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Investments in Unconsolidated Entities
9 Months Ended
Jul. 31, 2015
Investments in and Advances to Affiliates, Schedule of Investments [Abstract]  
Investments in and Advances to Affiliates, Schedule of Investments [Text Block]
Investments in Unconsolidated Entities
We have investments in various unconsolidated entities. These joint ventures (i) develop land for use by certain joint venture participants and, in other cases, for sale to other third-party builders (“Land Development Joint Ventures”); (ii) develop for-sale homes and condominiums (“Home Building Joint Ventures”); (iii) develop luxury for-rent residential apartments, commercial space, and a hotel (“Rental Property Joint Ventures”), which includes our investments in Toll Brothers Realty Trust (the “Trust”) and Toll Brothers Realty Trust II (“Trust II”); and (iv) invest in a portfolio of distressed loans and real estate (“Structured Asset Joint Venture”).
The table below provides information as of July 31, 2015, regarding active joint ventures that we are invested in, by joint venture category ($ amounts in thousands):
 
Land
Development
Joint Ventures
 
Home Building
Joint Ventures
 
Rental Property
Joint Ventures
 
Structured
Asset
Joint Venture
 
Total
Number of unconsolidated entities
7
 
3
 
10
 
1
 
21
Investment in unconsolidated entities
$
140,526

 
$
74,156

 
$
106,425

 
$
13,818

 
$
334,925

Number of unconsolidated entities with funding commitments by the Company
4
 
2
 
4
 

 
10
Company's remaining funding commitment to unconsolidated entities
$
31,335

 
$
25,768

 
$
14,189

 
$

 
$
71,292


Certain joint ventures in which we have investments obtained debt financing to finance a portion of their activities. The table below provides information at July 31, 2015, regarding the debt financing obtained by category ($ amounts in thousands):
 
