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Note 18 - Investments in Unconsolidated Homebuilding and Land Development Joint Ventures

6 Months Ended

Apr. 30, 2021

Equity Method Investments and Joint Ventures Disclosure [Text Block]

18.

Investments in Unconsolidated Homebuilding and Land Development Joint Ventures

We enter into homebuilding and land development joint ventures from time to time as a means of accessing lot positions, expanding our market opportunities, establishing strategic alliances, managing our risk profile, leveraging our capital base and enhancing returns on capital. Our homebuilding joint ventures are generally entered into with third-party investors to develop land and construct homes that are sold directly to third-party home buyers. Our land development joint ventures include those entered into with developers and other homebuilders as well as financial investors to develop finished lots for sale to the joint venture’s members or other third parties.

During the second quarter of fiscal 2021, we contributed six communities we owned, including three active communities, to two new joint ventures for $21.2 million of net cash.

During the first quarter of fiscal 2020, we contributed eight communities we owned, including four active communities, to a new joint venture for $29.8 million of net cash.

The tables set forth below summarize the combined financial information related to our unconsolidated homebuilding and land development joint ventures that are accounted for under the equity method.

(Dollars in thousands)	April 30, 2021
				Land
	Homebuilding			Development			Total
Assets:
Cash and cash equivalents	$	119,958		$	2,254		$	122,212
Inventories		465,748			-			465,748
Other assets		34,631			2			34,633
Total assets	$	620,337		$	2,256		$	622,593

Liabilities and equity:
Accounts payable and accrued liabilities	$	326,688		$	1,933		$	328,621
Notes payable		80,321			-			80,321
Total liabilities		407,009			1,933			408,942
Equity of:
Hovnanian Enterprises, Inc.		95,933			267			96,200
Others		117,395			56			117,451
Total equity		213,328			323			213,651
Total liabilities and equity	$	620,337		$	2,256		$	622,593
Debt to capitalization ratio		27	%		0	%		27	%

(Dollars in thousands)	October 31, 2020
				Land
	Homebuilding			Development			Total
Assets:
Cash and cash equivalents	$	120,107		$	3,454		$	123,561
Inventories		389,001			91			389,092
Other assets		27,062			488			27,550
Total assets	$	536,170		$	4,033		$	540,203

Liabilities and equity:
Accounts payable and accrued liabilities	$	207,277		$	2,152		$	209,429
Notes payable		117,179			-			117,179
Total liabilities		324,456			2,152			326,608
Equity of:
Hovnanian Enterprises, Inc.		102,908			1,340			104,248
Others		108,806			541			109,347
Total equity		211,714			1,881			213,595
Total liabilities and equity	$	536,170		$	4,033		$	540,203
Debt to capitalization ratio		36	%		0	%		35	%

As of April 30, 2021 and October 31, 2020, we had advances and a note receivable outstanding of $16.3 million and payables outstanding of $1.1 million, respectively, to these unconsolidated joint ventures. These amounts were included in the “Accounts payable and accrued liabilities” balances in the tables above. On our Condensed Consolidated Balance Sheets, our “Investments in and advances to unconsolidated joint ventures” amounted to $112.5 million and $103.2 million at April 30, 2021 and October 31, 2020, respectively. In some cases, our net investment in these unconsolidated joint ventures is less than our proportionate share of the equity reflected in the table above because of the differences between asset impairments recorded against our unconsolidated joint venture investments and any impairments recorded in the applicable unconsolidated joint venture. Impairments of unconsolidated joint venture investments are recorded at fair value while impairments recorded in the unconsolidated joint venture are recorded when undiscounted cash flows trigger the impairment. During the six months ended April 30, 2021 and 2020, we did not write-down any of our unconsolidated joint venture investments.

	Three Months Ended April 30, 2021
(In thousands)				Land
	Homebuilding			Development			Total

Revenues	$	91,526		$	428		$	91,954
Cost of sales and expenses		(87,696	)		(149	)		(87,845	)
Joint venture net income	$	3,830		$	279		$	4,109
Our share of net income	$	2,637		$	113		$	2,750

	Three Months Ended April 30, 2020
(In thousands)				Land
	Homebuilding			Development			Total

Revenues	$	112,812		$	3,812		$	116,624
Cost of sales and expenses		(107,453	)		(3,448	)		(110,901	)
Joint venture net income	$	5,359		$	364		$	5,723
Our share of net income	$	6,146		$	181		$	6,327

	Six Months Ended April 30, 2021
(In thousands)				Land
	Homebuilding			Development			Total

