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Forestar Group Inc. Reports Second Quarter 2013 Results



  Forestar Group Inc. Reports Second Quarter 2013 Results

Business Wire

AUSTIN, Texas -- August 7, 2013

Forestar Group Inc. (NYSE: FOR) today reported second quarter 2013 net income
of approximately $0.5 million, or $0.02 per diluted share, compared with
second quarter 2012 net income of approximately $0.8 million, or $0.02 per
diluted share outstanding. Second quarter 2012 results include after-tax
expenses of approximately ($1.6) million, or ($0.05) per diluted share,
associated with the acquisition of Credo Petroleum Corporation.

“During second quarter, we remained on track executing our Triple in FOR
strategic initiatives. In real estate, residential lot demand remains
favorable with option contracts with homebuilders at the strongest level since
the start of the housing recovery and higher average per lot pricing compared
with second quarter 2012. We continue to focus on building a solid multifamily
pipeline in our target markets, which continue to exhibit favorable
multifamily market conditions. During the quarter, we began construction on a
new multifamily community near Dallas and started pre-leasing at Eleven in
Austin. Oil and gas operations continued to gain momentum, with accelerating
oil production in the Bakken and Three Forks formations in North Dakota and
Lansing-Kansas City formation in Kansas and Nebraska. We are focused on
accelerating value realization and capitalizing on strategic and disciplined
growth opportunities,” said Jim DeCosmo, president and chief executive officer
of Forestar Group.

Second Quarter 2013 Significant Highlights

  * Sold 360 developed residential lots, with average pricing per lot up
    nearly 29% compared with second quarter 2012
  * Oil production up nearly 170% compared with second quarter 2012,
    principally due to the acquisition of Credo Petroleum
  * Acquired leasehold interests in over 17,000 net mineral acres, principally
    located in Nebraska and Kansas

Forestar manages its operations through three business segments: real estate,
oil and gas and other natural resources.

REAL ESTATE

Second Quarter 2013 Significant Highlights

  * Sold 360 developed residential lots – Over 1,900 lots under option
    contracts with homebuilders
  * Residential lot margins up 66% compared with second quarter 2012
  * Sold 1,042 acres of undeveloped land for nearly $2,580 per acre
  * Sold 34 commercial acres for over $103,000 per acre
  * Began construction on Midtown Cedar Hill, 354-unit multifamily community
    near Dallas, Texas
  * Pre-leasing begins at Eleven, 257-unit multifamily community in Austin,
    Texas

Segment Financial Results:

($ in millions)      2Q 2013     2Q 2012     1Q 2013
Segment Revenues     $41.2       $26.6       $78.7
Segment Earnings     $8.1        $7.7        $19.4
                                              

Second quarter 2013 real estate segment earnings were higher compared with
second quarter 2012 principally due to higher average prices for residential
lots and commercial tracts sold which were somewhat offset by lower lot sales
volumes and commercial acres sold. In addition, second quarter 2013 real
estate segment earnings increased primarily due to the sale of the remaining
440 undeveloped residential acres from a project in Florida for $3.5 million,
generating approximately $0.7 million in segment earnings. First quarter 2013
results include earnings of $10.9 million associated with the sale of Promesa,
a wholly-owned multifamily community we developed in Austin. Real estate
segment earnings declined in second quarter 2013 compared with first quarter
2013, excluding the earnings associated with the sale of Promesa, primarily
due to lower residential lot sales.

Second quarter 2012 real estate segment earnings include a $3.4 million gain
associated with the sale of 800 acres from the Light Farms venture near
Dallas.

OIL AND GAS

Second Quarter 2013 Significant Highlights

  * Oil production up nearly 170% compared with second quarter 2012,
    principally due to the acquisition of Credo Petroleum
  * 18 new productive oil and gas wells drilled; 983 producing wells at
    quarter-end, up from 541 wells in second quarter 2012, principally due to
    acquisition of Credo Petroleum
  * Drilling and completion capital investment of nearly $11.7 million
  * Leased over 17,000 net mineral acres principally in Kansas and Nebraska

Segment Financial Results:

($ in millions)      2Q 2013     2Q 2012     1Q 2013
Segment Revenues     $15.8       $7.1        $15.5
Segment Earnings     $4.2        $5.0        $5.1
                                              

Oil and gas segment earnings decreased in second quarter 2013 compared with
second quarter 2012 principally due to reduced oil volumes associated with
royalties from our owned mineral interests, lower oil prices, decreased delay
rental revenues and incremental personnel costs, which were partially offset
by increased oil production attributable to the acquisition of Credo
Petroleum. Oil and gas segment earnings decreased in second quarter 2013
compared with first quarter 2013 principally due to lower oil and gas prices
and lower natural gas production, which was partially offset by higher oil
production.