Land
Development
Joint Ventures
 
Home Building
Joint Ventures
 
Rental Property
Joint Ventures
 
Total
Number of joint ventures with debt financing
3
 
2
 
8
 
13
Aggregate loan commitments
$
175,000

 
$
222,000

 
$
733,759

 
$
1,130,759

Amounts borrowed under commitments
$
99,038

 
$
93,584

 
$
469,031

 
$
661,653


More specific and/or recent information regarding our investments in, advances to, and future commitments to these entities is provided below; such activity is also included in the summary information provided above.
Land Development Joint Ventures
See Note 15, “Commitments and Contingencies,” for information regarding land purchase agreements that we have with our Land Development Joint Ventures.
In the first quarter of fiscal 2015, we obtained approximately 48 home sites from a Land Development Joint Venture in consideration of our previous investment in the joint venture. In the third quarter of fiscal 2014, we obtained approximately 515 home sites from this venture. We have a commitment to this joint venture to fund approximately $17.0 million, which represents our expected share of the major infrastructure improvements related to this community. Contributions to this joint venture related to these improvements will be included in “Inventory” in our Condensed Consolidated Balance Sheets when they are actually made.
Home Building Joint Ventures
In the first quarter of fiscal 2015, we entered into a joint venture with an unrelated party to complete the development of a high-rise luxury condominium project in New York City on property that we owned. We contributed $15.9 million as our initial contribution for a 25% interest in this joint venture. We sold the property to the joint venture for $78.5 million, and we were reimbursed for development and construction costs incurred by us prior to the sale. The gain of $9.3 million that we achieved on the sale was deferred and will be recognized in our results of operations as units are sold and delivered to the ultimate home buyer. At July 31, 2015, we had an investment of $16.7 million in this joint venture. The joint venture entered into a construction loan agreement of $124.0 million to fund the land purchase and a portion of the cost of the development of the property. At July 31, 2015, the joint venture had $60.4 million borrowed under the construction loan.
We have an investment in a joint venture in which we have a 50% interest to develop a high-rise luxury condominium project in conjunction with a luxury hotel in New York City being developed by a related joint venture discussed below in Rental Property Joint Ventures. At July 31, 2015, we had invested $32.8 million in this joint venture and expect to make additional investments of approximately $17.5 million for the development of this project. In November 2014, this joint venture, along with the related hotel joint venture, entered into a $160.0 million construction loan agreement to complete the construction of the condominiums and hotel. At July 31, 2015, this joint venture had $33.2 million of outstanding borrowings under the loan agreement.
We had invested in a joint venture in which we have a 50% voting interest to develop 400 Park Avenue South, a high-rise luxury for-sale/rental project in New York City. Pursuant to the terms of the joint venture agreement, with the completion of the construction of the building’s structure in the third quarter of fiscal 2015, we acquired, with no additional consideration due from us, ownership of the top 18 floors of the building to sell, for our own account, luxury condominium units. Our partner received ownership of the lower floors containing residential rental units and retail space, with no additional consideration due from them. Upon our acquisition of the top 18 floors of the building, we transferred our investment of $132.3 million in this joint venture from “Investments in unconsolidated entities” on our Condensed Consolidated Balance Sheets to “Inventory.”
Rental Property Joint Ventures
In the second quarter of fiscal 2015, we entered into two joint ventures with an unrelated party to develop luxury for-rent residential apartment buildings. Prior to the formation of these joint ventures, we acquired the properties, through two 100%-owned entities, and incurred $18.8 million of land and land development costs. Our partner acquired a 75% interest in each of these entities for $14.5 million, of which $1.4 million was unpaid as of July 31, 2015. At July 31, 2015, we had a combined investment of $6.4 million and funding commitments of $4.0 million in these ventures. In addition, in the second quarter of fiscal 2015, one of the joint ventures entered into a $39.0 million construction loan agreement with two banks to finance the development of its apartment building. At July 31, 2015, this joint venture had no borrowings under the construction loan agreement. The second joint venture expects to enter into a construction loan agreement during the fourth quarter of fiscal 2015.
We have an investment in a joint venture in which we have a 50% interest to develop a luxury hotel in conjunction with a high-rise luxury condominium project in the urban New York market being developed by a related joint venture, discussed in Home Building Joint Ventures above. At July 31, 2015, we had invested $21.1 million in this joint venture and expect to make additional investments of approximately $9.7 million for the development of the hotel. In November 2014, this joint venture, along with the related condominium joint venture, entered into a $160.0 million construction loan agreement to complete the construction of the condominiums and the hotel. At July 31, 2015, this joint venture had $16.3 million of outstanding borrowings under the loan agreement.
