Prepared and filed by St Ives Burrups

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AbeO6w8kMnUZ3fYl13dWqhY4DMUWRp+dwDTJWhGw9477FmplHsG+KsFChxKCBjsa ON7hukSwrbBHGv1Q3FL9Tg== 0000950116-04-003724.txt : 20041209 0000950116-04-003724.hdr.sgml : 20041209 20041209131037 ACCESSION NUMBER: 0000950116-04-003724 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20041209 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041209 DATE AS OF CHANGE: 20041209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOLL BROTHERS INC CENTRAL INDEX KEY: 0000794170 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 232416878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09186 FILM NUMBER: 041192631 BUSINESS ADDRESS: STREET 1: 3103 PHILMONT AVE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 BUSINESS PHONE: 2159388000 MAIL ADDRESS: STREET 1: 3103 PHILMONT AVENUE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 8-K 1 eight-k.htm 8-K Prepared and filed by St Ives Burrups

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 9, 2004

Toll Brothers, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-09186	23-2416878

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3103 Philmont Avenue, Huntingdon Valley, PA			19006

(Address of Principal Executive Offices)			(Zip Code)

Registrant's telephone number, including area code: (215) 938-8000

(Former Name or Former Address if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02. Results of Operations and Financial Condition.

On December 9, 2004, Toll Brothers, Inc. issued a press release which contained Toll Brothers, Inc.’s results of operations for its three-month and 12-month periods ended October 31, 2004, a copy of which release is attached hereto as Exhibit 99.1 to this report.

The information hereunder shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01. Regulation FD Disclosure

On December 9, 2004, Toll Brothers, Inc. will host a conference call for investors to discuss the results of operations for its three-month and 12-month periods ended October 31, 2004 and 2003, and to discuss the expected results of operations for its fiscal year 2005. A summary of the guidance to be given for its expected results of operations for fiscal 2005 is attached hereto as Exhibit 99.2 to this report.

The information hereunder shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(c). Exhibits.

The following Exhibits are furnished as part of this Current Report on Form 8-K:

Exhibit No.	Item

99.1*	Press release of Toll Brothers, Inc. dated December 9, 2004 announcing its financial results for the three-month and 12-month periods ended October 31, 2004.

99.2*	Outline of guidance to be given by Toll Brothers, Inc. on its conference call of December 9, 2004 related to expected results of operations for each of its four quarters and fiscal year ending October 31, 2005.


•	Filed electronically herewith.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TOLL BROTHERS, INC.