OTHER NATURAL RESOURCES

Second Quarter 2013 Significant Highlights

  * Sold nearly 185,000 tons of fiber for $14.85 per ton
  * Recreational leasing remains strong

Segment Financial Results:

($ in millions)             2Q 2013     2Q 2012     1Q 2013
Segment Revenues            $3.0        $1.5        $3.3
Segment Earnings (Loss)     $1.0        (0.5)       $1.3
                                                     

Second quarter 2013 other natural resources segment earnings were higher
compared with second quarter 2012 principally due to over 79,000 tons of
additional fiber sales and a 27% increase in average pricing per ton. Other
natural resources segment earnings decreased in second quarter 2013 compared
with first quarter 2013 principally due to lower fiber sales and pricing.

OUTLOOK

“Housing markets continue to show solid signs of recovery, with growing demand
for residential lots and increased interest in residential and commercial
tracts. Our backlog remains strong, and we are well positioned to accelerate
real estate sales during this housing recovery. Our multifamily team continues
to build a solid pipeline of multifamily development opportunities, with
construction at our multifamily ventures in Austin and Denver on target to
begin delivering units in 2013, and our sites in Dallas and Nashville should
be under construction by year-end. We will continue to evaluate and acquire
additional multifamily sites to further develop our pipeline.

“We continue to generate positive momentum through our oil and gas initiatives
to increase exploration activity, production and reserves. During second
quarter, we experienced a continued increase in North Dakota drilling
activity, with approximately seven Bakken or Three Forks wells (5.2% average
working interest) reaching total depth during the quarter. We anticipate
drilling activity in the Bakken to accelerate in the second half of 2013 with
a higher average working interest. In addition, exploration and drilling
activity in Kansas and Nebraska also continued to accelerate during second
quarter, with 17 wells reaching total depth, 11 of which have been economic, a
level of success which exceeds our expectations. Given the success of our
exploration activity in these basins, during second quarter 2013 we acquired
leasehold interests in over 17,000 net mineral acres in new and existing
prospects principally in Nebraska and Kansas.

“We continue to increase our momentum toward delivering our Triple in FOR
strategic initiatives, focused on accelerating value realization, increasing
transparency and disclosure, and growing our net asset value through strategic
and disciplined investments. We are well positioned for 2013 and for continued
momentum in 2014,” concluded Mr. DeCosmo.

The Company will host a conference call on August 7, 2013 at 10:00 am ET to
discuss results of second quarter 2013. The meeting may be accessed through
webcast or by conference call. The webcast may be accessed through Forestar’s
Internet site at www.forestargroup.com. To access the conference call,
listeners calling from North America should dial 1-866-515-2912 at least 15
minutes prior to the start of the meeting. Those wishing to access the call
from outside North America should dial 1-617-399-5126. The password is
Forestar. Replays of the call will be available for two weeks following the
completion of the live call and can be accessed at 1-888-286-8010 in North
America and at 1-617-801-6888 outside North America. The password for the
replay is 42167086.

