Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________
FORM 10-Q
_________________________________________________________
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x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2016
or
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¨ | 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)
_________________________________________________________
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| | |
Delaware | | 26-1336998 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
6300 Bee Cave Road, Building Two, Suite 500, Austin, Texas 78746
(Address of Principal Executive Offices, Including Zip Code)
(512) 433-5200
(Registrant’s Telephone Number, Including Area Code)
_________________________________________________________
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer | ¨ | | Accelerated filer | x |
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Non-accelerated filer | ¨ | (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
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.
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| | |
Title of Each Class | | Number of Shares Outstanding as of November 3, 2016 |
Common Stock, par value $1.00 per share | | 33,722,230 |
FORESTAR GROUP INC.
TABLE OF CONTENTS
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
FORESTAR GROUP INC.
Consolidated Balance Sheets
(Unaudited)
|
| | | | | | | |
| Third Quarter-End | | Year-End |
| 2016 | | 2015 |
| (In thousands, except share data) |
ASSETS | |
Cash and cash equivalents | $ | 122,130 |
| | $ | 96,442 |
|
Real estate, net | 387,074 |
| | 586,715 |
|
Assets of discontinued operations | 124 |
| | 104,967 |
|
Assets held for sale | 14,394 |
| | — |
|
Investment in unconsolidated ventures | 79,564 |
| | 82,453 |
|
Timber | 6,629 |
| | 7,683 |
|
Receivables, net | 1,300 |
| | 19,025 |
|
Income taxes receivable | 23,068 |
| | 12,056 |
|
Prepaid expenses | 1,606 |
| | 3,116 |
|
Property and equipment, net | 9,686 |
| | 10,732 |
|
Goodwill and other intangible assets | 43,455 |
| | 43,455 |
|
Other assets | 3,047 |
| | 5,602 |
|
TOTAL ASSETS | $ | 692,077 |
| | $ | 972,246 |
|
LIABILITIES AND EQUITY | | | |
Accounts payable | $ | 6,535 |
| | $ | 11,617 |
|
Accrued employee compensation and benefits | 4,360 |
| | 5,547 |
|
Accrued property taxes | 4,197 |
| | 4,529 |
|
Accrued interest | 569 |
| | 3,267 |
|
Deferred tax liability, net | 1,021 |
| | 1,037 |
|
Earnest money deposits | 11,370 |
| | 10,214 |
|
Other accrued expenses | 10,488 |
| | 14,556 |
|
Liabilities of discontinued operations | 3,637 |
| | 11,192 |
|
Other liabilities | 20,372 |
| | 24,657 |
|
Debt, net | 112,348 |
| | 381,515 |
|
TOTAL LIABILITIES | 174,897 |
| | 468,131 |
|
COMMITMENTS AND CONTINGENCIES |
| |
|
EQUITY | | | |
Forestar Group Inc. shareholders’ equity: | | | |
Common stock, par value $1.00 per share, 200,000,000 authorized shares, 36,946,603 issued at third quarter-end 2016 and year-end 2015 | 36,947 |
| | 36,947 |
|
Additional paid-in capital | 560,248 |
| | 561,850 |
|
Accumulated deficit | (31,143 | ) | | (46,046 | ) |
Treasury stock, at cost, 3,224,373 shares at third quarter-end 2016 and 3,203,768 shares at year-end 2015 | (50,339 | ) | | (51,151 | ) |
Total Forestar Group Inc. shareholders’ equity | 515,713 |
| | 501,600 |
|
Noncontrolling interests | 1,467 |
| | 2,515 |
|
TOTAL EQUITY | 517,180 |
| | 504,115 |
|
TOTAL LIABILITIES AND EQUITY | $ | 692,077 |
| | $ | 972,246 |
|
Please read the notes to consolidated financial statements.
FORESTAR GROUP INC.
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
(Unaudited)
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| | | | | | | | | | | | | | | |
| Third Quarter | | First Nine Months |
| 2016 | | 2015 | | 2016 | | 2015 |
| (In thousands, except per share amounts) |
REVENUES | | | | | | | |
Real estate sales and other | $ | 45,285 |
| | $ | 18,369 |
| | $ | 114,711 |
| | $ | 68,630 |
|
Commercial and income producing properties | 12 |
| | 9,588 |
| | 13,065 |
| | 31,566 |
|
Real estate | 45,297 |
| | 27,957 |
| | 127,776 |
| | 100,196 |
|
Mineral resources | 1,423 |
| | 2,502 |
| | 3,842 |
| | 7,616 |
|
Other | 487 |
| | 1,726 |
| | 1,199 |
| | 5,372 |
|
| 47,207 |
| | 32,185 |
| | 132,817 |
| | 113,184 |
|
COSTS AND EXPENSES | | | | | | | |
Cost of real estate sales and other | (24,884 | ) | | (9,588 | ) | | (105,023 | ) | | (33,840 | ) |
Cost of commercial and income producing properties | (4,375 | ) | | (6,780 | ) | | (15,326 | ) | | (22,020 | ) |
Cost of mineral resources | (182 | ) | | (2,119 | ) | | (572 | ) | | (2,774 | ) |
Cost of other | (363 | ) | | (819 | ) | | (867 | ) | | (2,599 | ) |
Other operating expenses | (6,471 | ) | | (12,319 | ) | | (26,879 | ) | | (37,013 | ) |
General and administrative | (5,177 | ) | | (9,467 | ) | | (16,508 | ) | | (22,510 | ) |
| (41,452 | ) | | (41,092 | ) | | (165,175 | ) | | (120,756 | ) |
GAIN ON SALE OF ASSETS | 501 |
| | 425 |
| | 121,732 |
| | 1,585 |
|
OPERATING INCOME (LOSS) | 6,256 |
| | (8,482 | ) | | 89,374 |
| | (5,987 | ) |
Equity in earnings of unconsolidated ventures | 3,637 |
| | 2,909 |
| | 3,872 |
| | 11,538 |
|
Interest expense | (3,369 | ) | | (8,315 | ) | | (17,926 | ) | | (25,851 | ) |
Loss on extinguishment of debt, net | — |
| | — |
| | (35,864 | ) | | — |
|
Other non-operating income | 1,249 |
| | 62 |
| | 1,620 |
| | 1,762 |
|
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE TAXES | 7,773 |
| | (13,826 | ) | | 41,076 |
| | (18,538 | ) |
Income tax benefit (expense) | 9,666 |
| | (43,568 | ) | | (7,415 | ) | | (41,699 | ) |
NET INCOME (LOSS) FROM CONTINUING OPERATIONS | 17,439 |
| | (57,394 | ) | | 33,661 |
| | (60,237 | ) |
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAXES | (7,164 | ) | | (106,937 | ) | | (17,428 | ) | | (146,649 | ) |
CONSOLIDATED NET INCOME (LOSS) | 10,275 |
| | (164,331 | ) | | 16,233 |
| | (206,886 | ) |
Less: Net (income) loss attributable to noncontrolling interests | (610 | ) | | 115 |
| | (1,330 | ) | | 5 |
|
NET INCOME (LOSS) ATTRIBUTABLE TO FORESTAR GROUP INC. | $ | 9,665 |
| | $ | (164,216 | ) | | $ | 14,903 |
| | $ | (206,881 | ) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | | | | | | | |
Basic | 34,099 |
| | 34,299 |
| | 34,234 |
| | 34,248 |
|
Diluted | 42,260 |
| | 34,299 |
| | 42,334 |
| | 34,248 |
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NET INCOME (LOSS) PER BASIC SHARE | | | | | | | |
Continuing operations | $ | 0.40 |
| | $ | (1.67 | ) | | $ | 0.77 |
| | $ | (1.76 | ) |
Discontinued operations | (0.17 | ) | | (3.12 | ) | | (0.42 | ) | | (4.28 | ) |
NET INCOME (LOSS) PER BASIC SHARE | $ | 0.23 |
| | $ | (4.79 | ) | | $ | 0.35 |
| | $ | (6.04 | ) |
NET INCOME (LOSS) PER DILUTED SHARE | | | | | | | |
Continuing operations | 0.40 |
| | (1.67 | ) | | 0.76 |
| | (1.76 | ) |
Discontinued operations | (0.17 | ) | | (3.12 | ) | | (0.41 | ) | | (4.28 | ) |
NET INCOME (LOSS) PER DILUTED SHARE | 0.23 |
| | (4.79 | ) | | 0.35 |
| | (6.04 | ) |
TOTAL COMPREHENSIVE INCOME (LOSS) | $ | 9,665 |
| | $ | (164,216 | ) | | $ | 14,903 |
| | $ | (206,881 | ) |
Please read the notes to consolidated financial statements.
FORESTAR GROUP INC.
Consolidated Statements of Cash Flows
(Unaudited) |
| | | | | | | |
| First Nine Months |
| 2016 | | 2015 |
| (In thousands) |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | |
Consolidated net income (loss) | $ | 16,233 |
| | $ | (206,886 | ) |
Adjustments: | | | |
Depreciation, depletion and amortization | 9,885 |
| | 36,780 |
|
Change in deferred income taxes | (16 | ) | | 39,106 |
|
Equity in earnings of unconsolidated ventures | (3,872 | ) | | (11,538 | ) |
Distributions of earnings of unconsolidated ventures | 4,793 |
| | 7,343 |
|
Share-based compensation | 2,665 |
| | 5,531 |
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Real estate cost of sales | 56,817 |
| | 33,575 |
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Dry hole and unproved leasehold impairment charges | — |
| | 46,722 |
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Real estate development and acquisition expenditures, net | (56,552 | ) | | (81,055 | ) |
Reimbursements from utility and improvement districts | 13,698 |
| | 8,285 |
|
Asset impairments | 57,065 |
| | 91,146 |
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Loss on debt extinguishment, net | 35,864 |
| | — |
|
Gain on sale of assets | (108,114 | ) | | (265 | ) |
Other | 3,639 |
| | 2,390 |
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Changes in: | | | |
Notes and accounts receivable | 20,734 |
| | 9,395 |
|
Prepaid expenses and other | 1,536 |
| | 3,106 |
|
Accounts payable and other accrued liabilities | (13,556 | ) | | (2,300 | ) |
Income taxes | (11,012 | ) | | 3,625 |
|
Net cash provided by (used for) operating activities | 29,807 |
| | (15,040 | ) |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | |
Property, equipment, software, reforestation and other | (5,902 | ) | | (10,882 | ) |
Oil and gas properties and equipment | (579 | ) | | (47,043 | ) |
Investment in unconsolidated ventures | (5,615 | ) | | (23,908 | ) |
Proceeds from sales of assets | 319,351 |
| | 13,571 |
|
Return of investment in unconsolidated ventures | 3,948 |
| | 7,783 |
|
Net cash provided by (used for) investing activities | 311,203 |
| | (60,479 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | |
Payments of debt | (311,724 | ) | | (7,527 | ) |
Additions to debt | 2,749 |
| | 7,105 |
|
Distributions to noncontrolling interests, net | (2,378 | ) | | (703 | ) |
Repurchases of common stock | (3,537 | ) | | — |
|
Payroll taxes on issuance of stock-based awards | (221 | ) | | (722 | ) |
Other | (211 | ) | | (121 | ) |
Net cash used for financing activities | (315,322 | ) | | (1,968 | ) |
| | | |
Net increase (decrease) in cash and cash equivalents | 25,688 |
| | (77,487 | ) |
Cash and cash equivalents at beginning of period | 96,442 |
| | 170,127 |
|
Cash and cash equivalents at end of period | $ | 122,130 |
| | $ | 92,640 |
|
Please read the notes to consolidated financial statements.
FORESTAR GROUP INC.
Notes to Consolidated Financial Statements
(Unaudited)
Note 1—Basis of Presentation
Our consolidated financial statements include the accounts of Forestar Group Inc., all subsidiaries, ventures and other entities in which we have a controlling interest. We account for our investment in other entities in which we have significant influence over operations and financial policies using the equity method. We eliminate all material intercompany accounts and transactions. Noncontrolling interests in consolidated pass-through entities are recognized before income taxes.
We prepare our unaudited interim financial statements in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") and Securities and Exchange Commission requirements for interim financial statements. As a result, they do not include all the information and disclosures required for complete financial statements. However, in our opinion, all adjustments considered necessary for a fair presentation have been included. Such adjustments consist only of normal recurring items unless otherwise noted. We make estimates and assumptions about future events. Actual results can, and probably will, differ from those we currently estimate including those principally related to allocating costs to real estate, measuring long-lived assets for impairment, oil and gas revenue accruals, capital expenditure and lease operating expense accruals associated with our oil and gas production activities, oil and gas reserves and depletion of our oil and gas properties. These interim operating results are not necessarily indicative of the results that may be expected for the entire year. For further information, please read the financial statements included in our 2015 Annual Report on Form 10-K.
At third quarter-end 2016, we have divested substantially all of our oil and gas working interest properties. As a result of this significant change in our operations, we have reported the results of operations and financial position of these assets as discontinued operations within the consolidated statements of income (loss) and comprehensive income (loss) and consolidated balance sheets for all periods presented. In addition, in second quarter 2016, we changed the name of the oil and gas segment to mineral resources to reflect the strategic shift from oil and gas working interest investments to owned mineral interests. We also changed the name of the other natural resources segment to other.
Note 2—New and Pending Accounting Pronouncements
Adoption of New Accounting Standards
In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, as part of its initiative to reduce complexity in accounting standards. To simplify presentation of debt issuance costs, the amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. In August 2015, the FASB issued ASU 2015-15, Interest-Imputation of Interest (Subtopic 835-30), Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update), which allows an entity to defer and present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The updated standards are effective for financial statements issued for annual and interim periods beginning after December 15, 2015. We adopted ASU 2015-03 in first quarter 2016 and prior period amounts have been reclassified to conform to the current period presentation. As of December 31, 2015, $8,267,000 of debt issuance costs were reclassified in the consolidated balance sheet from other assets to debt. The adoption did not impact our consolidated financial position, results of operations or cash flows. As permitted under this guidance, we will continue to present debt issuance costs associated with revolving-debt agreements as other assets.
In February 2015, the FASB issued ASU 2015-02, Consolidation: Amendments to the Consolidation Analysis (Topic 810), requiring entities to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. The revised consolidation model: (1) modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities, (2) eliminates the presumption that a general partner should consolidate a limited partnership, (3) affects the consolidation analysis of reporting entities that are involved with VIEs, and (4) provides a scope exception from consolidation guidance for reporting entities with interests in certain legal entities. The updated standard is effective for financial statements issued for annual and interim periods beginning after December 15, 2015. The adoption of this guidance, which was applied retrospectively, had no impact to our consolidated financial statements.
Pending Accounting Standards
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The updated standard becomes effective for annual and interim periods beginning after December 15, 2017. We have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our earnings, financial position and disclosures.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), in order to provide increased transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The updated standard is effective for financial statements issued for annual periods beginning after December 15, 2019 and interim periods within fiscal years beginning after December 31, 2020 with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our earnings, financial position and disclosures.
In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, as part of its simplification initiative. The areas for simplification in this update involve several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and the classification on the statement of cash flows. The updated standard becomes effective for annual and interim periods beginning after December 31, 2016. We are currently evaluating the effect that the updated standard will have on our earnings, financial position and disclosures.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), in order to address eight specific cash flow issues with the objective of reducing the existing diversity in practice. The updated standard is effective for financial statements issued for annual periods beginning after December 15, 2017 and interim periods within those fiscal years with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our earnings, financial position and disclosures.
Note 3—Real Estate
Real estate consists of:
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| | | | | | | | | | | | | | | | | | | | | | | |
| Third Quarter-End 2016 | | Year-End 2015 |
| Carrying Value | | Accumulated Depreciation | | Net Carrying Value | | Carrying Value | | Accumulated Depreciation | | Net Carrying Value |
| (In thousands) |
Entitled, developed and under development projects | $ | 293,356 |
| | $ | — |
| | $ | 293,356 |
| | $ | 352,141 |
| | $ | — |
| | $ | 352,141 |
|
Timberland and undeveloped land (includes land in entitlement) | 93,718 |
| | — |
| | 93,718 |
| | 98,181 |
| | — |
| | 98,181 |
|
Commercial | | | | |
| | | | | | |
Radisson Hotel & Suites (a) | — |
| | — |
| | — |
| | 62,889 |
| | (29,268 | ) | | 33,621 |
|
Income producing properties | | | | | | | | | | | |
Eleven (a) | — |
| | — |
| | — |
| | 53,896 |
| | (2,861 | ) | | 51,035 |
|
Dillon (a) | — |
| | — |
| | — |
| | 19,987 |
| | — |
| | 19,987 |
|
Music Row (a) | — |
| | — |
| | — |
| | 9,947 |
| | — |
| | 9,947 |
|
Downtown Edge multifamily site (b) | — |
| | — |
| | — |
| | 12,706 |
| | — |
| | 12,706 |
|
West Austin multifamily site (b) | — |
| | — |
| | — |
| | 9,097 |
| | — |
| | 9,097 |
|
| $ | 387,074 |
| | $ | — |
| | $ | 387,074 |
| | $ | 618,844 |
| | $ | (32,129 | ) | | $ | 586,715 |
|
___________________
| |
(b) | Classified as assets held for sale at third quarter-end 2016. |
At third quarter-end 2016, Downtown Edge and West Austin, two multifamily sites in Austin, were classified as held for sale at a net carrying amount of $14,394,000.
