliminated. Investments in 20% to 50% owned partnerships and affiliates are
accounted for on the equity method. Investments in less than 20% owned
affiliates are accounted for on the cost method.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Income Recognition
The Company is primarily engaged in the development, construction and sale of
residential homes. Revenue and cost of sales is recorded at the time each home
sale is closed and title and possession has been transferred to the buyer.
Closing normally occurs shortly after construction is substantially completed.
Land sales revenue and cost of sales is recorded at the time that title and
possession of the property has been transferred to the buyer.
Cash and Cash Equivalents
Liquid investments or investments with original maturities of three months or
less are classified as cash equivalents. The carrying value of these investments
approximates their fair value.
Property, Construction and Office Equipment
Property, construction and office equipment is recorded at cost and is stated
net of accumulated depreciation of $35,792,000 and $30,288,000 at October 31,
2001 and 2000, respectively. Depreciation is recorded by using the straight-line
method over the estimated useful lives of the assets.
-6-
Inventory
Inventory is stated at the lower of cost or fair value. In addition to direct
land acquisition, land development and home construction costs, costs include
interest, real estate taxes and direct overhead costs related to development and
construction, which are capitalized to inventories during the period beginning
with the commencement of development and ending with the completion of
construction.
Land, land development and related costs are amortized to the cost of homes
closed based upon the total number of homes to be constructed in each community.
Home construction and related costs are charged to the cost of homes closed
under the specific identification method.
The Company capitalizes certain project marketing costs and charges them against
income as homes are closed.
Treasury Stock
Treasury stock is recorded at cost. Issuance of treasury shares is accounted for
on a first-in, first-out basis. Differences between the cost of treasury shares
and the re-issuance proceeds are charged to additional paid-in capital.
Segment Reporting
Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosures about
Segments of an Enterprise and Related Information," establishes standards for
the manner in which public enterprises report information about operating
segments. The Company has determined that its operations primarily involve one
reportable segment, home building.
New Accounting Pronouncement
SFAS No. 133, "Accounting for Derivative Instruments and for Hedging
Activities," establishes accounting and reporting standards of derivative
instruments embedded in other contracts, and for hedging activities. The Company
adopted SFAS No. 133, as amended, in the first quarter of 2001. Such adoption
did not have a material impact on the Company's reported results of operations,
financial position or cash flows.
SFAS No. 142, "Goodwill and Other Intangible Assets," provides guidance on
accounting for intangible assets and eliminates the amortization of goodwill and
certain other intangible assets. Intangible assets, including goodwill, that are
not subject to amortization are required to be tested for impairment and
possible write-down on an annual basis. The Company is required to adopt SFAS
No. 142 for its fiscal year 2003. The Company is currently reviewing the effect
of this statement on the Company's financial statements.
-7-
2. Inventory
Inventory consisted of the following (amounts in thousands):
October 31,
-------------------------
2001 2000
---------- ----------
Land and land development costs $ 833,386 $ 558,503
Construction in progress 1,145,046 992,098
Sample homes 75,723 60,511
Land deposits and costs of
future development 89,360 68,560
Deferred marketing costs 40,026 32,711
---------- ----------
$2,183,541 $1,712,383
========== ==========
Construction in progress includes the cost of homes under construction, land and
land development costs and the carrying cost of home sites that have been
substantially improved.
For the years ended October 31, 2001, 2000 and 1999, the Company provided for
inventory write-downs and the expensing of costs which it believed not to be
recoverable of $13,035,000, $7,448,000 and $5,092,000, respectively.
Interest capitalized in inventories is charged to interest expense when the
related inventory is closed. Changes in capitalized interest for the three years
ended October 31, 2001 were as follows (amounts in thousands):
2001 2000 1999
------- ------- -------
Interest capitalized,
beginning of year $78,443 $64,984 $53,966
Interest incurred 79,209 60,236 51,396
Interest expensed (58,247) (46,169) (39,905)
Write-off to cost and expenses (755) (608) (473)
------- ------- -------
Interest capitalized, end of year $98,650 $78,443 $64,984
======= ======= =======
3. Loans Payable and Subordinated Notes
Loans payable consisted of the following (amounts in thousands):
October 31
--------------------
2001 2000
-------- --------
Revolving credit facility $ 80,000 $ 80,000
Term loan due March 2002 50,000 50,000
Term loan due July 2005 192,500 170,000
Other 64,966 26,537
-------- --------
$387,466 $326,537
======== ========
The Company has a $535,000,000 unsecured revolving credit facility with 16
banks of which $445,000,000 extends through March 2006 and $90,000,000 extends
through February 2003. Interest is payable on borrowings at 0.90% above the
Eurodollar rate or at other specified variable rates as selected by the Company
from time to time. The Company fixed the interest rate on $20,000,000 of
borrowing at 6.39% until March 2002 through an interest rate swap with a bank.
Had the Company not entered into the interest rate swap, the interest
-8-
rate on this borrowing would have been 3.32% at October 31, 2001. At October 31,
2001, letters of credit and obligations under escrow agreements of approximately
$43,862,000 were outstanding. The agreement contains various covenants,
including financial covenants related to consolidated stockholders' equity,
indebtedness and inventory. The agreement requires the Company to maintain a
minimum consolidated stockholders' equity which restricts the payment of cash
dividends and the repurchase of Company stock to approximately $230,000,000 at
October 31, 2001.
