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

3 Months Ended

Jan. 31, 2022

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.

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)	January 31, 2022
				Land
	Homebuilding			Development			Total
Assets:
Cash and cash equivalents	$	153,943		$	1,668		$	155,611
Inventories		451,029			-			451,029
Other assets		34,942			-			34,942
Total assets	$	639,914		$	1,668		$	641,582

Liabilities and equity:
Accounts payable and accrued liabilities	$	438,290		$	1,290			439,580
Notes payable		60,306			-			60,306
Total liabilities		498,596			1,290			499,886
Equity of:
Hovnanian Enterprises, Inc.		64,162			298			64,460
Others		77,156			80			77,236
Total equity		141,318			378			141,696
Total liabilities and equity	$	639,914		$	1,668		$	641,582
Debt to capitalization ratio		30	%		0	%		30	%

(Dollars in thousands)	October 31, 2021
				Land
	Homebuilding			Development			Total
Assets:
Cash and cash equivalents	$	132,963		$	1,972		$	134,935
Inventories		442,347			-			442,347
Other assets		34,551			-			34,551
Total assets	$	609,861		$	1,972		$	611,833

Liabilities and equity:
Accounts payable and accrued liabilities	$	386,117		$	1,681		$	387,798
Notes payable		73,994			-			73,994
Total liabilities		460,111			1,681			461,792
Equity of:
Hovnanian Enterprises, Inc.		58,460			254			58,714
Others		91,290			37			91,327
Total equity		149,750			291			150,041
Total liabilities and equity	$	609,861		$	1,972		$	611,833
Debt to capitalization ratio		33	%		0	%		33	%

As of January 31, 2022 and October 31, 2021, we had advances outstanding of $3.0 million and $2.2 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 $67.5 million and $60.9 million at January 31, 2022 and October 31, 2021, 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 assessed for recoverability, and if it is determined that a loss in value of the investment below its carrying amount is other than temporary, we write down the investment to its fair value. During the three months ended January 31, 2022 and 2021, we did not write-down any of our unconsolidated joint venture investments.

	Three Months Ended January 31, 2022
(In thousands)				Land
	Homebuilding			Development			Total

Revenues	$	69,591		$	113		$	69,704
Cost of sales and expenses		(65,582	)		(26	)		(65,608	)
Joint venture net income	$	4,009		$	87		$	4,096
Our share of net income	$	8,147		$	45		$	8,192

	Three Months Ended January 31, 2021
(In thousands)				Land
	Homebuilding			Development			Total

Revenues	$	71,464		$	263		$	71,727
Cost of sales and expenses		(71,273	)		(28	)		(71,301	)
Joint venture net income	$	191		$	235		$	426
Our share of net income	$	1,911		$	95		$	2,006

“Income 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 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” is higher or lower than the “Joint venture net income” shown in the tables above for both the three months ended January 31, 2022 and 2021, respectively, is because we have varying ownership percentages, ranging from 20% to over 50%, in our 10 and 11 unconsolidated joint ventures for both periods, 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; 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 January 31, 2022, "Our share of net income" was higher than the "Joint venture net income" due to our ability to recognize income from two of our unconsolidated joint ventures during the quarter based on the joint venture partner achieving certain return hurdles, in compliance with the joint venture agreement, and as a result, the Company was able to recognize a higher share of the unconsolidated joint ventures' calendar 2021 profit. In addition, we had previously written off our investment in one of our unconsolidated joint ventures that was generating losses for the three months ended January 31, 2022 and therefore we currently do not recognize those losses. Had we not fully written off our investment, our share of the net loss in this unconsolidated joint venture 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, this unconsolidated joint venture loss significantly reduced the profit when looking at all of our 10 unconsolidated joint ventures, 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 $2.4 million and $2.3 million for the three months ended January 31, 2022 and 2021, respectively, are recorded in “Homebuilding: Selling, general and administrative” on the Condensed Consolidated Statements of Operations.

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 30% as of January 31, 2022. 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.