FORESTAR GROUP INC. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included in this quarterly report and with our annual report on Form 10-K for the fiscal year endedSeptember 30, 2020 . Some of the information contained in this discussion and analysis constitutes forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those described in the "Forward-Looking Statements" section following this discussion.
Our Operations
We are a residential lot development company with operations in 51 markets in 21 states as ofDecember 31, 2020 . InOctober 2017 , we became a majority-owned subsidiary of D.R. Horton. Through our alignment with and support from D.R. Horton, we have grown our business into a national, well-capitalized residential lot developer selling lots to D.R. Horton and other homebuilders. As our controlling shareholder, D.R. Horton has significant influence in guiding our strategic direction and operations. Our strategy is focused on making investments in land acquisition and development to expand our residential lot development business across a geographically diversified national platform and consolidating market share in the fragmentedU.S. lot development industry. We are primarily investing in short duration, phased development projects that generate returns similar to production-oriented homebuilders. This strategy is a unique, lower-risk business model that we expect will produce more consistent returns than other public and private land developers. We also make short term investments in finished lots (lot banking) and undeveloped land with the intent to sell these assets within a short time period, primarily to D.R. Horton, utilizing available capital prior to its deployment into longer term lot development projects.
COVID-19
DuringMarch 2020 , the impacts of the COVID-19 pandemic (C-19) and the related widespread reductions in economic activity began to temporarily affect our business operations and the demand for our residential lots. However, residential construction is designated an essential business as part of critical infrastructure in almost all of the municipalities across theU.S. where we operate. We have implemented operational protocols to comply with social distancing and other health and safety standards as required by federal, state and local government agencies, taking into consideration guidelines of theCenters for Disease Control and Prevention and other public health authorities. Our lot sales pace declined throughout late March andApril 2020 as homebuilders slowed their purchases of lots to adjust to expected lower levels of home sales orders as a result of the pandemic. However, as economic activity and housing market conditions began to improve, our lot sales pace increased during the last half of fiscal 2020 and the first quarter of fiscal 2021. Although our lot sales pace has improved, we remain cautious as to the ongoing impact of C-19 on our operations and on the overall economy. There is significant uncertainty regarding the extent to which and how long C-19 and its related effects will impact theU.S. economy, capital markets and demand for our lots. The extent to which C-19 impacts our operational and financial performance will depend on future developments, including the duration and severity of C-19 and the impact on our customers, trade partners and employees, all of which are highly uncertain and cannot be predicted. If economic and housing market conditions are adversely affected for a prolonged period due to C-19 or otherwise, we may be required to evaluate our real estate for potential impairment. These evaluations could result in impairment charges which could be significant.
We believe we are well positioned to effectively operate during changing economic conditions due to our low net leverage and strong liquidity position, our low overhead model and our strategic relationship with D.R. Horton.
Business Segment
We manage our operations through our real estate segment which is our core
business and generates substantially all of our revenues. The real estate
segment primarily acquires land and develops infrastructure for single-family
residential communities and generates revenues from sales of residential
single-family finished lots to local, regional and national homebuilders. We
have other business activities for which the related assets and operating
results are immaterial, and therefore, are included in our real estate segment.
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Results of Operations
The following tables and related discussion set forth key operating and
financial data as of and for the three months ended
Operating Results
Components of income before taxes were as follows:
Three Months Ended
2020 2019
(In millions)
Revenues $ 307.1 $ 247.2
Cost of sales 262.9 216.6
Selling, general and administrative expense 15.5 10.5
Equity in earnings of unconsolidated ventures (0.2) (0.5)
Loss on sale of assets - 0.1
Interest and other income (0.3) (1.7)
Income before income taxes $ 29.2 $ 22.2
Lot Sales
Residential lots sold consist of:
Three Months Ended December 31,
2020 2019
Development projects 3,102 1,406
Lot banking projects 465 1,016
3,567 2,422
Average sales price per lot (a) $ 86,000 _______________
(a) Excludes any impact from change in contract liabilities.