About Forestar Group

Forestar Group Inc. operates in three business segments: real estate, oil and
gas and other natural resources. At the end of second quarter 2013, the real
estate segment owns directly or through ventures over 133,000 acres of real
estate located in ten states and 14 markets in the U.S. The real estate
segment has 14 real estate projects representing approximately 26,000 acres
currently in the entitlement process, and 72 entitled, developed and under
development projects in eight states and 12 markets encompassing almost 13,900
acres, comprised of almost 23,200 planned residential lots and approximately
2,300 commercial acres. The oil and gas segment includes approximately 808,000
net acres of oil and gas mineral interests, with approximately 590,000 acres
of fee ownership located principally in Texas, Louisiana, Alabama, and Georgia
and almost 218,000 net acres of leasehold interests principally located in
Nebraska, Kansas, Oklahoma, North Dakota and Texas. These leasehold interests
include about 7,000 net mineral acres in the core of the prolific Bakken and
Three Forks formations. The other natural resources segment includes sale of
wood fiber and management of our recreational leases, and approximately 1.5
million acres of groundwater resources, including a 45% nonparticipating
royalty interest in groundwater produced or withdrawn for commercial purposes
from approximately 1.4 million acres in Texas, Louisiana, Georgia and Alabama
and about 20,000 acres of groundwater leases in central Texas. Forestar’s
address on the World Wide Web is www.forestargroup.com.

Forward-Looking Statements

This release contains “forward-looking statements” within the meaning of the
federal securities laws. Forward-looking statements are typically identified
by words or phrases such as “will,” “anticipate,” “estimate,” “expect,”
“project,” “intend,” “plan,” “believe,” “target,” “forecast,” and other words
and terms of similar meaning. These statements reflect management’s current
views with respect to future events and are subject to risk 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, including our ability to achieve synergies and
value creation contemplated by the merger with Credo, and our ability to
promptly and effectively integrate Credo’s businesses. Other factors and
uncertainties that might cause such differences include, but are not limited
to: general economic, market, or business conditions; changes in commodity
prices; opportunities (or lack thereof) that may be presented to us and that
we may pursue; fluctuations in costs and expenses including development costs;
demand for new housing, including impacts from mortgage credit availability;
lengthy and uncertain entitlement processes; cyclicality of our businesses;
accuracy of accounting assumptions; competitive actions by other companies;
changes in laws or regulations; and other factors, many of which are beyond
our control. Except as required by law, we expressly disclaim any obligation
to publicly revise any forward-looking statements contained in this news
release to reflect the occurrence of events after the date of this news
release.

                                                  
FORESTAR GROUP INC.
(UNAUDITED)
 
Business Segments
                                                    
                   Second Quarter                  First Six Months
                   2013           2012             2013            2012
                   (In thousands)
Revenues:
Real estate        $ 41,219       $ 26,647         $ 119,908       $ 44,569
Oil and gas          15,831         7,148            31,335          16,574
Other natural        3,029          1,517            6,307           2,261    
resources
Total revenues     $ 60,079       $ 35,312         $ 157,550       $ 63,404   
Segment
earnings:
Real estate        $ 8,104        $ 7,666          $ 27,550        $ 19,243
Oil and gas          4,243          5,005            9,370           12,133
Other natural        991            (458   )         2,243           (1,321  )
resources
Total segment        13,338         12,213           39,163          30,055
earnings
Items not
allocated to
segments:
General and
administrative       (5,329 )       (7,120 )         (10,287 )       (11,482 )
expense
Share-based
compensation         (1,460 )       67               (11,875 )       (5,164  )
expense
Interest expense     (5,122 )       (3,664 )         (9,661  )       (7,555  )
Other corporate
non-operating        25             47               56              111      
income
Income before        1,452          1,543            7,396           5,965
taxes
Income tax           (911   )       (732   )         (2,904  )       (2,352  )
expense
Net income
attributable to    $ 541          $ 811            $ 4,492         $ 3,613    
Forestar Group
Inc.
                                                                    
Net income per
common share:
Basic              $ 0.02         $ 0.02           $ 0.13          $ 0.10
Diluted            $ 0.02         $ 0.02           $ 0.13          $ 0.10
                                                                    
Weighted average
common shares
outstanding (in
millions):
Basic                35.4           35.2             35.3            35.2
Diluted              36.1           35.4             35.9            35.4
                                                                              

                                                 Second Quarter
Supplemental Financial Information:              2013          2012
                                                 (In thousands)
Cash and cash equivalents                        $ 69,138      $ 45,474
                                                                
Borrowings under credit facility                   200,000       130,000
Convertible senior notes, net of discount ^1       98,353        —
Other debt ^2                                      33,294        71,943
Total debt                                       $ 331,647     $ 201,943

_____________________

^1 Represents $125 million convertible senior notes issued February 2013, net
of unamortized discount
^2 Consists principally of consolidated venture non-recourse debt.