In first nine months 2016, we sold the Radisson Hotel & Suites, a 413 room hotel in Austin, for $130,000,000, generating$128,764,000 in net proceeds before paying in full the associated debt of $15,400,000 and recognized a gain on sale of $95,336,000. We also sold Eleven, a wholly-owned 257-unit multifamily property in Austin, for $60,150,000, generating $59,719,000 in net proceeds before paying in full the associated debt of $23,936,000 and recognized a gain on sale of $9,116,000. In addition, we sold Dillon, a planned 379-unit multifamily property that was under construction in Charlotte, for $25,979,000, generating $25,433,000 in net proceeds and recognized a gain on sale of $1,229,000 and Music Row, a planned 230-unit multifamily property that was under construction in Nashville, for $15,025,000, generating $14,703,000 in net proceeds and recognized a gain on sale of $3,968,000.
In third quarter and first nine months 2016, we recognized non-cash impairment charges of $7,627,000 and $56,453,000 related to six non-core community development projects and two multifamily sites. These impairments were a result of our key initiative to review our entire portfolio of assets which resulted in business plan changes, inclusive of cash tax savings considerations, to market these properties for sale, which resulted in adjustment of the carrying value to fair value.
Our estimated costs of assets for which we expect to be reimbursed by utility and improvement districts were $54,290,000 at third quarter-end 2016 and $67,554,000 at year-end 2015, including $22,361,000 at third quarter-end 2016 and $22,302,000 at year-end 2015 related to our Cibolo Canyons project near San Antonio, Texas. In first nine months 2016, we have collected $13,197,000 in reimbursements that were previously submitted to these districts. At third quarter-end 2016, our inception-to-date submitted and approved reimbursements for the Cibolo Canyons project were $54,376,000 of which we have collected $36,109,000. These costs are principally for water, sewer and other infrastructure assets that we have incurred and submitted or will submit to utility or improvement districts for approval and reimbursement. We expect to be reimbursed by utility and improvement districts when these districts achieve adequate tax basis or otherwise have funds available to support payment.
Note 4—Discontinued Operations
At third quarter-end 2016, we have divested substantially all of our oil and gas working interest properties. As a result of this significant change in our operations, we have reported the results of operations and financial position of these assets as discontinued operations within the consolidated statements of income (loss) and comprehensive income (loss) and consolidated balance sheets for all periods presented. In addition, in second quarter 2016, we changed the name of the oil and gas segment to mineral resources to reflect the strategic shift from oil and gas working interest investments to owned mineral interests.
Summarized results from discontinued operations were as follows:
|
| | | | | | | | | | | | | | | |
| Third Quarter | | First Nine Months |
| 2016 | | 2015 | | 2016 | | 2015 |
| (In thousands) |
Revenues | $ | 180 |
| | $ | 10,983 |
| | $ | 5,827 |
| | $ | 35,219 |
|
Cost of sales | (108 | ) | | (93,434 | ) | | (6,593 | ) | | (174,462 | ) |
Other operating expenses | (3,318 | ) | | (1,644 | ) | | (5,707 | ) | | (8,652 | ) |
Loss from discontinued operations before income taxes | $ | (3,246 | ) | | $ | (84,095 | ) | | $ | (6,473 | ) | | $ | (147,895 | ) |
Gain (loss) on sale of assets before income taxes | 955 |
| | (2,174 | ) | | (13,618 | ) | | (1,320 | ) |
Income tax benefit (expense) | (4,873 | ) | | (20,668 | ) | | 2,663 |
| | 2,566 |
|
Loss from discontinued operations, net of taxes | $ | (7,164 | ) | | $ | (106,937 | ) | | $ | (17,428 | ) | | $ | (146,649 | ) |
In first nine months 2016, we recorded a net loss of $13,618,000 on the sale of 199,263 net mineral acres leased from others and 379 gross (95 net) producing oil and gas working interest wells in Nebraska, Kansas, Oklahoma and North Dakota for total net proceeds of $80,084,000, which includes $3,269,000 in reimbursement of capital costs incurred on in-progress wells that were assumed by the buyer. Other operating expenses in third quarter 2016 include loss contingency charges of $1,100,000 related to the Huffman litigation and $1,155,000 related to potential environmental liabilities to plug and abandon certain oil and gas wells in Wyoming. Please read Note 14—Commitments and Contingencies for additional information about these items. In third quarter and first nine months 2015, cost of sales includes non-cash impairment charges of $79,438,000 and $125,383,000.
The major classes of assets and liabilities of discontinued operations at third quarter-end 2016 and year-end 2015 are as follows:
|
| | | | | | | |
| Third Quarter-End | | Year-End |
| 2016 | | 2015 |
| (In thousands) |
Assets of Discontinued Operations: | | | |
Receivables, net of allowance for bad debt | $ | 116 |
| | $ | 4,632 |
|
Oil and gas properties and equipment, net | — |
| | 79,733 |
|
Goodwill and other intangible assets | — |
| | 19,673 |
|
Prepaid expenses | 8 |
| | 96 |
|
Other assets | — |
| | 833 |
|
| $ | 124 |
| | $ | 104,967 |
|
| | | |
Liabilities of Discontinued Operations: | | | |
Accounts payable | $ | 91 |
| | $ | 342 |
|
Accrued property taxes | — |
| | 259 |
|
Other accrued expenses | 3,546 |
| | 8,924 |
|
Other liabilities | — |
| | 1,667 |
|
| $ | 3,637 |
| | $ | 11,192 |
|
Significant operating activities and investing activities of discontinued operations are as follows:
|
| | | | | | | |
| First Nine Months |
| 2016 | | 2015 |
| (In thousands) |
Operating activities: | | | |
Asset impairments | $ | 612 |
| | $ | 88,614 |
|
Dry hole and unproved leasehold impairment charges | — |
| | 46,722 |
|
Loss (gain) on sale of assets | 13,618 |
| | 1,320 |
|
Depreciation, depletion and amortization | 2,202 |
| | 24,254 |
|
| $ | 16,432 |
| | $ | 160,910 |
|
| | | |
Investing activities: | | | |
Oil and gas properties and equipment | $ | (579 | ) | | $ | (47,043 | ) |
Proceeds from sales of assets | 76,815 |
| | 13,111 |
|
| $ | 76,236 |
| | $ | (33,932 | ) |
Note 5—Goodwill and Other Intangible Assets
Carrying value of goodwill and other intangible assets follows:
|
| | | | | | | |
| Third Quarter-End | | Year-End |
| 2016 | | 2015 |
| (In thousands) |
Goodwill | $ | 41,774 |
| | $ | 41,774 |
|
Identified intangibles | 1,681 |
| | 1,681 |
|
| $ | 43,455 |
| | $ | 43,455 |
|
Goodwill related to our mineral interests was $37,900,000 at third quarter-end 2016 and year-end 2015. Goodwill associated with our water resources initiatives was $3,874,000 at third quarter-end 2016 and year-end 2015.
Identified intangibles include $1,681,000 in indefinite lived groundwater leases associated with our water resources initiatives.
Note 6—Equity
A reconciliation of changes in equity through third quarter-end 2016 follows:
|
| | | | | | | | | | | |
| Forestar Group Inc. | | Noncontrolling Interests | | Total |
| (In thousands) |
Balance at year-end 2015 | $ | 501,600 |
| | $ | 2,515 |
| | $ | 504,115 |
|
Net income (loss) | 14,903 |
| | 1,330 |
| | 16,233 |
|
Distributions to noncontrolling interests | — |
| | (2,378 | ) | | (2,378 | ) |
Repurchase of common shares | (3,537 | ) | | — |
| | (3,537 | ) |
Other (primarily share-based compensation) | 2,747 |
| | — |
| | 2,747 |
|
| $ | 515,713 |
| | $ | 1,467 |
| | $ | 517,180 |
|
In first nine months 2016, we repurchased 283,976 shares of our common stock at an average price of $12.45 per share.
Note 7—Investment in Unconsolidated Ventures
We participate in real estate ventures for the purpose of acquiring and developing residential, multifamily and mixed-use communities in which we may or may not have a controlling financial interest. U.S. GAAP requires consolidation of Variable Interest Entities (VIEs) in which an enterprise has a controlling financial interest and is the primary beneficiary. A controlling financial interest will have both of the following characteristics: (a) the power to direct the VIE activities that most significantly impact economic performance and (b) the obligation to absorb the VIE losses and right to receive benefits that are significant to the VIE. We examine specific criteria and use judgment when determining whether a venture is a VIE and whether we are the primary beneficiary and must consolidate a VIE. We perform this review initially at the time we enter into venture agreements and reassess upon reconsideration events.
At third quarter-end 2016, we had ownership interests in 17 ventures that we accounted for using the equity method, of which none are a VIE.
In first nine months 2016, we sold our interest in FMF Peakview LLC (3600), a 304-unit multifamily joint venture near Denver, generating $13,917,000 in net proceeds and recognized a gain of $10,363,000 which is included in gain on sale of assets.
Combined summarized balance sheet information for our ventures accounted for using the equity method follows:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Venture Assets | | Venture Borrowings(a) | | Venture Equity | | Our Investment |
| Third Quarter-End | | Year-End | | Third Quarter-End | | Year-End | | Third Quarter-End | | Year-End | | Third Quarter-End | | Year-End |
| 2016 | | 2015 | | 2016 | | 2015 | | 2016 | | 2015 | | 2016 | | 2015 |
| (In thousands) |
242, LLC (b) | $ | 27,110 |
| | $ | 26,687 |
| | $ | 3,182 |
| | $ | — |
| | $ | 21,428 |
| | $ | 24,877 |
| | $ | 10,048 |
| | $ | 11,766 |
|
CL Ashton Woods, LLC (c) | 4,426 |
| | 7,654 |
| | — |
| | — |
| | 3,685 |
| | 6,084 |
| | 2,107 |
| | 3,615 |
|
CL Realty, LLC | 7,913 |
| | 7,872 |
| | — |
| | — |
| | 7,798 |
| | 7,662 |
| | 3,899 |
| | 3,831 |
|
CREA FMF Nashville LLC (b) | 56,117 |
| | 57,820 |
| | 37,192 |
| | 50,845 |
| | 17,297 |
| | 4,291 |
| | 4,984 |
| | 3,820 |
|
Elan 99, LLC | 49,671 |
| | 34,192 |
| | 32,461 |
| | 14,587 |
| | 13,628 |
| | 15,838 |
| | 12,265 |
| | 14,255 |
|
FOR/SR Forsyth LLC | 9,584 |
| | 6,500 |
| | — |
| | — |
| | 9,016 |
| | 6,500 |
| | 8,115 |
| | 5,850 |
|
FMF Littleton LLC | 70,704 |
| | 52,376 |
| | 42,083 |
| | 22,347 |
| | 23,838 |
| | 24,370 |
| | 6,138 |
| | 6,270 |
|
FMF Peakview LLC | — |
| | 48,869 |
| | — |
| | 30,485 |
| | — |
| | 16,828 |
| | — |
| | 3,447 |
|
HM Stonewall Estates, Ltd (c) | 814 |
| | 2,842 |
| | — |
| | — |
| | 814 |
| | 2,842 |
| | 814 |
| | 1,294 |
|
LM Land Holdings, LP (c) | 29,350 |
| | 31,984 |
| | 4,481 |
| | 7,728 |
| | 23,762 |
| | 22,751 |
| | 10,770 |
| | 9,664 |
|
MRECV DT Holdings LLC | 4,039 |
| | 4,215 |
| | — |
| | — |
| | 4,039 |
| | 4,215 |
| | 3,635 |
| | 3,807 |
|
MRECV Edelweiss LLC | 2,816 |
| | 2,237 |
| | — |
| | — |
| | 2,816 |
| | 2,237 |
| | 2,764 |
| | 2,029 |
|
MRECV Juniper Ridge LLC | 4,403 |
| | 3,006 |
| | — |
| | — |
| | 4,403 |
| | 3,006 |
| | 3,882 |
| | 2,730 |
|
MRECV Meadow Crossing II LLC | 2,366 |
| | 728 |
| | — |
| | — |
| | 2,366 |
| | 728 |
| | 2,129 |
| | 655 |
|
Miramonte Boulder Pass, LLC | 12,783 |
| | 12,627 |
| | 6,660 |
| | 5,869 |
| | 5,380 |
| | 5,474 |
| | 5,387 |
| | 5,349 |
|
Temco Associates, LLC | 5,357 |
| | 5,284 |
| | — |
| | — |
| | 5,225 |
| | 5,113 |
| | 2,612 |
| | 2,557 |
|
Other ventures | 26 |
| | 4,174 |
| | — |
| | 2,242 |
| | 26 |
| | 1,922 |
| | 15 |
| | 1,514 |
|
| $ | 287,479 |
| | $ | 309,067 |
| | $ | 126,059 |
| | $ | 134,103 |
| | $ | 145,521 |
| | $ | 154,738 |
| | $ | 79,564 |
| | $ | 82,453 |
|
Combined summarized income statement information for our ventures accounted for using the equity method follows:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Venture Revenues | | Venture Earnings (Loss) | | Our Share of Earnings (Loss) |
| Third Quarter | | First Nine Months | | Third Quarter | | First Nine Months | | Third Quarter | | First Nine Months |
| 2016 | | 2015 | | 2016 | | 2015 | | 2016 | | 2015 | | 2016 | | 2015 | | 2016 | | 2015 | | 2016 | | 2015 |
| (In thousands) |
242, LLC (b) | $ | 937 |
| | $ | 2,884 |
| | $ | 937 |
| | $ | 20,583 |
| | $ | 15 |
| | $ | 1,161 |
| | $ | (449 | ) | | $ | 9,034 |
| | $ | 14 |
| | $ | 597 |
| | $ | (218 | ) | | $ | 4,642 |
|
CL Ashton Woods, LP (c) | 288 |
| | 3,958 |
| | 1,977 |
| | 6,369 |
| | 83 |
| | 1,341 |
| | 601 |
| | 2,719 |
| | 129 |
| | 1,849 |
| | 892 |
| | 3,405 |
|
CL Realty, LLC | 140 |
| | 205 |
| | 386 |
| | 674 |
| | 72 |
| | 103 |
| | 136 |
| | 346 |
| | 37 |
| | 52 |
| | 68 |
| | 174 |
|
CREA FMF Nashville LLC (b) (d) | 1,291 |
| | 442 |
| | 3,273 |
| | 477 |
| | (145 | ) | | (991 | ) | | (1,214 | ) | | (1,207 | ) | | 1,484 |
| | (991 | ) | | 1,164 |
| | (1,207 | ) |
Elan 99, LLC | 461 |
| | — |
| | 628 |
| | — |
| | (867 | ) | | — |
| | (2,211 | ) | | (2 | ) | | (779 | ) | | — |
| | (1,989 | ) | | (2 | ) |
FMF Littleton LLC | 944 |
| | 6 |
| | 1,791 |
| | 6 |
| | (183 | ) | | (152 | ) | | (531 | ) | | (152 | ) | | (47 | ) | | (38 | ) | | (133 | ) | | (38 | ) |
FMF Peakview LLC | — |
| | 628 |
| | 939 |
| | 1,280 |
| | — |
| | (286 | ) | | (248 | ) | | (1,020 | ) | | — |
| | (58 | ) | | (50 | ) | | (204 | ) |
FOR/SR Forsyth LLC | — |
| | — |
| | — |
| | — |
| | (21 | ) | | — |
| | (38 | ) | | — |
| | (19 | ) | | — |
| | (34 | ) | | — |
|
HM Stonewall Estates, Ltd (c) | 822 |
| | 921 |
| | 1,948 |
| | 2,590 |
| | 280 |
| | 480 |
| | 794 |
| | 1,292 |
| | 120 |
| | 157 |
| | 347 |
| | 730 |
|
LM Land Holdings, LP (c) | 3,505 |
| | 1,857 |
| | 6,531 |
| | 8,154 |
| | 2,502 |
| | 1,391 |
| | 4,557 |
| | 5,179 |
| | 836 |
| | 423 |
| | 1,481 |
| | 1,710 |
|
MRECV DT Holdings LLC | 162 |
| | — |
| | 379 |
| | — |
| | 157 |
| | 167 |
| | 372 |
| | 167 |
| | 141 |
| | — |
| | 334 |
| | — |
|
MRECV Edelweiss LLC | 106 |
| | — |
| | 287 |
| | — |
| | 106 |
| | 125 |
| | 280 |
| | 125 |
| | 96 |
| | 65 |
| | 252 |
| | 65 |
|
MRECV Juniper Ridge LLC | 151 |
| | — |
| | 356 |
| | — |
| | 151 |
| | 105 |
| | 357 |
| | 105 |
| | 135 |
| | — |
| | 321 |
| | — |
|
MRECV Meadow Crossing II LLC | 112 |
| | — |
| | 141 |
| | — |
| | 112 |
| | — |
| | 94 |
| | — |
| | 101 |
| | — |
| | 84 |
| | — |
|
Miramonte Boulder Pass, LLC | 1,015 |
| | — |
| | 1,678 |
| | — |
| | (126 | ) | | (92 | ) | | (285 | ) | | (141 | ) | | (63 | ) | | (46 | ) | | (142 | ) | | (71 | ) |
PSW Communities, LP | — |
| | 5,145 |
| | — |
| | 21,214 |
| | — |
| | 613 |
| | — |
| | 3,141 |
| | — |
| | 127 |
| | — |
| | 1,088 |
|
Temco Associates, LLC | 77 |
| | 8,019 |
| | 224 |
| | 9,163 |
| | 32 |
| | 1,618 |
| | 111 |
| | 2,077 |
| | 16 |
| | 809 |
| | 56 |
| | 1,039 |
|
Other ventures | 6,520 |
| | 71 |
| | 6,520 |
| | 3,772 |
| | 2,166 |
| | 242 |
| | 2,109 |
| | (16 | ) | | 1,436 |
| | (37 | ) | | 1,439 |
| | 207 |
|
| $ | 16,531 |
| | $ | 24,136 |
| | $ | 27,995 |
| | $ | 74,282 |
| | $ | 4,334 |
| | $ | 5,825 |
| | $ | 4,435 |
| | $ | 21,647 |
| | $ | 3,637 |
| | $ | 2,909 |
| | $ | 3,872 |
| | $ | 11,538 |
|
_____________________
| |
(a) | Total includes current maturities of $88,249,000 at third quarter-end 2016, of which $68,430,000 is non-recourse to us, and $39,590,000 at year-end 2015, of which $29,691,000 is non-recourse to us. |
| |
(b) | Includes unamortized deferred gains on real estate we contributed to ventures. We recognize deferred gains as income as the real estate is sold to third parties. Deferred gains of $1,490,000 are reflected as a reduction to our investment in unconsolidated ventures at third quarter-end 2016. |
| |
(c) | Includes unrecognized basis difference of $122,000 which is reflected as an increase of our investment in unconsolidated ventures at third quarter-end 2016. The difference will be accreted as income or expense over the life of the investment and included in our share of earnings (loss) from the respective ventures. |
| |
(d) | Our share of venture earnings in third quarter and first nine months 2016 includes reallocation of prior year cumulative losses incurred by the venture as a result of equity contribution by the venture partner in 2016. |
In first nine months 2016, we invested $5,615,000 in these ventures and received $8,741,000 in distributions. In first nine months 2015, we invested $23,908,000 in these ventures and received $15,126,000 in distributions. Distributions include both return of investments and distribution of earnings.
