0001406587FALSE00014065872024-07-182024-07-18

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 ______________________________
FORM 8-K
 ______________________________
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 18, 2024
 ______________________________
Forestar Group Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3366226-1336998
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
2221 E. Lamar Blvd., Suite 790, Arlington, Texas 76006
(Address of principal executive offices)
(817) 769-1860
(Registrant’s telephone number, including area code)
 ______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, par value $1.00 per shareFORNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o





Item 2.02.    Results of Operations and Financial Condition.

On July 18, 2024, Forestar Group Inc. issued a press release announcing its results and related information for its third quarter ended June 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference in its entirety into this Item 2.02.

The information furnished in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.
(d)Exhibits
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101).




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Forestar Group Inc.
Date:July 18, 2024By:
/S/ JAMES D. ALLEN
James D. Allen
Executive Vice President and
Chief Financial Officer


Exhibit 99.1

FORESTAR REPORTS FISCAL 2024 THIRD QUARTER RESULTS

ARLINGTON, Texas (Business Wire) - July 18, 2024 — Forestar Group Inc. (“Forestar”) (NYSE: FOR), a leading national residential lot developer, today reported financial results for its third fiscal quarter ended June 30, 2024.

Fiscal 2024 Third Quarter Highlights
All comparisons are year-over-year

•Net income of $38.7 million or $0.76 per diluted share
•Pre-tax income of $51.6 million, with a pre-tax profit margin of 16.2%
•Consolidated revenues of $318.4 million on 3,255 lots sold
•Owned and controlled lots increased 40% to 102,100 lots
•Return on equity expanded 190 basis points to 13.8% for the trailing twelve months ended June 30, 2024
•Book value per share increased 15% to $29.87
•Net debt to total capital ratio of 18.7%

Financial Results
Net income for the third quarter of fiscal 2024 decreased 17% to $38.7 million, or $0.76 per diluted share, compared to $46.8 million, or $0.93 per diluted share, in the same quarter of fiscal 2023. Pre-tax income for the quarter decreased 17% to $51.6 million from $62.4 million in the same quarter of fiscal 2023. Revenues for the quarter decreased 14% to $318.4 million from $368.9 million in the same quarter of fiscal 2023.

For the nine months ended June 30, 2024 net income increased 29% to $121.8 million, or $2.40 per diluted share, compared to $94.5 million, or $1.89 per diluted share, in the same period of fiscal 2023. Pre-tax income for the nine months ended June 30, 2024 increased 28% to $161.6 million from $126.2 million in the same period of fiscal 2023. Pre-tax income for the nine months ended June 30, 2023 includes $19.4 million of pre-tax real estate impairment charges to cost of sales. Revenues for the first nine months of fiscal 2024 increased 8% to $958.0 million from $887.1 million in the same period of fiscal 2023.

The Company’s return on equity was 13.8% for the trailing twelve months ended June 30, 2024 compared to 11.7% for the prior year period. Return on equity is calculated as net income for the trailing twelve months divided by average stockholders’ equity, where average stockholders’ equity is the sum of ending stockholders’ equity balances of the trailing five quarters divided by five.

Operational Results
Lots sold during the third quarter decreased 15% to 3,255 lots compared to 3,812 lots in the same quarter of fiscal 2023. During the third quarter of fiscal 2024, Forestar sold 352 lots to customers other than D.R. Horton, Inc. (“D.R. Horton”), compared to 625 lots in the prior year quarter. In the prior year quarter, lots sold to customers other than D.R. Horton includes 105 lots that were sold to a lot banker who expected to sell those lots to D.R. Horton at a future date.

Lots sold during the nine months ended June 30, 2024 increased 7% to 9,694 lots compared to 9,054 lots in the same period of fiscal 2023. 852 lots were sold to customers other than D.R. Horton during the nine months ended June 30, 2024 compared to 1,107 lots in the same period of fiscal 2023. Lots sold to customers other than D.R. Horton in the nine months ended June 30, 2024 includes 124 lots that were sold to a lot banker who expects to sell those lots to D.R. Horton at a future date compared to 252 lots in the prior year period.

The Company’s lot position at June 30, 2024 increased 40% to 102,100 lots, of which 57,900 were owned and 44,200 were controlled through land and lot purchase contracts compared to 73,000 lots, of which 53,700 were owned and 19,300 were controlled through purchase contracts at June 30, 2023. Lots owned at June 30, 2024 includes 5,900 that are fully developed. Of the Company’s owned lot position at June 30, 2024, 20,400 lots, or 35%, were under contract to be sold, representing approximately $1.8 billion of future revenue. Another 16,700 lots, or 29%, of the Company’s owned lots were subject to a right of first offer to D.R. Horton based on executed purchase and sale agreements at June 30, 2024.




Capital Structure, Leverage and Liquidity
During the nine months ended June 30, 2024, the Company issued 546,174 shares of common stock under its at-the-market equity offering program for proceeds of $19.7 million, net of commissions and other issuance costs.

