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, which 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, 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, 2022, 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 14 2 38 4 58 Investment in unconsolidated entities (1) $ 285,070 $ 6,676 $ 383,135 $ 9,504 $ 684,385 Number of unconsolidated entities with funding commitments by the Company 11 — 15 1 27 Company’s remaining funding commitment to unconsolidated entities (2) $ 107,738 $ — $ 132,526 $ 18,799 $ 259,063 (1) Our total investment includes $84.2 million related to 13 unconsolidated joint venture-related variable interests in VIEs and our maximum exposure to losses related to these VIEs is approximately $263.1 million as of April 30, 2022. Our ownership interest in such unconsolidated Joint Venture VIEs ranges from 20% to 50% . (2) Our remaining funding commitment includes approximately $168.1 million related to our unconsolidated joint venture-related variable interests in VIEs. Certain joint ventures in which we have investments obtained debt financing to finance a portion of their activities. The table below provides information at April 30, 2022, regarding the debt financing obtained by category ($ amounts in thousands): Land Rental Property Total Number of joint ventures with debt financing 8 29 37 Aggregate loan commitments $ 507,427 $ 2,789,904 $ 3,297,331 Amounts borrowed under loan commitments $ 375,481 $ 1,492,027 $ 1,867,508 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, 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 In addition, in the first quarter of fiscal 2022, we entered into a joint venture with an unrelated party to develop a luxury for-rent residential apartment project in Washington, D.C. on land which we contributed to the venture. The land we contributed has a carrying value of $60.1 million and remains on our balance sheet under “Receivables, prepaid expenses, and other assets”. Under the terms of the joint venture agreement, our partner has the right to put their interest back to us if certain conditions are not satisfied. If those conditions are satisfied, we would expect to deconsolidate this land and recognize a land sale at that time. In the second quarter of fiscal 2022, the joint venture entered into a $162.7 million construction loan commitment agreement to finance the development of the project. As of April 30, 2022, no amounts were borrowed under this commitment. The table below provides information on joint ventures entered into during the six-months ended April 30, 2021 ($ amounts in thousands): Land Development Joint Ventures Rental Property Joint Ventures Number of unconsolidated joint ventures entered into during the period 4 3 Investment balance at April 30, 2021 $ 86,200 $ 43,700 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. In connection with these sales, we recognized gains of $11.5 million in the three -month period ended April 30, 2021 . No gains were recognized in the three-month period ended April 30, 2022. In the six-month periods ended April 30, 2022 and 2021, we recognized gains of $21.0 million and $17.5 million, respectively. These gains ar e included in “Income from unconsolidated entities” on our Condensed Consolidated Statements of Operations and Comprehensive Income. In the six-month period ended April 30, 2021, we recognized other-than-temporary impairment charges on our investments in certain Home Building Joint Ventures of $2.1 million. There were no other-than-temporary impairment charges recognized in the six-month period ended April 30, 2022 or the three-month periods ended April 30, 2022 and 2021. In the three -month periods ended April 30, 2022 and 2021, w e purchased land from unconsolidated entities, principally related to our acquisition of lots from our Land Development Joint Ventures, totaling $14.1 million and $3.5 million, respectively. In the six- month periods ended April 30, 2022 and 2021 , w e purchased land from unconsolidated entities, principally related to our acquisition of lots from our Land Development Joint Ventures, totaling $37.9 million and $7.8 million, respectively. Our share of income from the lots we acquired was insignificant in each period. In the three -month periods ended April 30, 2022 and 2021, w e sold land to unconsolidated entities, which principally involved land sales to our Rental Property Joint Ventures, totaling $73.9 million and $82.6 million, respectively. In the six- month periods ended April 30, 2022 and 2021, w e sold land to unconsolidated entities, which principally involved land sales to our Rental Property Joint Ventures, totaling $151.9 million and $140.0 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. 