Note 8—Receivables
Receivables consist of:
|
| | | | | | | |
| Third Quarter-End | | Year-End |
| 2016 | | 2015 |
| (In thousands) |
Funds held by qualified intermediary for potential 1031 like-kind exchange | $ | — |
| | $ | 14,703 |
|
Other receivables and accrued interest | 561 |
| | 2,218 |
|
Other loans secured by real estate, average interest rates of 12.91% at third quarter-end 2016 and 11.31% at year-end 2015 | 764 |
| | 2,130 |
|
| 1,325 |
| | 19,051 |
|
Allowance for bad debts | (25 | ) | | (26 | ) |
| $ | 1,300 |
| | $ | 19,025 |
|
In first quarter 2016, we received funds previously held by a qualified intermediary because we did not complete an intended like-kind exchange related to a 2015 sale of 6,915 acres of undeveloped land.
Other loans secured by real estate generally are secured by a deed of trust and due within three years.
Note 9—Debt, net
Debt (a) consists of:
|
| | | | | | | |
| Third Quarter-End | | Year-End |
| 2016 | | 2015 |
| (In thousands) |
8.50% senior secured notes due 2022, net | $ | 5,195 |
| | $ | 224,647 |
|
3.75% convertible senior notes due 2020, net of discount | 103,637 |
| | 104,719 |
|
6.00% tangible equity unit notes, net | 2,219 |
| | 8,666 |
|
Secured promissory note — average interest rate of 3.42% at year-end 2015 | — |
| | 15,400 |
|
Other indebtedness — interest rates ranging from 5.0% to 5.50% | 1,297 |
| | 28,083 |
|
| $ | 112,348 |
| | $ | 381,515 |
|
___________________
| |
(a) | At third quarter-end 2016 and year-end 2015, $1,768,000 and $8,267,000 of unamortized deferred financing fees are deducted from our outstanding debt. |
Our debt agreements contain financial covenants customary for such agreements including minimum levels of interest coverage and limitations on leverage. At third quarter-end 2016, we were in compliance with the financial covenants of these agreements.
Effective September 2, 2016, we reduced the revolving commitment provided by our senior secured credit facility, which matures on May 15, 2017 (with two one-year extension options), from $300,000,000 to $125,000,000, none of which was drawn at third quarter-end 2016. As a result of this reduction, we expensed $831,000 in unamortized debt issuance costs in third quarter 2016. The revolving line of credit may be prepaid at any time without penalty. The revolving line of credit includes a $100,000,000 sublimit for letters of credit, of which $13,679,000 was outstanding at third quarter-end 2016. Total borrowings under our senior secured credit facility (including the face amount of letters of credit) may not exceed a borrowing base formula. At third quarter-end 2016, we had $111,321,000 in net unused borrowing capacity under our senior secured credit facility.
Under the terms of our senior secured credit facility, at our option we can borrow at LIBOR plus 4.0 percent or at the alternate base rate plus 3.0 percent. The alternate base rate is the highest of (i) KeyBank National Association’s base rate, (ii) the federal funds effective rate plus 0.5 percent or (iii) 30 day LIBOR plus 1 percent. Borrowings under the senior secured credit facility are or may be secured by (a) mortgages on the timberland, high value timberland and portions of raw entitled land, as well as pledges of other rights including certain oil and gas operating properties, (b) assignments of current and future leases, rents and contracts, (c) a security interest in our primary operating account, (d) a pledge of the equity interests in current and future material operating subsidiaries and most of our majority-owned joint venture interests, or if such pledge is not permitted, a pledge of the right to distributions from such entities, and (e) a pledge of certain reimbursements payable to us
from special improvement district tax collections in connection with our Cibolo Canyons project. The senior secured credit facility provides for releases of real estate and other collateral provided that borrowing base compliance is maintained.
Our debt agreements contain financial covenants customary for such agreements including minimum levels of interest coverage and limitations on leverage. At third quarter-end 2016, our tangible net worth requirement was $379,044,000 plus 85 percent of the aggregate net proceeds received by us from any equity offering, plus 75 percent of all positive net income, on a cumulative basis since third quarter-end 2015. The tangible net worth requirement is recalculated on a quarterly basis.
We may elect to make distributions to stockholders so long as the total leverage ratio is less than 40 percent, the interest coverage ratio is greater than 3.0:1.0 and available liquidity is not less than $125,000,000, all of which were satisfied at third quarter-end 2016. Regardless of whether the foregoing conditions are satisfied, we may make distributions in an aggregate amount not to exceed $50,000,000 to be funded from up to 65% of the net proceeds from sales of multifamily properties and non-core assets, such as the Radisson Hotel & Suites in Austin, and any oil and gas properties.
In second quarter 2016, we completed a cash tender offer for our 8.50% Senior Secured Notes due 2022 (Notes), pursuant to which we purchased $215,495,000 principal amount (representing approximately 97.6% outstanding) of the Notes. Total consideration paid was $245,604,000, which included $29,091,000 in premium at 113.5% and $1,018,000 in accrued and unpaid interest. In addition, we received consent from holders of the Notes to eliminate or modify certain covenants, events of default and other provisions contained in the indenture governing the Notes, and to release the subsidiary guarantees and collateral securing the Notes. We also purchased $1,150,000 principal amount of the Notes at 99.95% of face value in open market transactions. The second quarter 2016 tender offer and open market purchases resulted in a $35,583,000 loss on extinguishment of debt, which includes the premium paid to repurchase the Notes, write-off of unamortized debt issuance costs of $5,191,000 and $1,301,000 in other costs related to tender offer advisory services. In first quarter 2016, we purchased $8,600,000 principal amount of the Notes at 99% of face value in the open market transactions, resulting in a $127,000 gain on the early extinguishment of the Notes offset by the write-off of unamortized debt issuance costs of $225,000.
In second quarter 2016, we purchased $5,000,000 of 3.75% Convertible Senior Notes due 2020 at 93.25% of face value in open market transactions for $4,662,500 and we allocated $4,452,000 to extinguish the debt and $211,000 to reacquire the equity component within the convertible notes based on the fair value of the debt component. We recognized a $110,000 loss on extinguishment of debt based on the difference between the fair value of the debt component prior to conversion and the carrying value of the debt component. Total loss on extinguishment of debt including write-off of debt issuance costs allocated to the repurchased notes was $183,000.
In second quarter 2016, a secured promissory note of $15,400,000 was paid in full in connection with sale of the Radisson Hotel & Suites, a 413 guest room hotel located in Austin, for $130,000,000.
In second quarter 2016, other indebtedness decreased principally as result of selling Eleven, a 257-unit multifamily project in Austin, for $60,150,000 and paying in full the associated debt of $23,936,000.
At third quarter-end 2016 and year-end 2015, we had $1,768,000 and $8,267,000 in unamortized deferred financing fees which were deducted from our debt. In addition, at third quarter-end 2016 and year-end 2015, unamortized deferred financing fees related to our senior secured credit facility included in other assets were $524,000 and $2,768,000. Amortization of deferred financing fees were $3,253,000 and $2,992,000 in first nine months 2016 and 2015 and were included in interest expense.
Note 10—Fair Value
Fair value is the exchange price that would be the amount received for an asset or paid to transfer a liability in an orderly transaction between market participants. In arriving at a fair value measurement, we use a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. The three levels of inputs used to establish fair value are the following:
| |
• | Level 1 — Quoted prices in active markets for identical assets or liabilities; |
| |
• | Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and |
| |
• | Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Non-financial assets measured at fair value on a non-recurring basis principally include real estate assets, oil and gas properties, assets held for sale, goodwill and other intangible assets, which are measured for impairment.
In first nine months 2016, we recognized non-cash impairment charges of $56,453,000 related to six non-core community development projects and two multifamily sites as a result of the review of our entire portfolio of assets and marketing these properties for sale. We based our valuations primarily on executed purchase and sale agreements, current negotiations and letters of intent with expected buyers and third party broker price opinions. In second quarter 2016, we recognized non-cash impairment charges of $612,000 related to oil and gas working interests properties that were sold in third quarter 2016.
Non-financial assets measured at fair value on a non-recurring basis are as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Third Quarter-End 2016 | | Year-End 2015 |
| Level 1 | | Level 2 | | Level 3 | | Total | | Level 1 | | Level 2 | | Level 3 | | Total |
| (In thousands) |
Non-Financial Assets and Liabilities: | | | | | | | | | | | | | | | |
Real estate | $ | — |
| | $ | — |
| | $ | 36,243 |
| | $ | 36,243 |
| | $ | — |
| | $ | — |
| | $ | 641 |
| | $ | 641 |
|
Assets of discontinued operations | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 57,219 |
| | $ | 57,219 |
|
We elected not to use the fair value option for cash and cash equivalents, accounts receivable, other current assets, variable debt, accounts payable and other current liabilities. The carrying amounts of these financial instruments approximate their fair values due to their short-term nature or variable interest rates. We determine the fair value of fixed rate financial instruments using quoted prices for similar instruments in active markets.
Information about our fixed rate financial instruments not measured at fair value follows:
|
| | | | | | | | | | | | | | | | | |
| Third Quarter-End 2016 | | Year-End 2015 | | |
| Carrying Amount | | Fair Value | | Carrying Amount | | Fair Value | | Valuation Technique |
| (In thousands) | | |
Fixed rate debt | $ | (112,810 | ) | | $ | (112,455 | ) | | $ | (346,090 | ) | | $ | (321,653 | ) | | Level 2 |
Note 11—Capital Stock
Please read Note 16—Share-Based and Long-Term Incentive Compensation for information about additional shares of common stock that could be issued under terms of our share-based compensation plans.
At third quarter-end 2016, personnel of former affiliates held options to purchase 241,000 shares of our common stock. The options have a weighted average exercise price of $30.30 and a weighted average remaining contractual term of less than one year. At third quarter-end 2016, the options had an aggregate intrinsic value of $0.
Note 12—Net Income (Loss) per Share
Basic and diluted earnings per share is computed using the two-class method. The two-class method is an earnings allocation formula that determines net income per share for each class of common stock and participating security. We have determined that our 6.00% tangible equity units are participating securities. Per share amounts are computed by dividing earnings available to common shareholders by the weighted average shares outstanding during each period. In periods with a net loss, no such adjustment is made to earnings as the holders of the participating securities have no obligation to fund losses.
Due to a net loss from continuing operations in third quarter and first nine months 2015, as the effect of potentially dilutive securities would be anti-dilutive, basic and diluted loss per share are the same. The computations of basic and diluted earnings per share are as follows: |
| | | | | | | | | | | | | | | |
| Third Quarter | | First Nine Months |
| 2016 | | 2015 | | 2016 | | 2015 |
| (In thousands) |
Numerator: | | | | | | | |
Continuing operations | | | | | | | |
Net income (loss) from continuing operations | $ | 17,439 |
| | $ | (57,394 | ) | | $ | 33,661 |
| | $ | (60,237 | ) |
Less: Net (income) loss attributable to noncontrolling interest | (610 | ) | | 115 |
| | (1,330 | ) | | 5 |
|
Earnings (loss) available for diluted earnings per share | $ | 16,829 |
| | $ | (57,279 | ) | | $ | 32,331 |
| | $ | (60,232 | ) |
Less: Undistributed net income from continuing operations allocated to participating securities | (3,152 | ) | | — |
| | (6,035 | ) | | — |
|
Earnings (loss) from continuing operations available to common shareholders for basic earnings per share | $ | 13,677 |
| | $ | (57,279 | ) | | $ | 26,296 |
| | $ | (60,232 | ) |
| | | | | | | |
Discontinued operations | | | | | | | |
Net income (loss) from discontinued operations available for diluted earnings per share | $ | (7,164 | ) | | $ | (106,937 | ) | | $ | (17,428 | ) | | $ | (146,649 | ) |
Less: Undistributed net income from discontinued operations allocated to participating securities | 1,342 |
| | — |
| | 3,253 |
| | — |
|
Earnings (loss) from discontinued operations available to common shareholders for basic earnings per share | $ | (5,822 | ) | | $ | (106,937 | ) | | $ | (14,175 | ) | | $ | (146,649 | ) |
Denominator: | | | | | | | |
Weighted average common shares outstanding — basic | 34,099 |
| | 34,299 |
| | 34,234 |
| | 34,248 |
|
Weighted average common shares upon conversion of participating securities | 7,857 |
| | — |
| | 7,857 |
| | — |
|
Dilutive effect of stock options, restricted stock and equity-settled awards | 304 |
| | — |
| | 243 |
| | — |
|
Total weighted average shares outstanding — diluted | 42,260 |
| | 34,299 |
| | 42,334 |
| | 34,248 |
|
Anti-dilutive awards excluded from diluted weighted average shares | 2,001 |
| | 10,933 |
| | 2,146 |
| | 10,835 |
|
The actual number of shares we may issue upon settlement of the stock purchase contract related to the 6.00% tangible equity units will be between 6,547,800 shares (the minimum settlement rate) and 7,857,000 shares (the maximum settlement rate) based on the applicable market value, as defined in the purchase contract agreement associated with issuance of the such units.
