Equity Method Investments and Joint Ventures Disclosure | Investments in Unconsolidated EntitiesWe have investments in various unconsolidated entities and our ownership interest in these investments range from 15.8% to 50%. 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”). In fiscal 2020, 2019 and 2018, we recognized income from the unconsolidated entities in which we had an investment of $0.9 million, $24.9 million, and $85.2 million, respectively. The table below provides information as of October 31, 2020, regarding active joint ventures that we are invested in, by joint venture category ($ amounts in thousands): Land Home Building Rental Property Gibraltar Total Number of unconsolidated entities 9 4 26 7 46 Investment in unconsolidated entities $ 127,690 $ 33,819 $ 247,049 $ 22,143 $ 430,701 Number of unconsolidated entities with funding commitments by the Company 3 — 10 1 14 Company’s remaining funding commitment to unconsolidated entities $ 33,045 $ — $ 24,343 $ 17,601 $ 74,989 Certain joint ventures in which we have investments obtained debt financing to finance a portion of their activities. The table below provides information at October 31, 2020, regarding the debt financing obtained by category ($ amounts in thousands): Land Home Building Rental Property Total Number of joint ventures with debt financing 4 1 23 28 Aggregate loan commitments $ 158,823 $ 30,953 $ 1,660,496 $ 1,850,272 Amounts borrowed under commitments $ 118,071 $ 30,953 $ 1,217,614 $ 1,366,638 More specific and/or recent information regarding our investments in and future commitments to these entities is provided below. New Joint Ventures The table below provides information on joint ventures entered into during fiscal 2020 ($ amounts in thousands): Land Development Joint Ventures Rental Property Joint Ventures Number of unconsolidated joint ventures entered into during the period 1 7 Investment balance at October 31, 2020 $ 24,602 $ 80,448 The table below provides information on joint ventures entered into during fiscal 2019 ($ amounts in thousands): Land Development Joint Ventures Rental Property Joint Ventures Number of unconsolidated joint ventures entered into during the period 1 10 Investment balance at October 31, 2019 $ 5,913 $ 49,691 Number of consolidated joint ventures entered into during the period — 4 Carrying value of consolidated joint ventures’ assets at October 31, 2019 $ — $ 124,988 Noncontrolling interests in consolidated joint ventures at October 31, 2019 $ — $ 37,832 Results of Operations and Intra-entity Transactions In fiscal 2020, 2019 and 2018, certain of our rental property joint ventures sold their underlying assets to unrelated parties or to our joint venture partner. In connection with these sales, we recognized gains of $10.7 million, $3.8 million, and $67.2 million, respectively, which is included in “Income from unconsolidated entities” in our Consolidated Statements of Operations and Comprehensive Income. In fiscal 2020, we recognized other-than-temporary impairment charges on a Home Building Joint Venture of $6.0 million. In fiscal 2019 and 2018, we recognized an other-than-temporary impairment charge on certain Land Development Joint Ventures of $1.0 million and $6.0 million, respectively. In fiscal 2020, 2019 and 2018, purchases from unconsolidated entities principally related to our acquisition of lots from our Land Development Joint Ventures and were $17.6 million, $137.1 million, and $153.2 million, respectively. Our share of income from the lots we acquired was insignificant in each period. Sales to unconsolidated entities principally related to land sales to our Rental Property Joint Ventures for which we recognized gains in land sales and other revenues of $1.2 million, $9.4 million and $1.0 million in our fiscal 2020, 2019 and 2018, Consolidated Statements of Operations and Comprehensive Income, respectively. 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 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. 