In fiscal 2005, we, together with an unrelated party, formed Trust II to invest in commercial real estate opportunities. Trust II is owned 50% by us and 50% by our partner. In December 2013, Trust II sold substantially all of its assets to an unrelated party. As a result of this sale, we realized income of approximately $23.5 million in the first quarter of fiscal 2014, representing our share of the gain on the sale. Our share of the gain on sale of assets is included in “Income from unconsolidated entities” for the nine months ended July 31, 2014 in our Condensed Consolidated Statements of Operations and Comprehensive Income. In December 2013, we received a $20.0 million cash distribution from Trust II. In addition, in the first quarter of fiscal 2014, we recognized $2.9 million in previously deferred gains on our initial sales of the properties to Trust II. This gain is included in “Other income – net” for the nine months ended July 31, 2014, in our Condensed Consolidated Statements of Operations and Comprehensive Income. At July 31, 2015, we had an investment of $0.9 million in Trust II.
In 1998, prior to the formation of Trust II, we formed the Trust to invest in commercial real estate opportunities. The Trust is effectively owned one-third by us; one-third by Robert I. Toll, Bruce E. Toll (and members of his family), Douglas C. Yearley, Jr., and former members of our senior management collectively; and one-third by an unrelated party. As of July 31, 2015, our investment in the Trust was zero as cumulative distributions received from the Trust have been in excess of the carrying amount of our net investment. We provide development, finance, and management services to the Trust and recognized fees under the terms of various agreements in the amounts of $1.7 million and $2.3 million in the nine-month periods ended July 31, 2015 and 2014, respectively, and $0.5 million and $0.6 million in the three-month periods ended July 31, 2015 and 2014, respectively. In the first quarter of fiscal 2015, we received a $2.0 million distribution from the Trust, which is included in “Income from unconsolidated entities” in our Consolidated Statements of Operations and Comprehensive Income. In the second quarter of fiscal 2015, we received distributions of $4.1 million, of which $1.5 million was recognized as income. In the second quarter of fiscal 2014, the Trust refinanced the mortgage on one of its properties and distributed $36.0 million of the net proceeds from the refinancing to its partners. We received $12.0 million as our share of the proceeds and recognized this distribution as income in the second quarter of fiscal 2014.
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 and our partners have guaranteed debt of certain 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) guarantees of indemnities provided to the lender by the unconsolidated entity with regard to environmental matters; (iv) a hazardous material indemnity that holds the lender harmless for any liability it may suffer from the threat or presence of any hazardous or toxic substances at or near the property covered by a loan; and (v) indemnification of the lender from “bad boy acts” of the unconsolidated entity.
In some instances, the guarantees provided in connection with loans to an unconsolidated entity are joint and several. In these situations, we generally have 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, if a joint venture partner does not have adequate financial resources to meet its obligations under the reimbursement agreement, we may be liable for more than our proportionate share.
We believe that, as of July 31, 2015, in the event we become legally obligated to perform under a guarantee of the 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. At July 31, 2015, the unconsolidated entities that have guarantees related to debt had loan commitments aggregating $922.2 million and had borrowed an aggregate of $453.1 million. The terms of these guarantees generally range from four months to 57 months. We estimate that the maximum potential exposure under these guarantees, if the full amount of the loan commitments were borrowed, would be $922.2 million before any reimbursement from our partners. Based on the amounts borrowed at July 31, 2015, our maximum potential exposure under these guarantees is estimated to be approximately $453.1 million before any reimbursement from our partners.
In addition, we have guaranteed approximately $10.5 million of ground lease payments and insurance deductibles for three joint ventures.
As of July 31, 2015, the estimated aggregate fair value of the guarantees provided by us related to debt and other obligations of certain unconsolidated entities was approximately $4.5 million. We have not made payments under any of the guarantees, nor have we been called upon to do so.
Variable Interest Entities
At July 31, 2015, we determined that one of our joint ventures was a VIE under the guidance within ASC 810, “Consolidation.” At October 31, 2014, we had determined that three of our joint ventures were VIEs under this guidance. We have concluded that we were not the primary beneficiary of the VIEs because the power to direct the activities of these VIEs that most significantly impact their performance was shared by us and the VIEs’ other partners. 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 the other partners. The information presented below regarding the investments, commitments, and guarantees in unconsolidated entities deemed to be VIEs is also included in the information provided above.
At July 31, 2015 and October 31, 2014, our investments in unconsolidated joint ventures deemed to be VIEs, which are included in “Investments in unconsolidated entities” in the accompanying Condensed Consolidated Balance Sheets, totaled $6.3 million and $46.4 million, respectively. At July 31, 2015, the maximum exposure of loss to our investment in the unconsolidated joint venture that is a VIE is limited to our investment in the unconsolidated VIE, except with regard to $0.4 million of additional commitments to the VIE. At October 31, 2014, the maximum exposure of loss to our investment in unconsolidated joint ventures that are VIEs is limited to our investment in the unconsolidated VIEs, except with regard to $43.4 million of additional commitments to fund the joint ventures and a $9.1 million guaranty of ground lease payments.
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:
 