We intend to settle the remaining principal amount of our 3.75% convertible senior notes due 2020 (Convertible Notes) in cash upon conversion with only the amount in excess of par value of the Convertible Notes to be settled in shares of our common stock. Therefore, our calculation of diluted net income per share includes only the amount, if any, in excess of par value of the Convertible Notes. As such, the Convertible Notes have no impact on diluted net income per share until the price of our common stock exceeds the $24.49 conversion price of the Convertible Notes. The average price of our common stock in third quarter 2016 did not exceed the conversion price which resulted in no additional diluted outstanding shares.
Note 13—Income Taxes
Our effective tax rate from continuing operations was a tax benefit of 124 percent in third quarter 2016, and a tax expense of 18 percent for the first nine months 2016. The year to date tax expense of 18 percent differs from the statutory rate of 35 percent primarily due to a benefit for decrease in our valuation allowance related to decrease in our deferred tax assets. Our effective tax rate from continuing operations was 315 percent in third quarter 2015 and 225 percent in first nine months 2015, which was attributable almost entirely to a valuation allowance recorded against our net deferred tax asset. In addition, 2016 and 2015 effective tax rates from continuing operations include the effect of state income taxes, nondeductible items and benefits of percentage depletion.
We assessed available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit recognition of the existing deferred tax assets under U.S. GAAP. A significant piece of objective evidence evaluated was the cumulative loss incurred over the three-year period ended September 30, 2016, principally driven by impairments of oil and gas properties in 2015. Such evidence limits our ability to consider other subjective evidence, such as our projected future taxable income.
On the basis of this evaluation, at third quarter-end 2016 and year-end 2015, we have a valuation allowance for our deferred tax assets of $88,773,000 and $97,068,000 for the portion of the deferred tax assets that we have determined is more likely than not to be unrealizable under U.S. GAAP.
The amount of the deferred tax asset considered realizable could be adjusted if negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence, such as our projected future taxable income.
Note 14—Commitments and Contingencies
Litigation
We are involved in various legal proceedings that arise from time to time in the ordinary course of doing business and believe that adequate reserves have been established for any probable losses. We do not believe that the outcome of any of these proceedings should have a significant adverse effect on our financial position, long-term results of operations or cash flows. However, it is possible that charges related to these matters could be significant to our results or cash flows in any one accounting period.
On October 4, 2014, James Huffman, a former director and CEO of CREDO Petroleum Corporation (Credo), which we acquired in 2012 and is now known as Forestar Petroleum Corporation, filed Huffman vs. Forestar Petroleum Corporation, Case Number 14CV33811, Civ. Div., Dist. Ct., City and County of Denver, Colorado. Huffman claimed entitlement under a Credo employee compensation program to overriding royalty interests (ORRI) on nearly all North Dakota leases, none of which were assigned by Credo to Huffman prior to his retirement, and on several Kansas and Nebraska leases. On August 11, 2016, we agreed to pay Huffman $150,000 in settlement of all claims except those involving North Dakota assets. Following a jury trial, on September 23, 2016, an adverse verdict was received in the amount of $923,899 for breach of contract related to the North Dakota claims. At third quarter-end 2016, we have accrued $1,100,000 for damages, prejudgment interest and costs. We intend to contest the verdict, and judgment has not been entered by the court because non-jury claims by both parties remain outstanding. The remaining claims have not been adjudicated and we are unable to conclude whether loss on these claims is probable or remote. We are unable to estimate a possible loss or range of loss on the remaining claims because (a) the parties have not fully briefed their positions or applicable law, (b) Huffman did not seek monetary damages in his trial pleadings, and (c) our claim for unjust enrichment would result, if we prevail, in reduction or elimination of damages already accrued and no additional damages.
Environmental
We have asset retirement obligations related to the abandonment and site restoration requirements that result from the acquisition, construction and development of oil and gas properties. We record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset. Accretion expense related to the asset retirement obligation and depletion expense related to capitalized asset retirement cost is included in cost of oil and gas producing activities of discontinued operations. At third quarter-end 2016 and year-end 2015, our estimated asset retirement obligation was $1,256,000 and $1,758,000, of which $1,155,000 and $1,667,000 is included in liabilities of discontinued operations and the remaining balance in other liabilities.
Non-Core Assets Restructuring Costs
In connection with key initiatives to reduce costs across our entire organization and divest non-core assets, in first nine months 2016, we incurred and paid severance costs related to workforce reductions of $1,422,000 in our real estate segment, $164,000 in our other segment and $486,000 in unallocated general and administrative expense. In addition, we offered retention bonuses to certain key personnel provided they remained our employees through completion of sale transactions. We are expensing retention bonus costs over the estimated retention period. These restructuring costs are included in other operating expense.
The following table summarizes activity related to liabilities associated with our restructuring activities for first nine months 2016:
|
| | | | | | | | | | | |
| Severance Costs | | Retention Bonuses | | Total |
| (In thousands) |
Balance at year-end 2015 | $ | (1,049 | ) | | $ | — |
| | $ | (1,049 | ) |
Additions | (2,072 | ) | | (832 | ) | | (2,904 | ) |
Payments | 3,121 |
| | 792 |
| | 3,913 |
|
Balance at third quarter-end 2016 | $ | — |
| | $ | (40 | ) | | $ | (40 | ) |
Note 15—Segment Information
We manage our operations through three segments: real estate, mineral resources and other. Real estate secures entitlements and develops infrastructure on our lands for single-family residential and mixed-use communities, and manages our undeveloped land and commercial and income producing properties, which consist of three projects and two multifamily sites. Mineral resources manages our owned mineral interests. Other manages our timber, recreational leases and water resource initiatives.
In second quarter 2016, we changed the name of the oil and gas segment to mineral resources to reflect the strategic shift from oil and gas working interest investments to owned mineral interests. We also changed the name of the other natural resources to other.
Total assets allocated by segment are as follows:
|
| | | | | | | |
| Third Quarter-End | | Year-End |
| 2016 | | 2015 |
| (In thousands) |
Real estate | $ | 484,426 |
| | $ | 691,238 |
|
Mineral resources | 39,140 |
| | 39,469 |
|
Other | 20,422 |
| | 19,106 |
|
Assets of discontinued operations | 124 |
| | 104,967 |
|
Assets not allocated to segments (a) | 147,965 |
| | 117,466 |
|
| $ | 692,077 |
| | $ | 972,246 |
|
_________________________
| |
(a) | Assets not allocated to segments at third quarter-end 2016 principally consist of cash and cash equivalents of $122,130,000 and an income tax receivable of $23,068,000. Assets not allocated to segments at year-end 2015 principally consist of cash and cash equivalents of $96,442,000 and an income tax receivable of $12,056,000. Assets of discontinued operations represent oil and gas working interest assets we have or will be divesting. |
We evaluate performance based on segment earnings (loss) before unallocated items and income taxes. Segment earnings (loss) consist of operating income, equity in earnings (loss) of unconsolidated ventures, gain on sales of assets, interest income on loans secured by real estate and net (income) loss attributable to noncontrolling interests. Items not allocated to our business segments consist of general and administrative expense, share-based and long-term incentive compensation, gain on sale of strategic timberland, interest expense, loss on extinguishment of debt and other corporate non-operating income and expense. The accounting policies of the segments are the same as those described in Note 1—Basis of Presentation. Our revenues are derived from U.S. operations and all of our assets are located in the U.S. In third quarter 2016, no single customer accounted for more than ten percent of our total revenues.
Segment revenues and earnings are as follows:
|
| | | | | | | | | | | | | | | |
| Third Quarter | | First Nine Months |
| 2016 | | 2015 | | 2016 | | 2015 |
| (In thousands) |
Revenues: | | | | | | | |
Real estate | $ | 45,297 |
| | $ | 27,957 |
| | $ | 127,776 |
| | $ | 100,196 |
|
Mineral resources | 1,423 |
| | 2,502 |
| | 3,842 |
| | 7,616 |
|
Other | 487 |
| | 1,726 |
| | 1,199 |
| | 5,372 |
|
Total revenues | $ | 47,207 |
| | $ | 32,185 |
| | $ | 132,817 |
| | $ | 113,184 |
|
Segment earnings (loss): | | | | |
| |
|
Real estate | $ | 15,017 |
| | $ | 5,154 |
| | $ | 108,531 |
| | $ | 29,747 |
|
Mineral resources | 1,182 |
| | 77 |
| | 2,668 |
| | 3,215 |
|
Other | (196 | ) | | (77 | ) | | (974 | ) | | (511 | ) |
Total segment earnings | 16,003 |
| | 5,154 |
| | 110,225 |
| | 32,451 |
|
Items not allocated to segments (a) | (8,840 | ) | | (18,865 | ) | | (70,479 | ) | | (50,984 | ) |
Income (loss) from continuing operations before taxes attributable to Forestar Group Inc. | $ | 7,163 |
| | $ | (13,711 | ) | | $ | 39,746 |
| | $ | (18,533 | ) |
_________________________
| |
(a) | Items not allocated to segments consist of: |
|
| | | | | | | | | | | | | | | |
| Third Quarter | | First Nine Months |
| 2016 | | 2015 | | 2016 | | 2015 |
| (In thousands) |
General and administrative expense | $ | (4,505 | ) | | $ | (8,343 | ) | | $ | (13,992 | ) | | $ | (19,540 | ) |
Shared-based and long-term incentive compensation expense | (1,024 | ) | | (2,245 | ) | | (2,980 | ) | | (5,726 | ) |
Interest expense | (3,369 | ) | | (8,315 | ) | | (17,926 | ) | | (25,851 | ) |
Loss on extinguishment of debt, net | — |
| | — |
| | (35,864 | ) | | — |
|
Other corporate non-operating income | 58 |
| | 38 |
| | 283 |
| | 133 |
|
| $ | (8,840 | ) | | $ | (18,865 | ) | | $ | (70,479 | ) | | $ | (50,984 | ) |
Note 16—Share-Based and Long-Term Incentive Compensation
Share-based and long-term incentive compensation expense consists of:
|
| | | | | | | | | | | | | | | |
| Third Quarter | | First Nine Months |
| 2016 | | 2015 | | 2016 | | 2015 |
| (In thousands) |
Cash-settled awards | $ | (43 | ) | | $ | 146 |
| | $ | 82 |
| | $ | (1,005 | ) |
Equity-settled awards | 765 |
| | 1,654 |
| | 1,869 |
| | 4,569 |
|
Restricted stock | 10 |
| | 16 |
| | 22 |
| | 13 |
|
Stock options | 217 |
| | 388 |
| | 692 |
| | 1,954 |
|
Total share-based compensation | 949 |
| | 2,204 |
| | 2,665 |
| | 5,531 |
|
Deferred cash | 75 |
| | 41 |
| | 315 |
| | 195 |
|
| $ | 1,024 |
| | $ | 2,245 |
| | $ | 2,980 |
| | $ | 5,726 |
|
Share-based and long-term incentive compensation expense is included in:
|
| | | | | | | | | | | | | | | |
| Third Quarter | | First Nine Months |
| 2016 | | 2015 | | 2016 | | 2015 |
| (In thousands) |
General and administrative expense | $ | 672 |
| | $ | 1,124 |
| | $ | 2,516 |
| | $ | 2,970 |
|
Other operating expense | 352 |
| | 1,121 |
| | 464 |
| | 2,756 |
|
| $ | 1,024 |
| | $ | 2,245 |
| | $ | 2,980 |
| | $ | 5,726 |
|
Share-Based Compensation
In first nine months 2016, we granted 174,419 equity-settled awards to employees in the form of restricted stock units which vest ratably over three years and provide for accelerated vesting upon retirement, disability, death, or if there is a change in control. In addition, in first nine months 2016, we granted 69,760 restricted stock units to our board of directors which vest 25 percent at grant date and 25 percent at each subsequent quarterly board meeting and a stock option grant to acquire 20,000 shares of common stock for each of two new directors, of which 6,500 shares vest on the first and second anniversary of the date of grant and the remaining 7,000 shares vest on the third anniversary of the date of grant. The option term is ten years. Expense associated with annual restricted stock units and non-qualified stock options to our board of directors is included in share-based compensation expense.
Excluded from share-based compensation expense in the table above are fees earned by our board of directors in the amount of $169,000 and $292,000 in third quarter of 2016 and 2015 and $596,000 and $807,000 in first nine months 2016 and 2015 for which they elected to defer payment until retirement in the form of share-settled units. These expenses are included in general and administrative expense.
The fair value of awards granted to retirement eligible employees expensed at the date of grant was $600,000 and $517,000 in first nine months 2016 and 2015. Unrecognized share-based compensation expense related to non-vested equity-settled awards, restricted stock and stock options is $2,361,216 at third quarter-end 2016.
In first nine months 2016 and 2015, we issued 263,371 and 159,867 shares out of our treasury stock associated with vesting of stock-based awards or exercise of stock options, net of 25,026 and 48,636 shares withheld having a value of $221,000 and $722,000 for payroll taxes in connection with vesting of stock-based awards or exercise of stock options.
Long-Term Incentive Compensation
In first nine months 2016 and 2015, we granted $620,000 and $587,000 of long-term incentive compensation in the form of deferred cash compensation. The 2016 deferred cash awards vest annually over two years, and the 2015 deferred cash awards vest after three years. Both awards provide for accelerated vesting upon retirement, disability, death, or if there is a change in control. Expense associated with deferred cash awards is recognized ratably over the vesting period. The accrued liability was $469,000 and $225,000 at third quarter-end 2016 and year-end 2015 and is included in other liabilities.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2015 Annual Report on Form 10-K. Unless otherwise indicated, information is presented as of third quarter-end 2016, and references to acreage owned includes all acres owned by ventures regardless of our ownership interest in a venture.
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:
| |
• | general economic, market or business conditions in Texas or Georgia, where our real estate activities are concentrated, or on a national or global scale; |
| |
• | our ability to achieve some or all of our key initiatives; |
| |
• | the opportunities (or lack thereof) that may be presented to us and that we may pursue; |
| |
• | our ability to hire and retain key personnel; |
| |
• | future residential or commercial entitlements, development approvals and the ability to obtain such approvals; |
| |
• | obtaining approvals of reimbursements and other payments from special improvement districts and the timing of such payments; |
| |
• | accuracy of estimates and other assumptions related to investment in and development of real estate, the expected timing and pricing of land and lot sales and related cost of real estate sales, impairment of long-lived assets, income taxes, share-based compensation; |
| |
• | the levels of resale housing inventory in our mixed-use development projects and the regions in which they are located; |
| |
• | fluctuations in costs and expenses, including impacts from shortages in materials or labor; |
| |
• | demand for new housing, which can be affected by a number of factors including the availability of mortgage credit, job growth and fluctuations in commodity prices; |
| |
• | demand for multifamily communities, which can be affected by a number of factors including local markets and economic conditions; |
| |
• | competitive actions by other companies; |
| |
• | changes in governmental policies, laws or regulations and actions or restrictions of regulatory agencies; |
| |
• | fluctuations in oil and gas commodity prices; |
| |
• | demand by oil and gas operators to lease our minerals, which may be influenced by government regulation of exploration and production activities including hydraulic fracturing; |
| |
• | our ability to make interest and principal payments on our debt or amend and satisfy the other covenants contained in our senior secured credit facility, indentures and other debt agreements; |
| |
• | our partners’ ability to fund their capital commitments and otherwise fulfill their operating and financial obligations; |
| |
• | the effect of limitations, restrictions and natural events on our ability to harvest and deliver timber; |
| |
• | inability to obtain permits for, or changes in laws, governmental policies or regulations affecting, water withdrawal or usage; |
| |
• | the final resolutions or outcomes with respect to our contingent and other liabilities related to our business. |
Other factors, including the risk factors described in Item 1A of our 2015 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.
Key Initiatives
| |
• | Reducing costs across our entire organization; |
| |
• | Reviewing the entire portfolio of our assets; and |
| |
• | Reviewing our capital structure. |
Discontinued Operations / Segment Name Changes
At third quarter-end 2016 we have divested substantially all of our oil and gas working interest properties. As a result of this significant change in our operations, we have reported the results of operations and financial position of these assets as discontinued operations for all periods presented. In addition, in second quarter 2016, we changed the name of the oil and gas segment to mineral resources to reflect the strategic shift from oil and gas working interest investments to owned mineral interests. We also changed the name of the other natural resources segment to other. The discussion of our results of operations is based on the results from our continuing operations unless otherwise indicated.