The Company borrowed $50,000,000 from three banks at a fixed rate of 7.72%
repayable in March 2002. The Company has borrowed $192,500,000 from eight banks
at a weighted-average interest rate of 8.04% repayable in July 2005. Both loans
are unsecured and the agreements contain financial covenants that are less
restrictive than the covenants contained in the Company's revolving credit
agreement.
A subsidiary of the Company has a $35,000,000 line of credit with a bank to fund
mortgage originations. The line of credit is collateralized by all the assets of
the subsidiary. At October 31, 2001, the subsidiary had borrowed $24,754,000
under the line of credit and had assets of approximately $28,364,000.
At October 31, 2001, the aggregate estimated fair value of the Company's loans
payable was approximately $405,500,000. The fair value of loans was estimated
based upon the interest rates at October 31, 2001 that the Company believed were
available to it for loans with similar terms and remaining maturities.
Subordinated notes consisted of the following (amounts in thousands):
October 31
--------------------
2001 2000
-------- --------
8 3/4% Senior Subordinated Notes
due November 15, 2006 $100,000 $100,000
7 3/4% Senior Subordinated Notes
due September 15, 2007 100,000 100,000
8 1/8% Senior Subordinated Notes
due February 1, 2009 170,000 170,000
8% Senior Subordinated Notes
due May 1, 2009 100,000 100,000
8 1/4% Senior Subordinated Notes
due February 1, 2011 200,000
Bond discount (419) (501)
-------- --------
$669,581 $469,499
======== ========
All issues of senior subordinated notes are subordinated to all senior
indebtedness of the Company. The indentures restrict certain payments by the
Company including cash dividends and the repurchase of Company stock. The notes
are redeemable in whole or in part at the option of the Company at various
prices on or after the fifth anniversary of each issue's date of issuance.
At October 31, 2001, the aggregate fair value of all the outstanding
subordinated notes, based upon their indicated market prices, was approximately
$661,600,000.
-9-
In November 2001, the Company issued $150,000,000 of 8.25% Senior Subordinated
Notes due December 2011. The notes are subordinated to all senior indebtedness
of the Company and have the same restrictions as to the payment of dividends and
the repurchase of Company stock as the other issues of the Company's
subordinated notes. The notes are redeemable in part, at the Company's option,
from the proceeds of one or more public equity offerings prior to December 1,
2004 and redeemable in whole or in part on or after December 1, 2006.
The annual aggregate maturity of the Company's loans and notes during each of
the next five fiscal years is: 2002 - $93,573,000; 2003 - $6,107,000; 2004 -
$5,671,000; 2005 - $195,811,000; and 2006 - $181,394,000.
4. Income taxes
The Company's estimated combined federal and state tax rate before providing for
the effect of permanent book-tax differences ("Base Rate") was 37% in 2001, 2000
and 1999. The effective tax rates in 2001, 2000, and 1999 were 36.8%, 36.8% and
36.7%, respectively. The primary difference between the Company's Base Rate and
effective tax rate was tax-free income.
The provision for income taxes for each of the three years ended October 31,
2001 was as follows (amounts in thousands):
2001 2000 1999
-------- ------- -------
Federal $114,131 $78,105 $54,874
State 10,085 6,918 4,849
-------- ------- -------
$124,216 $85,023 $59,723
======== ======= =======
Current $116,893 $79,832 $58,154
Deferred 7,323 5,191 1,569
-------- ------- -------
$124,216 $85,023 $59,723
======== ======= =======
The components of income taxes payable consisted of the following (amounts in
thousands):
October 31,
-------------------
2001 2000
------- -------
Current $66,522 $63,775
Deferred 31,629 24,306
------- -------
$98,151 $88,081
======= =======
-10-
The components of net deferred taxes payable consisted of the following (amounts
in thousands):
October 31
-----------------
2001 2000
------- -------
Deferred tax liabilities:
Capitalized interest $32,789 $26,287
Deferred expense 17,755 13,743
------- -------
Total 50,544 40,030
------- -------
Deferred tax assets:
Inventory valuation reserves 5,716 4,555
Inventory valuation differences 2,581 2,184
Deferred income 2,329 2,170
Accrued expenses
deductible when paid 1,324 178
Other 6,965 6,637
------- -------
Total 18,915 15,724
------- -------
Net deferred tax liability $31,629 $24,306
======= =======
5. Stockholders' Equity
The Company's authorized capital stock consists of 45,000,000 shares of Common
Stock, $.01 par value per share, and 1,000,000 shares of Preferred Stock, $.01
par value per share. The Board of Directors is authorized to amend the Company's
Certificate of Incorporation to increase the number of authorized shares of
Common Stock to 200,000,000 shares and the number of shares of authorized
Preferred Stock to 15,000,000 shares.