                                                       
FORESTAR GROUP INC.
REAL ESTATE SEGMENT
PERFORMANCE METRICS
                                                         
                           Second Quarter               First Six Months
                           2013          2012           2013          2012
REAL ESTATE
Owned, Consolidated &
Equity Method
Ventures:
Residential Lots Sold        360           427            806           712
Revenue per Lot Sold       $ 57,588      $ 44,694       $ 54,432      $ 48,003
Commercial Acres Sold        34            38             37            38
Revenue per Commercial     $ 103,102     $ 47,040       $ 125,706     $ 47,040
Acre Sold
Undeveloped Acres Sold       1,042         933            1,961         1,388
Revenue per Acre Sold      $ 2,579       $ 2,765        $ 2,753       $ 2,640
Owned & Consolidated
Ventures:
Residential Lots Sold        259           345            614           482
Revenue per Lot Sold       $ 57,154      $ 42,725       $ 54,440      $ 48,210
Commercial Acres Sold        32            38             35            38
Revenue per Commercial     $ 74,166      $ 47,040       $ 100,311     $ 47,040
Acre Sold
Undeveloped Acres Sold       1,000         933            1,919         1,253
Revenue per Acre Sold      $ 2,576       $ 2,765        $ 2,755       $ 2,645
Ventures Accounted For
Using the Equity
Method:
Residential Lots Sold        101           82             192           230
Revenue per Lot Sold       $ 58,700      $ 52,979       $ 54,407      $ 47,568
Commercial Acres Sold        2             —              2             —
Revenue per Commercial     $ 652,886     $ —            $ 652,886     $ —
Acre Sold
Undeveloped Acres Sold       42            —              42            135
Revenue per Acre Sold      $ 2,650       $ —            $ 2,650       $ 2,600
                                                                         

                                                                            
SECOND QUARTER 2013
REAL ESTATE PIPELINE
                                                                              
                                In                           Developed &     Total
Real Estate     Undeveloped     Entitlement     Entitled     Under           Acres*
                                Process                      Development
Undeveloped
Land
Owned           86,468
Ventures        6,859                                                        93,327
Residential
Owned                           23,272          8,464        850
Ventures                                        1,948        285             34,819
Commercial
Owned                           2,708           1,187        585
Ventures                                        371          182             5,033
Total Acres     93,327          25,980          11,970       1,902           133,179
                                                                              
Estimated
Residential                                     19,972       3,204           23,176
Lots

_____________________

* In addition, Forestar owns a 58% interest in a venture which controls
approximately 16,000 acres of undeveloped land in Georgia with minimal
investment. Excludes acres associated with fully developed commercial and
income producing properties.