Results of Operations
A summary of our consolidated results by business segment follows:
|
| | | | | | | | | | | | | | | |
| Third Quarter | | First Nine Months |
| 2016 | | 2015 | | 2016 | | 2015 |
| (In thousands) |
Revenues: | | | | | | | |
Real estate | $ | 45,297 |
| | $ | 27,957 |
| | $ | 127,776 |
| | $ | 100,196 |
|
Mineral resources | 1,423 |
| | 2,502 |
| | 3,842 |
| | 7,616 |
|
Other | 487 |
| | 1,726 |
| | 1,199 |
| | 5,372 |
|
Total revenues | $ | 47,207 |
| | $ | 32,185 |
| | $ | 132,817 |
| | $ | 113,184 |
|
Segment earnings (loss): | | | | | | | |
Real estate | $ | 15,017 |
| | $ | 5,154 |
| | $ | 108,531 |
| | $ | 29,747 |
|
Mineral resources | 1,182 |
| | 77 |
| | 2,668 |
| | 3,215 |
|
Other | (196 | ) | | (77 | ) | | (974 | ) | | (511 | ) |
Total segment earnings | 16,003 |
| | 5,154 |
| | 110,225 |
| | 32,451 |
|
Items not allocated to segments: | | | | | | | |
General and administrative expense | (4,505 | ) | | (8,343 | ) | | (13,992 | ) | | (19,540 | ) |
Share-based and long-term incentive compensation expense | (1,024 | ) | | (2,245 | ) | | (2,980 | ) | | (5,726 | ) |
Interest expense | (3,369 | ) | | (8,315 | ) | | (17,926 | ) | | (25,851 | ) |
Loss on extinguishment of debt, net | — |
| | — |
| | (35,864 | ) | | — |
|
Other corporate non-operating income | 58 |
| | 38 |
| | 283 |
| | 133 |
|
Income (loss) from continuing operations before taxes attributable to Forestar Group Inc. | 7,163 |
| | (13,711 | ) | | 39,746 |
| | (18,533 | ) |
Income tax (expense) benefit | 9,666 |
| | (43,568 | ) | | (7,415 | ) | | (41,699 | ) |
Net income (loss) from continuing operations attributable to Forestar Group Inc. | $ | 16,829 |
| | $ | (57,279 | ) | | $ | 32,331 |
| | $ | (60,232 | ) |
Significant aspects of our results of operations follow:
Third Quarter and First Nine Months 2016
| |
• | Third quarter 2016 real estate segment earnings benefited from higher undeveloped land sales activity compared with third quarter 2015, which were offset by non-cash impairment charges of $7,627,000 related to two non-core community development projects and one multifamily site. |
| |
• | First nine months 2016 real estate segment earnings benefited from combined gains of $121,732,000 which generated combined net proceeds before debt repayment of $243,037,000 as a result of executing our key initiative to opportunistically divest non-core assets. These gains were partially offset by non-cash impairment charges of $56,453,000 related to six non-core community development projects and two multifamily sites. These impairments were a result of our key initiative to review our entire portfolio of assets which resulted in business plan changes, inclusive of cash tax savings considerations, to market these properties for sale. |
| |
• | Third quarter and first nine months 2016 interest expense decreased due to reducing our debt outstanding by $321,179,000 since third quarter-end 2015. First nine months 2016 debt retirement of portions of our 8.50% Senior Secured Notes due 2022 and 3.75% Convertible Senior Notes due 2020 resulted in a net loss on debt extinguishment of $35,864,000, which includes write-off of unamortized debt issuance costs of $5,489,000 and $1,301,000 in other costs related to tender offer advisory services. |
| |
• | The decrease in general and administrative and share-based compensation expenses in third quarter and first nine months 2016 compared with third quarter and first nine months 2015 is due to executing our initiative to reduce costs across our entire organization. |
Current Market Conditions
New U.S. single-family home starts ended September 2016 at 783,000 on a seasonally adjusted basis, over five percent above year-ago levels but below historical levels. Inventories of new homes are at or below equilibrium levels in our key markets. In addition, declining finished lot inventories and limited supply of economically developable raw land has increased demand for our developed lots. Job growth remains above national average in most of our key markets, supporting continued housing demand. However, global economic weakness and uncertainty, and an ongoing restrictive mortgage lending environment continue to threaten a robust recovery in the housing market, despite low interest rates.
Global supply and demand fundamentals for crude oil at the end of September 2016 remained out of balance with high global and domestic inventories and slower global growth. West Texas Intermediate (WTI) oil prices averaged $44.85 per Bbl in third quarter 2016, three percent lower than in third quarter 2015. Estimates for global demand growth continue to be tempered and could extend the global supply glut, resulting in an extended period of low crude oil pricing.
Henry Hub natural gas prices in third quarter 2016 averaged $2.88/MMBtu, four percent higher than third quarter 2015. Current natural gas prices are higher than at any point during the last winter heating season, reflecting a combination of higher demand for natural gas for electricity generation, lower-than-normal inventory builds, and the market's expectation for colder temperatures this winter compared with temperatures last winter.
Business Segments
We manage our operations through three business segments:
•Real estate,
•Mineral resources, and
•Other
We evaluate performance based on segment earnings (loss) before unallocated items and income taxes. Segment earnings (loss) consist of operating income, equity in earnings (loss) of unconsolidated ventures, gain on sales of assets, interest income on loans secured by real estate and net (income) loss attributable to noncontrolling interests. Items not allocated to our business segments consist of general and administrative expense, share-based and long-term incentive compensation, gain on sale of strategic timberland, interest expense, loss on extinguishment of debt and other corporate non-operating income and expense. The accounting policies of the segments are the same as those described in the accounting policy note to the consolidated financial statements.
We operate in cyclical industries. Our operations are affected to varying degrees by supply and demand factors and economic conditions including changes in interest rates, availability of mortgage credit, consumer and home builder sentiment, new housing starts, real estate values, employment levels, changes in the market prices for oil, gas and timber, and the overall strength or weakness of the U.S. economy.
Real Estate
We own directly or through ventures interests in 55 residential and mixed-use projects comprised of 7,000 acres of real estate located in 11 states and 15 markets. Our real estate segment secures entitlements and develops infrastructure on our lands, primarily for single-family residential and mixed-use communities. We own approximately 70,000 acres of non-core timberland and undeveloped land in a broad area around Atlanta, Georgia and approximately 4,000 acres in Texas. We own and manage our projects either directly or through ventures. Our real estate segment revenues are principally derived from the sales of residential single-family lots and tracts, undeveloped land and commercial real estate, and in 2015 from the operation of several income producing properties, primarily a hotel and multifamily properties.
A summary of our real estate results follows:
|
| | | | | | | | | | | | | | | |
| Third Quarter | | First Nine Months |
| 2016 | | 2015 | | 2016 | | 2015 |
| (In thousands) |
Revenues | $ | 45,297 |
| | $ | 27,957 |
| | $ | 127,776 |
| | $ | 100,196 |
|
Cost of sales | (29,259 | ) | | (16,368 | ) | | (120,349 | ) | | (55,860 | ) |
Operating expenses | (5,671 | ) | | (9,831 | ) | | (24,382 | ) | | (29,107 | ) |
| 10,367 |
| | 1,758 |
| | (16,955 | ) | | 15,229 |
|
Interest income | 1,191 |
| | 24 |
| | 1,337 |
| | 1,629 |
|
Gain on sale of assets | 501 |
| | 425 |
| | 121,732 |
| | 1,585 |
|
Equity in earnings of unconsolidated ventures | 3,568 |
| | 2,832 |
| | 3,747 |
| | 11,299 |
|
Less: Net (income) loss attributable to noncontrolling interests | (610 | ) | | 115 |
| | (1,330 | ) | | 5 |
|
Segment earnings | $ | 15,017 |
| | $ | 5,154 |
| | $ | 108,531 |
| | $ | 29,747 |
|
Revenues in our owned and consolidated ventures consist of:
|
| | | | | | | | | | | | | | | |
| Third Quarter | | First Nine Months |
| 2016 | | 2015 | | 2016 | | 2015 |
| (In thousands) |
Residential real estate | $ | 18,963 |
| | $ | 15,488 |
| | $ | 66,126 |
| | $ | 57,630 |
|
Commercial real estate | 7,000 |
| | 60 |
| | 9,655 |
| | 2,914 |
|
Undeveloped land | 15,667 |
| | 2,157 |
| | 34,184 |
| | 6,922 |
|
Commercial and income producing properties | 12 |
| | 9,588 |
| | 13,065 |
| | 31,566 |
|
Other | 3,655 |
| | 664 |
| | 4,746 |
| | 1,164 |
|
| $ | 45,297 |
| | $ | 27,957 |
| | $ | 127,776 |
| | $ | 100,196 |
|
Residential real estate revenues principally consist of the sale of single-family lots to local, regional and national homebuilders. Owned and consolidated venture residential lot sales volume in first nine months 2016 was up when compared with first nine months 2015, although average price per lot sold was down eight percent due to mix of product sold. Commercial real estate revenues principally consist of the sale of tracts to commercial developers that specialize in the construction and operation of income producing properties such as apartments, retail centers, or office buildings. The commercial real estate revenues in third quarter and first nine months 2016 relate primarily to the sale of 108 acres from our San Joaquin River project in Antioch, California for $7,000,000 which provides approximately $37,400,000 in income tax losses to offset tax gains.
In third quarter 2016, we sold approximately 6,500 acres of undeveloped land for $15,667,000, or approximately $2,410 per acre, generating $12,810,000 in segment earnings, as compared with approximately 750 acres sold for $2,157,000 or approximately $2,900 per acre, generating $1,775,000 in segment earnings in third quarter 2015.
In first nine months 2016, we sold 13,898 acres of undeveloped land for $34,184,000, or approximately $2,460 per acre, generating $27,688,000 in segment earnings, as compared with 2,378 acres sold for $6,922,000 or approximately $2,911 per acre, generating $5,242,000 in segment earnings in first nine months 2015.
Commercial and income producing properties revenue includes revenues from hotel room sales and other guest services, rental revenues from our operating multifamily properties and reimbursement for costs paid to subcontractors plus development and construction fees from certain multifamily projects. First nine months 2016 and 2015 included $199,000 and $6,003,000 in construction revenues associated with one multifamily joint venture fixed fee contract as general contractor. The construction of this multifamily joint venture project was completed in first quarter 2016. Development fee revenues in first nine months
2016 and 2015 were $1,632,000 and $1,591,000. Rental revenues from our multifamily operating properties for first nine months 2016 and 2015 were $1,605,000 and $6,150,000. The decrease in rental revenues from our multifamily operating properties in first nine months 2016 when compared with first nine months 2015 was primarily due to the fourth quarter 2015 sale of Midtown Cedar Hill, a 354-unit multifamily property we developed near Dallas and second quarter 2016 sale of Eleven, a multifamily property in Austin. Revenues from hotel room sales and other guest services were $9,951,000 and $18,607,000 in first nine months 2016 and 2015. The decrease in revenues from hotel room sales and other guest services in third quarter and first nine months 2016 when compared with third quarter and first nine months 2015 was primarily due to the sale of Radisson Hotel & Suites in second quarter 2016.
The increase in other revenues in third quarter and first nine months 2016 when compared to third quarter and first nine months 2015 is primarily associated with mitigation credit revenues associated with our undeveloped land.
Units sold consist of:
|
| | | | | | | | | | | | | | | |
| Third Quarter | | First Nine Months |
| 2016 | | 2015 | | 2016 | | 2015 |
Owned and consolidated ventures: | | | | | | | |
Residential lots sold | 272 |
| | 186 |
| | 975 |
| | 699 |
|
Revenue per lot sold | $ | 69,131 |
| | $ | 76,232 |
| | $ | 67,301 |
| | $ | 73,287 |
|
Commercial acres sold | 108 |
| | 2 |
| | 116 |
| | 27 |
|
Revenue per commercial acre sold | $ | 64,923 |
| | $ | 28,037 |
| | $ | 83,347 |
| | $ | 109,802 |
|
Undeveloped acres sold | 6,501 |
| | 744 |
| | 13,898 |
| | 2,378 |
|
Revenue per acre sold | $ | 2,410 |
| | $ | 2,900 |
| | $ | 2,460 |
| | $ | 2,911 |
|
Ventures accounted for using the equity method: | | | | | | | |
Residential lots sold | 60 |
| | 115 |
| | 130 |
| | 410 |
|
Revenue per lot sold | $ | 73,773 |
| | $ | 77,256 |
| | $ | 78,108 |
| | $ | 77,973 |
|
Commercial acres sold | 2 |
| | — |
| | 4 |
| | 29 |
|
Revenue per commercial acre sold | $ | 750,902 |
| | $ | — |
| | $ | 527,152 |
| | $ | 311,995 |
|
Undeveloped acres sold | — |
| | 3,872 |
| | — |
| | 4,217 |
|
Revenue per acre sold | $ | — |
| | $ | 2,053 |
| | $ | — |
| | $ | 2,129 |
|
Cost of sales in third quarter and first nine months 2016 included non-cash impairment charges of $7,627,000 and $56,453,000 associated with six non-core community development projects and two multifamily sites compared with $729,000 of non-cash impairment charges in first nine months 2015. The non-cash impairments were a result of our key initiative to review our entire portfolio of assets which resulted in business plan changes, inclusive of cash tax savings considerations, to market these properties for sale. Multifamily construction contract costs we incurred as general contractor and paid to subcontractors were $592,000 in first nine months 2016 compared with $7,209,000 in first nine months 2015. The decrease is associated with completion of our development of a multifamily venture property near Denver in first quarter 2016. Included in multifamily construction contract costs are charges of $392,000 and $1,206,000 in first nine months 2016 and 2015 reflecting estimated cost increases associated with our fixed fee contracts as general contractor.
Operating expenses consist of:
|
| | | | | | | | | | | | | | | |
| Third Quarter | | First Nine Months |
| 2016 | | 2015 | | 2016 | | 2015 |
| (In thousands) |
Employee compensation and benefits | $ | 1,940 |
| | $ | 2,166 |
| | $ | 7,686 |
| | $ | 6,492 |
|
Property taxes | 792 |
| | 2,154 |
| | 5,107 |
| | 6,991 |
|
Professional services | 1,513 |
| | 1,093 |
| | 4,244 |
| | 3,629 |
|
Depreciation and amortization | 39 |
| | 2,125 |
| | 937 |
| | 5,854 |
|
Other | 1,387 |
| | 2,293 |
| | 6,408 |
| | 6,141 |
|
| $ | 5,671 |
| | $ | 9,831 |
| | $ | 24,382 |
| | $ | 29,107 |
|
The increase in employee compensation and benefits expense in first nine months 2016 is principally related to $1,422,000 of severance costs incurred as a result of our key initiatives to reduce costs across our entire organization and our plan to divest non-core assets. The decrease in depreciation and amortization in first nine months 2016 is primarily due to the fourth quarter 2015 sale of the Midtown Cedar Hill multifamily project, full amortization of in-place leases associated with the Eleven multifamily project in 2015, sale of the Eleven multifamily property in second quarter 2016 and discontinuing
depreciation of the Radisson Hotel & Suites and the Eleven multifamily project as a result of selling these assets. Other operating expense in first nine months 2016 includes $1,605,000 of costs related to projects that we no longer intend to pursue.
Interest income principally represents interest received on reimbursements from utility and improvement districts.
Gain on sale of assets in first nine months 2016 includes a gain of $95,336,000 related to sale of the Radisson Hotel & Suites, a gain of $9,116,000 related to sale of Eleven, a gain of $1,229,000 associated with sale of Dillon, a gain of $10,363,000 related to sale of our interest in 360°, a gain of $3,968,000 associated with the sale of Music Row, a gain of $1,219,000 associated with the reduction of a surety bond supporting the 2014 Cibolo Canyons Special Improvement District (CCSID) bond offering and $501,000 of excess hotel occupancy and sales and use tax revenues from CCSID. First nine months 2015 gain on sale of assets of $1,585,000 includes $1,160,000 associated with the reduction of a surety bond supporting the 2014 Cibolo Canyons Special Improvement District (CCSID) bond offering and $425,000 of excess hotel occupancy and sales and use tax revenues from CCSID.
The decrease in equity in earnings from our unconsolidated ventures in first nine months 2016 compared with first nine months 2015 is primarily due to lower residential lot and commercial real estate sales activity and no undeveloped land sales in our unconsolidated ventures.
