| Item 2.02. | Results of Operation and Financial Condition. |
In connection with a proposed private offering of $300 million aggregate principal amount of senior notes (the “Offering”), Forestar Group Inc. (“we,” or the “Company”) is disclosing the following estimated preliminary financial results:
Recent Financial Results
We have not yet completed preparation of financial statements for the fiscal quarter ended March 31, 2019, but based on preliminary data available to us, we expect to report:
| | • | | approximately 550 total lots sold for such period, including approximately 450 lots sold to D.R. Horton, Inc. (“D.R. Horton”), compared to 304 total lots sold including 183 lots sold to D.R. Horton for the fiscal quarter ended March 31, 2018 |
| | • | | total revenues ranging from $60 million to $65 million for such period, including $45 million to $50 million of residential lot sales revenue, compared to $23 million of total revenues including $20 million of residential lot sales revenue for the fiscal quarter ended March 31, 2018 |
| | • | | total cash and cash equivalents of approximately $65 million as of March 31, 2019 |
| | • | | total debt, net of discount and fees, of approximately $150 million, including $35 million of outstanding borrowings under our unsecured revolving credit facility, as of March 31, 2019 |
We have provided ranges, rather than specific amounts, for certain preliminary operating results above because we have not performed closing procedures for the fiscal quarter ended March 31, 2019. The preliminary operating results presented above are based upon estimates and currently available information, and are subject to revision as a result of, among other things, the completion of our financial closing procedures, the completion of our financial statements for such period and the completion of other operational procedures (all of which have not yet been completed). Additional items that may require adjustments to the preliminary operating results may be identified. Our actual results may be materially different from our estimates, which should not be regarded as a representation by us, our management or the initial purchasers as to our actual results for the fiscal quarter ended March 31, 2019. You should not place undue reliance on these estimates. In addition, the estimated data is not necessarily indicative of our results for any future period. We do not intend to update or otherwise revise these estimates to reflect future events. These estimates have been prepared by and are the responsibility of our management. Ernst & Young LLP, our independent registered public accounting firm, has not audited, reviewed, compiled or performed any procedures with respect to this preliminary data, and accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. The assumptions and estimates underlying the estimated financial data are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties, including those described under “Special Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our transition report on Form 10-KT for the nine months ended September 30, 2018 and our quarterly report on Form 10-Q for the three months ended December 31, 2018.
| Item 7.01. | Regulation FD Disclosure. |
On April 3, 2019, the Company commenced the Offering, subject to market and other conditions. In connection with the Offering, on April 3, 2019, the Company distributed a confidential preliminary offering memorandum containing the preliminary financial results set forth above in Item 2.02 (the “Preliminary Financial Results”), which are incorporated herein by reference.
The information furnished under Items 2.02 and 7.01 herein is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
This communication does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any jurisdiction. The Offering has not been and will not be registered under the Securities Act of 1933, as amended, and will be made pursuant to applicable exemptions from the registration requirements thereof.
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of 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 the Company’s current views with respect to future events and are subject to risks and uncertainties. The Company notes that a variety of factors and uncertainties could cause its 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
