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Investments in Unconsolidated Entities | 3 Months Ended
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Jan. 31, 2019
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities We have investments in various unconsolidated entities. These entities, which are structured as joint ventures, (i) develop land for the joint venture participants and for sale to outside builders (“Land Development Joint Ventures”); (ii) develop for-sale homes (“Home Building Joint Ventures”); (iii) develop luxury for-rent residential apartments, commercial space, and a hotel (“Rental Property Joint Ventures”), which includes our investment in Toll Brothers Realty Trust (the “Trust”); and (iv) invest in distressed loans and real estate and provide financing and land banking to residential builders and developers for the acquisition and development of land and home sites (“Gibraltar Joint Ventures”). The table below provides information as of January 31, 2019, regarding active joint ventures that we are invested in, by joint venture category ($ amounts in thousands):
| Land Development Joint Ventures |  | Home Building Joint Ventures |  | Rental Property Joint Ventures |  | Gibraltar Joint Ventures |  | Total
Number of unconsolidated entities | 7 |  | 4 |  | 17 |  | 7 |  | 35
Investment in unconsolidated entities | $ | 154,633 |  |  | $ | 63,075 |  |  | $ | 174,627 |  |  | $ | 17,039 |  |  | $ | 409,374 |
Number of unconsolidated entities with funding commitments by the Company | 3 |  | 1 |  | 1 |  | 1 |  |  | 6
Company’s remaining funding commitment to unconsolidated entities | $ | 15,869 |  |  | $ | 1,400 |  |  | $ | 1,150 |  |  | $ | 9,621 |  |  | $ | 28,040 |
Certain joint ventures in which we have investments obtained debt financing to finance a portion of their activities. The table below provides information at January 31, 2019, regarding the debt financing obtained by category ($ amounts in thousands):
| Land Development Joint Ventures |  | Home Building Joint Ventures |  | Rental Property Joint Ventures |  | Total
Number of joint ventures with debt financing | 4 |  | 3 |  | 16 |  | 23
Aggregate loan commitments | $ | 97,132 |  |  | $ | 381,116 |  |  | $ | 1,144,944 |  |  | $ | 1,623,192 |
Amounts borrowed under loan commitments | $ | 78,487 |  |  | $ | 309,556 |  |  | $ | 819,672 |  |  | $ | 1,207,715 |
More specific and/or recent information regarding our investments in, advances to, and future commitments to these entities is provided below. Land Development Joint Ventures During the three months ended January 31, 2019, our Land Development Joint Ventures sold approximately 201 lots and recognized revenues of $89.8 million. We acquired 107 of these lots for $71.2 million. Our share of the joint venture income from the lots we acquired was insignificant. During the three months ended January 31, 2018, our Land Development Joint Ventures sold approximately 249 lots and recognized revenues of $40.2 million. We acquired 30 of these lots for $3.2 million. Our share of the income of $500,000 from the lots we acquired was deferred by reducing our basis in those lots. Home Building Joint Ventures Our Home Building Joint Ventures are delivering homes in New York, New York, and Jupiter, Florida. During the three months ended January 31, 2019 and 2018, our Home Building Joint Ventures delivered 17 homes with a sales value of $27.3 million and 28 homes with a sales value of $32.6 million, respectively. Rental Property Joint Ventures As of January 31, 2019, our Rental Property Joint Ventures, including those that we consolidate, owned 20 for-rent apartment projects and a hotel, which are located in the metro Boston, Massachusetts to metro Washington, D.C. corridor; San Diego, California; Miami, Florida; Atlanta, Georgia; and Frisco, Texas. At January 31, 2019, these joint ventures had approximately 2,100 units that were occupied or ready for occupancy, 1,500 units in the lease-up stage, and 1,450 units under development. In addition, we either own, have under contract, or under a letter of intent approximately 13,050 units, of which 1,450 units are under active development; we intend to develop these units in joint ventures with unrelated parties in the future. In the first quarter of fiscal 2019, we entered into two joint ventures with unrelated parties to develop luxury for-rent residential apartment projects located in Harrison, New York and Frisco, Texas. Prior to the formation of these joint ventures, we acquired the properties and incurred approximately $41.9 million of land and land development costs. Our partners each acquired a 75% interest in these entities for an aggregate amount of $39.8 million and we recognized a gain on land sale of $8.4 million in our first quarter of fiscal 2019. At January 31, 2019, we had an aggregate investment of $12.7 million in these joint ventures. Concurrent with their formation, these joint ventures entered into construction loan agreements for an