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 October 31, 2020, 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): October 31, 2020 Loan commitments in the aggregate $ 1,508,300 Our maximum estimated exposure under repayment and carry cost guarantees if the full amount of the debt obligations were borrowed $ 229,300 Debt obligations borrowed in the aggregate $ 1,024,700 Our maximum estimated exposure under repayment and carry cost guarantees of the debt obligations borrowed $ 179,100 Estimated fair value of guarantees provided by us related to debt and other obligations $ 6,100 Terms of guarantees 1 month - 3.5 years The maximum exposure estimates presented above do not take into account any recoveries from the underlying collateral or any reimbursement from our partners. We have not made payments under any of the guarantees, nor have we been called upon to do so. Variable Interest Entities The table below provide information as of October 31, 2020 and 2019, regarding our unconsolidated joint venture-related variable interests in VIEs ($ amounts in thousands): October 31, 2020 October 31, 2019 Number of Joint Venture VIEs that the Company is not the Primary Beneficiary (“PB”) 12 13 Investment balance in unconsolidated Joint Venture VIEs included in Investments in unconsolidated entities in our Consolidated Balance Sheets $ 63,100 $ 37,000 Our maximum exposure to losses related to loan guarantees and additional commitments provided to unconsolidated Joint Venture VIEs $ 122,100 $ 84,300 Our ownership interest in the above unconsolidated Joint Venture VIEs ranges from 20% to 50%. The table below provide information as of October 31, 2020 and 2019, regarding our consolidated joint venture-related variable interests in VIEs ($ amounts in thousands): Balance Sheet Classification October 31, 2020 October 31, 2019 Number of Joint Venture VIEs that the Company is the PB and consolidates 5 5 Carrying value of consolidated VIEs assets Receivables prepaid expenses, and other assets $ 163,000 $ 145,800 Our partners’ interests in consolidated VIEs Noncontrolling interest $ 46,200 $ 41,000 Our ownership interest in the above consolidated Joint Venture VIEs ranges from 50% to 98%. As shown above, we have concluded we are the PB 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 have concluded that we are not the PB 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 other members. Subsequent events In November 2020, we entered into a joint venture with an unrelated party to develop a for-rent residential apartment project in Cambridge, Massachusetts. Prior to the formation of this venture, we acquired the property and incurred approximately $60.1 million of land and land development costs. Our partner acquired a 75% interest in this entity for approximately $49.2 million, of which $44.0 million was distributed to us. Our initial investment is $16.4 million. Concurrent with its formation, the joint venture entered into a $141.7 million construction loan agreement to finance the development of this project. We and an affiliate of our partner provided certain guarantees under the construction loan agreement. We estimate that our maximum exposure under recourse guarantees, if the full amount of the loan commitment was borrowed, would be the $28.3 million without taking into account any recoveries from the underlying collateral or any reimbursement from our partner. In December 2020, a Rental Property Joint Venture that we previously formed in fiscal 2018 secured a $160.0 million construction loan to finance the development of a project located in Washington, D.C. We and an affiliate of our partner provided certain guarantees under the construction loan agreement. We estimate that our maximum exposure under recourse guarantees, if the full amount of the loan commitment was borrowed, would be $24.0 million without taking into account any recoveries from the underlying collateral or any reimbursement from our partner. Joint Venture Condensed Financial Information The Condensed Balance Sheets, as of the dates indicated, and the Condensed Statements of Operations and Comprehensive Income, for the periods indicated, for the unconsolidated entities in which we have an investment, aggregated by type of business, are included below (in thousands). Condensed Balance Sheets: October 31, 2020 Land Develop- Home Gibraltar Total Cash and cash equivalents $ 24,330 $ 18,106 $ 64,244 $ 2,798 $ 109,478 Inventory 303,960 198,260 — 8,780 511,000 Loan receivables, net — — — 78,576 78,576 Rental properties — — 1,244,911 — 1,244,911 Rental properties under development — — 666,386 — 666,386 Real estate owned — — — 6,752 6,752 Other assets 108,289 21,930 38,851 298 169,368 Total assets $ 436,579 $ 238,296 $ 2,014,392 $ 97,204 $ 2,786,471 Debt, net of deferred financing costs $ 117,342 $ 30,116 $ 1,220,607 $ — $ 1,368,065 Other liabilities 54,714 12,768 113,282 6,053 186,817 Members’ equity 264,523 195,412 680,503 90,735 1,231,173 Noncontrolling interest — — — 416 416 Total liabilities and equity $ 436,579 $ 238,296 $ 2,014,392 $ 97,204 $ 2,786,471 Company’s net investment in unconsolidated entities (1) $ 127,690 $ 33,819 $ 247,049 $ 22,143 $ 430,701 October 31, 2019 Land Develop- Home Gibraltar Total Cash and cash equivalents $ 23,669 $ 38,115 $ 20,647 $ 3,388 $ 85,819 Inventory 