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Investments in Unconsolidated Entities | 6 Months Ended
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Apr. 30, 2023
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 and our ownership interest in these investments ranges from 5.0% to 50%. These entities are structured as joint ventures and either: (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 and single family homes, commercial space, and a hotel (“Rental Property Joint Ventures”); or (iv) 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 April 30, 2023, 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 | 16 |  | 3 |  | 43 |  | 4 |  | 66
Investment in unconsolidated entities (1) | $ | 341,358 |  |  | $ | 66,271 |  |  | $ | 468,336 |  |  | $ | 11,678 |  |  | $ | 887,643 |
Number of unconsolidated entities with funding commitments by the Company | 9 |  | — |  | 22 |  | 1 |  |  | 32
Company’s remaining funding commitment to unconsolidated entities (2) | $ | 215,524 |  |  | $ | — |  |  | $ | 107,524 |  |  | $ | 11,570 |  |  | $ | 334,618 |
(1) Our total investment includes $104.8 million related to 13 unconsolidated joint venture-related variable interests in VIEs and our maximum exposure to losses related to these VIEs is approximately $201.2 million as of April 30, 2023. Our ownership interest in such unconsolidated Joint Venture VIEs ranges from 20% to 50%. (2) Our remaining funding commitment includes approximately $106.2 million related to our unconsolidated joint venture-related variable interests in VIEs. The table below provides information as of October 31, 2022, regarding active joint ventures that we are invested in, by joint venture category ($ amounts in thousands):
| Land Development Joint Ventures |  | Home Building Joint Ventures |  | Rental Property Joint Ventures |  | Gibraltar Joint Ventures |  | Total
Number of unconsolidated entities | 15 |  | 3 |  | 41 |  | 4 |  | 63
Investment in unconsolidated entities (1) | $ | 343,314 |  |  | $ | 49,385 |  |  | $ | 441,399 |  |  | $ | 18,216 |  |  | $ | 852,314 |
Number of unconsolidated entities with funding commitments by the Company | 9 |  | 1 |  | 18 |  | 1 |  |  | 29
Company’s remaining funding commitment to unconsolidated entities (2) | $ | 180,812 |  |  | $ | 20,072 |  |  | $ | 90,900 |  |  | $ | 12,533 |  |  | $ | 304,317 |
(1) Our total investment includes $100.2 million related to 13 unconsolidated joint venture-related variable interests in VIEs and our maximum exposure to losses related to these VIEs is approximately $200.0 million as of October 31, 2022. Our ownership interest in such unconsolidated Joint Venture VIEs ranges from 20% to 50%. (2) Our remaining funding commitment includes approximately $105.0 million related to our unconsolidated joint venture-related variable interests in VIEs. Certain joint ventures in which we have investments obtained debt financing to finance a portion of their activities. The table below provides information at April 30, 2023, regarding the debt financing obtained by category ($ amounts in thousands):
| Land Development Joint Ventures |  | Home Building Joint Ventures |  | Rental Property Joint Ventures |  |  |  | Total
Number of joint ventures with debt financing | 11 |  | 2 |  | 40 |  |  |  | 53
Aggregate loan commitments | $ | 576,959 |  |  | $ | 219,650 |  |  | $ | 3,638,795 |  |  |  |  | $ | 4,435,404 |
Amounts borrowed under loan commitments | $ | 449,637 |  |  | $ | 78,114 |  |  | $ | 2,036,446 |  |  |  |  | $ | 2,564,197 |
The table below provides information at October 31, 2022, 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 | 10 |  | 2 |  | 35 |  |  |  | 47
Aggregate loan commitments | $ | 557,185 |  |  | $ | 219,650 |  |  | $ | 3,317,261 |  |  |  |  | $ | 4,094,096 |
Amounts borrowed under loan commitments | $ | 444,306 |  |  | $ | 17,583 |  |  | $ | 1,774,567 |  |  |  |  | $ | 2,236,456 |
More specific and/or recent information regarding our investments in, advances to, and future commitments to these entities is provided below. New Joint Ventures The table below provides information on joint ventures entered into during the six-months ended April 30, 2023 ($ amounts in thousands):
| Land Development Joint Ventures |  | Rental Property Joint Ventures |  |
Number of unconsolidated joint ventures entered into during the period | 1 |  | 2 |  |
Investment balance at April 30, 2023 | $ | 11,755 |  |  | $ | 4,795 |  |  |
The table below provides information on joint ventures entered into during the six-months ended April 30, 2022 ($ amounts in thousands):
| Land Development Joint Ventures |  | Rental Property Joint Ventures | Gibraltar Joint Ventures