                                                    
FORESTAR GROUP INC.
OIL AND GAS SEGMENT
PERFORMANCE METRICS
                                                      
                       Second Quarter                First Six Months
                       2013          2012            2013          2012
Leasing Activity
from Owned Mineral
Interests
Acres Leased             515           —               825           805
Average Bonus /        $ 343           —             $ 333         $ 357
Acre
Delay Rentals          $ 6,000       $ 447,000       $ 464,000     $ 1,562,000
Received
Oil & Gas
Production
Royalty
Interests^1
Gross Wells              543           541             543           541
Oil Production           40,600        53,200          88,900        120,900
(Barrels)
Average Oil Price      $ 83.60       $ 92.73         $ 83.56       $ 95.74
($ / Barrel)
Natural Gas              322.2         402.5           699.4         830.4
Production (MMcf)
Average Natural
Gas Price ($ /         $ 3.24        $ 2.30          $ 3.11        $ 2.76
Mcf)
BOE Production^2         94,400        120,300         205,400       259,300
Average Price ($ /     $ 47.10       $ 48.70         $ 46.73       $ 53.48
BOE)
Working Interests
Gross Wells              449           9               449           9
Oil Production           125,200       8,400           224,800       9,800
(Barrels)
Average Oil Price      $ 86.18       $ 106.84        $ 88.73       $ 101.79
($ / Barrel)
Natural Gas              183.1         17.9            399.7         42.3
Production (MMcf)
Average Natural
Gas Price ($ /         $ 3.25        $ 2.71          $ 3.53        $ 3.31
Mcf)
BOE Production^2         155,700       11,300          291,500       16,900
Average Price ($ /     $ 73.12       $ 82.93         $ 73.29       $ 67.61
BOE)
Total Oil & Gas
Interests
Gross Wells^3            983           541             983           541
Oil Production           165,800       61,600          313,700       130,700
(Barrels)
Average Oil Price      $ 85.55       $ 94.64         $ 87.26       $ 96.19
($ / Barrel)
Natural Gas              505.3         420.4           1,099.1       872.7
Production (MMcf)
Average Natural
Gas Price ($ /         $ 3.25        $ 2.31          $ 3.26        $ 2.79
Mcf)
BOE Production^2         250,100       131,600         496,900       276,200
Average Price ($ /     $ 63.30       $ 51.65         $ 62.31       $ 54.34
BOE)
Well Activity
Mineral Interests
Owned^3
Net Acres Held By        36,000        35,000          36,000        35,000
Production
Gross Wells              —             7               —             11
Drilled
Productive Gross         543           541             543           541
Wells
Mineral Interests
Leased
Net Acres Held By        33,000        —               33,000        —
Production^4
Gross Wells              18            —               39            —
Drilled
Productive Gross         449           —               449           —
Wells^4
Total Well
Activity
Net Acres Held By        69,000        35,000          69,000        35,000
Production
Gross Wells              18            7               39            11
Drilled
Productive Gross         983           541             983           541
Wells

_____________________________________________

     Includes our share of venture activity in which we own a 50% interest.
^1   Our share of natural gas production is 57.8 MMcf and 128.0 MMcf in second
     quarter and first six months 2013, and 82.1 MMcf and 172.2 MMcf in second
     quarter and first six months 2012.
^2   BOE – Barrels of oil equivalent (converting natural gas to oil at 6 Mcfe
     / Bbl)
     Includes wells operated by third-party lessees/operators. Represent wells
^3   in which we own a royalty or working interest in a producing well.
     Excludes nine working interest wells as we also own a royalty interest in
     these wells.
^4   Excludes 8,000 net acres and 1,181 wells in which we have an overriding
     royalty interest
      

                             FORESTAR GROUP INC.
                             OIL AND GAS SEGMENT
                              MINERAL INTERESTS

                          MINERAL INTERESTS OWNED ^1

Forestar’s oil and gas segment includes approximately 590,000 owned net
mineral acres principally located in Texas, Louisiana, Georgia and Alabama.

                                       Held By
State          Unleased     Leased                    Total ^2
                                       Production
                            (Net acres)
Texas          213,000      12,000     27,000         252,000
Louisiana      117,000      18,000     9,000          144,000
Georgia        152,000      —          —              152,000
Alabama        40,000       —          —              40,000
California     1,000        —          —              1,000
Indiana        1,000        —          —              1,000
               524,000      30,000     36,000         590,000

_____________________________________________

^1 Represents net acres and includes ventures
^2 Excludes 477 net mineral acres located in Colorado

                           MINERAL INTERESTS LEASED

Forestar’s oil and gas segment includes approximately 218,000 net mineral
acres of leasehold interests principally located in Nebraska, Kansas,
Oklahoma, North Dakota and Texas, predominantly as result of our September 28,
2012 acquisition of Credo Petroleum.

                                 Held By
State            Undeveloped                       Total
                                 Production ^1
Nebraska         123,000         2,000             125,000
Kansas           34,000          5,000             39,000
Oklahoma         —               17,000            17,000
Alabama          10,000          —                 10,000
Texas            9,000           2,000             11,000
North Dakota     4,000           3,000             7,000
Other            5,000           4,000             9,000
                 185,000         33,000            218,000

_____________________________________________

^1 Excludes approximately 8,000 net acres of overriding royalty interests.