Changes in stockholders' equity for the three years ended October 31, 2001 were
as follows (amounts in thousands):
Additional
Common Stock Paid-In Retained Treasury
Shares Amount Capital Earnings Stock Total
------- ------ --------- -------- --------- -------
Balance,
November 1, 1998 36,935 $ 369 $ 106,099 $421,099 $ (1,811) $525,756
Net income 101,566 101,566
Purchase of treasury
stock (801) (16,704) (16,704)
Exercise of stock
options 177 (1,143) 3,701 2,558
Executive bonus award 106 342 2,120 2,462
Employee benefit plan
issuances 37 (59) 755 696
------ ----- --------- -------- -------- --------
Balance,
October 31, 1999 36,454 369 105,239 522,665 (11,939) 616,334
Net income 145,943 145,943
Purchase of treasury
stock (1,355) (33,232) (33,232)
Exercise of stock
options 672 588 13,352 13,940
Executive bonus award 80 (225) 1,621 1,396
Employee benefit plan
issuances 44 (148) 912 764
------ ----- --------- -------- -------- --------
Balance,
October 31, 2000 35,895 369 105,454 668,608 (29,286) 745,145
Net income 213,673 213,673
Purchase of treasury
stock (2,061) (71,767) (71,767)
Exercise of stock
options 781 (336) 20,452 20,116
Executive bonus award 136 1,678 2,735 4,413
Employee benefit plan
issuances 26 218 785 1,003
------ ----- --------- -------- -------- --------
Balance,
October 31, 2001 34,777 $ 369 $107,014 $882,281 $(77,081) $912,583
====== ===== ======== ======== ========= ========
-11-
Stockholder Rights Plan
Shares of the Company's Common Stock outstanding are subject to stock purchase
rights. The rights, which are exercisable only under certain conditions, entitle
the holder, other than an acquiring person (and certain related parties of an
acquiring person), as defined in the plan, to purchase common shares at prices
specified in the rights agreement. Unless earlier redeemed, the rights will
expire on July 11, 2007. The rights were not exercisable at October 31, 2001.
Redemption of Common Stock
To help provide for an orderly market in the Company's Common Stock in the event
of the death of either Robert I. Toll or Bruce E. Toll (the "Tolls"), or both of
them, the Company and the Tolls have entered into agreements in which the
Company has agreed to purchase from the estate of each of the Tolls $10,000,000
of the Company's Common Stock (or a lesser amount under certain circumstances)
at a price equal to the greater of fair market value (as defined) or book value
(as defined). Further, the Tolls have agreed to allow the Company to purchase
$10,000,000 of life insurance on each of their lives. In addition, the Tolls
granted the Company an option to purchase up to an additional $30,000,000 (or a
lesser amount under certain circumstances) of the Company's Common Stock from
each of their estates. The agreements expire in October 2005.
In December 2000, the Company's Board of Directors authorized the repurchase of
up to 5,000,000 shares of its Common Stock, par value $.01, from time to time,
in open market transactions or otherwise, for the purpose of providing shares
for its various employee benefit plans. At October 31, 2001, the Company had
repurchased approximately 2,061,000 shares under the authorization.
6. Stock-Based Benefit Plans
Stock-Based Compensation Plans
The Company accounts for its stock option plans according to Accounting
Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees" ("APB
25"). Accordingly, no compensation costs are recognized upon issuance or
exercise of stock options.
SFAS No. 123, "Accounting for Stock-Based Compensation," requires the disclosure
of the estimated value of employee option grants and their impact on net income
using option pricing models that are designed to estimate the value of options
that, unlike employee stock options, can be traded at any time and are
transferable. In addition to restrictions on trading, employee stock options may
include other restrictions such as vesting periods. Further, such models require
the input of highly subjective assumptions, including the expected volatility of
the stock price. Therefore, in management's opinion, the existing models do not
provide a reliable single measure of the value of employee stock options.
-12-
At October 31, 2001, the Company's stock-based compensation plans consisted of
its four stock option plans. Net income and net income per share as reported in
these consolidated financial statements and on a pro forma basis, as if the fair
value-based method described in SFAS No. 123 had been adopted, were as follows
(in thousands, except per share amounts):
Year ended October 31,
--------------------------------
2001 2000 1999
-------- -------- --------
Net income As reported $213,673 $145,943 $101,566
Pro forma $202,597 $136,622 $ 93,402
Basic net income per share As reported $ 5.96 $ 4.02 $ 2.77
Pro forma $ 5.65 $ 3.77 $ 2.55
Diluted net income per share As reported $ 5.52 $ 3.90 $ 2.71
Pro forma $ 5.24 $ 3.65 $ 2.50
Weighted-average grant date
fair value per share of
options granted $ 17.87 $ 9.03 $ 10.98
For the purposes of providing the pro forma disclosures, the fair value of
options granted was estimated using the Black-Scholes option pricing model with
the following weighted average assumptions used for grants in each of the three
fiscal years ended October 31, 2001.
2001 2000 1999
------ ------ ------
Risk-free interest rate 4.01% 5.80% 6.14%
Expected life (years) 7.31 7.70 7.10
Volatility 37.40% 35.70% 34.90%
Dividends none none none
Stock Option Plans
The Company's four stock option plans for employees, officers and directors
provide for the granting of incentive stock options and non-statutory options
with a term of up to ten years at a price not less than the market price of the
stock at the date of grant. The Company's Stock Option and Incentive Stock Plan
(1995) provides for automatic increases each January 1 in the number of shares
available for grant by 2% of the number of shares issued (including treasury
shares). The Company's Stock Incentive Plan (1998) provides for automatic
increases each November 1 in the number of shares available for grant by 2.5% of
the number of shares issued (including treasury shares). The 1995 Plan and the
1998 Plan each restricts the number of shares available for grant in a year to a
maximum of 2,500,000 shares. No additional options may be granted under the
Company's Stock Option Plan (1986).