aggregate amount of $134.4 million to finance the development of these projects. At January 31, 2019, the joint ventures had no outstanding borrowings under these construction loan facilities. In addition, in the first quarter of fiscal 2019, we entered into three joint ventures with unrelated parties to develop luxury for-rent residential apartment projects located in Boston, Massachusetts, San Diego, California, and a student housing community in Miami, Florida. We contributed an aggregate of $62.4 million for our initial ownership interests in these joint ventures, which ranged from 50% to 98%. Due to our controlling financial interest, our power to direct the activities that most significantly impact the joint venture’s performance, and/or our obligation to absorb expected losses or receive benefits from these joint ventures, we consolidated these joint ventures at January 31, 2019. The carrying value of these joint ventures’ assets totaling $95.8 million are reflected in “Receivables, prepaid expenses, and other assets” in our Condensed Consolidated Balance Sheet as of January 31, 2019. Our partners’ interests aggregating $32.9 million in the joint ventures are reflected as a component of “Noncontrolling interest” in our Condensed Consolidated Balance Sheet as of January 31, 2019. These joint ventures intend to obtain additional equity investors and secure third-party financing at a later date. At such time, it is expected that these entities would no longer be consolidated. In the third quarter of fiscal 2018, we entered into a joint venture with an unrelated party to develop a 289-unit luxury for-rent residential apartment project in a suburb of Boston, Massachusetts. We contributed cash of $15.9 million for our initial 85% ownership interest in this joint venture. Due to our controlling financial interest, our power to direct the activities that most significantly impact the joint venture’s performance, and/or our obligation to absorb expected losses or receive benefits from the joint venture, we have consolidated this joint venture at January 31, 2019. The carrying value of the joint venture’s assets totaling $19.7 million are reflected in “Receivables, prepaid expenses, and other assets” in our Condensed Consolidated Balance Sheet as of January 31, 2019. Our partner’s 15% interest of $2.8 million in the joint venture is reflected as a component of “Noncontrolling interest” in our Condensed Consolidated Balance Sheet as of January 31, 2019. The joint venture intends to obtain additional equity investors and secure third-party financing at a later date. At such time, it is expected that the entity would no longer be consolidated. In the first quarter of fiscal 2018, one of our Rental Property Joint Ventures sold its assets to an unrelated party for $219.0 million. The joint venture had owned, developed, and operated a student housing community in College Park, Maryland. In connection with the sale, the joint venture’s existing $110.0 million loan was repaid. We received cash of $39.3 million and recognized a gain of $30.8 million in the three months ended January 31, 2018, which is included in “Income from unconsolidated entities” in our Condensed Consolidated Statements of Operations and Comprehensive Income. In 1998, we formed the Trust to invest in commercial real estate opportunities. The Trust is effectively owned one-third by us; one-third by current and former members of our senior management; and one-third by an unrelated party. As of January 31, 2019, our investment in the Trust was zero as cumulative distributions received from the Trust have been in excess of the carrying amount of our net investment. We provide development, finance, and management services to the Trust and recognized fees under the terms of various agreements in the amount of $0.3 million and $0.6 million in the three-month periods ended January 31, 2019 and 2018, respectively. Subsequent Event In February 2019, we entered into a joint venture with an unrelated party to develop a 263-unit student housing community in Tempe, Arizona. We contributed cash of $17.0 million for our initial 87% ownership interest in this joint venture. Due to our controlling financial interest, our power to direct the activities that most significantly impact the joint venture’s performance, and/or our obligation to absorb expected losses or receive benefits from the joint venture, we expect to consolidate this joint venture. The joint venture expects to admit an additional investor and secure third-party financing at a later date. Gibraltar Joint Ventures We, through our wholly owned subsidiary, Gibraltar Capital and Asset Management, LLC (“Gibraltar”), have entered into five ventures with an institutional investor to provide builders and developers with land banking and venture capital. These ventures will finance builders’ and developers’ acquisition and development of land and home sites and pursue other complementary investment strategies. We also are a