Revenues
Revenues consist of:
Three Months Ended
2020 2019
(In millions)
Residential lot sales:
Development projects $ 271.1 $ 117.7
Lot banking projects 35.7 100.9
Decrease (increase) in contract liabilities 0.2 (1.5)
307.0 217.1
Residential tract sales - 30.0
Other 0.1 0.1
$ 307.1 $ 247.2
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Residential lots sold and residential lot sales revenues have increased as we have grown our business primarily through our strategic relationship with D.R. Horton. In the three months endedDecember 31, 2020 , we sold 3,389 residential lots to D.R. Horton for$294.0 million , compared to 2,390 residential lots sold to D.R. Horton for$215.6 million in the prior year period. AtDecember 31, 2020 , our lot position consisted of 77,500 residential lots, of which approximately 52,300 were owned and 25,200 were controlled through purchase contracts. Of our total owned residential lots, approximately 18,300 are under contract to sell to D.R. Horton. Additionally, D.R. Horton has the right of first offer on approximately 16,600 of these lots based on executed purchase and sale agreements. AtDecember 31, 2020 , lots owned included approximately 4,900 that are fully developed, of which approximately 1,300 are related to lot banking. AtDecember 31, 2020 , we had approximately 600 lots under contract to sell to builders other than D.R. Horton. In the three months endedDecember 31, 2020 , we sold 178 residential lots to builders other than D.R. Horton for$12.8 million compared to 32 residential lots sold to builders other than D.R. Horton for$3.0 million in the prior year period.
Residential tract sales in the three months ended
Cost of sales in the three months endedDecember 31, 2020 increased as compared to the prior year period primarily due to the increase in the number of lots sold. Cost of sales related to residential tract sales in the three months endedDecember 31, 2019 was$21.5 million .
Selling, General and Administrative (SG&A) Expense and Other Income Statement Items
SG&A expense in the three months endedDecember 31, 2020 was$15.5 million compared to$10.5 million in the prior year period. SG&A expense as a percentage of revenues was 5.0% and 4.2% in the three months endedDecember 31, 2020 and 2019, respectively. Our SG&A expense primarily consists of employee compensation and related costs. Our business operations employed 179 and 88 employees atDecember 31, 2020 and 2019, respectively.
Equity in earnings of unconsolidated ventures in both periods reflects our share of earnings in ventures that we account for using the equity method.
Interest and other income primarily represents interest earned on our cash deposits.
Income Taxes
Our income tax expense for the three months endedDecember 31, 2020 and 2019 was$7.1 million and$5.4 million , respectively and our effective tax rate was 24.3% in both periods. Our effective tax rate for both periods includes an expense for state income taxes and nondeductible expenses and a benefit related to noncontrolling interests. AtDecember 31, 2020 , we had deferred tax liabilities, net of deferred tax assets, of$6.4 million . The deferred tax assets were partially offset by a valuation allowance of$1.5 million , resulting in a net deferred tax liability of$7.9 million . AtSeptember 30, 2020 , deferred tax liabilities, net of deferred tax assets, were$4.2 million . The deferred tax assets were partially offset by a valuation allowance of$1.5 million , resulting in a net deferred tax liability of$5.7 million . The valuation allowance for both periods was recorded because it is more likely than not that a portion of our state deferred tax assets, primarily net operating loss (NOL) carryforwards, will not be realized because we are no longer operating in some states or the NOL carryforward periods are too brief to realize the related deferred tax asset. We will continue to evaluate both the positive and negative evidence in determining the need for a valuation allowance on our deferred tax assets. Any reversal of the valuation allowance in future periods will impact our effective tax rate. 17 -------------------------------------------------------------------------------- Table of Contents Liquidity and Capital Resources AtDecember 31, 2020 , we had$237.4 million of cash and cash equivalents and$339.5 million of available borrowing capacity on our revolving credit facility. We have no senior note maturities until fiscal 2024. We believe we are well positioned to effectively operate during changing economic conditions because of our low net leverage and strong liquidity position, our low overhead model and our strategic relationship with D.R. Horton. AtDecember 31, 2020 , our ratio of debt to total capital (debt divided by stockholders' equity plus debt) was 42.3% compared to 42.4% atSeptember 30, 2020 and 35.9% atDecember 31, 2019 . Our ratio of net debt to total capital (debt net of unrestricted cash divided by stockholders' equity plus debt net of unrestricted cash) was 31.8% compared to 22.1% atSeptember 30, 2020 and 9.7% atDecember 31, 2019 . Over the long term, we intend to maintain our ratio of net debt to total capital at or below 40%. We believe that the ratio of net debt to total capital is useful in understanding the leverage employed in our operations. We believe that our existing cash resources and revolving credit facility will provide sufficient liquidity to fund our near-term working capital needs. Our ability to achieve our long-term growth objectives will depend on our ability to obtain financing in sufficient amounts. We regularly evaluate alternatives for managing our capital structure and liquidity profile in consideration of expected cash flows, growth and operating capital requirements and capital market conditions. Subject to market conditions we may, at any time, be considering or preparing for the purchase or sale of our debt securities, the sale of our common stock or a combination thereof.