Forestar ended the quarter with $359.2 million of unrestricted cash and $385.2 million of available borrowing capacity on its senior unsecured revolving credit facility for total liquidity of $744.4 million. Debt at June 30, 2024 totaled $706.1 million, with no senior note maturities until fiscal 2026. The Company’s net debt to total capital ratio at the end of the quarter was 18.7%. Net debt to total capital consists of debt net of unrestricted cash divided by stockholders’ equity plus debt net of unrestricted cash.

Outlook
Donald J. Tomnitz, Chairman of the Board, said, “Demand for finished lots remained solid during the third quarter of fiscal 2024. The team delivered 3,255 lots generating $318.4 million of revenue during the quarter, which was in line with our expectations. Forestar maintained strong profitability with a pre-tax profit margin of 16.2% and delivered attractive double-digit returns.

“The supply of vacant developed lots, particularly at affordable price points, continues to be constrained across most of the country, and Forestar is uniquely positioned to take advantage of the shortage of finished lots for the homebuilding industry. Based on our fiscal year-to-date results and expectations for the fourth quarter, in fiscal 2024, we now expect to deliver between expect to deliver between 14,600 and 15,100 lots compared to prior guidance of delivering between 14,500 and 15,500 lots. We still expect to generate $1.4 billion to $1.5 billion in revenue.

“We remain focused on growing our platform, turning our inventory, maximizing returns and consolidating market share in the highly fragmented lot development industry. Our contracted backlog, strong balance sheet and ample liquidity position us to continue gaining market share and invest in land opportunities to drive our future growth. We will maintain our disciplined approach to capital allocation to enhance the long-term value of Forestar.”

Conference Call and Webcast Details
The Company will host a conference call today (Thursday, July 18) at 5:00 p.m. Eastern Time. The dial-in number is 888-506-0062, the entry code is 893213 and the call will also be webcast from the Company’s website at investor.forestar.com.

About Forestar Group Inc.
Forestar Group Inc. is a residential lot development company with operations in 60 markets and 24 states. Based in Arlington, Texas, the Company delivered more than 14,600 residential lots during the twelve-month period ended June 30, 2024. Forestar is a majority-owned subsidiary of D.R. Horton, the largest homebuilder by volume in the United States since 2002.




Forward-Looking Statements

Portions of this document may constitute “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Although Forestar believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. All forward-looking statements are based upon information available to Forestar on the date this release was issued. Forestar does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements in this release include the supply of vacant developed lots, particularly at affordable price points, continues to be constrained across most of the country; Forestar is uniquely positioned to take advantage of the shortage of finished lots for the homebuilding industry; in fiscal 2024, we now expect to deliver between 14,600 and 15,100 lots compared to prior guidance of delivering between 14,500 and 15,500 lots; and we still expect to generate $1.4 billion to $1.5 billion in revenue. Forward-looking statements also include we remain focused on growing our platform, turning our inventory, maximizing returns and consolidating market share in the highly fragmented lot development industry; our contracted backlog, strong balance sheet and ample liquidity position us to continue gaining market share and invest in land opportunities to drive our future growth; and we will maintain our disciplined approach to capital allocation to enhance the long-term value of Forestar.

Factors that may cause the actual results to be materially different from the future results expressed by the forward-looking statements include, but are not limited to: the effect of D.R. Horton’s controlling level of ownership on us and the holders of our securities; our ability to realize the potential benefits of the strategic relationship with D.R. Horton; the effect of our strategic relationship with D.R. Horton on our ability to maintain relationships with our customers; the cyclical nature of the homebuilding and lot development industries and changes in economic, real estate and other conditions; the impact of significant inflation, higher interest rates or deflation; supply shortages and other risks of acquiring land, construction materials and skilled labor; the effects of public health issues such as a major epidemic or pandemic on the economy and our business; the impacts of weather conditions and natural disasters; health and safety incidents relating to our operations; our ability to obtain or the availability of surety bonds to secure our performance related to construction and development activities and the pricing of bonds; the strength of our information technology systems and the risk of cybersecurity breaches and our ability to satisfy privacy and data protection laws and regulations; the impact of governmental policies, laws or regulations and actions or restrictions of regulatory agencies; our ability to achieve our strategic initiatives; continuing liabilities related to assets that have been sold; the cost and availability of property suitable for residential lot development; general economic, market or business conditions where our real estate activities are concentrated; our dependence on relationships with national, regional and local homebuilders; competitive conditions in our industry; obtaining reimbursements and other payments from governmental districts and other agencies and timing of such payments; our ability to succeed in new markets; the conditions of the capital markets and our ability to raise capital to fund expected growth; our ability to manage and service our debt and comply with our debt covenants, restrictions and limitations; the volatility of the market price and trading volume of our common stock; and our ability to hire and retain key personnel. Additional information about issues that could lead to material changes in performance is contained in Forestar’s annual report on Form 10-K and its most recent quarterly report on Form 10-Q, both of which are filed with the Securities and Exchange Commission.