member in a separate venture with the same institutional investor, which purchased, from Gibraltar, certain foreclosed real estate owned and distressed loans in fiscal 2016. Our ownership interest in these ventures is approximately 25%. We may invest up to $100.0 million in these ventures. As of January 31, 2019, we had an aggregate investment of $17.0 million in these ventures. Guarantees The unconsolidated entities in which we have investments generally finance their activities with a combination of partner equity and debt financing. In some instances, we and our partners have guaranteed debt of certain unconsolidated entities. These guarantees may include any or all of the following: (i) project completion guarantees, including any cost overruns; (ii) repayment guarantees, generally covering a percentage of the outstanding loan; (iii) carry cost guarantees, which cover costs such as interest, real estate taxes, and insurance; (iv) an environmental indemnity provided to the lender that holds the lender harmless from and against losses arising from the discharge of hazardous materials from the property and non-compliance with applicable environmental laws; and (v) indemnification of the lender from “bad boy acts” of the unconsolidated entity. In some instances, the guarantees provided in connection with loans to an unconsolidated entity are joint and several. In these situations, we generally have a reimbursement agreement with our partner that provides that neither party is responsible for more than its proportionate share or agreed upon share of the guarantee; however, if a joint venture partner does not have adequate financial resources to meet its obligations under the reimbursement agreement, we may be liable for more than our proportionate share. We believe that, as of January 31, 2019, in the event we become legally obligated to perform under a guarantee of an obligation of an unconsolidated entity due to a triggering event, the collateral in such entity should be sufficient to repay a significant portion of the obligation. If it is not, we and our partners would need to contribute additional capital to the venture. At January 31, 2019, certain unconsolidated entities have loan commitments aggregating $1.28 billion, of which, if the full amount of the debt obligations were borrowed, we estimate $308.3 million to be our maximum exposure related to repayment and carry cost guarantees. At January 31, 2019, the unconsolidated entities had borrowed an aggregate of $861.2 million, of which we estimate $261.5 million to be our maximum exposure related to repayment and carry cost guarantees. The terms of these guarantees generally range from 5 months to 45 months. These maximum exposure estimates do not take into account any recoveries from the underlying collateral or any reimbursement from our partners. As of January 31, 2019, the estimated aggregate fair value of the guarantees provided by us related to debt and other obligations of certain unconsolidated entities was approximately $6.2 million. We have not made payments under any of the guarantees, nor have we been called upon to do so. Variable Interest Entities At January 31, 2019 and October 31, 2018, we determined that fourteen and eleven, respectively, of our joint ventures were VIEs under the guidance of ASC 810, “Consolidation.” For ten of these VIEs as of January 31, 2019 and October 31, 2018, we concluded that we were not the primary beneficiary of these VIEs because the power to direct the activities of such VIEs that most significantly impact their performance was either shared by us and such VIEs’ other partners or such activities were controlled by our partner. For VIEs where the power to direct significant activities is shared, business plans, budgets, and other major decisions are required to be unanimously approved by all members. Management and other fees earned by us are nominal and believed to be at market rates, and there is no significant economic disproportionality between us and the other members. The information presented below regarding the investments, commitments, and guarantees in unconsolidated entities deemed to be VIEs is also included in the information provided above. As discussed under “Rental Property Joint Ventures” above, we consolidated four joint ventures as of January 31, 2019. The carrying value of these joint ventures’ assets totaling $115.5 million is reflected in “Receivables, prepaid expenses, and other assets” in our Condensed Consolidated Balance Sheet as of January 31, 2019. Our partners’ interests aggregating $35.7 million in the joint ventures are reflected as a component of “Noncontrolling interest” in our Condensed Consolidated Balance Sheet as of January 31, 2019. These joint ventures were determined to be VIEs due to their current inability to finance their activities without additional subordinated financial support as well as our partners’ inability to participate in the significant decisions of the joint venture