Bank Credit Facility
We have a$380 million senior unsecured revolving credit facility with an uncommitted accordion feature that could increase the size of the facility to$570 million , subject to certain conditions and availability of additional bank commitments. The facility also provides for the issuance of letters of credit with a sublimit equal to the greater of$100 million and 50% of the revolving credit commitment. Borrowings under the revolving credit facility are subject to a borrowing base calculation based on the book value of our real estate assets and unrestricted cash. Letters of credit issued under the facility reduce the available borrowing capacity. There were no borrowings or repayments under the facility during the three months endedDecember 31, 2020 . AtDecember 31, 2020 , there were no borrowings outstanding and$40.5 million of letters of credit issued under the revolving credit facility, resulting in available capacity of$339.5 million . The maturity date of the facility isOctober 2, 2022 , which can be extended by up to one year on up to two additional occasions, subject to the approval of lenders holding a majority of the commitments. The revolving credit facility includes customary affirmative and negative covenants, events of default and financial covenants. The financial covenants require a minimum level of tangible net worth, a minimum level of liquidity, and a maximum allowable leverage ratio. These covenants are measured as defined in the credit agreement governing the facility and are reported to the lenders quarterly. A failure to comply with these financial covenants could allow the lending banks to terminate the availability of funds under the revolving credit facility or cause any outstanding borrowings to become due and payable prior to maturity. AtDecember 31, 2020 , we were in compliance with all of the covenants, limitations and restrictions of our revolving credit facility.
Senior Notes
We have outstanding senior notes as described below that were issued pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The notes represent senior unsecured obligations that rank equally in right of payment to all existing and future senior unsecured indebtedness and may be redeemed prior to maturity, subject to certain limitations and premiums defined in the respective indenture. The notes are guaranteed by each of our subsidiaries to the extent such subsidiaries guarantee our revolving credit facility. Our$350 million principal amount of 8.0% senior notes matureApril 15, 2024 with interest payable semi-annually. On or afterApril 15, 2021 , the notes may be redeemed at 104% of their principal amount plus any accrued and unpaid interest. In accordance with the indenture, the redemption price decreases annually thereafter and the notes can be redeemed at par on or afterApril 15, 2023 through maturity. The annual effective interest rate of the notes after giving effect to the amortization of financing costs is 8.5%. 18
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Our$300 million principal amount of 5.0% senior notes matureMarch 1, 2028 with interest payable semi-annually. On or afterMarch 1, 2023 , the notes may be redeemed at 102.5% of their principal amount plus any accrued and unpaid interest. In accordance with the indenture, the redemption price decreases annually thereafter and the notes can be redeemed at par on or afterMarch 1, 2026 through maturity. The annual effective interest rate of the notes after giving effect to the amortization of financing costs is 5.2%. The indentures governing the senior notes require that, upon the occurrence of both a change of control and a rating decline (each as defined in the respective indenture), we offer to purchase the notes at 101% of their principal amount. If we or our restricted subsidiaries dispose of assets, under certain circumstances, we will be required to either invest the net cash proceeds from such asset sales in our business within a specified period of time, repay certain senior secured debt or debt of our non-guarantor subsidiaries, or make an offer to purchase a principal amount of the notes equal to the excess net cash proceeds at a purchase price of 100% of their principal amount. The indentures contain covenants that, among other things, restrict our ability and the ability of our restricted subsidiaries to pay dividends or distributions, repurchase equity, prepay subordinated debt and make certain investments; incur additional debt or issue mandatorily redeemable equity; incur liens on assets; merge or consolidate with another company or sell or otherwise dispose of all or substantially all of our assets; enter into transactions with affiliates; and allow to exist certain restrictions on the ability of subsidiaries to pay dividends or make other payments. AtDecember 31, 2020 , we were in compliance with all of the limitations and restrictions associated with our senior note obligations. EffectiveApril 30, 2020 , our Board of Directors authorized the repurchase of up to$30 million of our debt securities. The authorization has no expiration date. All of the$30 million authorization was remaining atDecember 31, 2020 .