We underwrite development projects based on a variety of assumptions incorporated into our development plans, including the timing and pricing of sales and leasing and costs to complete development. Our development plans are periodically reviewed in comparison to our return projections and expectations, and we may revise our plans as business conditions warrant. If as a result of changes to our development plans the anticipated future net cash flows are reduced such that our basis in a project is not fully recoverable, we may be required to recognize a non-cash impairment charge for such project.
Our net investment in owned and consolidated real estate by geographic location as of third quarter-end 2016 follows:
|
| | | | | | | | | | | |
State | Entitled, Developed, and Under Development Projects | | Undeveloped Land and Land in Entitlement Process | | Total |
| (In thousands) |
Texas | $ | 208,222 |
| | $ | 2,921 |
| | $ | 211,143 |
|
Georgia | 6,284 |
| | 64,590 |
| | 70,874 |
|
California | 1,943 |
| | 25,654 |
| | 27,597 |
|
North & South Carolina | 24,813 |
| | 294 |
| | 25,107 |
|
Colorado | 23,079 |
| | — |
| | 23,079 |
|
Tennessee | 22,148 |
| | 21 |
| | 22,169 |
|
Other | 6,867 |
| | 238 |
| | 7,105 |
|
| $ | 293,356 |
| | $ | 93,718 |
| | $ | 387,074 |
|
Mineral Resources
Our mineral resources segment is focused on maximizing the value from our owned oil and gas mineral interests through promoting exploration, development and production activities by increasing acreage leased, lease rates and royalty interests.
We lease portions of our 590,000 owned net mineral acres located principally in Texas, Louisiana, Georgia and Alabama to other oil and gas companies in return for a lease bonus, delay rentals and a royalty interest.
A summary of our mineral resources results follows:
|
| | | | | | | | | | | | | | | |
| Third Quarter | | First Nine Months |
| 2016 | | 2015 | | 2016 | | 2015 |
| (In thousands) |
Revenues | $ | 1,423 |
| | $ | 2,502 |
| | $ | 3,842 |
| | $ | 7,616 |
|
Cost of mineral resources | (182 | ) | | (2,119 | ) | | (572 | ) | | (2,774 | ) |
Operating expenses | (114 | ) | | (373 | ) | | (713 | ) | | (1,847 | ) |
| 1,127 |
| | 10 |
| | 2,557 |
| | 2,995 |
|
Equity in earnings of unconsolidated ventures | 55 |
| | 67 |
| | 111 |
| | 220 |
|
Segment earnings (loss) | $ | 1,182 |
| | $ | 77 |
| | $ | 2,668 |
| | $ | 3,215 |
|
Revenues consist of:
|
| | | | | | | | | | | | | | | |
| Third Quarter | | First Nine Months |
| 2016 | | 2015 | | 2016 | | 2015 |
| (In thousands) |
Oil royalties (a) | $ | 883 |
| | $ | 1,391 |
| | $ | 2,174 |
| | $ | 4,686 |
|
Gas royalties | 330 |
| | 491 |
| | 929 |
| | 1,719 |
|
Other (principally lease bonus and delay rentals) | 210 |
| | 620 |
| | 739 |
| | 1,211 |
|
| $ | 1,423 |
| | $ | 2,502 |
| | $ | 3,842 |
| | $ | 7,616 |
|
_________________________
| |
(a) | Oil royalties include revenues from oil, condensate and natural gas liquids (NGLs). |
In third quarter and first nine months 2016, royalty revenues declined principally due to lower oil and gas production volumes and prices.
Other revenues in first nine months 2016 include $348,000 in lease bonuses received from leasing 1,673 net mineral acres owned in Texas and Louisiana compared with $996,000 lease bonus revenues received from leasing 3,300 net mineral acres in Texas and Louisiana in first nine months 2015.
Cost of mineral resources principally represents our share of oil and gas production severance taxes, which are calculated based on a percentage of oil and gas produced. Cost of mineral resources in third quarter and first nine months 2015 included non-cash impairment charges of $1,802,000 associated with proved oil and gas properties on owned mineral acres.
Operating expenses principally consist of employee compensation and benefits, professional services, property taxes and rent expense. The decrease in operating expenses in first nine months 2016 compared with first nine months 2015 is primarily due to our key initiative to reduce costs across our entire organization.
Oil and gas produced and average unit prices related to our royalty interests follows:
|
| | | | | | | | | | | | | | | |
| Third Quarter | | First Nine Months |
| 2016 | | 2015 | | 2016 | | 2015 |
Consolidated entities: | | | | | | | |
Oil production (barrels) | 19,400 |
| | 24,500 |
| | 54,800 |
| | 84,200 |
|
Average oil price per barrel | $ | 44.64 |
| | $ | 53.05 |
| | $ | 38.08 |
| | $ | 52.20 |
|
NGL production (barrels) | 1,000 |
| | 5,600 |
| | 7,600 |
| | 17,000 |
|
Average NGL price per barrel | $ | 16.78 |
| | $ | 15.80 |
| | $ | 11.40 |
| | $ | 16.99 |
|
Total oil production (barrels), including NGLs | 20,400 |
| | 30,100 |
| | 62,400 |
| | 101,200 |
|
Average total oil price per barrel, including NGLs | $ | 43.23 |
| | $ | 46.16 |
| | $ | 34.82 |
| | $ | 46.29 |
|
Gas production (millions of cubic feet) | 170.0 |
| | 195.7 |
| | 488.8 |
| | 597.5 |
|
Average price per thousand cubic feet | $ | 1.94 |
| | $ | 2.51 |
| | $ | 1.90 |
| | $ | 2.88 |
|
Our share of ventures accounted for using the equity method: | | | | | | | |
Gas production (millions of cubic feet) | 35.5 |
| | 46.8 |
| | 108.7 |
| | 129.1 |
|
Average price per thousand cubic feet | $ | 1.97 |
| | $ | 2.19 |
| | $ | 1.78 |
| | $ | 2.61 |
|
Total consolidated and our share of equity method ventures: | | | | | | | |
Oil production (barrels) | 19,400 |
| | 24,500 |
| | 54,800 |
| | 84,200 |
|
Average oil price per barrel | $ | 44.64 |
| | $ | 53.05 |
| | $ | 38.08 |
| | $ | 52.20 |
|
NGL production (barrels) | 1,000 |
| | 5,600 |
| | 7,600 |
| | 17,000 |
|
Average NGL price per barrel | $ | 16.78 |
| | $ | 15.80 |
| | $ | 11.40 |
| | $ | 16.99 |
|
Total oil production (barrels), including NGLs | 20,400 |
| | 30,100 |
| | 62,400 |
| | 101,200 |
|
Average total oil price per barrel, including NGLs | $ | 43.23 |
| | $ | 46.16 |
| | $ | 34.82 |
| | $ | 46.29 |
|
Gas production (millions of cubic feet) | 205.5 |
| | 242.5 |
| | 597.5 |
| | 726.6 |
|
Average price per thousand cubic feet | $ | 1.95 |
| | $ | 2.45 |
| | $ | 1.88 |
| | $ | 2.83 |
|
Total BOE (barrel of oil equivalent) (a) | 54,700 |
| | 70,500 |
| | 162,000 |
| | 222,300 |
|
Average price per barrel of oil equivalent | $ | 23.47 |
| | $ | 28.13 |
| | $ | 20.34 |
| | $ | 30.33 |
|
_________________________
| |
(a) | Gas is converted to barrels of oil equivalent (BOE) using a conversion of six Mcf to one barrel of oil. |
Other
Our other segment manages our timber holdings, recreational leases and water resource initiatives. At third quarter-end 2016, we had approximately 75,000 real estate acres with timber we own directly or through ventures, primarily in Georgia and Texas. Historically, our other segment revenues are principally derived from the sales of wood fiber from our land and leases for recreational uses. At third quarter-end 2016, we had water interests in approximately 1.5 million acres, including a 45 percent nonparticipating royalty interest in groundwater produced or withdrawn for commercial purposes or sold from 1.4 million acres in Texas, Louisiana, Georgia and Alabama, and approximately 20,000 acres of groundwater leases in central Texas.
A summary of our other results follows:
|
| | | | | | | | | | | | | | | |
| Third Quarter | | First Nine Months |
| 2016 | | 2015 | | 2016 | | 2015 |
| (In thousands) |
Revenues | $ | 487 |
| | $ | 1,726 |
| | $ | 1,199 |
| | $ | 5,372 |
|
Cost of sales | (363 | ) | | (819 | ) | | (867 | ) | | (2,599 | ) |
Operating expenses | (334 | ) | | (994 | ) | | (1,320 | ) | | (3,303 | ) |
| (210 | ) | | (87 | ) | | (988 | ) | | (530 | ) |
Equity in earnings of unconsolidated ventures | 14 |
| | 10 |
| | 14 |
| | 19 |
|
Segment earnings (loss) | $ | (196 | ) | | $ | (77 | ) | | $ | (974 | ) | | $ | (511 | ) |
Revenues consist of:
|
| | | | | | | | | | | | | | | |
| Third Quarter | | First Nine Months |
| 2016 | | 2015 | | 2016 | | 2015 |
| (In thousands) |
Fiber | $ | 318 |
| | $ | 1,403 |
| | $ | 509 |
| | $ | 4,039 |
|
Water | — |
| | 100 |
| | 24 |
| | 400 |
|
Recreational leases and other | 169 |
| | 223 |
| | 666 |
| | 933 |
|
| $ | 487 |
| | $ | 1,726 |
| | $ | 1,199 |
| | $ | 5,372 |
|
In third quarter and first nine months 2016, fiber revenues have decreased due to deferral of timber harvest activity in support of our key initiative to divest our non-core timberland and undeveloped land.
Water revenues for first nine months 2016 are related to groundwater royalties from our 45 percent nonparticipating royalty interests in groundwater produced or withdrawn for commercial purposes. Water revenues for first nine months 2015 are associated with a groundwater reservation agreement with Hays County, Texas, which commenced in 2013 and was terminated in second quarter 2015.
Cost of sales principally includes non-cash cost of timber cut and sold and delay rental payments paid to others related to groundwater leases in central Texas. In third quarter and first nine months 2016, cost of sales have decreased due to deferral of timber harvest activity.
The decrease in operating expenses in third quarter and first nine months 2016 when compared with third quarter and first nine months 2015 is primarily due to our key initiative to reduce costs across entire organization and corresponding reduction in our workforce. Employee compensation and benefits includes $164,000 in severance costs incurred in first nine months 2016. Operating expenses associated with our water resources initiatives for first nine months 2016 and 2015 were $703,000 and $1,792,000.
Items Not Allocated to Segments
Unallocated items represent income and expenses managed on a company-wide basis and include general and administrative expenses, share-based and long-term incentive compensation, interest expense, loss on extinguishment of debt and other corporate non-operating income and expense. General and administrative expenses principally consist of accounting and finance, tax, legal, human resources, internal audit, information technology and our board of directors. These functions support all of our business segments and are not allocated.
General and administrative expense
General and administrative expenses consist of:
|
| | | | | | | | | | | | | | | |
| Third Quarter | | First Nine Months |
| 2016 | | 2015 | | 2016 | | 2015 |
| (In thousands) |
Employee compensation and benefits | $ | 2,128 |
| | $ | 5,385 |
| | $ | 6,859 |
| | $ | 9,582 |
|
Professional and consulting services | 1,336 |
| | 1,346 |
| | 3,401 |
| | 4,595 |
|
Facility costs | 157 |
| | 216 |
| | 592 |
| | 670 |
|
Depreciation and amortization | 95 |
| | 133 |
| | 314 |
| | 464 |
|
Insurance costs | 179 |
| | 178 |
| | 546 |
| | 493 |
|
Other | 610 |
| | 1,085 |
| | 2,280 |
| | 3,736 |
|
| $ | 4,505 |
| | $ | 8,343 |
| | $ | 13,992 |
| | $ | 19,540 |
|
The decrease in general and administrative expense in third quarter and first nine months 2016 when compared with third quarter and first nine months 2015 is primarily due to our key initiative to reduce costs across our entire organization. Employee compensation and benefits includes $486,000 and $3,314,000 in severance costs incurred in first nine months 2016 and first nine months 2015.
Share-based and long-term incentive compensation expense
Our share-based compensation expense fluctuates principally due to a portion of our awards being cash-settled and as a result they are affected by changes in the market price of our common stock. The decrease in share-based compensation expense in first nine months 2016 when compared with first nine months 2015 is primarily due to decrease in new grants awarded to employees, decrease in annual restricted stock grants to our Board of Directors and decrease in the value of cash-settled awards paid in first nine months 2016 due to a decrease in the market price of our common stock by over 20 percent from year-end 2015 to the settlement date. These decreases were somewhat offset by an increase of about 7 percent in our stock price since year-end 2015 and its impact on cash-settled awards.
Interest expense
The decrease in interest expense in third quarter and first nine months 2016 when compared with third quarter and first nine months 2015 is due to reducing our debt outstanding by $321,179,000 since third quarter-end 2015. First nine months 2016 debt retirement of portions of our 8.50% Senior Secured Notes due 2022 and 3.75% Convertible Senior Notes due 2020 resulted in a net loss on debt extinguishment of $35,864,000, which includes write-off of unamortized debt issuance costs of $5,489,000 and $1,301,000 in other costs related to tender offer advisory services.
Income Taxes
Our effective tax rate from continuing operations was a tax benefit of 124 percent in third quarter 2016, and a tax expense of 18 percent for first nine months 2016. The year to date tax expense of 18 percent differs from the statutory rate of 35 percent primarily due to a benefit for decrease in our valuation allowance related to decrease in our deferred tax assets. Our effective tax rate from continuing operations was 315 percent in third quarter 2015 and 225 percent in first nine months 2015, which was attributable almost entirely to a valuation allowance recorded against our net deferred tax assets. In addition, 2016 and 2015 effective tax rates from continuing operations include the effect of state income taxes, nondeductible items and benefits of percentage depletion.
We assessed available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit recognition of the existing deferred tax assets under U.S. GAAP. A significant piece of objective evidence evaluated was the cumulative loss incurred over the three-year period ended September 30, 2016, principally driven by impairments of oil and gas properties in 2015. Such evidence limits our ability to consider other subjective evidence, such as our projected future taxable income.
On the basis of this evaluation, at third quarter-end 2016 and year-end 2015, we have a valuation allowance for our deferred tax assets of $88,773,000 and $97,068,000 for the portion of the deferred tax assets that we have determined is more likely than not to be unrealizable under U.S. GAAP.
The amount of the deferred tax asset considered realizable could be adjusted if negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence, such as our projected future taxable income.
Capital Resources and Liquidity
Sources and Uses of Cash
The consolidated statements of cash flows for first nine months 2016 and 2015 reflects cash flows from both continuing and discontinued operations. We operate in cyclical industries and our cash flows fluctuate accordingly. Our principal sources of cash are proceeds from the sale of real estate, the cash flows from our mineral resources and income producing properties, borrowings and reimbursements from utility and improvement districts. Our principal cash requirements are for the acquisition and development of real estate, either directly or indirectly through ventures, taxes, interest and compensation. Operating cash flows are affected by the timing of the payment of real estate development expenditures and the collection of proceeds from the eventual sale of the real estate, the timing of which can vary substantially depending on many factors including the size of the project, state and local permitting requirements and availability of utilities, and by the timing of oil and gas leasing and production activities. Working capital varies based on a variety of factors, including the timing of sales of real estate and timber, oil and gas leasing and production activities, collection of receivables, reimbursement from utility and improvement districts and the payment of payables and expenses.
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. We may, at any time, be considering or be in discussions with respect to the purchase or sale of our common stock, debt securities, convertible securities or a combination thereof.
Cash Flows from Operating Activities
Cash flows from our real estate acquisition and development activities, undeveloped land sales, commercial and income producing properties, timber sales, income from oil and gas properties, recreational leases and reimbursements from utility and improvement districts are classified as operating cash flows.
In first nine months 2016, net cash provided by operating activities was $29,807,000. The increase in cash provided by operating activities year over year is primarily due to lower real estate development and acquisition expenditures of $56,552,000 and higher undeveloped land sales activity and lot sales from owned and consolidated ventures. In first nine months 2015, net cash used for operating activities was $15,040,000 principally due to lower residential lot and undeveloped land sales activity and $81,055,000 in real estate development and acquisition expenditures exceeding $33,575,000 of real estate cost of sales.
