Equity Method Investments and Joint Ventures Disclosure | Investments in Unconsolidated Entities We have investments in various unconsolidated entities and our ownership interest in these investments range from 5.0% to 50%. These entities, which are structured as joint ventures 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 October 31, 2023, 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 16 2 43 3 64 Investment in unconsolidated entities (1) $ 351,154 $ 65,285 $ 531,823 $ 10,779 $ 959,041 Number of unconsolidated entities with funding commitments by the Company 9 — 19 1 29 Company’s remaining funding commitment to unconsolidated entities (2) $ 204,438 $ — $ 184,266 $ 12,066 $ 400,770 (1) Our total investment includes $121.6 million related to 11 unconsolidated joint venture-related variable interests in VIEs and our maximum exposure to losses related to these VIEs is approximately $329.3 million as of October 31, 2023, inclusive of our investment in these joint ventures. Our ownership interest in such unconsolidated Joint Venture VIEs ranges from 25% to 50% . (2) Our remaining funding commitment includes approximately $105.4 million related to our unconsolidated joint venture-related variable interests in VIEs. The table below provides information as of October 31, 2022, regarding active joint ventures that we are invested in, by joint venture category ($ amounts in thousands): Land Home Building Rental Property Gibraltar 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 $105.0 million related to our unconsolidated joint venture-related variable interests in VIEs. Certain joint ventures in which we have investments obtained debt financing to finance a portion of their activities. The table below provides information at October 31, 2023, regarding the debt financing obtained by category ($ amounts in thousands): Land Home Building Rental Property Total Number of joint ventures with debt financing 12 2 42 56 Aggregate loan commitments $ 610,758 $ 219,650 $ 3,731,847 $ 4,562,255 Amounts borrowed under commitments $ 445,506 $ 135,723 $ 2,152,872 $ 2,734,101 The table below provides information at October 31, 2022, regarding the debt financing obtained by category ($ amounts in thousands): Land Home Building Rental Property 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 commitments $ 444,306 $ 17,583 $ 1,774,567 $ 2,236,456 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 2023 ($ amounts in thousands): Land Development Joint Ventures Rental Property Joint Ventures Number of unconsolidated joint ventures entered into during the period 1 5 Investment balance at October 31, 2023 $ 14,867 $ 59,567 Number of consolidated joint ventures entered into during the period — 1 Carrying value of consolidated joint ventures’ assets at October 31, 2023 $ — $ 10,600 Noncontrolling interests in consolidated joint ventures at October 31, 2023 $ — $ 2,700 The table below provides information on joint ventures entered into during fiscal 2022 ($ amounts in thousands): Land Development Joint Ventures Home Building Joint Ventures Rental Property Joint Ventures Gibraltar Joint Ventures Number of unconsolidated joint ventures entered into during the period 3 2 12 1 Investment balance at October 31, 2022 $ 48,600 $ 48,700 $ 132,200 2,700 Results of Operations and Intra-entity Transactions In fiscal 2023, 2022 and 2021, 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 $50.9 million, $21.0 million, and $74.8 million, respectively, which is included in “Income from unconsolidated entities” in our Consolidated Statements of Operations and Comprehensive Income. In fiscal 2023, we sold our ownership interest in one of our Rental Property Joint Ventures and recognized a gain of $16.0 million, which is included in “Income from unconsolidated entities” in our Consolidated Statements of Operations and Comprehensive Income. No similar gains were recognized in fiscal 2022 or 2021. In fiscal 2022 and 2021, we recognized other-than-temporary impairment charges on our investments in certain Home Building and Rental Property Joint Ventures of $8.0 million and $2.1 million, respectively. No other-than-temporary impairment charges were recognized in fiscal 2023. In fiscal 2023, 2022 