Other Note Payable
Our other note payable of$12.5 million was issued as part of a transaction to acquire real estate for development. The note is non-recourse and is secured by the underlying real estate, accrues interest at 4.0% per annum and matures inOctober 2023 . Issuance of Common Stock We have an effective shelf registration statement filed with theSEC inSeptember 2018 , registering$500 million of equity securities. AtDecember 31, 2020 ,$394.3 million remained available for issuance under the shelf registration statement,$100 million of which is reserved for sales under our at-the-market equity offering program. As ofDecember 31, 2020 , no shares had been issued under the at-the-market equity offering program.
Contractual Obligations and Off-Balance Sheet Arrangements
In support of our residential lot development business, we issue letters of credit under our revolving credit facility and we have a surety bond program that provides financial assurance to beneficiaries related to the execution and performance of certain development obligations. AtDecember 31, 2020 , we had outstanding letters of credit of$40.5 million under the revolving credit facility and surety bonds of$293.8 million , issued by third parties to secure performance under various contracts. We expect that our performance obligations secured by these letters of credit and bonds will generally be completed in the ordinary course of business and in accordance with the applicable contractual terms. When we complete our performance obligations, the related letters of credit and bonds are generally released shortly thereafter, leaving us with no continuing obligations. We have no material third-party guarantees. 19
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Operating Cash Flow Activities
In the three months endedDecember 31, 2020 , net cash used in operating activities was$158.7 million compared to$11.6 million in the three months endedDecember 31, 2019 . The cash used in operating activities in both periods was primarily due to the increase in real estate as we continue to grow our land development operations.
Investing Cash Flow Activities
In the three months endedDecember 31, 2020 , net cash provided by investing activities was$2.0 million compared to$3.1 million in the three months endedDecember 31, 2019 . The cash provided by investing activities in both periods was primarily the result of distributions received from our unconsolidated ventures.
Financing Cash Flow Activities
In the three months ended
Critical Accounting Policies and Estimates
There have been no significant changes in our critical accounting policies or estimates from those disclosed in our 2020 Annual Report on Form 10-K.
New and Pending Accounting Pronouncements
Please read Note 1-Basis of Presentation to the consolidated financial statements included in this Quarterly Report on Form 10-Q.
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Forward-Looking Statements
This Quarterly Report on Form 10-Q and other materials we have filed or may file
with the Securities and Exchange Commission contain "forward-looking statements"
within the meaning of the federal securities laws. These forward-looking
statements are identified by their use of terms and phrases such as "believe,"
"anticipate," "could," "estimate," "likely," "intend," "may," "plan," "expect,"
and similar expressions, including references to assumptions. These statements
reflect our current views with respect to future events and are subject to risks
and uncertainties. We note that a variety of factors and uncertainties could
cause our actual results to differ significantly from the results discussed in
the forward-looking statements. Factors and uncertainties that might cause such
differences 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 impact of C-19 on the economy and our business;
•the cyclical nature of the homebuilding and lot development industries and
changes in economic, real estate and other conditions;
•competitive conditions in our industry;
•changes in our business strategy and our ability to achieve our strategic
initiatives;
•continuing liabilities related to assets that have been sold;
•the impact of governmental policies, laws or regulations and actions or
restrictions of regulatory agencies;
•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;
•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;
•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;
•our ability to hire and retain key personnel; and
•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.
Other factors, including the risk factors described in Item 1A of our 2020
Annual Report on Form 10-K, may also cause actual results to differ materially
from those projected by our forward-looking statements. New factors emerge from
time to time and it is not possible for us to predict all such factors, nor can
we assess the impact of any such factor on our business or the extent to which
any factor, or combination of factors, may cause results to differ materially
from those contained in any forward-looking statement.
Any forward-looking statement speaks only as of the date on which such statement
is made, and, except as required by law, we expressly disclaim any obligation or
undertaking to disseminate any updates or revisions to any forward-looking
statement to reflect events or circumstances after the date on which such
statement is made or to reflect the occurrence of unanticipated events.
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