Contact
Katie Smith, 817-769-1860
Vice President of Finance & Investor Relations
InvestorRelations@forestar.com


FORESTAR GROUP INC.
Consolidated Balance Sheets
(Unaudited)
June 30, 2024September 30, 2023
 (In millions, except share data)
ASSETS
Cash and cash equivalents$359.2 $616.0 
Real estate2,238.7 1,790.3 
Investment in unconsolidated ventures0.3 0.5 
Property and equipment, net6.5 5.9 
Other assets70.3 58.0 
Total assets$2,675.0 $2,470.7 
LIABILITIES
Accounts payable$70.9 $68.4 
Accrued development costs112.5 104.1 
Earnest money on sales contracts163.8 121.4 
Deferred tax liability, net52.8 50.7 
Accrued expenses and other liabilities56.0 61.2 
Debt706.1 695.0 
Total liabilities1,162.1 1,100.8 
EQUITY
Common stock, par value $1.00 per share, 200,000,000 authorized shares,
50,607,995 and 49,903,713 shares issued and outstanding
at June 30, 2024 and September 30, 2023, respectively
50.6 49.9 
Additional paid-in capital664.6 644.2 
Retained earnings796.7 674.8 
Stockholders' equity1,511.9 1,368.9 
Noncontrolling interests1.0 1.0 
Total equity1,512.9 1,369.9 
Total liabilities and equity$2,675.0 $2,470.7 



FORESTAR GROUP INC.
Consolidated Statements of Operations
(Unaudited)

 
Three Months Ended June 30,Nine Months Ended June 30,
 2024202320242023
 (In millions, except per share amounts)
Revenues$318.4 $368.9 $958.0 $887.1 
Cost of sales246.9 283.9 730.6 698.7 
Selling, general and administrative expense29.3 26.4 86.5 71.3 
Gain on sale of assets(5.0)— (5.0)(1.6)
Interest and other income(4.4)(3.8)(15.7)(7.5)
Income before income taxes51.6 62.4 161.6 126.2 
Income tax expense12.9 15.6 39.8 31.7 
Net income$38.7 $46.8 $121.8 $94.5 
Basic net income per common share$0.76 $0.94 $2.42 $1.89 
Weighted average number of common shares50.8 50.1 50.3 50.0 
Diluted net income per common share$0.76 $0.93 $2.40 $1.89 
Adjusted weighted average number of common shares51.1 50.2 50.7 50.0 


FORESTAR GROUP INC.
Revenues, Residential Lots Sold and Lot Position

REVENUES
Three Months Ended June 30,Nine Months Ended June 30,
2024202320242023
(In millions)
Residential lot sales:
Development projects$295.7 $334.2 $922.3 $790.3 
Lot banking projects10.3 — 11.0 — 
(Increase) decrease in contract liabilities(0.2)0.6 2.6 4.0 
305.8 334.8 935.9 794.3 
Deferred development projects0.5 10.3 3.5 24.6 
306.3 345.1 939.4 818.9 
Tract sales and other12.1 23.8 18.6 68.2 
Total revenues$318.4 $368.9 $958.0 $887.1 
RESIDENTIAL LOTS SOLD
Three Months Ended June 30,Nine Months Ended June 30,
2024202320242023
Development projects3,163 3,812 9,593 9,054 
Lot banking projects92 — 101 — 
3,255 3,812 9,694 9,054 
Average sales price per lot (1)
$94,000 $87,700 $96,300 $87,300 
LOT POSITION
June 30, 2024September 30, 2023
Lots owned57,900 52,400 
Lots controlled under land and lot purchase contracts44,200 26,800 
Total lots owned and controlled102,100 79,200 
Owned lots under contract to sell to D.R. Horton19,500 14,400 
Owned lots under contract to customers other than D.R. Horton900 600 
Total owned lots under contract20,400 15,000 
Owned lots subject to right of first offer with D.R. Horton based on executed purchase and sale agreements16,700 17,000 
Owned lots fully developed5,900 6,400 
Owned lots fully developed related to lot banking300 — 
_____________
(1)Excludes any impact from change in contract liabilities.

v3.24.2
Cover
Jul. 18, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jul. 18, 2024
Entity Registrant Name Forestar Group Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-33662
Entity Tax Identification Number 26-1336998
Entity Address, Address Line One 2221 E. Lamar Blvd.
Entity Address, Address Line Two Suite 790
Entity Address, City or Town Arlington
Entity Address, State or Province TX
Entity Address, Postal Zip Code 76006
City Area Code 817
Local Phone Number 769-1860
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $1.00 per share
Trading Symbol FOR
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001406587
Amendment Flag false
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