Cash Flows from Investing Activities
Capital contributions to and capital distributions from unconsolidated ventures, costs incurred to acquire, develop and construct multifamily projects that will be held as commercial operating properties upon stabilization as investment property, business acquisitions and investment in oil and gas properties and equipment are classified as investing activities. In addition, proceeds from the sale of property and equipment, software costs and expenditures related to reforestation activities are also classified as investing activities.
In first nine months 2016, net cash provided by investing activities was $311,203,000 principally a result of net sales proceeds of $319,351,000 from the execution of our key initiative to opportunistically divest non-core assets, which principally includes $128,764,000 from sale of Radisson Hotel & Suites, $76,815,000 from sale of certain oil and gas properties, $59,719,000 from sale of Eleven, $25,433,000 from sale of Dillon, $13,917,000 from sale of our interest in 3600 and $14,703,000 from sale of Music Row. In first nine months 2015, net cash used for investing activities was $60,479,000 principally due to investment of $47,043,000 in oil and gas properties and equipment associated with previously committed exploration and production operations.
Cash Flows from Financing Activities
In first nine months 2016, net cash used for financing activities was $315,322,000 principally due to retirement of $225,245,000 of our 8.5% senior secured notes, $5,000,000 of our 3.75% convertible senior notes, $6,750,000 of payments related to amortizing notes associated with our tangible equity units and our payment in full of $39,336,000 loans secured by Radisson Hotel & Suites and Eleven multifamily property, which we sold in second quarter 2016. In first nine months 2015, net cash used for financing activities was $1,968,000 principally due to payroll taxes on share-settled equity awards and distributions to noncontrolling interests.
Real Estate Acquisition and Development Activities
We secure entitlements and develop infrastructure, primarily for single family residential and mixed-use communities.
We categorize real estate development and acquisition expenditures as operating activities on the statement of cash flows. These development and acquisition expenditures include costs for development of residential lots and mixed-use communities.
In first nine months 2016, real estate development and acquisition expenditures were $56,552,000, including one community development site acquisition.
Liquidity
Effective September 2, 2016, we reduced the revolving commitment provided by our senior secured credit facility, which matures on May 15, 2017 (with two one year extension options), from $300,000,000 to $125,000,000, none of which was drawn as of third quarter-end 2016. As a result of this reduction, we expensed $831,000 in unamortized debt issuance costs in third quarter 2016. The revolving line of credit may be prepaid at any time without penalty. The revolving line of credit includes a $100,000,000 sublimit for letters of credit, of which $13,679,000 was outstanding at third quarter-end 2016. Total borrowings under our senior secured credit facility (including the face amount of letters of credit) may not exceed a borrowing base formula.
At third quarter-end 2016, net unused borrowing capacity under our senior secured credit facility is calculated as follows:
|
| | | |
| Senior Credit Facility |
| (In thousands) |
Borrowing base availability | $ | 125,000 |
|
Less: borrowings | — |
|
Less: letters of credit | (13,679 | ) |
| $ | 111,321 |
|
Our net unused borrowing capacity during third quarter 2016 ranged from a high of $204,042,000 to a low of $111,321,000. Certain non-core assets support the borrowing base under our senior secured credit facility so we expect our borrowing capacity to be reduced as non-core assets are sold over time. This facility is used primarily to fund our operating cash needs, which fluctuate due to timing of residential and commercial real estate sales, undeveloped land sales, oil and gas leasing, exploration and production activities and mineral lease bonus payments received, timber sales, reimbursements from utility and improvement districts, payment of payables and expenses and capital expenditures.
Our debt agreements contain financial covenants customary for such agreements including minimum levels of interest coverage and limitations on leverage. At third quarter-end 2016, we were in compliance with the financial covenants of these agreements.
The following table details our compliance with the financial covenants calculated as provided in the senior credit facility:
|
| | | | |
Financial Covenant | Requirement | | Third Quarter-End 2016 |
Interest Coverage Ratio (a) | ≥2.50:1.0 | | 8.17:1.0 |
|
Total Leverage Ratio (b) | ≤50% | | 23.0 | % |
Tangible Net Worth (c) | ≥$393.5 million | | $495.4 million |
|
___________________________________
| |
(a) | Calculated as EBITDA (earnings before interest, taxes, depreciation, depletion and amortization), plus non-cash compensation expense, plus other non-cash expenses, divided by interest expense excluding loan fees. This covenant is applied at the end of each quarter on a rolling four quarter basis. |
| |
(b) | Calculated as total funded debt divided by adjusted asset value. Total funded debt includes indebtedness for borrowed funds, secured liabilities, reimbursement obligations with respect to letters of credit or similar instruments, and our pro-rata share of joint venture debt outstanding. Adjusted asset value is defined as the sum of unrestricted cash and cash equivalents, timberlands, high value timberlands, raw entitled lands, entitled land under development, minerals business, Credo asset value, special improvement district receipts (SIDR) reimbursements value and other real estate owned at book value without regard to any indebtedness and our pro rata share of joint ventures’ book value without regard to any indebtedness. This covenant is applied at the end of each quarter. |
| |
(c) | Calculated as the amount by which consolidated total assets (excluding Credo acquisition goodwill over $50,000,000) exceed consolidated total liabilities. At third quarter-end 2016, the requirement is $393,503,000 computed as: |
$379,044,000 plus 85 percent of the aggregate net proceeds received by us from any equity offering, plus 75 percent of all positive net income, on a cumulative basis since third quarter-end 2015. This covenant is applied at the end of each quarter.
To make additional discretionary investments, acquisitions, or distributions, we must maintain available liquidity equal to 10 percent of the aggregate commitments in place. At third quarter-end 2016, the minimum liquidity requirement was $12,500,000, compared with $226,862,000 in actual available liquidity based on the unused borrowing capacity under our senior secured credit facility plus unrestricted cash and cash equivalents. The failure to maintain such minimum liquidity does not constitute a default or event of default of our senior secured credit facility.
Discretionary investments in community development may be restricted in the event that the revenue/capital expenditure ratio is less than or equal to 1.0x. At third quarter-end 2016, the revenue/capital expenditure ratio was 2.5x. Revenue is defined as total gross revenues (excluding revenues attributed to Credo and multifamily properties), plus our pro rata share of the operating revenues from unconsolidated ventures. Capital expenditures are defined as consolidated development and acquisition expenditures (excluding investments related to Credo and multifamily properties), plus our pro rata share of unconsolidated ventures’ development and acquisition expenditures.
We may elect to make distributions to stockholders so long as the total leverage ratio is less than 40 percent, the interest coverage ratio is greater than 3.0:1.0 and available liquidity is not less than $125,000,000, all of which were satisfied at third quarter-end 2016. Regardless of whether the foregoing conditions are satisfied, we may make distributions in an aggregate amount not to exceed $50,000,000 to be funded from up to 65% of the net proceeds from sales of multifamily properties and non-core assets, such as the Radisson Hotel & Suites in Austin, and any oil and gas properties.
In second quarter 2016, we completed a cash tender offer for our 8.50% Senior Secured Notes due 2022 (Notes), pursuant to which we purchased $215,495,000 principal amount (representing approximately 97.6% outstanding) of the Notes. Total consideration paid was $245,604,000, which included $29,091,000 in premium at 113.5% and $1,018,000 in accrued and unpaid interest. In addition, we received consent from holders of the Notes to eliminate or modify certain covenants, events of default and other provisions contained in the indenture governing the the Notes, and to release the subsidiary guarantees and collateral securing the Notes. We also purchased $1,150,000 principal amount of Notes at 99.95% of face value in open market transactions. The second quarter 2016 tender offer and open market purchases resulted in a $35,583,000 loss on extinguishment of debt, which includes the premium paid to repurchase the Notes, write-off of unamortized debt issuance costs of $5,191,000 and $1,301,000 in other costs related to tender offer advisory services. In first quarter 2016, we purchased $8,600,000 principal amount of the Notes at 99% of face value in the open market transactions, resulting in a $127,000 gain on the early extinguishment of the Notes offset by the write-off of unamortized debt issuance costs of $225,000.
In second quarter 2016, we purchased $5,000,000 of 3.75% Convertible Senior Notes due 2020 at 93.25% of face value in open market transactions for $4,662,500 and we allocated $4,452,000 to extinguish the debt and $211,000 to reacquire the equity component within the convertible notes based on the fair value of the debt component. We recognized a $110,000 loss on extinguishment of debt based on the difference between the fair value of the debt component prior to conversion and the carrying value of the debt component. Total loss on extinguishment of debt, including write-off of debt issuance costs allocated to the repurchased notes was $183,000.
In second quarter 2016, a secured promissory note of $15,400,000 was paid in full in connection with sale of the Radisson Hotel & Suites, a 413 guest room hotel located in Austin, for $130,000,000.
In second quarter 2016, other indebtedness decreased principally as result of selling Eleven, a 257-unit multifamily project in Austin, for $60,150,000 and paying in full the associated debt of $23,936,000.
Contractual Obligations and Off-Balance Sheet Arrangements
In 2014, FMF Littleton LLC, an equity method venture in which we own a 25 percent interest, obtained a senior secured construction loan in the amount of $46,384,000 to develop a 385-unit multifamily project located in Littleton, Colorado. The outstanding balance was $42,083,000 at third quarter-end 2016. We provided the lender with a guaranty of completion of the improvements; a guaranty for repayment of 25 percent of the principal balance and unpaid accrued interest; and a standard nonrecourse carve-out guaranty. The principal guaranty will reduce from 25 percent of principal to ten percent upon achievement of certain conditions.
In 2014, CREA FMF Nashville LLC, an equity method venture with Massachusetts Mutual Life Insurance Co. (MassMutual) in which we own a 30 percent interest, obtained a senior secured construction loan in the amount of $51,950,000 to develop a 320-unit multifamily project located in Nashville, Tennessee. The outstanding balance at third quarter-end 2016 was $37,192,000. We provided the lender with a guaranty of completion of the improvements; a guaranty for repayment of 25 percent of the principal balance and unpaid accrued interest; and a standard nonrecourse carve-out guaranty. The principal guaranty will reduce from 25 percent of principal to zero percent upon achievement of certain conditions.
Cibolo Canyons—San Antonio, Texas
Cibolo Canyons consists of the JW Marriott ® San Antonio Hill Country Resort & Spa development owned by third parties and a mixed-use development we own. Our net investment in Cibolo Canyons is $54,645,000 at third quarter-end 2016, all of which is related to the mixed-use development.
Mixed-Use Development
The mixed-use development we own consists of 2,100 acres planned to include approximately 1,830 residential lots and 150 commercial acres designated for multifamily and retail uses, of which 1,104 lots and 97 commercial acres have been sold through third quarter-end 2016.
In 2007, we entered into an agreement with the Cibolo Canyons Special Improvement District ("CCSID") providing for reimbursement of certain infrastructure costs related to the mixed-use development. Reimbursements are subject to review and approval by CCSID and unreimbursed amounts accrue interest at 9.75 percent per annum. CCSID’s funding for reimbursements is principally derived from its ad valorem tax collections and bond proceeds collateralized by ad valorem taxes, less debt service on these bonds and annual administrative and public service expenses.
Because the amount of each reimbursement is dependent on several factors, including CCSID approval and CCSID having an adequate tax base to generate funds that can be used to reimburse us, there is uncertainty as to the amount and timing of reimbursements under this agreement. We expect to recover our investment from lot and tract sales and reimbursement of approved infrastructure costs from CCSID. We have not recognized income from interest due, but not collected. As these uncertainties are clarified, we will modify our accounting accordingly.
Through third quarter-end 2016, we have submitted and were approved for reimbursement of approximately $54,376,000 of infrastructure costs, of which we have received reimbursements totaling $36,109,000, of which $1,406,000 was received in third quarter 2016. At third quarter-end 2016, we have $18,267,000 in pending reimbursements, excluding interest.
Resort Hotel, Spa and Golf Development
In 2007, we entered into agreements to facilitate third party construction and ownership of the JW Marriott ® San Antonio Hill Country Resort & Spa (the Resort), which includes a 1,002 room destination resort and two PGA Tour ® Tournament Players Club ® (TPC) golf courses.
In exchange for our commitment to the Resort, the third party owners assigned to us certain rights under an agreement between the third party owners and CCSID. This agreement includes the right to receive from CCSID 9 percent of hotel occupancy revenues and 1.5 percent of other resort sales revenues collected as taxes by CCSID through 2034. The amount we receive will be net of annual ad valorem tax reimbursements by CCSID to the third party owners of the resort through 2020. In addition, these payments will be net of debt service on bonds issued by CCSID collateralized by hotel occupancy tax (HOT) and other resort sales tax through 2034.
The amounts we collect under this agreement are dependent on several factors including the amount of revenues generated by and ad valorem taxes imposed on the Resort and the amount of debt service incurred by CCSID.
In 2014, we received $50,550,000 from CCSID principally related to its issuance of $48,900,000 HOT and Sales and Use Tax Revenue Bonds, resulting in recovery of our full Resort investment. These bonds are obligations solely of CCSID and are payable from HOT and sales and use taxes levied on the Resort by CCSID. To facilitate the issuance of the bonds, we provided a $6,846,000 letter of credit to the bond trustee as security for certain debt service fund obligations in the event CCSID tax collections are not sufficient to support payment of the bonds in accordance with their terms. The letter of credit must be maintained until the earlier of redemption of the bonds or scheduled bond maturity in 2034. We also entered into an agreement with the owner of the Resort to assign its senior rights to us in exchange for consideration provided by us, including a surety bond to be drawn if CCSID tax collections are not sufficient to support ad valorem tax rebates payable. The surety bond has a balance of $6,631,000 at third quarter-end 2016. The surety bond decreases as CCSID makes annual ad valorem tax rebate payments, which obligation is scheduled to be retired in full by 2020. All future receipts are expected to be recognized as gains in the period collected. We received $501,000 in third quarter 2016.
Critical Accounting Policies and Estimates
There have been no significant changes in our critical accounting policies or estimates from those disclosed in our 2015 Annual Report on Form 10-K.