and 2021, we purchased land from unconsolidated entities, principally related to our acquisition of lots from our Land Development Joint Ventures, totaling $110.7 million, $54.8 million, and $18.5 million, respectively. Our share of income from the lots we acquired was insignificant in each period. We sold land to unconsolidated entities, which principally involved land sales to our Home Building and Rental Property Joint Ventures, totaling $44.2 million, $434.2 million and $227.8 million in our fiscal 2023, 2022 and 2021. These amounts are included in “Land sales and other revenue” on our Consolidated Statements of Operations and Comprehensive Income and are generally sold at or near our land basis. At October 31, 2023 and 2022, we had receivables due from joint ventures totaling $12.6 million and $51.7 million, respectively, primarily related to amounts we funded on behalf of our partners that had not yet been reimbursed and amounts due to us for management fees earned. 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 October 31, 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): October 31, 2023 October 31, 2022 Loan commitments in the aggregate $ 3,341,700 $ 2,858,800 Our maximum estimated exposure under repayment and carry cost guarantees if the full amount of the debt obligations were borrowed (1) $ 688,000 $ 597,800 Debt obligations borrowed in the aggregate $ 1,643,600 $ 1,110,900 Our maximum estimated exposure under repayment and carry cost guarantees of the debt obligations borrowed $ 544,100 $ 390,500 Estimated fair value of guarantees provided by us related to debt and other obligations $ 19,500 $ 16,900 Terms of guarantees 1 month - 1 month - (1) At October 31, 2023 and 2022, our maximum estimated exposure under repayment and carry cost guarantees includes approximately $102.3 million and $95.0 million, respectively, related to our unconsolidated Joint Venture VIEs. The maximum exposure estimates presented above do not take into account any recoveries from the underlying collateral or any reimbursement from our partners, nor do they include any potential exposures related to project completion guarantees or the indemnities noted above, which are not estimable. We have not made payments under any of the outstanding guarantees, nor have we been called upon to do so. Variable Interest Entities We have both unconsolidated and consolidated joint venture-related variable interests in VIEs. Information regarding our involvement in unconsolidated joint-venture related variable interests in VIEs has been disclosed throughout information presented above. The table below provides information as of October 31, 2023 and October 31, 2022, regarding our consolidated joint venture-related variable interests in VIEs ($ amounts in thousands): Balance Sheet Classification October 31, 2023 October 31, 2022 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 and Investments in unconsolidated entities $ 89,600 $ 81,300 Our partners’ interests in consolidated VIEs Noncontrolling interest $ 10,200 $ 9,700 Our ownership interest in the above consolidated Joint Venture VIEs ranges from 82% 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 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, aggregated by type, are included below (in thousands). Condensed Combined Balance Sheets: October 31, 2023 Land Develop- Home Rental Property Joint Ventures Gibraltar Total Cash and cash equivalents $ 83,330 $ 14,124 $ 62,734 $ 1,086 $ 161,274 Inventory 1,112,382 277,438 — 35,325 1,425,145 Loan receivables, net — — — 17,024 17,024 Rental properties — — 1,907,604 — 1,907,604 Rental properties under development — — 1,804,664 — 1,804,664 Other assets 210,831 15,961 157,481 924 385,197 Total assets $ 1,406,543 $ 307,523 $ 3,932,483 $ 54,359 $ 5,700,908 Debt, net of deferred financing costs $ 445,123 $ 134,427 $ 2,132,436 $ — $ 2,711,986 Other liabilities 131,798 32,625 312,691 21,752 498,866 Members’ equity 829,622 140,471 1,487,356 32,607 2,490,056 Total liabilities and equity $ 1,406,543 $ 307,523 $ 3,932,483 $ 54,359 $ 5,700,908 Company’s net investment in unconsolidated entities (1) $ 351,154 $ 65,285 $ 531,823 $ 10,779 $ 959,041 October 31, 2022 Land Develop- Home Rental Property