Revenues	$	162,990		$	691		$	163,681
Cost of sales and expenses		(158,969	)		(177	)		(159,146	)
Joint venture net income	$	4,021		$	514		$	4,535
Our share of net income	$	4,548		$	208		$	4,756

	Six Months Ended April 30, 2020
(In thousands)				Land
	Homebuilding			Development			Total

Revenues	$	199,776		$	7,552		$	207,328
Cost of sales and expenses		(196,004	)		(8,401	)		(204,405	)
Joint venture net income (loss)	$	3,772		$	(849	)	$	2,923
Our share of net income (loss)	$	7,616		$	(425	)	$	7,191

“Income (loss) from unconsolidated joint ventures” is reflected as a separate line in the accompanying Condensed Consolidated Statements of Operations and reflects our proportionate share of the income or loss from these unconsolidated homebuilding and land development joint ventures. The difference between our share of the income or loss from these unconsolidated joint ventures in the tables above compared to the Condensed Consolidated Statements of Operations is due primarily to the reclassification of the intercompany portion of management fee income from certain unconsolidated joint ventures and the deferral of income for lots purchased by us from certain unconsolidated joint ventures.

The reason “Our share of net income (loss)” is higher or lower than the “Joint venture net income (loss)” shown in the tables above for both the three and six months ended April 30, 2021 and 2020, respectively, is because we have varying ownership percentages, ranging from 20% to over 50%, in our 13 and 12 unconsolidated joint ventures, respectively. Therefore, depending on mix, if the unconsolidated joint ventures in which we have higher sharing percentages are more profitable than our other unconsolidated joint ventures, that results in us having a higher overall percentage of income in the aggregate than would occur if all joint ventures had the same sharing percentage and conversely, if the unconsolidated joint ventures in which we have lower sharing percentages are more profitable than our other unconsolidated joint ventures, that results in us having a lower overall percentage of income in the aggregate than would occur if all joint ventures had the same sharing percentage. For the three months ended April 30, 2021, "Our share of net income (loss)" is lower than the "Joint venture net income (loss)" due to improved performance during the quarter of the two unconsolidated joint ventures for which we have written off our investment and therefore do not recognize income (loss) from these joint ventures as discussed below, along with income on two of our newer unconsolidated joint ventures during the quarter for which we recognize a lower share percentage of the profit based on the joint venture agreements. In addition, for the six months ended April 30, 2021 and both the three and six months ended April 30, 2020, we had written off our investment in two of our unconsolidated joint ventures that are generating losses and therefore we currently do not recognize those losses. Had we not fully written off our investment, our share of the net loss in these unconsolidated joint ventures would have been approximately 50%, which would have reduced our overall share of net income across all of our unconsolidated joint ventures. As a result, these unconsolidated joint ventures losses significantly reduce the profit when looking at all of our 13 and 12 unconsolidated joint ventures, respectively, in the aggregate, without having any impact on our share of net income or loss recorded in the applicable period.

To compensate us for the administrative services we provide as the manager of certain unconsolidated joint ventures, we receive a management fee based on a percentage of the applicable unconsolidated joint venture’s revenues. These management fees, which totaled $3.0 million and $4.0 million for the three months ended April 30, 2021 and 2020, respectively, and $5.3 million and $7.7 million for the six months ended April 30, 2021 and 2020, respectively, are recorded in “Homebuilding: Selling, general and administrative” on the Condensed Consolidated Statements of Operations.

In determining whether or not we must consolidate joint ventures that we manage, we assess whether the other partners have specific rights to overcome the presumption of control by us as the manager of the joint venture. In most cases, the presumption is overcome because the joint venture agreements require that both partners agree on establishing the operations and capital decisions of the partnership, including budgets in the ordinary course of business.

Typically, our unconsolidated joint ventures obtain separate project specific mortgage financing. For some of our unconsolidated joint ventures, obtaining financing was challenging, therefore, some of our unconsolidated joint ventures are capitalized only with equity. The total debt to capitalization ratio of all our unconsolidated joint ventures was 27% as of April 30, 2021. Any unconsolidated joint venture financing is on a nonrecourse basis, with guarantees from us limited only to performance and completion of development, environmental warranties and indemnification, standard indemnification for fraud, misrepresentation and other similar actions, including a voluntary bankruptcy filing. In some instances, the unconsolidated joint venture entity is considered a VIE under ASC 810-10 “Consolidation – Overall” due to the returns being capped to the equity holders; however, in these instances, we have determined that we are not the primary beneficiary, and therefore we do not consolidate these entities.