July 31, 2015
 
Land
Development
Joint Ventures
 
Home Building
Joint Ventures
 
Rental Property
Joint Ventures
 
Structured
Asset
Joint Venture
 
Total
Cash and cash equivalents
$
29,414

 
$
13,752

 
$
30,924

 
$
20,168

 
$
94,258

Inventory
233,488

 
299,315

 


 


 
532,803

Non-performing loan portfolio

 

 

 
32,294

 
32,294

Rental properties

 

 
269,632

 


 
269,632

Rental properties under development

 

 
353,019

 

 
353,019

Real estate owned (“REO”)

 

 

 
132,857

 
132,857

Other assets (1)
65,142

 
55,099

 
12,930

 
80,601

 
213,772

Total assets
$
328,044

 
$
368,166

 
$
666,505

 
$
265,920

 
$
1,628,635

Debt (1)
$
100,139

 
$
100,213

 
$
469,031

 
$
77,950

 
$
747,333

Other liabilities
29,548

 
62,361

 
31,586

 


 
123,495

Members’ equity
198,357

 
205,592

 
165,888

 
75,201

 
645,038

Noncontrolling interest

 

 


 
112,769

 
112,769

Total liabilities and equity
$
328,044

 
$
368,166

 
$
666,505

 
$
265,920

 
$
1,628,635

Company’s net investment in unconsolidated entities (2)
$
140,526

 
$
74,156

 
$
106,425

 
$
13,818

 
$
334,925

 
 
October 31, 2014
 
Land
Development
Joint Ventures
 
Home Building
Joint Ventures
 
Rental Property
Joint Ventures
 
Structured
Asset
Joint Venture
 
Total
Cash and cash equivalents
$
31,968

 
$
21,821

 
$
33,040

 
$
23,462

 
$
110,291

Inventory
258,092

 
465,144

 


 


 
723,236

Non-performing loan portfolio

 

 


 
57,641

 
57,641

Rental properties

 

 
140,238

 


 
140,238

Rental properties under development

 

 
327,315

 

 
327,315

Real estate owned (“REO”)

 

 

 
184,753

 
184,753

Other assets (1)
30,166

 
75,164

 
14,333

 
77,986

 
197,649

Total assets
$
320,226

 
$
562,129

 
$
514,926

 
$
343,842

 
$
1,741,123

Debt (1)
$
102,042

 
$
8,713

 
$
333,128

 
$
77,950

 
$
521,833

Other liabilities
23,854

 
56,665

 
43,088

 
177

 
123,784

Members’ equity
194,330

 
496,751

 
138,710

 
106,298

 
936,089

Noncontrolling interest

 

 


 
159,417

 
159,417

Total liabilities and equity
$
320,226

 
$
562,129

 
$
514,926

 
$
343,842

 
$
1,741,123

Company’s net investment in unconsolidated entities (2)
$
140,221

 
$
189,509

 
$
97,353

 
$
19,995

 
$
447,078

 
(1)
Included in other assets of the Structured Asset Joint Venture at July 31, 2015 and October 31, 2014 is $78.0 million of restricted cash held in a defeasance account that will be used to repay debt of the Structured Asset Joint Venture on July 25, 2017.
(2)
Differences between our net investment in unconsolidated entities and our underlying equity in the net assets of the entities are primarily a result of the acquisition price of an investment in a land development joint venture in fiscal 2012 that was in excess of our pro-rata share of the underlying equity; impairments related to our investment in unconsolidated entities; a loan made to one of the entities by us; interest capitalized on our investment; the estimated fair value of the guarantees provided to the joint ventures; and distributions from entities in excess of the carrying amount of our net investment.

Condensed Statements of Operations and Comprehensive Income:
 
For the nine months ended July 31, 2015
 
Land
Development
Joint Ventures
 
Home Building
Joint Ventures
 
Rental Property
Joint Ventures
 
Structured
Asset
Joint Venture
 
Total
Revenues
$
81,338

 
$
60,854

 
$
23,915

 
$
4,777

 
$
170,884

Cost of revenues
38,838

 
53,294

 
11,452

 
13,344

 
116,928

Other expenses
1,290

 
4,868

 
18,489

 
951

 
25,598

Total expenses
40,128

 
58,162

 
29,941

 
14,295

 
142,526

Gain on disposition of loans and REO


 


 


 
25,094

 
25,094

Income (loss) from operations
41,210

 
2,692

 
(6,026
)
 
15,576

 
53,452

Other income
62

 
602

 
4,376

 
1,709

 
6,749

Net income (loss)
41,272

 
3,294

 
(1,650
)
 
17,285

 
60,201

Less: income attributable to noncontrolling interest

 


 


 
(10,371
)
 
(10,371
)
Net income (loss) attributable to controlling interest
41,272


3,294

 
(1,650
)
 
6,914

 
49,830

Other comprehensive loss

 

 
(6
)
 

 
(6
)
Total comprehensive income (loss)
$
41,272

 
$
3,294

 
$
(1,656
)
 
$
6,914

 
$
49,824

Company’s equity in earnings of unconsolidated entities (3)
$
10,440

 
$
2,497

 
$
2,777

 
$
1,366

 
$
17,080


 
For the nine months ended July 31, 2014
 
Land
Development
Joint Ventures
 
Home Building
Joint Ventures
 
Rental Property
Joint Ventures
 
Structured
Asset
Joint Venture
 
Total
Revenues
$
129,792

 
$
39,585

 
$
24,961

 
$
6,990

 
$
201,328

Cost of revenues
68,820

 
36,264

 
10,802

 
10,607

 
126,493

Other expenses
580

 
3,727

 
25,777

 
1,239

 
31,323

Total expenses
69,400

 
39,991

 
36,579

 
11,846

 
157,816

Gain on disposition of loans and REO


 