Joint Ventures Gibraltar Total Cash and cash equivalents $ 132,344 $ 19,628 $ 102,270 $ 642 $ 254,884 Inventory 1,047,437 168,743 — 40,035 1,256,215 Loan receivables, net — — — 48,217 48,217 Rental properties — — 1,702,690 — 1,702,690 Rental properties under development — — 1,413,607 — 1,413,607 Other assets 172,110 15,232 117,027 881 305,250 Total assets $ 1,351,891 $ 203,603 $ 3,335,594 $ 89,775 $ 4,980,863 Debt, net of deferred financing costs $ 443,061 $ 16,770 $ 1,788,923 $ — $ 2,248,754 Other liabilities 100,931 52,116 225,812 20,959 399,818 Members’ equity 807,899 134,717 1,320,859 68,816 2,332,291 Total liabilities and equity $ 1,351,891 $ 203,603 $ 3,335,594 $ 89,775 $ 4,980,863 Company’s net investment in unconsolidated entities (1) $ 343,314 $ 49,385 $ 441,399 $ 18,216 $ 852,314 (1) Our underlying equity in the net assets of the unconsolidated entities was less than our net investment in unconsolidated entities by $40.9 million and $18.5 million as of October 31, 2023 and 2022, respectively, and these differences are primarily a result of interest capitalized on our investments; the estimated fair value of the guarantees provided to the joint ventures; distributions from entities in excess of the carrying amount of our net investment; unrealized gains on our retained joint venture interests; other than temporary impairments we have recognized; and gains recognized from the sale of our ownership interests. Condensed Combined Statements of Operations and Comprehensive Income: For the year ended October 31, 2023 Land Develop- Home Rental Property Joint Ventures Gibraltar Total Revenues $ 240,365 $ 38,124 $ 238,651 $ 28,221 $ 545,361 Cost of revenues 196,924 26,583 85,328 21,031 329,866 Other expenses 13,261 7,201 233,734 1,053 255,249 Total expenses 210,185 33,784 319,062 22,084 585,115 Income (loss) from operations 30,180 4,340 (80,411) 6,137 (39,754) Other income (2) 2,500 205 102,865 241 105,811 Income before income taxes 32,680 4,545 22,454 6,378 66,057 Income tax provision (benefit) 214 367 (940) — (359) Net income $ 32,466 $ 4,178 $ 23,394 $ 6,378 $ 66,416 Company’s equity in earnings of unconsolidated entities (3) $ 13,178 $ 972 $ 34,327 $ 1,621 $ 50,098 For the year ended October 31, 2022 Land Develop- Home Rental Property Joint Ventures Gibraltar Total Revenues $ 207,179 $ 60,902 $ 192,901 $ 37,705 $ 498,687 Cost of revenues 172,921 45,087 65,387 26,229 309,624 Other expenses 8,911 4,717 165,447 1,436 180,511 Total expenses 181,832 49,804 230,834 27,665 490,135 Loss on disposition of loans and REO — — — (113) (113) Income (loss) from operations 25,347 11,098 (37,933) 9,927 8,439 Other income (2) 23,292 804 36,805 — 60,901 Income (loss) before income taxes 48,639 11,902 (1,128) 9,927 69,340 Income tax provision (benefit) 348 508 (607) — 249 Net income (loss) $ 48,291 $ 11,394 $ (521) $ 9,927 $ 69,091 Company’s equity (deficit) in earnings of unconsolidated entities (3) $ 20,402 $ 1,068 $ (335) $ 2,588 $ 23,723 For the year ended October 31, 2021 Land Develop- Home Rental Property Joint Ventures Gibraltar Total Revenues $ 110,330 $ 88,534 $ 141,373 $ 21,357 $ 361,594 Cost of revenues 81,207 105,436 61,278 10,506 258,427 Other expenses 2,622 4,887 143,050 1,947 152,506 Total expenses 83,829 110,323 204,328 12,453 410,933 Loss on disposition of loans and REO — — — (4,109) (4,109) Income (loss) from operations 26,501 (21,789) (62,955) 4,795 (53,448) Other income (2) 8,807 317 177,777 — 186,901 Income (loss) before income taxes 35,308 (21,472) 114,822 4,795 133,453 Income tax provision (benefit) 258 (875) (824) — (1,441) Net income (loss) $ 35,050 $ (20,597) $ 115,646 $ 4,795 $ 134,894 Company’s equity (deficit) in earnings of unconsolidated entities (3) $ 18,155 $ (241) $ 53,792 $ 2,329 $ 74,035 (2) Other income generated by Rental Property Joint Ventures for the years ending October 31, 2023, 2022, and 2021 include gains of $106.2 million, $29.9 million, and $177.6 million related to the sale of assets by multiple Rental Property Joint Ventures. (3) Differences between our income (loss) from unconsolidated entities and our percentage interest in 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 join 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. |