-13-
The following table summarizes stock option activity for the four plans during
the three years ended October 31, 2001:
Number Weighted Average
of Options Exercise Price
---------- ----------------
Outstanding, November 1, 1998 4,942,518 $19.53
Granted 1,252,800 22.81
Exercised (176,470) 11.39
Cancelled (127,255) 22.97
---------
Outstanding, October 31, 1999 5,891,593 $20.40
Granted 1,879,750 17.53
Exercised (678,288) 17.69
Cancelled (89,299) 20.95
---------
Outstanding, October 31, 2000 7,003,756 $19.88
Granted 1,149,400 38.63
Exercised (794,903) 19.18
Cancelled (115,314) 23.02
---------
Outstanding, October 31, 2001 7,242,939 $22.88
=========
Options exercisable and their weighted average exercise price as of October 31,
2001, 2000 and 1999 were 4,637,878 shares and $19.92; 3,874,223 shares and
$19.92; and 3,736,905 shares and $18.93, respectively.
Options available for grant at October 31, 2001, 2000 and 1999 under all the
plans were 2,809,364; 2,313,251 and 3,188,657, respectively.
The following table summarizes information about stock options outstanding at
October 31, 2001:
Options Outstanding Options Exercisable
--------------------------------- --------------------
Weighted-
Average
Remaining Weighted- Weighted-
Range of Contractual Average Average
Exercise Number Life Exercise Number Exercise
Prices Outstanding (in years) Price Exercisable Price
-------------- ----------- ----------- --------- ----------- ---------
$ 9.94-$15.88 714,300 2.8 $10.82 714,300 $10.82
17.38- 20.25 3,062,453 6.5 18.25 2,236,348 18.53
22.31- 25.56 1,644,086 6.7 23.78 989,730 23.93
27.44- 29.50 697,500 6.2 28.01 697,500 28.01
38.63 1,124,600 9.1 38.63 -- --
--------- ---------
$ 9.94-$38.63 7,242,939 6.6 $22.88 4,637,878 $19.92
========= =========
-14-
Bonus Award Shares
Under the terms of the Company's Cash Bonus Plan covering Robert I. Toll, Mr.
Toll is entitled to receive cash bonus awards based upon the pre-tax earnings
and stockholders' equity of the Company. In December 1998, Mr. Toll and the
Board of Directors agreed that any bonus payable for each of the three fiscal
years ended October 31, 2001 will be made (except for specific conditions) in
shares of the Company's Common Stock using the value of the stock as of the date
of the agreement ($24.25 per share). The stockholders approved the plan at the
Company's 1999 Annual Meeting. The Company recognized compensation expense in
2001 of $6,855,000, in 2000 of $4,413,000 and in 1999 of $1,395,000, which
represented the fair market value of the shares issued to Mr. Toll (220,001
shares in 2001, 135,792 shares in 2000 and 79,686 shares in 1999). On October
31, 2001, 2000 and 1999, the closing price of the Company's Common Stock on the
New York Stock Exchange was $31.16, $32.50 and $17.50, respectively. Under the
Company's deferred compensation plan Mr. Toll can elect to defer receipt of his
bonus until a future date. Mr. Toll elected to defer receipt of his bonus for
fiscal 2001.
In December 2000, Mr. Toll and the Board of Directors agreed that any bonus
payable for each of the three fiscal years ended October 31, 2004 will be made
(except for specific conditions) in shares of the Company's Common Stock using
the value of the stock as of the date of the agreement ($38.625 per share). The
stockholders approved the plan at the Company's 2001 Annual Meeting.
Employee Stock Purchase Plan
The Company's Employee Stock Purchase Plan enables substantially all employees
to purchase the Company's Common Stock for 95% of the market price of the stock
on specified offering dates or at 85% of the market price of the stock on
specified offering dates subject to restrictions. The plan, which terminates in
December 2007, provides that 300,000 shares be reserved for purchase. As of
October 31, 2001, a total of 226,974 shares were available for issuance.
The number of shares and the average prices per share issued under this plan
during each of the three fiscal years ended October 31, 2001, 2000 and 1999 were
6,268 shares and $30.48; 6,309 shares and $19.41; and 12,182 shares and $16.97,
respectively. No compensation expense was recognized by the Company under this
plan.
7. Earnings Per Share Information
Information pertaining to the calculation of earnings per share for each of the
three years ended October 31, 2001 is as follows (amounts in thousands):
2001 2000 1999
------ ------ ------
Basic weighted average shares 35,835 36,269 36,689
Common stock equivalents 2,848 1,144 747
------ ------ ------
Diluted weighted average shares 38,683 37,413 37,436
====== ====== ======
-15-
8. Employee Retirement Plan
The Company maintains a salary deferral savings plan covering substantially all
employees. The plan provides for Company contributions totaling 2% of all
eligible compensation, plus 2% of eligible compensation above the social
security wage base, plus matching contributions of up to 2% of eligible
compensation of employees electing to contribute via salary deferrals. Company
contributions with respect to the plan totaled $3,141,000, $ 2,579,000, and
$1,876,000, for the years ended October 31, 2001, 2000 and 1999, respectively.