                                                      
FORESTAR GROUP INC.
OTHER NATURAL RESOURCES SEGMENT
PERFORMANCE METRICS
                                                        
                         Second Quarter                First Six Months
Other Natural            2013          2012            2013          2012
Resources
Fiber Sales*
Pulpwood tons sold         128,100       80,800          248,700       105,200
Average pulpwood         $ 10.84       $ 9.24          $ 11.26       $ 9.46
price per ton
Sawtimber tons sold        56,900        24,900          127,800       29,300
Average sawtimber        $ 23.87       $ 19.46         $ 23.04       $ 19.47
price per ton
                                                                      
Total tons sold            185,000       105,700         376,500       134,500
Average price per        $ 14.85       $ 11.66         $ 15.26       $ 11.64
ton
                                                                      
Recreational
Activity
Average recreational       121,800       131,800         122,200       131,400
acres leased
Average price per        $ 9.29        $ 8.84          $ 9.29        $ 8.82
leased acre

_____________________________________________

*The majority of our fiber sales were to International Paper at market prices.

                             FORESTAR GROUP INC.
                           PROJECTS IN ENTITLEMENT

A summary of our real estate projects in the entitlement process ^(a) at
second quarter-end 2013 follows:

Project                   County              Market          Project Acres
                                                              ^(b)
California
Hidden Creek Estates      Los Angeles         Los Angeles     700
Terrace at Hidden         Los Angeles         Los Angeles     30
Hills
                                                               
Georgia
Ball Ground               Cherokee            Atlanta         500
Crossing                  Coweta              Atlanta         230
Fincher Road              Cherokee            Atlanta         3,890
Fox Hall                  Coweta              Atlanta         960
Garland Mountain          Cherokee/Bartow     Atlanta         350
Martin’s Bridge           Banks               Atlanta         970
Mill Creek                Coweta              Atlanta         770
Serenity                  Carroll             Atlanta         440
Wolf Creek                Carroll/Douglas     Atlanta         12,230
Yellow Creek              Cherokee            Atlanta         1,060
                                                               
Texas
Lake Houston              Harris/Liberty      Houston         3,700
San Jacinto               Montgomery          Houston         150
Total                                                         25,980

_____________________________________________

      A project is deemed to be in the entitlement process when customary
      steps necessary for the preparation of an application for governmental
      land-use approvals, like conducting pre-application meetings or similar
(a)   discussions with governmental officials, have commenced, or an
      application has been filed. Projects listed may have significant steps
      remaining, and there is no assurance that entitlements ultimately will
      be received.
      Project acres, which are the total for the project regardless of our
(b)   ownership interest, are approximate. The actual number of acres entitled
      may vary.
       

                             FORESTAR GROUP INC.
                             REAL ESTATE PROJECTS

A summary of activity within our projects in the development process, which
includes entitled ^(a), developed and under development real estate projects,
at second quarter-end 2013 follows:

                                                   Residential Lots ^(c)       Commercial Acres ^(d)
                                      Interest     Lots Sold                   Acres         Acres
Project          County               Owned        Since         Lots          Sold          Remaining
                                      ^(b)         Inception     Remaining     Since         ^(f)
                                                                               Inception
Projects we
own
                                                                                              
California
San Joaquin      Contra               100%         —             —             —             288
River            Costa/Sacramento
                                                                                              
Colorado
Buffalo          Weld                 100%         —             164           —             —
Highlands
Johnstown        Weld                 100%         170           436           2             7
Farms
Pinery West      Douglas              100%         —             —             20            91
Stonebraker      Weld                 100%         —             603           —             —
                                                                                              
Tennessee
Azalea Park      Hays                 100%         —             173           —             —
                                                                                              
Texas
Arrowhead        Hays                 100%         —             387           —             6
Ranch
Bar C Ranch      Tarrant              100%         292           813           —             —
Barrington       Harris               100%         75            105           —             —
Kingwood
Cibolo           Bexar                100%         766           709           96            54
Canyons
Harbor Lakes     Hood                 100%         208           241           2             19
Hunter’s         Bastrop              100%         423           67            38            71
Crossing
La Conterra      Williamson           100%         132           369           —             58
Lakes of         Collin               100%         5             280           —             —
Prosper
Maxwell          Collin               100%         839           160           10            —
Creek
Oak Creek        Comal                100%         142           505           13            —
Estates
Stoney Creek     Dallas               100%         149           605           —             —
Summer Creek     Tarrant              100%         842           432           35            44
Ranch
Summer Lakes     Fort Bend            100%         491           639           56            —
Summer Park      Fort Bend            100%         —             198           28            62
The Colony       Bastrop              100%         445           704           22            31
The Preserve
at Pecan         Denton               100%         429           365           —             7
Creek
Village Park     Collin               100%         536           220           3             2
Westside at
Buttercup        Williamson           100%         1,435         61            66            —
Creek
Other
projects         Various              100%         2,100         156           218           36
(10)
                                                                                              