New and Pending Accounting Pronouncements
Please read Note 2—New and Pending Accounting Pronouncements to the Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
Statistical and Other Data
A summary of our real estate projects in the entitlement process (a) at third quarter-end 2016 follows:
|
| | | | | | |
Project | County | | Market | | Project Acres (b) |
California | | | | | |
Hidden Creek Estates | Los Angeles | | Los Angeles | | 700 |
|
Terrace at Hidden Hills | Los Angeles | | Los Angeles | | 30 |
|
Texas | | | | | |
Lake Houston | Harris/Liberty | | Houston | | 3,700 |
|
Total | | | | | 4,430 |
|
_________________________
| |
(a) | 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 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. |
| |
(b) | Project acres, which are the total for the project regardless of our ownership interest, are approximate. The actual number of acres entitled may vary. |
A summary of our non-core timberland and undeveloped land at third quarter-end 2016 follows:
|
| | | |
| | Acres |
Timberland | | |
Alabama | | 1,900 |
|
Georgia | | 44,300 |
|
Texas | | 4,400 |
|
Higher and Better Use Timberland | | |
Georgia | | 18,900 |
|
Entitled Undeveloped Land | | |
Georgia | | 5,100 |
|
Total | | 74,600 |
|
A summary of activity within our active projects in the development process, which includes entitled, developed and under development real estate projects, at third quarter-end 2016 follows:
|
| | | | | | | | | | | | | | | | | |
| | | | | | Residential Lots/Units | | Commercial Acres |
Project | | County | | Interest Owned (a) | | Lots/Units Sold Since Inception | | Lots/Units Remaining | | Acres Sold Since Inception | | Acres Remaining |
|
Texas | | | | | | | | | | | | |
Austin | | | | | | | | | | | | |
Arrowhead Ranch | | Hays | | 100 | % | | 2 |
| | 382 |
| | — |
| | 19 |
|
The Colony | | Bastrop | | 100 | % | | 475 |
| | 1,448 |
| | 22 |
| | 5 |
|
Double Horn Creek | | Burnet | | 100 | % | | 167 |
| | — |
| | — |
| | — |
|
Hunter's Crossing | | Bastrop | | 100 | % | | 510 |
| | — |
| | 54 |
| | 51 |
|
La Conterra | | Williamson | | 100 | % | | 202 |
| | — |
| | 3 |
| | — |
|
Westside at Buttercup Creek | | Williamson | | 100 | % | | 1,497 |
| | — |
| | 66 |
| | — |
|
| | | | | | 2,853 |
| | 1,830 |
| | 145 |
| | 75 |
|
Corpus Christi | | | | | | | | | | | | |
Caracol | | Calhoun | | 75 | % | | 16 |
| | 58 |
| | — |
| | 14 |
|
Padre Island (b) | | Nueces | | 50 | % | | — |
| | — |
| | — |
| | 15 |
|
Tortuga Dunes | | Nueces | | 75 | % | | — |
| | 134 |
| | — |
| | 4 |
|
| | | | | | 16 |
| | 192 |
| | — |
| | 33 |
|
Dallas-Ft. Worth | | | | | | | | | | | | |
Bar C Ranch | | Tarrant | | 100 | % | | 448 |
| | 673 |
| | — |
| | — |
|
Keller | | Tarrant | | 100 | % | | — |
| | — |
| | 1 |
| | — |
|
Lakes of Prosper | | Collin | | 100 | % | | 165 |
| | 122 |
| | 4 |
| | — |
|
Lantana | | Denton | | 100 | % | | 3,617 |
| | 484 |
| | 44 |
| | — |
|
Maxwell Creek | | Collin | | 100 | % | | 982 |
| | 19 |
| | 10 |
| | — |
|
Parkside | | Collin | | 100 | % | | 60 |
| | 140 |
| | — |
| | — |
|
The Preserve at Pecan Creek | | Denton | | 100 | % | | 619 |
| | 163 |
| | — |
| | 7 |
|
River's Edge | | Denton | | 100 | % | | — |
| | 202 |
| | — |
| | — |
|
Stoney Creek | | Dallas | | 100 | % | | 292 |
| | 404 |
| | — |
| | — |
|
Summer Creek Ranch | | Tarrant | | 100 | % | | 983 |
| | 246 |
| | 35 |
| | 44 |
|
Timber Creek | | Collin | | 88 | % | | 61 |
| | 540 |
| | — |
| | — |
|
Village Park | | Collin | | 100 | % | | 567 |
| | — |
| | 3 |
| | 2 |
|
| | | | | | 7,794 |
| | 2,993 |
| | 97 |
| | 53 |
|
Houston | | | | | | | | | | | | |
Barrington Kingwood | | Harris | | 100 | % | | 176 |
| | 4 |
| | — |
| | — |
|
City Park | | Harris | | 75 | % | | 1,468 |
| | — |
| | 58 |
| | 104 |
|
Harper's Preserve (b) | | Montgomery | | 50 | % | | 522 |
| | 1,160 |
| | 30 |
| | 49 |
|
Imperial Forest | | Harris | | 100 | % | | 74 |
| | 354 |
| | — |
| | — |
|
Long Meadow Farms (b) | | Fort Bend | | 38 | % | | 1,611 |
| | 186 |
| | 194 |
| | 99 |
|
Southern Trails (b) | | Brazoria | | 80 | % | | 942 |
| | 53 |
| | 1 |
| | — |
|
Spring Lakes | | Harris | | 100 | % | | 348 |
| | — |
| | 25 |
| | 4 |
|
Summer Lakes | | Fort Bend | | 100 | % | | 744 |
| | 323 |
| | 56 |
| | — |
|
Summer Park | | Fort Bend | | 100 | % | | 119 |
| | 80 |
| | 34 |
| | 62 |
|
Willow Creek Farms II | | Waller / Fort Bend | | 90 | % | | 154 |
| | 111 |
| | — |
| | — |
|
| | | | | | 6,158 |
| | 2,271 |
| | 398 |
| | 318 |
|
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | |
| | | | | | Residential Lots/Units | | Commercial Acres |
Project | | County | | Interest Owned (a) | | Lots/Units Sold Since Inception | | Lots/Units Remaining | | Acres Sold Since Inception | | Acres Remaining |
San Antonio | | | | | | | | | | | | |
Cibolo Canyons | | Bexar | | 100 | % | | 1,104 |
| | 721 |
| | 97 |
| | 58 |
|
Oak Creek Estates | | Comal | | 100 | % | | 313 |
| | 240 |
| | 13 |
| | — |
|
Olympia Hills | | Bexar | | 100 | % | | 743 |
| | 11 |
| | 10 |
| | — |
|
Stonewall Estates (b) | | Bexar | | 50 | % | | 377 |
| | 9 |
| | — |
| | — |
|
| | | | | | 2,537 |
| | 981 |
| | 120 |
| | 58 |
|
Total Texas | | | | | | 19,358 |
| | 8,267 |
| | 760 |
| | 537 |
|
Colorado | | | | | | | | | | | | |
Denver | | | | | | | | | | | | |
Buffalo Highlands | | Weld | | 100 | % | | — |
| | 164 |
| | — |
| | — |
|
Cielo | | Douglas | | 100 | % | | — |
| | 343 |
| | — |
| | — |
|
Johnstown Farms | | Weld | | 100 | % | | 281 |
| | 335 |
| | 2 |
| | — |
|
Pinery West | | Douglas | | 100 | % | | 86 |
| | — |
| | 20 |
| | 106 |
|
Stonebraker | | Weld | | 100 | % | | — |
| | 603 |
| | — |
| | — |
|
| | | | | | 367 |
| | 1,445 |
| | 22 |
| | 106 |
|
Georgia | | | | | | | | | | | | |
Atlanta | | | | | | | | | | | | |
Harris Place | | Paulding | | 100 | % | | 22 |
| | 5 |
| | — |
| | — |
|
Montebello (b) | | Forsyth | | 90 | % | | — |
| | 224 |
| | — |
| | — |
|
Seven Hills | | Paulding | | 100 | % | | 889 |
| | 189 |
| | 26 |
| | 113 |
|
West Oaks | | Cobb | | 100 | % | | 6 |
| | 50 |
| | — |
| | — |
|
| | | | | | 917 |
| | 468 |
| | 26 |
| | 113 |
|
North & South Carolina | | | | | | | | | | | | |
Charlotte | | | | | | | | | | | | |
Ansley Park | | Lancaster | | 100 | % | | — |
| | 307 |
| | — |
| | — |
|
Habersham | | York | | 100 | % | | 76 |
| | 111 |
| | — |
| | 6 |
|
Walden | | Mecklenburg | | 100 | % | | — |
| | 384 |
| | — |
| | — |
|
| | | | | | 76 |
| | 802 |
| | — |
| | 6 |
|
Raleigh | | | | | | | | | | | | |
Beaver Creek (b) | | Wake | | 90 | % | | 24 |
| | 169 |
| | — |
| | — |
|
| | | | | | 24 |
| | 169 |
| | — |
| | — |
|
| | | | | | 100 |
| | 971 |
| | — |
| | 6 |
|
Tennessee | | | | | | | | | | | | |
Nashville | | | | | | | | | | | | |
Beckwith Crossing | | Wilson | | 100 | % | | 24 |
| | 75 |
| | — |
| | — |
|
Morgan Farms | | Williamson | | 100 | % | | 125 |
| | 48 |
| | — |
| | — |
|
Scales Farmstead | | Williamson | | 100 | % | | — |
| | 197 |
| | — |
| | — |
|
Weatherford Estates | | Williamson | | 100 | % | | 8 |
| | 9 |
| | — |
| | — |
|
| | | | | | 157 |
| | 329 |
| | — |
| | — |
|
Wisconsin | | | | | | | | | | | | |
Madison | | | | | | | | | | | | |
Juniper Ridge/Hawks Woods (b) (d) | | Dane | | 90 | % | | 8 |
| | 206 |
| | — |
| | — |
|
Meadow Crossing II (b) (c) | | Dane | | 90 | % | | 3 |
| | 169 |
| | — |
| | — |
|
| | | | | | 11 |
| | 375 |
| | — |
| | — |
|
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | Residential Lots/Units | | Commercial Acres |
Project | | County | | Interest Owned (a) | | Lots/Units Sold Since Inception | | Lots/Units Remaining | | Acres Sold Since Inception | | Acres Remaining |
Arizona, California, Missouri, Utah | | | | | | | | | | | | |
Tucson | | | | | | | | | | | | |
Boulder Pass (b) (c) | | Pima | | 50 | % | | 3 |
| | 85 |
| | — |
| | — |
|
Dove Mountain | | Pima | | 100 | % | | — |
| | 98 |
| | — |
| | — |
|
Oakland | | | | | | | | | | | | |
San Joaquin River | | Contra Costa/Sacramento | | 100 | % | | — |
| | — |
| | 108 |
| | 180 |
|
Kansas City | | | | | | | | | | | | |
Somerbrook | | Clay | | 100 | % | | 173 |
| | 222 |
| | — |
| | — |
|
Salt Lake City | | | | | | | | | | | | |
Suncrest (b) (c) | | Salt Lake | | 90 | % | | — |
| | 171 |
| | — |
| | — |
|
| | | | | | 176 |
| | 576 |
| | 108 |
| | 180 |
|
Total | | | | | | 21,086 |
| | 12,431 |
| | 916 |
| | 942 |
|
_________________________
| |
(a) | Interest owned reflects our total interest in the project, whether owned directly or indirectly, which may be different than our economic interest in the project. |
| |
(b) | Projects in ventures that we account for using equity method. |
| |
(c) | Venture project that develops and sells homes. |
| |
(d) | Venture project that develops and sells lots and homes. |
A summary of our non-core multifamily properties, excluding two multifamily sites classified as held for sale, at third quarter-end 2016 follows:
|
| | | | | | | | | | | | |
Project | | Market | | Interest Owned (a) | | Type | | Acres | | Description |
Elan 99 | | Houston | | 90 | % | | Multifamily | | 17 |
| | 360-unit luxury apartment |
Acklen | | Nashville | | 30 | % | | Multifamily | | 4 |
| | 320-unit luxury apartment |
HiLine | | Denver | | 25 | % | | Multifamily | | 18 |
| | 385-unit luxury apartment |
_________________________
| |
(a) | Interest owned reflects our total interest in the project, whether owned directly or indirectly, which may be different than our economic interest in the project. |
Oil and Gas Owned Mineral Interests
A summary of our oil and gas owned mineral interests (a) at third quarter-end 2016 follows:
|
| | | | | | | | | | | |
State | Unleased | | Leased (b) | | Held By Production (c) | | Total (d) |
| | | (Net acres) |
Texas | 209,000 |
| | 10,000 |
| | 33,000 |
| | 252,000 |
|
Louisiana | 130,000 |
| | 4,000 |
| | 10,000 |
| | 144,000 |
|
Georgia | 152,000 |
| | — |
| | — |
| | 152,000 |
|
Alabama | 40,000 |
| | — |
| | — |
| | 40,000 |
|
California | 1,000 |
| | — |
| | — |
| | 1,000 |
|
Indiana | 1,000 |
| | — |
| | — |
| | 1,000 |
|
| 533,000 |
| | 14,000 |
| | 43,000 |
| | 590,000 |
|
_________________________
| |
(b) | Includes leases in primary lease term or for which a delay rental payment has been received. In the ordinary course of business, leases covering a significant portion of leased net mineral acres may expire from time to time in a single reporting period. |
| |
(c) | Acres being held by production are producing oil or gas in paying quantities. |
| |
(d) | Texas, Louisiana, California and Indiana net acres are calculated as the gross number of surface acres multiplied by our percentage ownership of the mineral interest. Georgia and Alabama net acres are calculated as the gross number of surface acres multiplied by our estimated percentage ownership of the mineral interest based on county sampling. |
A summary of our Texas and Louisiana owned mineral acres (a) by county or parish at third quarter-end 2016 follows:
|
| | | | | | | | |
Texas | | Louisiana (b) |
County | | Net Acres | | Parish | | Net Acres |
Trinity | | 46,000 |
| | Beauregard | | 79,000 |
|
Angelina | | 42,000 |
| | Vernon | | 39,000 |
|
Houston | | 29,000 |
| | Calcasieu | | 17,000 |
|
Anderson | | 25,000 |
| | Allen | | 7,000 |
|
Cherokee | | 24,000 |
| | Rapides | | 1,000 |
|
Sabine | | 23,000 |
| | Other | | 1,000 |
|
Red River | | 14,000 |
| | | | 144,000 |
|
Newton | | 13,000 |
| | | | |
San Augustine | | 13,000 |
| | | | |
Jasper | | 12,000 |
| | | | |
Other | | 11,000 |
| | | | |
| | 252,000 |
| | | | |
_________________________
| |
(a) | Includes ventures. These owned mineral acre interests contain numerous oil and gas producing formations consisting of conventional, unconventional, and tight sand reservoirs. Of these reservoirs, we have mineral interests in and around production trends in the Wilcox, Frio, Cockfield, James Lime, Petet, Travis Peak, Cotton Valley, Austin Chalk, Haynesville Shale, Barnett Shale and Bossier formations. |
| |
(b) | A significant portion of our Louisiana net acres was severed from the surface estate shortly before our 2007 spin-off. Under Louisiana law, a mineral servitude that is not producing minerals or which has not been the subject of good-faith drilling operations will cease to burden the property upon the tenth anniversary of the date of its creation. The total number of net acres subject to prescription can fluctuate based on oil and gas development and production activities. Some or all of approximately 70,000 of our Louisiana net acres may revert to the surface owner unless drilling operations or production commences prior to October 2017. |
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Sensitivity
Our interest rate risk is principally related to our variable-rate debt. Interest rate changes impact earnings due to the resulting increase or decrease in our variable-rate debt, which was $1,306,000 at third quarter-end 2016.
The following table illustrates the estimated effect on our pre-tax income of immediate, parallel, and sustained shifts in interest rates for the next 12 months on our variable-rate debt at third quarter-end 2016. This estimate assumes that debt reductions from contractual payments will be replaced with short-term, variable-rate debt; however, that may not be the financing alternative we choose.
|
| | | |
| Third Quarter-End |
Change in Interest Rates | 2016 |
| (In thousands) |
2% | $ | (16 | ) |
1% | $ | (3 | ) |
(1)% | $ | — |
|
(2)% | $ | — |
|
Foreign Currency Risk
We have no exposure to foreign currency fluctuations.
Commodity Price Risk
We have no significant exposure to commodity price fluctuations as it relates to our royalty revenues, lease bonus and cash flows from owned mineral resource activities. However, significant decrease in commodity pricing may have an impact on future leasing activities of our owned mineral interests and therefore the carrying value of our owned mineral resources may not be recoverable.
Item 4. Controls and Procedures
(a) Disclosure Controls and Procedures
Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (or the Exchange Act)), as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and are effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
We are involved directly or through ventures in various legal proceedings that arise from time to time in the ordinary course of doing business. We believe we have established adequate reserves for any probable losses and that the outcome of any of the proceedings should not have a material adverse effect on our financial position, long-term results of operations or cash flows. It is possible, however, that circumstances beyond our control or significant subsequent developments could result in additional charges related to these matters that could be significant to results of operations or cash flow in any single accounting period.
Item 1A. Risk Factors
There are no material changes from the risk factors disclosed in our 2015 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities (a)
|
| | | | | | | | | | | | |
Period | Total Number of Shares Purchased (b) | | Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs |
Month 1 (7/1/2016 — 7/31/2016) | — |
| | $ | — |
| | — |
| | 3,222,692 |
|
Month 2 (8/1/2016 — 8/31/2016) | 1,167 |
| | $ | 12.08 |
| | — |
| | 3,222,692 |
|
Month 3 (9/1/2016 — 9/30/2016) | 168 |
| | $ | 11.71 |
| | — |
| | 3,222,692 |
|
| 1,335 |
| | $ | 12.03 |
| | — |
| | |
_________________________
| |
(a) | On February 11, 2009, we announced that our Board of Directors authorized the repurchase of up to 7,000,000 shares of our common stock. We have purchased 3,777,308 shares under this authorization, which has no expiration date. We have no repurchase plans or programs that expired during the period covered by the table above and no repurchase plans or programs that we intend to terminate prior to expiration or under which we no longer intend to make further purchases. |
| |
(b) | Includes shares withheld to pay taxes in connection with vesting of restricted stock awards. |
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
|
| | |
Exhibit | | Description |
| | |
31.1 | | Certification of Chief Executive Officer pursuant to Exchange Act rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
31.2 | | Certification of Chief Financial Officer pursuant to Exchange Act rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
32.1 | | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | |
32.2 | | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | |
101.1 | | The following materials from Forestar’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income (Loss) and Comprehensive Income (Loss), (iii) Consolidated Statements of Cash Flows, and (iv) Notes to Consolidated Financial Statements. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
| | |
| FORESTAR GROUP INC. |
| | |
Date: November 9, 2016 | By: | /s/ Charles D. Jehl |
| | Charles D. Jehl |
| | Chief Financial Officer |
| | |
| By: | /s/ Sabita C. Reddy |
| | Sabita C. Reddy |
| | Principal Accounting Officer |