Number of unconsolidated joint ventures entered into during the period | 2 |  | 7 |  | 1
Investment balance at April 30, 2022 | $ | 13,816 |  |  | $ | 69,513 |  | $ | 2,093 |
Results of Operations and Intra-entity Transactions From time to time, certain of our land development and rental property joint ventures sell assets to unrelated parties or to our joint venture partner. None of our joint ventures sold assets in the three or six-month periods ended April 30, 2023 or the three-month period ended April 30, 2022. In the six-month period ended April 30, 2022, one of our joint ventures sold its assets and we recognized $21.0 million in “Income from unconsolidated entities” on our Condensed Consolidated Statements of Operations and Comprehensive Income. There were no other-than-temporary impairment charges recognized in the three-month or six-month periods ended April 30, 2023 and 2022. In the three-month periods ended April 30, 2023 and 2022, we purchased land from unconsolidated entities, principally related to our acquisition of lots from our Land Development Joint Ventures, totaling $52.4 million and $14.1 million, respectively. In the six-month periods ended April 30, 2023 and 2022, we purchased land from unconsolidated entities, principally related to our acquisition of lots from our Land Development Joint Ventures, totaling $69.1 million and $37.9 million, respectively. Our share of income from the lots we acquired was insignificant in each period. In the three-month periods ended April 30, 2023 and 2022, we sold land to unconsolidated entities, which principally involved land sales to our Rental Property Joint Ventures, totaling $8.2 million and $73.9 million, respectively. In the six-month periods ended April 30, 2023 and 2022, we sold land to unconsolidated entities, which principally involved land sales to our Rental Property Joint Ventures, totaling $8.2 million and $151.9 million, respectively. These amounts are included in “Land sales and other revenue” on our Condensed Consolidated Statements of Operations and Comprehensive Income and are generally sold at or near our land basis. 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 have guaranteed portions of debt of 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 or its partners. In some instances, we and our joint venture partner have provided joint and several guarantees in connection with loans to unconsolidated entities. In these situations, we generally seek to implement 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, we are not always successful. In addition, if the joint venture partner does not have adequate financial resources to meet its obligations under such a reimbursement agreement, we may be liable for more than our proportionate share. We believe that, as of April 30, 2023, 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. Information with respect to certain of the Company’s unconsolidated entities’ outstanding debt obligations, loan commitments and our guarantees thereon are as follows ($ amounts in thousands):
| April 30, 2023 | October 31, 2022 |  |  |
Loan commitments in the aggregate | $ | 3,181,400 |  | $ | 2,858,800 |  |  |  |
Our maximum estimated exposure under repayment and carry cost guarantees if the full amount of the debt obligations were borrowed (1) | $ | 654,400 |  | $ | 597,800 |  |  |  |
Debt obligations borrowed in the aggregate | $ | 1,436,200 |  | $ | 1,110,900 |  |  |  |
Our maximum estimated exposure under repayment and carry cost guarantees of the debt obligations borrowed | $ | 487,600 |  | $ | 390,500 |  |  |  |
Estimated fair value of guarantees provided by us related to debt and other obligations | $ | 19,000 |  | $ | 16,900 |  |  |  |
Terms of guarantees | 1 month - 3.9 years | 1 month - 3.7 years |  |  |
(1) At April 30, 2023 and October 31, 2022, our maximum estimated exposure under repayment and carry cost guarantees includes approximately $95.0 million related to our unconsolidated Joint Venture VIEs. The maximum exposure estimates presented above do not take into account any recoveries from the underlying collateral or any reimbursement from our partners. In addition, they do not include any potential exposures related to project completion guarantees or the indemnities noted above, which are not estimable. We have not made payments under any of the outstanding guarantees, nor have we been called upon to do so. Variable Interest Entities We have both unconsolidated and consolidated joint venture-related variable interests in VIEs. Information regarding our involvement in unconsolidated joint-venture related variable interests in VIEs has been disclosed throughout information presented above. The table below provides information as of April 30, 2023 and October 31, 2022, regarding our consolidated joint venture-related variable interests in VIEs ($ amounts in thousands):