 


 
14,534

 
14,534

Income (loss) from operations
60,392

 
(406
)
 
(11,618
)
 
9,678

 
58,046

Other income
60

 
91

 
44,735

 
2,286

 
47,172

Net income (loss)
60,452

 
(315
)
 
33,117

 
11,964

 
105,218

Less: income attributable to noncontrolling interest

 

 

 
(7,178
)
 
(7,178
)
Net income (loss) attributable to controlling interest
60,452

 
(315
)
 
33,117

 
4,786

 
98,040

Other comprehensive income

 

 
647

 

 
647

Total comprehensive income (loss)
$
60,452

 
$
(315
)
 
$
33,764

 
$
4,786

 
$
98,687

Company’s equity in earnings of unconsolidated entities (3)
$
456

 
$
266

 
$
36,678

 
$
792

 
$
38,192


 
For the three months ended July 31, 2015
 
Land
Development
Joint Ventures
 
Home Building
Joint Ventures
 
Rental Property
Joint Ventures
 
Structured
Asset
Joint Venture
 
Total
Revenues
$
49,579

 
$
24,595

 
$
8,587

 
$
1,817

 
$
84,578

Cost of revenues
22,721

 
21,936

 
4,225

 
4,496

 
53,378

Other expenses
757

 
1,992

 
5,654

 
359

 
8,762

Total expenses
23,478

 
23,928

 
9,879

 
4,855

 
62,140

Gain on disposition of loans and REO


 


 


 
1,507

 
1,507

Income (loss) from operations
26,101

 
667

 
(1,292
)
 
(1,531
)
 
23,945

Other income
51

 
261

 
239

 
355

 
906

Net income (loss)
26,152

 
928

 
(1,053
)
 
(1,176
)
 
24,851

Less: income attributable to noncontrolling interest

 


 


 
706

 
706

Net income (loss) attributable to controlling interest
26,152

 
928

 
(1,053
)
 
(470
)
 
25,557

Other comprehensive loss

 

 
40

 

 
40

Total comprehensive income (loss)
$
26,152

 
$
928

 
$
(1,013
)
 
$
(470
)
 
$
25,597

Company’s equity in earnings of unconsolidated entities (3)
$
5,059

 
$
1,039

 
$
(38
)
 
$
(108
)
 
$
5,952


 
For the three months ended July 31, 2014
 
Land
Development
Joint Ventures
 
Home Building
Joint Ventures
 
Rental Property
Joint Ventures
 
Structured
Asset
Joint Venture
 
Total
Revenues
$
17,842

 
$
16,357

 
$
7,955

 
$
3,201

 
$
45,355

Cost of revenues
6,650

 
14,438

 
3,411

 
4,125

 
28,624

Other expenses
115

 
1,680

 
4,219

 
365

 
6,379

Total expenses
6,765

 
16,118

 
7,630

 
4,490

 
35,003

Gain on disposition of loans and REO


 


 


 
8,076

 
8,076

Income (loss) from operations
11,077

 
239

 
325

 
6,787

 
18,428

Other income
54

 
(110
)
 
1,535

 
753

 
2,232

Net income (loss)
11,131

 
129

 
1,860

 
7,540

 
20,660

Less: income attributable to noncontrolling interest

 

 

 
(4,524
)
 
(4,524
)
Net income (loss) attributable to controlling interest
11,131

 
129

 
1,860

 
3,016

 
16,136

Other comprehensive loss

 

 
(82
)
 

 
(82
)
Total comprehensive income (loss)
$
11,131

 
$
129

 
$
1,778

 
$
3,016

 
$
16,054

Company’s equity in earnings of unconsolidated entities (3)
$
353

 
$
(60
)
 
$
55

 
$
602

 
$
950


(3)
Differences between our equity in earnings of unconsolidated entities and the underlying net income (loss) of the entities are primarily a result of a basis difference of an acquired joint venture interest, distributions from entities in excess of the carrying amount of our net investment, and our share of the entities’ profits related to home sites purchased by us, which reduces our cost basis of the home sites acquired.