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, 2022, 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, 2022 Loan commitments in the aggregate $ 2,789,200 Our maximum estimated exposure under repayment and carry cost guarantees if the full amount of the debt obligations were borrowed (1) $ 481,900 Debt obligations borrowed in the aggregate $ 1,359,400 Our maximum estimated exposure under repayment and carry cost guarantees of the debt obligations borrowed $ 266,600 Estimated fair value of guarantees provided by us related to debt and other obligations $ 12,900 Terms of guarantees 1 month - 4.0 years (1) Our maximum estimated exposure under repayment and carry cost guarantees includes approximately $95.0 million related to our unconsolidated Joint Venture VIEs. The maximum exposure estimates presented above do not take into account any recoveries from the underlying collateral or any reimbursement from our partners. We have not made payments under any of the outstanding guarantees, nor have we been called upon to do so. Variable Interest Entities We have both unconsolidated and consolidated joint venture-related variable interests in VIEs. Information regarding our involvement in unconsolidated joint-venture related variable interests in VIEs has been disclosed throughout information presented above. The table below provides information as of April 30, 2022 and October 31, 2021, regarding our consolidated joint venture-related variable interests in VIEs ($ amounts in thousands): Balance Sheet Classification April 30, October 31, Number of Joint Venture VIEs that the Company is the primary beneficiary and consolidates 5 5 Carrying value of consolidated VIEs assets Receivables prepaid expenses, and other assets $ 36,000 $ 90,800 Our partners’ interests in consolidated VIEs Noncontrolling interest $ 9,700 $ 39,400 Our ownership interest in the above consolidated Joint Venture VIEs ranges from 50% to 98%. We are actively looking for additional partners for these investments and to the extent we are able to find such partners, we will reduce our ownership interest in these entities. 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 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. 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, October 31, Cash and cash equivalents $ 189,373 $ 153,582 Inventory 1,037,284 964,962 Loans receivable – net 58,547 86,727 Rental properties 1,447,011 1,496,355 Rental properties under development 1,205,474 697,659 Other assets 250,783 227,579 Total assets $ 4,188,472 $ 3,626,864 Debt – net of deferred financing costs $ 1,861,211 $ 1,677,619 Other liabilities 267,771 248,545 Members’ equity 2,059,490 1,700,700 Total liabilities and equity $ 4,188,472 $ 3,626,864 Company’s net investment in unconsolidated entities (1) $ 684,385 $ 599,101 (1) Our underlying equity in the net assets of the unconsolidated entities exceeded our net investment in unconsolidated entities by $22.1 million and $16.5 million as of April 30, 2022 and October 31, 2021, respectively, and these differences are primarily a result of other than temporary impairments we have recognized; 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 Combined Statements of Operations: Three months ended April 30, Six months ended April 30, 2022 2021 2022 2021 Revenues $ 130,771 $ 86,422 $ 286,523 $ 178,952 Cost of revenues 86,219 60,136 194,701 156,859 Other expenses 39,172 35,081 82,776 70,470 Total expenses 125,391 95,217 277,477 227,329 Loss on disposition of loans and real estate owned — (209) (113) (209) Income (loss) from operations 5,380 (9,004) 8,933 (48,586) Other income (2) 7,064 34,385 40,410 35,332 Income (loss) before income taxes 12,444 25,381 49,343 (13,254) Income tax expense (benefit) 74 (152) 156 (1,659) Net income (loss) including earnings from noncontrolling interests 12,370 25,533 49,187 (11,595) Less: income attributable to noncontrolling interest — — — (174) Net income (loss) attributable to controlling interest $ 12,370 $ 25,533 $ 49,187 $ (11,769) Company’s equity in earnings of unconsolidated entities (3) $ 2,933 $ 10,483 $ 24,970 $ 11,677 (2) The six months ended April 30, 2022 includes $29.9 million related to the sale of an asset by one Rental Property Joint Venture. The three months and six months ended April 30, 2021 includes $32.6 million related to the sale of an asset by one Rental Property Joint Venture. (3) 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; promote earned on the gains recognized by joint ventures and those promoted cash flows being distributed; other than temporary impairments |