9. Extraordinary Loss from Extinguishment of Debt
In January 1999, the Company called for the redemption of all of its outstanding
9 1/2% Senior Subordinated Notes due 2003 at 102% of the principal amount plus
accrued interest. The redemption resulted in an extraordinary loss in fiscal
1999 of $1,461,000, net of $857,000 of income tax benefit. The loss represented
the redemption premium and a write-off of unamortized deferred issuance costs.
10. Commitments and Contingencies
At October 31, 2001, the Company had agreements to purchase land and improved
home sites for future development with purchase prices aggregating approximately
$721,129,000, of which $42,658,000 had been paid or deposited. Purchase of the
properties is contingent upon satisfaction of certain requirements by the
Company and the sellers.
At October 31, 2001, the Company had agreements of sale outstanding to deliver
2,727 homes with an aggregate sales value of approximately $1,411,374,000.
At October 31, 2001, the Company was committed to make approximately
$290,000,000 of mortgage loans to its homebuyers and to others. All loans with
committed interest rates are covered by take-out commitments from third-party
lenders, resulting in no interest rate risk to the Company. The Company also
arranges a variety of mortgage programs that are offered to its homebuyers
through outside mortgage lenders.
The Company is involved in various claims and litigation arising in the ordinary
course of business. The Company believes that the disposition of these matters
will not have a material effect on the business or on the financial condition of
the Company.
11. Related Party Transactions
To take advantage of commercial real estate opportunities that may present
themselves from time to time, the Company formed Toll Brothers Realty Trust (the
"Trust"), a venture that is effectively owned one-third by the Company;
one-third by a number of senior executives and/or directors, including Robert I.
Toll, Bruce E. Toll (and certain family members), Zvi Barzilay (and certain
family members), and Joel H. Rassman; and one-third by the Pennsylvania State
Employees Retirement System (collectively, the "Shareholders").
In June 2000, the Shareholders entered into a subscription agreement whereby
each group agreed to invest additional capital in an amount not to exceed
$9,259,000 if required by the Trust. The commitment expires in June 2002.
At October 31, 2001, the Company had an investment of $7,471,000 in the Trust.
This investment is accounted for on the equity method.
-16-
The Company provides development, finance and management services to the Trust
and received fees under the terms of various agreements in the amount of
$1,672,000, $1,392,000 and $2,524,000 in fiscal 2001, 2000 and 1999,
respectively.
During fiscal 2000, the Company repurchased 250,000 shares of its Common Stock
from Bruce E. Toll at $30 per share, a price that was within the trading range
of the Company's Common Stock on the dates of the transactions.
12. Supplemental Disclosure to Statements of Cash Flows
The following are supplemental disclosures to the statements of cash flows for
each of the three years ended October 31, 2001 (amounts in thousands):
2001 2000 1999
-------- ------- -------
Cash flow information:
Interest paid, net of amount capitalized $ 26,985 $21,548 $17,469
Income taxes paid $108,750 $54,700 $49,250
Non-cash activity:
Cost of inventory acquired through
seller financing $ 34,662 $ 8,321 $ 7,504
Investment in unconsolidated subsidiary
acquired through seller financing $ 4,500
Income tax benefit related to exercise
of employee stock options $ 5,396 $ 2,128 $ 541
Stock bonus awards $ 4,413 $ 1,395 $ 2,462
Contributions to employee retirement plan $ 791 $ 641 $ 490
Acquisition of company:
Fair value of assets acquired $56,026
Liabilities assumed $44,934
Cash paid $11,092
Summary Consolidated Quarterly Financial Data (Unaudited)
(Amounts in thousands, except per share data)
Three months ended
Oct. 31 July 31 April 30 Jan. 31
--------- -------- -------- --------
Fiscal 2001:
Revenue $655,752 $584,068 $514,524 $475,261
Income before income taxes $108,183 $ 94,160 $ 72,351 $ 63,195
Net Income $ 68,526 $ 59,444 $ 45,778 $ 39,925
Earnings per share
Basic $ 1.96 $ 1.66 $ 1.26 $ 1.10
Diluted $ 1.84 $ 1.54 $ 1.17 $ 1.01
Weighted average number
of shares
Basic 34,910 35,838 36,428 36,163
Diluted 37,331 38,706 39,282 39,415
Fiscal 2000:
Revenue $614,793 $464,532 $390,486 $344,551
Income before income taxes $ 92,484 $ 58,791 $ 44,363 $ 35,328
Net Income $ 58,366 $ 37,234 $ 27,950 $ 22,393
Earnings per share*
Basic $ 1.62 $ 1.03 $ 0.77 $ 0.61
Diluted $ 1.52 $ 1.00 $ 0.75 $ 0.61
Weighted average number
of shares
Basic 36,061 36,146 36,396 36,471
Diluted 38,486 37,219 37,036 36,909
* Due to rounding, the sum of the quarterly earnings per share amounts may not
equal the reported earnings per share for the year.
-17-
TOLL BROTHERS, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Amounts in thousands)
Balance at Charged Charged Balance
Beginning Costs to to at End
of and Other of
Description Period Expenses Accounts Deductions Period
------------------------ ----------- -------- -------- ---------- ----------
Net realizable value
reserves for
inventory of land
and land development
costs:
Year ended
October 31, 1999:
New Jersey $ 3,708 $ 3,708
Year ended
October 31, 2000:
New Jersey $ 3,708 $ 3,708
Year ended
October 31, 2001:
New Jersey $ 3,708 3,708 --
-18-
Item 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the cash and non-cash compensation for each
of the last three fiscal years awarded to or earned by the Chief Executive
Officer of the Company and the other executive officers of the Company.
