for-20221231

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended December 31, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From To

Commission File Number: 001-33662

FORESTAR GROUP INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware						26-1336998
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

2221 E. Lamar Blvd., Suite 790

Arlington, Texas 76006

(Address of Principal Executive Offices, including Zip Code)

(817) 769-1860

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, par value $1.00 per share

FOR

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer

☒

Non-accelerated filer ¨

Smaller reporting company

☐

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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes x No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $1.00 par value -- 49,772,555 shares as of January 20, 2023


			Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets			3
Consolidated Statements of Operations			4
Consolidated Statements of Total Equity			5
Consolidated Statements of Cash Flows			6
Notes to Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			15
Item 3. Quantitative and Qualitative Disclosures About Market Risk			24
Item 4. Controls and Procedures			24
PART II — OTHER INFORMATION
Item 1. Legal Proceedings			25
Item 6. Exhibits			26
SIGNATURE			27


	December 31, 2022		September 30, 2022
	(In millions, except share data)
ASSETS
Cash and cash equivalents	$	216.4	$	264.8
Real estate	2,067.7		2,022.4
Investment in unconsolidated ventures	0.5		0.5
Property and equipment, net	5.6		5.7
Other assets	50.9		49.6
Total assets	$	2,341.1	$	2,343.0
LIABILITIES
Accounts payable	$	73.0	$	72.2
Accrued development costs	98.0		122.3
Earnest money on sales contracts	147.8		136.2
Deferred tax liability, net	34.7		36.9
Accrued expenses and other liabilities	60.6		70.1
Debt	706.4		706.0
Total liabilities	1,120.5		1,143.7
Commitments and contingencies (Note 11)
EQUITY
Common stock, par value $1.00 per share, 200,000,000 authorized shares, 49,772,555 and 49,761,480 shares issued and outstanding at December 31, 2022 and September 30, 2022, respectively	49.8		49.8
Additional paid-in capital	641.1		640.6
Retained earnings	528.7		507.9
Stockholders' equity	1,219.6		1,198.3
Noncontrolling interests	1.0		1.0
Total equity	1,220.6		1,199.3
Total liabilities and equity	$	2,341.1	$	2,343.0


	Three Months Ended December 31,
	2022		2021
	(In millions, except per share amounts)
Revenues	$	216.7	$	407.6
Cost of sales	169.2		334.2
Selling, general and administrative expense	22.9		21.5
Equity in earnings of unconsolidated ventures	—		(1.1)
Gain on sale of assets	(1.6)		(0.5)
Interest and other income	(1.7)		—
Income before income taxes	27.9		53.5
Income tax expense	7.1		13.0
Net income	20.8		40.5
Net income attributable to noncontrolling interests	—		—
Net income attributable to Forestar Group Inc.	$	20.8	$	40.5

Basic net income per common share attributable to Forestar Group Inc.	$	0.42	$	0.81
Weighted average number of common shares	49.9		49.7

Diluted net income per common share attributable to Forestar Group Inc.	$	0.42	$	0.81
Adjusted weighted average number of common shares	49.9		49.7


	Common Stock		Additional Paid-in Capital		Retained Earnings		Non-controlling Interests		Total Equity
	(In millions, except share amounts)
Balances at September 30, 2022 (49,761,480 shares)	$	49.8	$	640.6	$	507.9	$	1.0	$	1,199.3
Net income	—		—		20.8		—		20.8
Stock issued under employee benefit plans (11,075 shares)	—		—		—		—		—
Cash paid for shares withheld for taxes	—		(0.1)		—		—		(0.1)
Stock-based compensation expense	—		0.6		—		—		0.6
Balances at December 31, 2022 (49,772,555 shares)	$	49.8	$	641.1	$	528.7	$	1.0	$	1,220.6


	December 31, 2022		September 30, 2022
	(In millions)
Developed and under development projects	$	1,980.2	$	1,932.6
Land held for future development	87.5		89.8
	$	2,067.7	$	2,022.4


	December 31, 2022		September 30, 2022
	(In millions)
Unsecured:
Revolving credit facility	$	—	$	—
3.85% senior notes due 2026 (1)	396.7		396.5
5.0% senior notes due 2028 (1)	297.2		297.0
Other note payable	12.5		12.5
	$	706.4	$	706.0


	December 31, 2022		September 30, 2022
	(Dollars in millions)
Residential lots under contract to sell to D.R. Horton	17,000		17,800
Residential lots subject to right of first offer with D.R. Horton	18,000		18,900
Earnest money deposits from D.R. Horton for lots under contract	$	140.4	$	130.1

Remaining sales price of lots under contract with D.R. Horton	$	1,379.5	$	1,389.7


			Fair Value at December 31, 2022
	Carrying Value		Level 1		Level 2		Level 3		Total
	(in millions)
Cash and cash equivalents (a)	$	216.4	$	216.4	$	—	$	—	$	216.4
Debt (b) (c)	706.4		—		613.7		12.5		626.2


			Fair Value at September 30, 2022
	Carrying Value		Level 1		Level 2		Level 3		Total
	(in millions)
Cash and cash equivalents (a)	$	264.8	$	264.8	$	—	$	—	$	264.8
Debt (b) (c)	706.0		—		570.7		12.5		583.2


	December 31, 2022	September 30, 2022
Lots owned	61,500	61,800
Lots controlled through land and lot purchase contracts	20,800	28,300
Total lots owned and controlled	82,300	90,100

Owned lots under contract to sell to D.R. Horton	17,000	17,800
Owned lots under contract to customers other than D.R. Horton	1,400	1,400
Total owned lots under contract	18,400	19,200

Owned lots subject to right of first offer with D.R. Horton based on executed purchase and sale agreements	18,000	18,900
Owned lots fully developed	7,600	5,500


	Three Months Ended December 31,
	2022		2021
	(In millions)
Capitalized interest, beginning of period	$	52.5	$	53.7
Interest incurred	8.2		8.2
Interest charged to cost of sales	(5.0)		(9.0)
Capitalized interest, end of period	$	55.7	$	52.9


Exhibit Number						Exhibit
10.1						Amendment No. 3 to Credit Agreement, dated October 28, 2022 by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders named therein (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on November 1, 2022).
31.1*						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*						Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH**						Inline XBRL Taxonomy Extension Schema Document.
101.CAL**						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104**						Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101).
_____________________
*						Filed or furnished herewith.
**						Submitted electronically herewith.


		Forestar Group Inc.

Date:	January 25, 2023	By:	/s/ James D. Allen
			James D. Allen, on behalf of Forestar Group Inc.
			as Executive Vice President and Chief Financial Officer
			(Principal Financial and Principal Accounting Officer)

SEC Form 10-Q filed by Forestar Group Inc