Dated: December 9, 2004	By:	Joseph R. Sicree

		Joseph R. Sicree Vice President, Chief Accounting Officer

GRAPHIC 2 emptybox.gif GRAPHIC begin 644 emptybox.gif M1TE&.#EA#``,`/?^``````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*" M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1 MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@ MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^ MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ M^OO[^_S\_/W]_?[^_O___R'Y!`$``/X`+``````,``P`!P@Z`/\)'$APX)L? M"!,J_/<#F;B'$!\:8"BNX,`#%"T*Q/BCHD:.'BV"U/AOY,>,)SN2Y&C@@,N7 &+@$$!``[ ` end EX-99 3 ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 December 9, 2004 fcooper@tollbrothersinc.com Joseph R. Sicree (215) 938-8045 jsicree@tollbrothersinc.com TOLL BROTHERS REPORTS RECORD 4TH QTR 2004 EPS OF $2.22, UP 87% VS 4TH QTR 2003 ------------------------------------------------------------------------------ RECORD 4TH QTR NET INCOME OF $180.6 MILLION RISES 93% ----------------------------------------------------- RECORD FISCAL YEAR 2004 EPS OF $5.04 GROWS 47% ---------------------------------------------- RECORD FY 2004 NET INCOME INCREASES 57% TO $409.1 MILLION --------------------------------------------------------- TOLL PROJECTS NET INCOME GROWTH OF MORE THAN 40% IN FY 2005 ----------------------------------------------------------- AND FY 2005 REVENUES OF $5.0 BILLION TO $5.35 BILLION ----------------------------------------------------- Huntingdon Valley, PA, December 9, 2004 -- Toll Brothers, Inc., (NYSE:TOL) (www.tollbrothers.com), the nation's leading builder of luxury homes, today reported record fourth-quarter and fiscal-year-end results for earnings, revenues, contracts and backlog for the period ended October 31, 2004. The Company's fourth-quarter earnings, revenues and backlog were the highest for any quarter in its history. In addition to its earnings results, the Company announced record revenues for FY 2004's fourth quarter of $1.46 billion, which rose 62%, and record contracts of $1.53 billion, which rose 51% versus Fiscal 2003's fourth quarter. For its full Fiscal 2004, the Company announced record revenues of $3.89 billion, which grew 40%; record contracts of $5.64 billion, which grew 62%; and a record fiscal year-end backlog of $4.43 billion, which grew 68% versus Fiscal 2003. Robert I. Toll, chairman and chief executive officer, stated: "Demand remained tremendous for Toll Brothers homes throughout Fiscal 2004 (and has continued through the first five weeks of our Fiscal 2005). With more communities and more product lines than ever before, we produced record results across the board while enjoying strong pricing power in the lot-constrained, affluent markets where we operate. "With our record backlog and the current strength of demand, we enter Fiscal 2005 with great optimism. Based on projected home building revenues of between $5.0 billion and $5.35 billion, we believe net income will grow at least 40% in Fiscal 2005. "With demand outpacing supply in most of our affluent markets, we believe the 60,000 lots we now control represent a five-to-six year pipeline for continued growth. Since we plan to continue increasing our selling communities over the coming years, we believe we are positioned to produce net income and revenue growth of at least 20% in Fiscal 2006 and subsequent years." *more* Toll Brothers will be broadcasting live via the Investor Relations section of its website, WWW.TOLLBROTHERS.COM, a conference call hosted by Chairman and Chief Executive Officer Robert I. Toll at 2:00 p.m. (EST) today, December 9, 2004, to discuss these results and its outlook for fiscal 2005. Prior to this conference call, the Company intends to file a Form 8-K with the Securities and Exchange Commission containing its guidance for expected results of operations for Fiscal 2005 which will be discussed on the call. To access the call, enter the Toll Brothers website, then click on the Investor Relations page, and select "Conference Calls". Participants are encouraged to log on at least fifteen minutes prior to the start of the presentation to register and download any necessary software. The call can be heard live with an on-line replay which will follow and continue through January 31, 2005. Toll Brothers' financial highlights for the three-month and twelve-month periods ended October 31, 2004: o FY 2004's fourth-quarter net income of $180.6 million ($2.22 per share diluted) grew 93% versus FY 2003's fourth-quarter net income of $93.4 million ($1.19 per share diluted), the previous fourth-quarter record. o FY 2004's twelve-month net income of $409.1 million ($5.04 per share diluted) grew 57% versus FY 2003's twelve-month net income of $259.8 million ($3.44 per share diluted). This was the Company's twelfth consecutive year of record earnings. o FY 2004 fourth-quarter revenues of $1.46 billion, the highest quarter in the Company's history, grew 62% over FY 2003's fourth-quarter revenues of $903.4 million. FY 2004 fourth-quarter home building revenues of $1.44 billion (2,395 homes), also the highest quarter in the Company's history, increased 62% over FY 2003's fourth-quarter home building revenues of $893.7 million (1,578 homes), the previous fourth-quarter record. Revenues from land sales totaled $1.6 million for FY 2004's fourth quarter compared to $6.4 million in FY 2003's. o FY 2004 twelve-month revenues of $3.89 billion exceeded by 40% FY 2003's twelve-month revenues of $2.78 billion. This was the Company's thirteenth consecutive year of record revenues. FY 2004 twelve-month home building revenues of $3.84 billion (6,627 homes) increased 41% over FY 2003's twelve-month home building revenues of $2.73 billion (4,911 homes), the previous record. FY 2004 revenues from land sales for the twelve-month period totaled $22.5 million compared to $27.4 million in the same period in FY 2003. o In addition, in the Company's fiscal 2004 fourth-quarter and twelve-month periods, unconsolidated entities in which the Company had an interest delivered revenues of $36.9 million (89 homes) and revenues of $52.4 million (130 