Georgia
Seven Hills      Paulding             100%         682           408           26            113
The Villages
at Burt          Dawson               100%         —             1,715         —             57
Creek
Towne West       Bartow               100%         —             2,674         —             121
Other
projects         Various              100%         76            3,017         —             705
(17)
                                                                                              
Florida
Other            Various              100%         301           —             —             —
projects (2)
                                                                                              
Missouri and
Utah
Other            Various              100%         500           54            —             —
projects (2)
                                                   11,038        16,260        635           1,772
                                                                                              
Projects in
entities we
consolidate
Texas
City Park        Harris               75%          1,239         72            50            115
Lantana ^(e)     Denton               55%          812           1,314         9             3
Timber Creek     Collin               88%          —             614           —             —
Willow Creek     Waller/Fort Bend     90%          62            169           —             —
Farms II
Other            Various              Various      7             200           —             129
projects (2)
                                                                                              
Georgia
The Georgian     Paulding             75%          289           1,052         —             —
                                                   2,409         3,421         59            247
Total owned
and                                                13,447        19,681        694           2,019
consolidated
                                                                                              
Projects in ventures that we
account for using the equity
method
Texas
Entrada          Travis               50%          —             821           —             —
Fannin Farms     Tarrant              50%          324           24            —             12
West
Harper’s         Montgomery           50%          281           1,412         —             59
Preserve
Lantana ^(e)     Denton               Various      1,163         62            16            42
Long Meadow      Fort Bend            37%          1,057         745           121           178
Farms
Southern         Brazoria             80%          629           362           —             —
Trails
Stonewall        Bexar                50%          317           69            —             —
Estates
Other            Nueces               50%          —             —             —             15
projects (1)
Total in                                           3,771         3,495         137           306
ventures
Combined                                           17,218        23,176        831           2,325
total

_____________________________________________

      A project is deemed entitled when all major discretionary governmental
(a)   land-use approvals have been received. Some projects may require
      additional permits and/or non-governmental authorizations for
      development.
      Interest owned reflects our net equity interest in the project, whether
      owned directly or indirectly. There are some projects that have multiple
(b)   ownership structures within them. Accordingly, portions of these
      projects may appear as owned, consolidated or accounted for using the
      equity method.
      Lots are for the total project, regardless of our ownership interest.
(c)   Lots remaining represent vacant developed lots, lots under development
      and future planned lots and are subject to change based on business plan
      revisions.
      Commercial acres are for the total project, regardless of our ownership
(d)   interest, and are net developable acres, which may be fewer than the
      gross acres available in the project.
      The Lantana project consists of a series of 23 partnerships in which our
(e)   voting interests range from 25 percent to 55 percent. We account for two
      of these partnerships using the equity method and we consolidate the
      remaining partnerships.
(f)   Excludes acres associated with commercial and income producing
      properties.
       

A summary of our significant commercial and income producing properties at
second quarter-end 2013 follows:

                                     Interest
Project      County       Market     Owned        Type            Acres     Description
                                     ^(a)
Radisson                                                                    413 guest
Hotel        Travis       Austin     100%         Hotel           2         rooms and
                                                                            suites
Eleven                                                                      257-unit
^(b)         Travis       Austin     25%          Multifamily     3         luxury
                                                                            apartment
360°                                                                        304-unit
^(b)         Arapahoe     Denver     20%          Multifamily     4         luxury
                                                                            apartment
Midtown                                                                     354-unit
Cedar        Dallas       Dallas     100%         Multifamily     13        luxury
Hill                                                                        apartment
^(b)

_____________________________________________

(a) Interest owned reflects our total interest in the project, whether owned
directly or indirectly.
(b) Construction in progress.

Contact:

Forestar Group Inc.
Anna E. Torma, 512-433-5312
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