Long Term
Compensation
Annual Compensation Awards
---------------------------------------------------------------------
Other Annual Securities All Other
Name and Fiscal Compensation Underlying Compensation
Principal Position Year Salary($) Bonus($) ($) Options(#) ($)
-----------------------------------------------------------------------------------------------------------------------------------
Robert I. Toll 2001 1,000,000 6,620,359 87,400(8) 250,000 423,909(5)
Chairman of the Board 2000 1,000,000 4,413,228 73,400(8) 750,000 8,348(4)
and Chief Executive 1999 1,000,000 1,394,505 69,400(8) 347,500 8,232(4)
Officer(1)
Zvi Barzilay 2001 956,322 230,000 60,000 208,811(6)
Chief Operating 2000 872,322 120,000 160,700 8,348(4)
Officer and President(2) 1999 830,367 120,000 100,000 8,232(4)
Joel H. Rassman 2001 748,848 150,000 15,000 153,787(7)
Senior Vice President, 2000 637,969 140,000 85,000 9,598(4)
Chief Financial 1999 604,216 120,000 50,000 9,482(4)
Officer and
Treasurer(2)(3)
(1) The bonuses listed for Robert I. Toll for fiscal 2001, 2000 and 1999 were
paid in common stock of the Company pursuant to the terms of the Cash Bonus
Plan, the 1998 Plan and the 1995 Plan. The amounts listed were: (a) the
fair market value of the bonus award shares as of October 31, 2001 in the
case of the fiscal 2001 bonus; (b) the fair market value of the bonus award
shares as of October 31, 2000 in the case of the fiscal 2000 bonus; and (c)
the fair market value of the bonus award shares as of October 31, 1999 in
the case of the fiscal 1999 bonus. Had the bonuses been paid in cash,
Robert I. Toll would have received $5,152,237 for the 2001 cash bonus,
$3,292,947 for the 2000 cash bonus and $1,932,402 for the 1999 cash bonus.
Under the terms of the Stock Deferral Plan, Mr. Toll elected to defer
receipt of his 2001 bonus award shares.
(2) The bonuses listed for Mr. Barzilay and Mr. Rassman for fiscal 2001, 2000
and 1999 represent amounts earned in the fiscal year in which it is
reported.
(3) Under the terms of an agreement dated June 30, 1988 between the Company and
Mr. Rassman, in the event of Mr. Rassman's termination by the Company
without cause (as defined), any material reduction or material adverse
change (as defined) in Mr. Rassman's duties, the removal of fringe benefits
(as defined) or any failure by the Company to provide Mr. Rassman with
compensation, including salary and bonus, in an amount not less than
$350,000 and the exercise of an election by Mr. Rassman to terminate his
employment, Mr. Rassman will receive $250,000, and, in certain instances,
an additional amount equal to the difference between $350,000 and his
actual compensation during a specified period prior to his termination.
-19-
(4) The compensation reported represents (a) the Company's contribution and
matching payments under its 401(k) salary deferred plan for each executive
listed and (b) for Joel H. Rassman, directors fees paid to him by a
subsidiary of the Company in the amount of $1,250 per year.
(5) Of this amount, $9,702 represents the premium paid by the Company for the
term life portion of a split-dollar life insurance policy for Mr. Toll,
$405,615 represents the premium paid by the Company for the non-term
portion of the split-dollar life insurance policy and $8,592 represents the
Company's contribution and matching payment under its 401(k) salary
deferred plan. The Company expects to receive a refund of the premium for
the non-term portion of the split-dollar life insurance policy upon the
first to occur of certain events described in the policy.
(6) Of this amount, $3,133 represents the premium paid by the Company for the
term life portion of a split-dollar life insurance policy for Mr. Barzilay,
$197,086 represents the premium paid by the Company for the non-term
portion of the split-dollar life insurance policy and $8,592 represents the
Company's contribution and matching payment under its 401(k) salary
deferred plan. The Company expects to receive a refund of the premium for
the non-term portion of the split-dollar life insurance policy upon the
first to occur of certain events described in the policy.
(7) Of this amount, $2,328 represents the premium paid by the Company for the
term life portion of a split-dollar life insurance policy for Mr. Rassman,
$141,617 represents the premium paid by the Company for the non-term
portion of the split- dollar life insurance policy and $8,592 represents
the Company's contribution and matching payment under its 401(k) salary
deferred plan. The Company expects to receive a refund of the premium for
the non-term portion of the split-dollar life insurance policy upon the
first to occur of certain events described in the policy.
(8) Of this amount, $44,800, $36,500 and $34,800 represents the estimated cost
of income tax and financial statement preparation services provided during
fiscal 2001, 2000 and 1999, respectively. The remaining amounts represent
the estimated value of perquisites provided by the Company including health
and life insurance, auto and gas allowances, auto insurance, club dues,
telephone and internet service and other miscellaneous items.
