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 January 31, 2022, 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		Gibraltar Joint Ventures		Total
Number of unconsolidated entities	14		2		35		4		55
Investment in unconsolidated entities (1)	$	288,426	$	8,630	$	361,483	$	21,104	$	679,643
Number of unconsolidated entities with funding commitments by the Company	11		—		14		1		26
Company’s remaining funding commitment to unconsolidated entities (2)	$	108,611	$	—	$	54,383	$	25,147	$	188,141

(1) Our total investment includes $92.5 million related to 12 unconsolidated joint venture-related variable interests in VIEs and our maximum exposure to losses related to these VIEs is approximately $210.5 million as of January 31, 2022. Our ownership interest in such unconsolidated Joint Venture VIEs ranges from 20% to 50%.

Certain joint ventures in which we have investments obtained debt financing to finance a portion of their activities. The table below provides information at January 31, 2022, regarding the debt financing obtained by category ($ amounts in thousands):


	Land Development Joint Ventures		Rental Property Joint Ventures		Total
Number of joint ventures with debt financing	8		26		34
Aggregate loan commitments	$	507,427	$	2,308,554	$	2,815,981
Amounts borrowed under loan commitments	$	376,534	$	1,391,668	$	1,768,202

The table below provides information on joint ventures entered into during the three-months ended January 31, 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		4		1
Investment balance at January 31, 2022	$	13,557	$	47,569	1,641

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.

The table below provides information on joint ventures entered into during the three-months ended January 31, 2021 ($ amounts in thousands):


	Land Development Joint Ventures		Rental Property Joint Ventures
Number of unconsolidated joint ventures entered into during the period	3		2
Investment balance at January 31, 2021	$	139,033	$	14,932

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 $21.0 million and $5.9 million in the three-month periods ended January 31, 2022 and 2021, respectively. These gains are included in “Income from unconsolidated entities” in our Condensed Consolidated Statements of Operations and Comprehensive Income.

In our first quarters of fiscal 2022 and 2021, we purchased land from unconsolidated entities, principally related to our acquisition of lots from our Land Development Joint Ventures, totaling $23.8 million and $4.3 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 $78.0 million and $57.3 million in our first quarters of fiscal 2022 and 2021, 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.

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 January 31, 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):


	January 31, 2022
Loan commitments in the aggregate	$	2,307,200
Our maximum estimated exposure under repayment and carry cost guarantees if the full amount of the debt obligations were borrowed (1)	$	407,700

Debt obligations borrowed in the aggregate	$	1,259,500
Our maximum estimated exposure under repayment and carry cost guarantees of the debt obligations borrowed	$	237,200

Estimated fair value of guarantees provided by us related to debt and other obligations	$	10,900
Terms of guarantees	1 month - 3.9 years


	Balance Sheet Classification	January 31, 2022		October 31, 2021
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	$	91,800	$	90,800
Our partners’ interests in consolidated VIEs	Noncontrolling interest	$	39,500	$	39,400

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.

Condensed Combined Balance Sheets:


	January 31, 2022		October 31, 2021
Cash and cash equivalents	$	167,968	$	153,582
Inventory	1,060,893		964,962
Loans receivable, net	61,539		86,727

Rental properties	1,454,564		1,496,355
Rental properties under development	914,785		697,659

Other assets	272,758		227,579
Total assets	$	3,932,507	$	3,626,864
Debt, net of deferred financing costs	$	1,764,604	$	1,677,619
Other liabilities	264,246		248,545
Members’ equity	1,903,657		1,700,700

Total liabilities and equity	$	3,932,507	$	3,626,864
Company’s net investment in unconsolidated entities (1)	$	679,643	$	599,101

(1) Our underlying equity in the net assets of the unconsolidated entities exceeded our net investment in unconsolidated entities by $21.2 million and $16.5 million as of January 31, 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 January 31,
		2022		2021
Revenues		$	155,752	$	92,530
Cost of revenues		108,483		96,723
Other expenses		43,603		35,390
Total expenses		152,086		132,113

Income (loss) from operations		3,553		(39,583)
Other income (2)		33,347		948
Income (loss) before income taxes		36,900		(38,635)
Income tax expense (benefit)		83		(1,506)
Net income (loss) including earnings from noncontrolling interests		36,817		(37,129)
Less: income attributable to noncontrolling interest		—		(174)
Net income (loss) attributable to controlling interest		$	36,817	$	(37,303)


Company’s equity in earnings of unconsolidated entities (3)		$	22,037	$	1,194

(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 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.