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 5.0% 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 2021, 2020 and 2019, we recognized income from the unconsolidated entities in which we had an investment of $74.0 million, $0.9 million, and $24.9 million, respectively. The table below provides information as of October 31, 2021, regarding active joint ventures that we are invested in, by joint venture category ($ amounts in thousands): Land Home Building Rental Property Gibraltar Total Number of unconsolidated entities 12 2 32 4 50 Investment in unconsolidated entities $ 243,767 $ 12,944 $ 316,580 $ 25,810 $ 599,101 Number of unconsolidated entities with funding commitments by the Company 9 — 9 1 19 Company’s remaining funding commitment to unconsolidated entities $ 173,786 $ — $ 50,800 $ 23,424 $ 248,010 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, 2021, regarding the debt financing obtained by category ($ amounts in thousands): Land Rental Property Total Number of joint ventures with debt financing 7 27 34 Aggregate loan commitments $ 422,446 $ 2,351,156 $ 2,773,602 Amounts borrowed under commitments $ 328,173 $ 1,342,918 $ 1,671,091 More specific and/or recent information regarding our investments in and future commitments to these entities is provided below. New Joint Ventures In August 2021, we announced a strategic partnership with Equity Residential, an NYSE-listed company focused on the acquisition, development and management of residential rental properties, to selectively acquire and develop sites for new rental apartment communities in metro Boston, MA; Atlanta, GA; Austin, TX; Denver, CO; Orange County/San Diego, CA; Seattle, WA; and Dallas-Fort Worth, TX. The strategic partnership has an initial term of three years. For selected projects, Equity Residential is expected to invest 75% of the equity and Toll Brothers is expected to invest the remaining 25% of the equity. It is expected that each project will also be financed with approximately 60% leverage. Equity Residential will have the option to acquire each property upon stabilization. The parties have targeted an initial minimum co-investment of $733.0 million in combined equity, or $1.83 billion in aggregate value, assuming 60% leverage. In connection with this strategic partnership, our apartment living division will act as the managing member of each project, overseeing approvals, design and construction for which we will receive development, construction management, and financing fees, as well as a promoted interest to be realized upon the sale of each property. We have agreed, with limited exceptions, to develop apartment projects exclusively with Equity Residential in the designated metro markets. In connection with this strategic partnership, Equity Residential will receive fees for property management, leasing and marketing services, as well as construction oversight. In the fourth quarter of fiscal 2021, we entered into three joint ventures with Equity Residential under this arrangement. The table below provides information on joint ventures entered into during fiscal 2021 ($ amounts in thousands): Land Development Joint Ventures Rental Property Joint Ventures Number of unconsolidated joint ventures entered into during the period 6 11 Investment balance at October 31, 2021 $ 112,400 $ 112,900 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 Results of Operations and Intra-entity Transactions In fiscal 2021, 2020 and 2019, 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 $74.8 million, $10.7 million, and $3.8 million, respectively, which is included in “Income from unconsolidated entities” in our Consolidated Statements of Operations and Comprehensive Income. In fiscal 2021 and 2020, we recognized other-than-temporary impairment charges on our investments in certain Home Building Joint Ventures of $2.1 million and $6.0 million, respectively. In fiscal 2019, we recognized an other-than-temporary impairment charge on a certain Land Development Joint Venture of $1.0 million. In fiscal 2021, 2020 and 2019, we purchased land from unconsolidated entities, principally related to our acquisition of lots from our Land Development Joint Ventures, totaling $18.5 million, $17.6 million, and $137.1 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 Rental Property Joint Ventures, totaling $227.8 million, $74.1 million and $110.9 million in our fiscal 2021, 2020 and 2019. 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. Subsequent Event In November 2021, one of our Rental Property Joint Ventures sold their assets to an unrelated party for $91.0 million. In connection with such sale, the joint venture repaid its then-outstanding loan, in an aggregate principal amount of $36.9 million. We received cash of $30.5 million and expect to recognize gains of approximately $20.0 million, which will be included in “Income (loss) from unconsolidated entities” in our Consolidated Statements of Operations and Comprehensive Income for the three-month period ending January 31, 2022. 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, 2021, 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, 2021 Loan commitments in the aggregate $ 2,195,200 Our maximum estimated exposure under repayment and carry cost guarantees if the full amount of the debt obligations were borrowed $ 418,800 Debt obligations borrowed in the aggregate $ 1,092,700 Our maximum estimated exposure under repayment and carry cost guarantees of the debt obligations borrowed $ 222,000 Estimated fair value of guarantees provided by us related to debt and other obligations $ 11,000 Terms of guarantees 4 months - 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, 2021 and 2020, regarding our unconsolidated joint venture-related variable interests in VIEs ($ amounts in thousands): October 31, 2021 October 31, 2020 Number of Joint Venture VIEs that the Company is not the Primary Beneficiary (“PB”) 12 12 Investment balance in unconsolidated Joint Venture VIEs included in Investments in unconsolidated entities in our Consolidated Balance Sheets $ 105,200 $ 63,100 Our maximum exposure to losses related to loan guarantees and additional commitments provided to unconsolidated Joint Venture VIEs $ 290,600 $ 122,100 Our ownership interest in the above unconsolidated Joint Venture VIEs ranges from 20% to 50%. The table below provide information as of October 31, 2021 and 2020, regarding our consolidated joint venture-related variable interests in VIEs ($ amounts in thousands): Balance Sheet Classification October 31, 2021 October 31, 2020 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 $ 90,800 $ 163,000 Our partners’ interests in consolidated VIEs Noncontrolling interest $ 39,400 $ 46,200 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. Joint Venture Condensed Combined Financial Information The Condensed Combined Balance Sheets, as of the dates indicated, and the Condensed Combined 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 Combined Balance Sheets: October 31, 2021 Land Develop- Home Rental Property Joint Ventures Gibraltar Total Cash and cash equivalents $ 39,191 $ 28,137 $ 85,499 $ 755 $ 153,582 Inventory 820,916 98,981 — 45,065 964,962 Loan receivables, net — — — 86,727 86,727 Rental properties — — 1,496,355 — 1,496,355 Rental properties under development — — 697,659 — 697,659 Real estate owned — — — 211 211 Other assets 144,320 10,157 71,917 974 227,368 Total assets $ 1,004,427 $ 137,275 $ 2,351,430 $ 133,732 $ 3,626,864 Debt, net of deferred financing costs $ 325,973 $ — $ 1,351,646 $ — $ 1,677,619 Other liabilities 65,033 11,725 153,338 18,449 248,545 Members’ equity 613,421 125,550 846,446 115,283 1,700,700 Total liabilities and equity $ 1,004,427 $ 137,275 $ 2,351,430 $ 133,732 $ 3,626,864 Company’s net investment in unconsolidated entities (1) $ 243,767 $ 12,944 $ 316,580 $ 25,810 $ 599,101 October 31, 2020 Land Develop- Home Rental Property Joint Ventures 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 (1) Our underlying equity in the net assets of the unconsolidated entities exceeded our net investment in unconsolidated entities by $16.5 million and $29.4 million as of October 31, 2021 and 2020, respectively, and these differences 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 Combined Statements of Operations and Comprehensive Income: 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 Gain 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 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 (2) $ 18,155 $ (241) $ 53,792 $ 2,329 $ 74,035 For the year ended October 31, 2020 Land Develop- Home Rental Property Joint Ventures 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 Rental Property Joint Ventures Gibraltar Total Revenues $ 261,677 $ 374,587 $ 99,401 $ 21,377 $ 757,042 Cost of revenues 246,980 323,764 68,502 13,234 652,480 Other expenses 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 (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. |