-20-
Option Grants in the Last Fiscal Year(1)
------------------------------------------------------------------------------------------------------------------------
% of Total Potential Realizable
Number of Options Value at Assumed
Securities Granted to Annual Rates of Stock
Underlying Employees Exercise Price Appreciation for
Options In Fiscal Price Expiration Option Term(3)
Name Granted(#) Year ($/sh) Date 5%($) 10%($)
------------------------------------------------------------------------------------------------------------------------
Robert I. Toll(2) 250,000 21.75 38.625 12/20/10 6,072,764 15,389,576
Zvi Barzilay(2) 60,000 5.22 38.625 12/20/10 1,457,463 3,693,498
Joel H. Rassman(2) 15,000 1.31 38.625 12/20/10 364,366 923,375
(1) No stock appreciation rights("SARs") were granted.
(2) These options become exercisable starting on the first anniversary of the
grant, with 25% becoming exercisable at that time and 25% becoming
exercisable on each of the second, third and fourth anniversary dates.
(3) These amounts represent assumed rates of appreciation and are not intended
to forecast future appreciation in the price of the Company's common stock.
Actual gains, if any, on stock option exercises are dependent on the future
performance of our stock. There can be no assurance that the amounts
reflected in these columns will be achieved or, if achieved, that they will
exist at the time of any option exercise. The aggregate appreciation in
value of all shares of our common stock outstanding on October 31, 2001
based on the assumed 5% and 10% rates of appreciation on the closing price
of the common stock on October 31, 2001 that produced the realizable value
of the options shown in this table (based upon the weighted average life of
the grants) would be approximately $681,502,000 at the assumed 5% rate of
appreciation and $1,727,061,000 at the assumed 10% rate of appreciation.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values(1)
The following table sets forth certain information with regard to the
aggregated option exercises in the fiscal year ended October 31, 2001 and the
option values as of the end of that year for the Chief Executive Officer and
other executive officers of the Company.
Number of Value of
Securities Unexercised In-
Underlying The-Money Options
Unexercised at Fiscal
Options at Year-End($)(2)
Fiscal
Shares Year-End(#)
Acquired on Value Exercisable(E) Exercisable (E)
Name Exercise(#) Realized($) Unexercisable(U) Unexercisable (U)
----------------- ---------- ------------- ---------------- ------------- ----
Robert I. Toll 30,000 529,125 1,576,250 (E) 17,915,231 (E)
562,500 (U) 3,596,875 (U)
Zvi Barzilay 100,000 2,269,235 500,700 (E) 6,171,750 (E)
210,000 (U) 1,578,688 (U)
Joel H. Rassman 57,200 1,314,235 257,000 (E) 3,191,839 (E)
90,000 (U) 789,344 (U)
(1) No SARs were exercised during the last fiscal year or held as of October
31, 2001.
(2) Represents, with respect to each share, the closing price of $31.16 per
share of the Company's common stock as reported on the New York Stock
Exchange on October 31, 2001 less the exercise price payable for the share.
-21-
Compensation Committee Interlocks and Insider Participation
The Company's Executive Compensation Committee determines the compensation
of the Company's executive officers. The only individuals who served as a member
of the Executive Compensation Committee during the fiscal year ended October 31,
2001 are the current members of the committee. The current members of the
Executive Compensation Committee are Carl B. Marbach and Paul E. Shapiro,
neither of whom is an officer or employee, or former officer, of the Company or
any subsidiary of the Company. The Executive Compensation Committee administers
the Cash Bonus Plan, the Executive Officer Cash Bonus Plan and the Company's
stock option plans and determines the salaries of the Chief Executive Officer,
the Chief Operating Officer and Chief Financial Officer.
In order to help provide for an orderly market in the Company's common
stock in the event of the death of either Robert I. Toll or Bruce E. Toll (the
"Tolls"), or both of them, the Company and the Tolls have entered into
agreements in which the Company has agreed to purchase from the estate of each
of the Tolls $10 million of the Company's common stock (or a lesser amount under
certain circumstances), at a price equal to the greater of fair market value (as
defined) or book value (as defined). Each of the Tolls has agreed to allow the
Company to purchase $10 million of life insurance on his life. In addition, each
of the Tolls has granted to the Company, at no cost to it, an option to purchase
up to an additional $30 million (or a lesser amount under certain circumstances)
of common stock from his estate. The agreements expire in October 2005.
In addition to the performance of their duties for the Company, the Tolls
have engaged, and continue to engage, in certain other businesses in real
estate. These businesses include the purchase, sale and management of townhome,
apartment, condominium, commercial and industrial real estate projects for
rental. The Company leases, at what it believes to be competitive market rates,
certain office space from a business controlled by Robert I. Toll, Bruce E.
Toll, Zvi Barzilay and Joel H. Rassman. During the last fiscal year, the Company
paid to such business approximately $57,000 in rent. The Company provided
services to other businesses controlled by the Tolls during the fiscal year,
which were billed at cost and paid throughout the year. The largest amount due
the Company from these businesses at any time during the year was approximately
$12,000. No amounts were due the Company from these businesses at October 31,
2001. These transactions are reviewed and monitored by the Audit Committee. In
addition to the foregoing, Mr. Robert I. Toll has agreed, with the approval of
the Executive Compensation Committee, to reimburse the Company for one-half of
the costs of an employee of the Company who provides Mr. Toll with investment
advice.