homes), respectively, compared to $3.7 million (12 homes) and $12.0 million (38 homes), respectively, in the same periods of fiscal 2003. The Company's share of the profits from the delivery of these homes is included in `Equity Earnings in Unconsolidated Entities' on the Company's Income Statement. o The Company's FY 2004 fourth-quarter contracts of $1.53 billion (2,248 homes), grew by 51% over FY 2003's fourth-quarter contracts of $1.02 billion (1,749 homes), the previous fourth-quarter record. In addition, in fourth-quarter 2004, unconsolidated entities in which the Company had an interest signed contracts of $41.3 million (91 homes). *more* o FY 2004's twelve-month contracts of $5.64 billion (8,684 homes), which was the Company's fourteenth consecutive year of record contracts, grew by 62% over FY 2003's twelve-month total of $3.48 billion (6,132 homes). In addition, in the twelve-month FY 2004 period, unconsolidated entities in which the Company had an interest signed contracts of $123.5 million (289 homes). o FY 2004 fourth-quarter-end backlog of $4.43 billion (6,709 homes), the highest in the Company's history, increased 68% over FY 2003's record fourth-quarter-end backlog of $2.63 billion (4,652 homes), the previous fourth-quarter record. In addition, at the end of fiscal 2004, unconsolidated entities in which the Company had an interest had a backlog of $75.8 million (174 homes). Toll Brothers, Inc. is the nation's leading builder of luxury homes. The Company began business in 1967 and became a public company in 1986. Its common stock is listed on the New York Stock Exchange and the Pacific Exchange under the symbol "TOL". The Company serves move-up, empty-nester, active-adult and second-home home buyers and operates in 21 states: Arizona, California, Colorado, Connecticut, Delaware, Florida, Illinois, Massachusetts, Maryland, Michigan, Nevada, New Hampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Texas, and Virginia. Toll Brothers builds luxury single-family detached and attached home communities, master planned luxury residential resort-style golf communities and urban low, mid- and high-rise communities, principally on land it develops and improves. The Company operates its own architectural, engineering, mortgage, title, land development and land sale, golf course development and management, home security, landscape, cable T.V. and broadband Internet delivery subsidiaries. The Company also operates its own lumber distribution, and house component assembly and manufacturing operations. Toll Brothers is the only publicly traded national home building company to have won all three of the industry's highest honors: America's Best Builder from the National Association of Home Builders, the National Housing Quality Award and Builder of the Year. For more information visit WWW.TOLLBROTHERS.COM. Certain information included herein and in other Company reports, SEC filings, statements and presentations is forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements concerning anticipated operating results, financial resources, changes in revenues, changes in profitability, interest expense, growth and expansion, anticipated income from joint ventures and the Toll Brothers Realty Trusts Group, the ability to acquire land, the ability to secure governmental approvals and the ability to open new communities, the ability to sell homes and properties, the ability to deliver homes from backlog, the average delivered price of homes, the ability to secure materials and subcontractors, the ability to maintain the liquidity and capital necessary to expand and take advantage of future opportunities, and stock market valuations. Such forward-looking information involves important risks and uncertainties that could significantly affect actual results and cause them to differ materially from expectations expressed herein and in other Company reports, SEC filings, statements and presentations. These risks and uncertainties include local, regional and national economic conditions, the demand for homes, domestic and international political events, uncertainties created by terrorist attacks, the effects of governmental regulation, the competitive environment in which the Company operates, fluctuations in interest rates, changes in home prices, the availability and cost of land for future growth, the availability of capital, uncertainties and fluctuations in capital and securities markets, changes in tax laws and their interpretation, legal proceedings, the availability of adequate insurance at reasonable cost, the ability of customers to finance the purchase of homes, the availability and cost of labor and materials, and weather conditions. *more* TOLL BROTHERS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (AMOUNTS IN THOUSANDS) October 31, --------------------------- 2004 2003 ----------- ----------- ASSETS Cash and cash equivalents $ 580,863 $ 425,251 Inventory 3,878,260 3,080,349 Property, construction and office equipment, net 52,429 43,711 Receivables, prepaid expenses and other assets 146,212 113,633 Mortgage loans receivable 99,914 57,500 Customer deposits held in escrow 53,929 31,547 Investments in and advances to unconsolidated entities 93,971 35,400 ----------- ----------- $4,905,578 $3,787,391 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Loans payable $ 340,380 $ 281,697 Senior notes 845,665 546,669 Subordinated notes 450,000 620,000 Mortgage company warehouse loan 92,053 49,939 Customer deposits 291,424 176,710 Accounts payable 181,972 151,730 Accrued expenses 574,202 346,944 Income taxes payable 209,895 137,074 ----------- ----------- Total liabilities 2,985,591 2,310,763 ----------- ----------- Stockholders' equity: Preferred stock, none issued Common stock 770 770 Additional paid-in capital 200,938 190,596 Retained earnings 1,770,730 1,361,619 Treasury stock (52,451) (76,357) ----------- ----------- Total stockholders' equity 1,919,987 1,476,628 ----------- ----------- $4,905,578 $3,787,391 =========== =========== *more* TOLL BROTHERS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Amounts in thousands, except per share data)