| Balance Sheet Classification | April 30, 2023 | October 31, 2022
Number of Joint Venture VIEs that the Company is the primary beneficiary and consolidates |  | 6 |  | 5 |
Carrying value of consolidated VIEs assets | Inventory and investments in unconsolidated entities | $ | 84,300 |  | $ | 81,300 |
Our partners’ interests in consolidated VIEs | Noncontrolling interest | $ | 9,600 |  | $ | 9,700 |
Our ownership interest in the above consolidated Joint Venture VIEs ranges from 80% to 98%. As shown above, we are the primary beneficiary of certain 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. For other VIEs, we are not the primary beneficiary 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 partners. 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 other partners. Joint Venture Condensed Combined Financial Information The Condensed Combined Balance Sheets, as of the dates indicated, and the Condensed Combined Statements of Operations, for the periods indicated, for the unconsolidated entities in which we have an investment are included below (in thousands): Condensed Combined Balance Sheets:
| April 30, 2023 |  | October 31, 2022
Cash and cash equivalents | $ | 135,511 |  |  | $ | 254,884 |
Inventory | 1,342,879 |  |  | 1,256,215 |
Loans receivable – net | 44,807 |  |  | 48,217 |
Rental properties | 1,887,721 |  |  | 1,702,690 |
Rental properties under development | 1,596,007 |  |  | 1,413,607 |
Other assets | 364,735 |  |  | 305,250 |
Total assets | $ | 5,371,660 |  |  | $ | 4,980,863 |
Debt – net of deferred financing costs | $ | 2,555,116 |  |  | $ | 2,248,754 |
Other liabilities | 392,710 |  |  | 399,818 |
Partners’ equity | 2,423,834 |  |  | 2,332,291 |
Total liabilities and equity | $ | 5,371,660 |  |  | $ | 4,980,863 |
Company’s net investment in unconsolidated entities (1) | $ | 887,643 |  |  | $ | 852,314 |
(1) Our underlying equity in the net assets of the unconsolidated entities was less than our net investment in unconsolidated entities by $4.4 million and $18.5 million as of April 30, 2023 and October 31, 2022, respectively, and these differences are primarily a result of unrealized gains on our retained joint venture interests; distributions from entities in excess of the carrying amount of our net investment; interest capitalized on our investments; other than temporary impairments we have recognized; gains recognized from the sale of our ownership interests; and the estimated fair value of the guarantees provided to the joint ventures. Condensed Combined Statements of Operations:
| Three months ended April 30, |  | Six months ended April 30,
| 2023 |  | 2022 |  | 2023 |  | 2022
Revenues | $ | 125,397 |  |  | $ | 130,771 |  |  | $ | 237,116 |  |  | $ | 286,523 |
Cost of revenues | 78,613 |  |  | 86,219 |  |  | 137,966 |  |  | 194,701 |
Other expenses | 56,655 |  |  | 39,172 |  |  | 119,729 |  |  | 82,776 |
Total expenses | 135,268 |  |  | 125,391 |  |  | 257,695 |  |  | 277,477 |
Loss on disposition of loans and real estate owned | — |  |  | — |  |  | — |  |  | (113) |
(Loss) income from operations | (9,871) |  |  | 5,380 |  |  | (20,579) |  |  | 8,933 |
Other (loss) income (2) | (2,276) |  |  | 7,064 |  |  | (3,632) |  |  | 40,410 |
(Loss) income before income taxes | (12,147) |  |  | 12,444 |  |  | (24,211) |  |  | 49,343 |
Income tax (benefit) expense | (148) |  |  | 74 |  |  | (166) |  |  | 156 |
Net (loss) income | (11,999) |  |  | 12,370 |  |  | (24,045) |  |  | 49,187 |
Company’s (loss) income from unconsolidated entities (3) | $ | (5,302) |  |  | $ | 2,933 |  |  | $ | (9,735) |  |  | $ | 24,970 |
(2) The six months ended April 30, 2022 includes $29.9 million, related to the sale of assets by our Rental Property Joint Ventures. (3) Differences between our (loss) income from unconsolidated entities and the underlying net (loss) income of the entities are primarily a result of distributions from entities in excess of the carrying amount of our investment; promote earned on the gains recognized by joint ventures and those promoted cash flows being distributed; other than temporary impairments we have recognized; recoveries of previously incurred charges; unrealized gains on our retained joint venture interests; gains recognized from the sale of our investment to our joint venture partner; 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 equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 323 -URI https://asc.fasb.org/topic&trid=2196965 + Details
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