In order to take advantage of commercial real estate opportunities which
may present themselves from time to time, the Company formed Toll Brothers
Realty Trust (the "Trust") in 1998. The Trust is effectively owned one-third by
the Company, one-third by a number of senior executives and/or directors,
including Robert I. Toll, Bruce E. Toll (and certain members of his family), Zvi
Barzilay(and certain members of his family) and Joel H. Rassman, and one-third
by the Pennsylvania State Employees Retirement System (collectively, the
"Trustholders"). In June 2000, the Trustholders entered into an agreement
pursuant to which the owner(s) of each one-third interest agreed to invest
additional capital in an amount not to exceed $9,259,000 if required by the
Trust. As of January 31, 2002, no additional capital investment had been
required pursuant to this commitment, which expires in June 2002. At October 31,
2001, the Company's investment in the Trust was $7,471,000.
-22-
The Company provides development, finance and management services to the
Trust. During fiscal 2001, the Company earned $1,672,000 in fees for these
services. The Company also incurs certain costs on behalf of the Trust for which
the Company is reimbursed by the Trust. These fees and reimbursements were paid
to the Company throughout the year. The amount due the Company for fees and
reimbursements as of October 31, 2001, was approximately $200,000. The largest
amount due the Company from the Trust at any time during the last fiscal year
was approximately $564,000.
Compensation of Directors
Each non-employee director receives $4,000 for each full-day meeting
attended, $2,000 for each half-day meeting attended and $1,500 for each
telephonic meeting or committee meeting in which he participated. In addition,
each non-employee director receives an annual grant of options for 15,000 shares
of the Company's common stock under the 1993 Plan or the 1998 Plan. Each
non-employee director who is a member of the Audit Committee and participates in
at least one meeting during the year also receives an annual grant of options
for 1,000 shares of common stock. Each non-employee director who is a member of
an eligible committee (as determined by the Board of Directors from time to
time), other than the Audit Committee, and participates in at least one meeting
during the year receives an annual grant of options for 500 shares of common
stock. No non-employee director may receive grants for service on more than
three committees other than the Audit Committee in any fiscal year.
On March 5, 1998, the Company and Mr. Bruce E. Toll entered into two
agreements relating to Mr. Toll's withdrawal from day to day operations of the
business (collectively the "Agreements"). The Agreements provided that (among
other items) during the three-year term which commenced on November 1, 1998 and
ended on October 31, 2001 (the "Consulting Term"), Mr. Toll would (a) make
himself available to the Company on a reasonable basis to consult with the
Company concerning matters within his knowledge and expertise, (b) not compete
with the Company as described in the Agreements, and (c) agree to vote the
shares of the Company's common stock owned by him as recommended by the
Company's management or Board of Directors until the later of March 15, 2002 or
until Mr. Toll no longer serves on the Board of Directors of the Company. The
Company agreed to pay Mr. Toll the sum of $500,000 during each year of the
Consulting Term as well as provide group health insurance of a type and amount
consistent with insurance provided to Company executives for himself, and his
beneficiaries who were covered on March 5, 1998, without charge, and for all
other children provided that the premium costs that the Company is permitted to
charge under COBRA for such coverage are paid by Mr. Toll for those children.
The Company paid $7,078 in fiscal 2001 for Mr. Toll's health insurance. In June
2000, the Company and Mr. Toll amended the Agreements to terminate Mr. Toll's
obligation to vote the shares of the Company's common stock owned by him
referred to above and to extend the Consulting Term until October 31, 2004.
In addition, during fiscal 2001, the Company provided Bruce E. Toll
additional benefits of approximately $63,800 for income tax preparation
services, club dues, contributions to the Company's 401(k) plan and other
miscellaneous items.
-23-
In December 2000, the Board of Directors approved the purchase of a
split-dollar life insurance policy for the benefit of Bruce E. Toll. The Company
paid $6,343 in premiums for the term life portion of a split-dollar life
insurance policy for Mr. Toll, and paid $284,214 in premiums for the non-term
portion of the split dollar life insurance policy for which the Company expects
to receive a refund upon the first to occur of certain events described in the
policy.
Item 14: Exhibits
Exhibit Number Description
-------------- -----------
99.1 Certification of Robert I. Toll pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
99.2 Certification of Joel H. Rassman pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
-24-
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) 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 in the Township of
Lower Moreland, Commonwealth of Pennsylvania, on September 6, 2002.
Toll Brothers, Inc.
(Registrant)
By: /s/ Joel H. Rassman
-------------------
Joel H. Rassman
Executive Vice President, Treasurer
and Chief Financial Officer
-25-
CERTIFICATION
I, Robert I. Toll, Chief Executive Officer of Toll Brothers, Inc., certify that:
1. I have reviewed this annual report on Form 10-K/A of Toll Brothers, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report.
Date: September 6, 2002 By: /s/ Robert I. Toll
------------------
Robert I. Toll
Chief Executive Officer
-26-
CERTIFICATION
I, Joel H. Rassman, Chief Financial Officer of Toll Brothers, Inc., certify
that:
1. I have reviewed this annual report on Form 10-K/A of Toll Brothers, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.
Date: September 6, 2002 By: /s/ Joel H. Rassman
-------------------
Joel H. Rassman
Chief Financial Officer
Exhibit Index
Exhibit Number Description
--------------
99.1* Certification of Robert I. Toll pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
99.2* Certification of Joel H. Rassman pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
* Filed electronically herewith
-27-