*more* PERIOD ENDED OCTOBER 31:

*more* PERIOD ENDED OCTOBER 31:

### EX-99 4 ex99-2.txt EXHIBIT 99.2 EXHIBIT 99.2 In our fourth quarter 2004 Earnings Conference Call to be held at 2:00 P.M. (EDT) on December 9, 2004, we will provide the following guidance regarding our expected results of operations for our fiscal year ending October 31, 2005. These forecasts are subject to many risks, uncertainties and assumptions and may vary significantly from the actual results, as further noted below. Information with respect to quarterly data is subject to even greater fluctuation and risk. We undertake no obligation to publicly update the information provided due to changes in economic conditions, future events or otherwise. However, any further disclosures made on related subjects in our subsequent filings, releases or presentations should be consulted. We suggest that you listen to the conference call in its entirety. The conference call in its entirety can be heard via the Investor Relations portion of our website, www.tollbrothers.com, until January 31, 2005. For ease of reference, we have included the actual results for fiscal 2004. The columns designated as "Low" and "High" represents the low and high ends of the ranges of unit deliveries, average price, home building gross margins as a percentage of home building revenues and selling, general and administrative expenses ("SG&A") as a percentage of total revenues expected for fiscal 2005. We expect that the actual results of operations will be somewhere in between the low end and the high end of the ranges provided. Unit deliveries and average prices in fiscal 2005 are expected to be:

Home building gross margins as a percentage of home building revenues in fiscal 2005 are expected to be: 2005 Estimated 2004 ------------------------------- Actual Low High -------------- -------------- ------------- Quarter ending January 31 28.35% 28.85% 29.00% Quarter ending April 30 28.21% 29.50% 29.80% Quarter ending July 31 28.43% 30.58% 30.88% Quarter ending October 31 28.63% 31.78% 32.13% Year 28.45% 30.40% 30.70% Land sales revenues and gross margins for fiscal 2005 are expected to be approximately:

Other income for fiscal 2005 is expected to be approximately:

Income from unconsolidated entities for fiscal 2005 is expected to be approximately:

Selling, general and administrative expenses as a percentage of total revenues in fiscal 2005 are expected to be: 2005 Estimated 2004 ------------------------------ Actual Low High ---------------- ------------- ------------ Quarter ending January 31 12.82% 11.82% 11.72% Quarter ending April 30 10.97% 9.97% 9.77% Quarter ending July 31 10.23% 9.88% 9.73% Quarter ending October 31 7.58% 8.58% 8.58% Year 9.79% 9.84% 9.74% Interest expense as a percentage of total revenues for fiscal 2004 was 2.4%. Interest expense as a percentage of total revenues is expected to be approximately 2.3% for fiscal 2005. Our effective income tax rate for fiscal 2004 was 36.8% of income before income taxes. Our effective income tax rate is expected to be approximately 37% of income before income taxes for fiscal year of 2005. In-the-money stock options are included in shares outstanding using the "treasury stock method" for calculating common stock equivalents. Because we have assumed that our stock price will increase during fiscal 2005 and we expect that options will be exercised and stock will be issued under our Cash Bonus Program, the number of shares used to determine earnings per share will increase in fiscal 2005 as compared to 2004. We estimate that the share count for determining diluted earnings per share for fiscal 2005 will be: 2004 2005 Actual Estimated --------------- ------------ (in thousands) Quarter ending January 31 80,819 82,400 Quarter ending April 30 81,426 83,600 Quarter ending July 31 80,920 84,300 Quarter ending October 31 81,499 84,900 Year 81,166 83,800 FORWARD LOOKING STATEMENT Certain information included herein and in other Company reports, SEC filings, statements and presentations is forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements concerning anticipated operating results, financial resources, changes in revenues, changes in profitability, interest expense, growth and expansion, anticipated income from joint ventures and the Toll Brothers Realty Trusts Group, the ability to acquire land, the ability to secure governmental approvals and the ability to open new communities, the ability to sell homes and properties, the ability to deliver homes from backlog, the average delivered price of homes, the ability to secure materials and subcontractors, the ability to maintain the liquidity and capital necessary to expand and take advantage of future opportunities, and stock market valuations. Such forward-looking information involves important risks and uncertainties that could significantly affect actual results and cause them to differ materially from expectations expressed herein and in other Company reports, SEC filings, statements and presentations. These risks and uncertainties include local, regional and national economic conditions, the demand for homes, domestic and international political events, uncertainties created by terrorist attacks, the effects of governmental regulation, the competitive environment in which the Company operates, fluctuations in interest rates, changes in home prices, the availability and cost of land for future growth, the availability of capital, uncertainties and fluctuations in capital and securities markets, changes in tax laws and their interpretation, legal proceedings, the availability of adequate insurance at reasonable cost, the ability of customers to finance the purchase of homes, the availability and cost of labor and materials, and weather conditions. -----END PRIVACY-ENHANCED MESSAGE-----