| Item 2.02. | Results of Operations and Financial Condition. |
In connection with a proposed private offering of $400 million aggregate principal amount of senior notes (the “Offering”), Forestar Group Inc. (“we,” or the “Company”) is disclosing the following preliminary financial results:
Recent Financial Results
We have not yet completed preparation of financial statements for the fiscal quarter ended March 31, 2021, but based on preliminary data available to us, we expect to report:
| | • | | 3,588 total lots sold for such period, including 3,358 lots sold to D.R. Horton, Inc. (“D.R. Horton”) compared to 1,951 total lots sold including 1,906 lots sold to D.R. Horton for the fiscal quarter ended March 31, 2020; |
| | • | | Total revenues of $287.1 million for such period compared to $159.1 million of total revenues for the fiscal quarter ended March 31, 2020; |
| | • | | Total cash and cash equivalents of $167.2 million as of March 31, 2021; |
| | • | | Total debt, net of discount and fees, of $654.6 million, with no outstanding borrowings under our unsecured revolving credit facility, as of March 31, 2021; and |
| | • | | 1,018,503 shares issued under the at-the-market equity offering program during such period for proceeds of $23.3 million, net of commissions and other issuance costs. |
The preliminary results presented above are based upon 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 results may be identified. Our actual results may be materially different from our preliminary results, 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, 2021. You should not place undue reliance on this preliminary information. In addition, the preliminary data is not necessarily indicative of our results for any future period. We do not intend to update or otherwise revise these preliminary results to reflect future events. These preliminary results 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 underlying the preliminary 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 annual report on Form 10-K for the fiscal year ended September 30, 2020 and our quarterly report on Form 10-Q for the three months ended December 31, 2020.
Item 7.01. Regulation FD Disclosure.
On April 7, 2021, the Company commenced the Offering, subject to market and other conditions. In connection with the Offering, on April 7, 2021, the Company distributed a confidential preliminary offering memorandum containing the preliminary financial results set forth above in Item 2.02, which are incorporated herein by reference. The Company intends to use the net proceeds from the Offering to fund the redemption of its $350 million 8.000% Senior Notes due 2024 (the “2024 Notes”). This Form 8-K does not constitute a notice of redemption for the 2024 Notes, which, if given, will be made in accordance with the indenture governing the 2024 Notes. Any excess net proceeds will be used for general corporate purposes, including to fund land acquisition and development activities.
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.