247,866 313,991 — 17,369 579,226 Loan receivables, net — — — 56,545 56,545 Rental properties — — 1,021,848 — 1,021,848 Rental properties under development — — 535,197 — 535,197 Real estate owned — — — 12,267 12,267 Other assets 96,602 78,916 36,879 364 212,761 Total assets $ 368,137 $ 431,022 $ 1,614,571 $ 89,933 $ 2,503,663 Debt, net of deferred financing costs $ 88,050 $ 132,606 $ 1,006,201 $ — $ 1,226,857 Other liabilities 49,302 33,959 84,735 7,831 175,827 Members’ equity 230,785 264,457 523,635 81,686 1,100,563 Noncontrolling interest — — — 416 416 Total liabilities and equity $ 368,137 $ 431,022 $ 1,614,571 $ 89,933 $ 2,503,663 Company’s net investment in unconsolidated entities (1) $ 110,306 $ 60,512 $ 174,292 $ 21,142 $ 366,252 (1) Differences between our net investment in unconsolidated entities and our underlying equity in the net assets of the entities amounted to $29.4 million and $30.9 million as of October 31, 2020 and 2019, respectively, and are primarily a result of other than temporary 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 and Comprehensive Income: For the year ended October 31, 2020 Land Develop- Home Gibraltar Total Revenues $ 87,174 $ 139,587 $ 111,122 $ 26,781 $ 364,664 Cost of revenues 64,810 124,899 37,770 15,762 243,241 Other expenses 2,948 15,731 117,419 1,505 137,603 Total expenses 67,758 140,630 155,189 17,267 380,844 Gain on disposition of loans and REO — — — 1,053 1,053 Income (loss) from operations 19,416 (1,043) (44,067) 10,567 (15,127) Other income (loss) 3,061 536 (448) — 3,149 Income (loss) before income taxes 22,477 (507) (44,515) 10,567 (11,978) Income tax provision (benefit) 188 (254) — — (66) Net income (loss) including earnings from noncontrolling interests 22,289 (253) (44,515) 10,567 (11,912) Plus: loss attributable to noncontrolling interest — — — 48 48 Net income (loss) attributable to controlling interest $ 22,289 $ (253) $ (44,515) $ 10,615 $ (11,864) Company’s equity (deficit) in earnings of unconsolidated entities (2) $ 11,412 $ (3,424) $ (9,389) $ 2,349 $ 948 For the year ended October 31, 2019 Land Develop- Home Gibraltar Total Revenues $ 261,677 $ 374,587 $ 99,401 $ 21,377 $ 757,042 Cost of revenues (3) 246,980 323,764 68,502 13,234 652,480 Other expenses (3) 4,752 24,633 58,928 1,880 90,193 Total expenses 251,732 348,397 127,430 15,114 742,673 Gain on disposition of loans and REO — — — 4,383 4,383 Income (loss) from operations 9,945 26,190 (28,029) 10,646 18,752 Other income 3,079 6,144 16,651 12,793 38,667 Income (loss) before income taxes 13,024 32,334 (11,378) 23,439 57,419 Income tax provision 193 457 — — 650 Net income (loss) including earnings from noncontrolling interests 12,831 31,877 (11,378) 23,439 56,769 Less: income attributable to noncontrolling interest — — — (9,593) (9,593) Net income (loss) attributable to controlling interest $ 12,831 $ 31,877 $ (11,378) $ 13,846 $ 47,176 Company’s equity (deficit) in earnings of unconsolidated entities (2) $ 6,160 $ 17,004 $ (824) $ 2,528 $ 24,868 For the year ended October 31, 2018 Land Develop- Home Gibraltar Total Revenues $ 351,397 $ 148,002 $ 121,276 $ 19,592 $ 640,267 Cost of revenues (3) 317,103 109,357 74,946 17,817 519,223 Other expenses (3) 9,385 11,742 61,502 3,201 85,830 Total expenses 326,488 121,099 136,448 21,018 605,053 Gain on disposition of loans and REO — — — 53,192 53,192 Income (loss) from operations 24,909 26,903 (15,172) 51,766 88,406 Other income 5,939 2,134 222,744 1,937 232,754 Income before income taxes 30,848 29,037 207,572 53,703 321,160 Income tax provision 86 767 — — 853 Net income including earnings from noncontrolling interests 30,762 28,270 207,572 53,703 320,307 Less: income attributable to noncontrolling interest — — — (28,297) (28,297) Net income attributable to controlling interest 30,762 28,270 207,572 25,406 292,010 Company’s equity in earnings of unconsolidated entities (2) $ 3,392 $ 14,069 $ 62,204 $ 5,575 $ 85,240 (2) Differences between our equity in earnings of unconsolidated entities and the underlying net income (loss) of the entities are primarily a result of distributions from entities in excess of the carrying amount of our investment; other than temporary impairments related to our investments in unconsolidated entities; recoveries of previously incurred charges; unrealized gains on our retained joint venture interests; gained 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. (3) Effective October 31, 2020, we reclassified sales commissions paid to third-party brokers from home sales cost of revenues to selling, general and administrative expense. Prior year periods have been reclassified to conform to the 2020 presentation. |