for-20250331

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 March 31, 2025


☐			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 -- 50,823,800 shares as of April 18, 2025


			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			17
Item 3. Quantitative and Qualitative Disclosures About Market Risk			27
Item 4. Controls and Procedures			27
PART II — OTHER INFORMATION
Item 1. Legal Proceedings			28
Item 5. Other Information			28
Item 6. Exhibits			29
SIGNATURE			30


	March 31, 2025		September 30, 2024
	(In millions, except share data)
ASSETS
Cash and cash equivalents	$	174.3	$	481.2
Real estate	2,759.4		2,266.2
Investment in unconsolidated ventures	—		0.3
Property and equipment, net	7.1		7.1
Other assets	101.9		85.3
Total assets	$	3,042.7	$	2,840.1
LIABILITIES
Accounts payable	$	70.0	$	85.9
Accrued development costs	122.9		144.6
Earnest money on sales contracts	212.1		172.3
Deferred tax liability, net	74.9		67.5
Accrued expenses and other liabilities	44.4		68.3
Debt	872.5		706.4
Total liabilities	1,396.8		1,245.0
Commitments and contingencies (Note 11)
EQUITY
Common stock, par value $1.00 per share, 200,000,000 authorized shares, 50,823,800 and 50,653,637 shares issued and outstanding at March 31, 2025 and September 30, 2024, respectively	50.8		50.7
Additional paid-in capital	667.8		665.2
Retained earnings	926.3		878.2
Stockholders' equity	1,644.9		1,594.1
Noncontrolling interests	1.0		1.0
Total equity	1,645.9		1,595.1
Total liabilities and equity	$	3,042.7	$	2,840.1


	Three Months Ended March 31,				Six Months Ended March 31,
	2025		2024		2025		2024
	(In millions, except per share amounts)
Revenues	$	351.0	$	333.8	$	601.3	$	639.7
Cost of sales	271.8		250.7		467.2		483.7
Selling, general and administrative expense	38.4		29.2		74.3		57.2
Equity in earnings of unconsolidated ventures	—		—		(0.6)		—

Interest and other income	(1.0)		(5.0)		(3.3)		(11.3)
Loss on extinguishment of debt	1.1		—		1.1		—
Income before income taxes	40.7		58.9		62.6		110.1
Income tax expense	9.1		13.9		14.5		26.9
Net income	$	31.6	$	45.0	$	48.1	$	83.2



Basic net income per common share	$	0.62	$	0.90	$	0.95	$	1.66
Weighted average number of common shares	50.8		50.1		50.8		50.1

Diluted net income per common share	$	0.62	$	0.89	$	0.94	$	1.65
Adjusted weighted average number of common shares	51.0		50.6		51.1		50.5


	Common Stock		Additional Paid-in Capital		Retained Earnings		Non-controlling Interests		Total Equity
	(In millions, except share amounts)
Balances at September 30, 2024 (50,653,637 shares)	$	50.7	$	665.2	$	878.2	$	1.0	$	1,595.1
Net income	—		—		16.5		—		16.5
Stock issued under employee benefit plans (16,309 shares)	—		—		—		—		—
Cash paid for shares withheld for taxes	—		(0.1)		—		—		(0.1)
Stock-based compensation expense	—		2.6		—		—		2.6
Balances at December 31, 2024 (50,669,946 shares)	$	50.7	$	667.7	$	894.7	$	1.0	$	1,614.1
Net income	—		—		31.6		—		31.6

Stock issued under employee benefit plans (153,854 shares)	0.1		—		—		—		0.1
Cash paid for shares withheld for taxes	—		(1.6)		—		—		(1.6)
Stock-based compensation expense	—		1.7		—		—		1.7
Balances at March 31, 2025 (50,823,800 shares)	$	50.8	$	667.8	$	926.3	$	1.0	$	1,645.9


	March 31, 2025		September 30, 2024
	(In millions)
Developed and under development projects	$	2,506.6	$	2,126.1
Land held for future development	252.8		140.1
	$	2,759.4	$	2,266.2


	March 31, 2025		September 30, 2024
	(Dollars in millions)
Residential lots under contract to sell to D.R. Horton	24,700		20,500
Owned lots subject to right of first offer with D.R. Horton based on executed purchase and sale agreements	19,200		17,200
Earnest money deposits from D.R. Horton for lots under contract	$	207.0	$	168.4
Remaining sales price of lots under contract with D.R. Horton	$	2,187.5	$	1,840.5


			Fair Value at March 31, 2025
	Carrying Value		Level 1		Level 2		Level 3		Total
	(In millions)
Cash and cash equivalents (a)	$	174.3	$	174.3	$	—	$	—	$	174.3
Debt (b) (c)	872.5		—		853.2		9.9		863.1


			Fair Value at September 30, 2024
	Carrying Value		Level 1		Level 2		Level 3		Total
	(In millions)
Cash and cash equivalents (a)	$	481.2	$	481.2	$	—	$	—	$	481.2
Debt (b) (c)	706.4		—		683.6		9.9		693.5


	March 31, 2025	September 30, 2024
Lots owned	68,400	57,800
Lots controlled through land and lot purchase contracts	37,500	37,300
Total lots owned and controlled	105,900	95,100

Owned lots under contract to sell to D.R. Horton	24,700	20,500
Owned lots under contract to customers other than D.R. Horton	700	500
Total owned lots under contract	25,400	21,000

Owned lots subject to right of first offer with D.R. Horton based on executed purchase and sale agreements	19,200	17,200
Owned lots fully developed	9,500	6,300


Exhibit Number						Exhibit
3.1						Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Forestar Group Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 22, 2025).
3.2						Third Amended and Restated Certificate of Incorporation of Forestar Group Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 22, 2025).
4.1						Indenture dated as of March 14, 2025 among Forestar Group Inc., the subsidiary guarantors party t hereto and U.S. Bank Trust Company, National Association, as T rustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the Securi ties and Exchange Commission on March 14, 2025 ).
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.


	Three Months Ended March 31,				Six Months Ended March 31,
	2025		2024		2025		2024
	(In millions)
Capitalized interest, beginning of period	$	67.7	$	60.5	$	63.0	$	58.5
Interest incurred	10.6		8.2		18.8		16.3
Interest charged to cost of sales	(6.4)		(6.5)		(9.9)		(12.6)
Capitalized interest, end of period	$	71.9	$	62.2	$	71.9	$	62.2


	March 31, 2025		September 30, 2024
	(In millions)
Unsecured:
Revolving credit facility	$	—	$	—
3.85% senior notes due 2026 (1)	70.4		398.4
5.0% senior notes due 2028 (1)	298.4		298.1
6.5% senior notes due 2033 (1)	493.8		—
Other note payable	9.9		9.9
	$	872.5	$	706.4


		Forestar Group Inc.

Date:	April 22, 2025	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