and their lack of substantive kick-out rights. We further concluded that we are the primary beneficiary of these VIEs due to our controlling financial interest in such ventures as we have the power to direct the activities that most significantly impact the joint ventures’ performance and the obligation to absorb expected losses or receive benefits from the joint ventures. The assets of these VIEs can only be used to settle the obligations of the VIEs. In addition, in certain of the joint ventures, in the event additional contributions are required to be funded to the joint ventures prior to the admission of any additional investor at a future date, we will fund 100% of such contributions, including our partner’s pro rata share, which we expect would be funded through an interest-bearing loan. At January 31, 2019 and October 31, 2018, our investments in the unconsolidated entities deemed to be VIEs totaled $34.6 million and $33.8 million, respectively. At January 31, 2019 and October 31, 2018, the maximum exposure of loss to our investments in these entities was limited to our investments in the unconsolidated VIEs, except with regard to $70.0 million of loan guarantees and $10.8 million of additional commitments to the VIEs. Of our potential exposure for these loan guarantees, $70.0 million is related to loan repayment and carry cost guarantees, of which $70.0 million was borrowed at January 31, 2019 and October 31, 2018. Joint Venture Condensed Financial Information The Condensed Balance Sheets, as of the dates indicated, and the Condensed Statements of Operations, for the periods indicated, for the unconsolidated entities in which we have an investment are included below (in thousands): Condensed Balance Sheets:
| January 31, 2019 |  | October 31, 2018
Cash and cash equivalents | $ | 102,587 |  |  | $ | 102,462 |
Inventory | 892,412 |  |  | 973,990 |
Loans receivable, net | 36,778 |  |  | 40,065 |
Rental properties | 879,352 |  |  | 808,785 |
Rental properties under development | 485,442 |  |  | 437,586 |
Real estate owned | 14,857 |  |  | 14,838 |
Other assets | 166,650 |  |  | 166,029 |
Total assets | $ | 2,578,078 |  |  | $ | 2,543,755 |
Debt, net of deferred financing costs | $ | 1,201,125 |  |  | $ | 1,145,998 |
Other liabilities | 184,267 |  |  | 158,570 |
Members’ equity | 1,187,758 |  |  | 1,235,974 |
Noncontrolling interest | 4,928 |  |  | 3,213 |
Total liabilities and equity | $ | 2,578,078 |  |  | $ | 2,543,755 |
Company’s net investment in unconsolidated entities (1) | $ | 409,374 |  |  | $ | 431,813 |
(1) | Differences between our net investment in unconsolidated entities and our underlying equity in the net assets of the entities are primarily a result of impairments related to our investments in unconsolidated entities; interest capitalized on our investments; the estimated fair value of the guarantees provided to the joint ventures; unrealized gains on our retained joint venture interests; gains recognized from the sale of our ownership interests; and distributions from entities in excess of the carrying amount of our net investment.
Condensed Statements of Operations:
| Three months ended January 31,
| 2019 |  | 2018
Revenues | $ | 153,230 |  |  | $ | 193,620 |
Cost of revenues | 131,755 |  |  | 148,750 |
Other expenses | 18,475 |  |  | 24,286 |
Total expenses | 150,230 |  |  | 173,036 |
Gain on disposition of loans and real estate owned | 3,694 |  |  | 14,671 |
Income from operations | 6,694 |  |  | 35,255 |
Other income | 647 |  |  | 79,363 |
Income before income taxes | 7,341 |  |  | 114,618 |
Income tax provision | 265 |  |  | 198 |
Net income including earnings from noncontrolling interests | 7,076 |  |  | 114,420 |
Less: income attributable to noncontrolling interest | (2,109 | ) |  | (6,082 | )
Net income attributable to controlling interest | $ | 4,967 |  |  | $ | 108,338 |
Company’s equity in earnings of unconsolidated entities (1) | $ | 6,140 |  |  | $ | 38,880 |
(1) Differences between our equity in earnings of unconsolidated entities and the underlying net income of the entities are primarily a result of a basis difference of an acquired joint venture interest; distributions from entities in excess of the carrying amount of our net investment; recoveries of previously incurred charges; unrealized gains on our retained joint venture interests; and our share of the entities’ profits related to home sites purchased by us which reduces our cost basis of the home sites acquired.

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- Definition The entire disclosure for the information summarizing investments in and advances to majority-owned subsidiaries, other controlled companies, and other affiliates. It reflects specified information about ownership, financial results from, and financial position in such entities. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 946 -SubTopic 320 -URI http://asc.fasb.org/subtopic&trid=2324412 + Details
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