Forestar reports Q2 income of US$800,000, up from year-ago loss of US$3.9M; fiber resources earnings down 17% to US$600,000, on reduced recreational lease revenues following 2011 sale of 74,000 acres of timberland

Allison Oesterle

AUSTIN, Texas , August 8, 2012 (press release) – Accelerating Value Realization, Growing Through Strategic Investments and Delivering the Greatest Value from Every Acre

Forestar Group Inc. (NYSE: FOR) today reported second quarter 2012 net income of approximately $0.8 million , or $0.02 per diluted share, compared with a second quarter 2011 net loss of approximately ($3.9) million , or ($0.11) per share outstanding. Second quarter 2012 results include after-tax expenses of approximately $1.6 million , or $0.05 per share, associated with the proposed acquisition of CREDO Petroleum Corporation . Second quarter 2011 results included after-tax expenses of approximately $1.8 million , or $0.05 per share paid to outside advisors related to private debt offerings which were withdrawn due to the deterioration in terms available to us in the capital markets.

“During second quarter we continued to strengthen our balance sheet, generating over $38 million in cash flow and reducing consolidated debt by $26 million . Oil production remains significantly above 2011 levels and increased lot sales activity reflects our ability to deliver lots while inventories in desirable locations remain in short supply,” said Jim DeCosmo president and chief executive officer of Forestar Group . “Our second quarter results continue to increase momentum by accelerating value realization and capitalizing on growth opportunities.”

Second Quarter Highlights

Strategic Initiatives

• Announced definitive agreement to acquire CREDO Petroleum (NASDAQ:CRED) in an all cash transaction for $14.50 per share, representing an equity purchase price of $146 million
• Generated over $38 million in cash flow and reduced consolidated debt by $26 million
• Formed a venture with Canyon-Johnson Urban Funds for the development of Eleven, a 257-unit multifamily community in downtown Austin
• Formed a venture with Guggenheim Real Estate for development of 360°, a 304-unit multifamily community in the Denver Tech Center submarket

Forestar manages its operations through three business segments: Mineral Resources, Real Estate and Fiber Resources.

MINERAL RESOURCES

• Oil production up over 120% compared with second quarter 2011, but down 11% compared with first quarter 2012
• Seven new oil and gas wells completed, including five oil wells and two natural gas wells
• 541 producing wells operated by exploration and production lessees, up 40 wells compared with second quarter 2011

Segment Financial Results:

Mineral resources segment earnings increased in second quarter 2012 compared with second quarter 2011 principally due to higher oil production, which more than offset lower oil and gas pricing, additional operating costs and reduced lease bonus revenues. Mineral resources segment earnings decreased in second quarter 2012 compared with first quarter 2012 primarily due to lower oil production and reduced delay rental receipts.

REAL ESTATE

• Sold 427 finished residential lots, a 51% increase compared with second quarter 2011, including sale of 109 remaining residential lots for approximately $19,700 per lot from River Plantation, a residential community located near Tampa
• 1,435 lots under option contracts
• Forestar/RPG Land Company , a consolidated venture, sold approximately 800 acres from Light Farms project near Dallas, Texas for $56 million in total consideration, resulting in gain of $3.4 million
• Generated $1.1 million in segment earnings from loan secured by the Discovery at Spring Trails mixed-use community in Houston acquired in second quarter 2011 for $21 million
• Received $10.9 million in reimbursed costs from creation of two multifamily ventures in return for contribution of two multifamily sites and 20-25% retained ownership interest

Segment Financial Results:

Second quarter 2012 real estate segment earnings were higher compared with second quarter 2011 principally due to increased residential lot and commercial tract sales and a $3.4 million gain associated with the previously announced sale of 800 acres near Dallas from the Light Farms venture. In addition, second quarter real estate segment results include approximately $1.1 million in earnings associated with a $21 million acquisition in 2011 of a bank loan secured by Discovery at Spring Trails, a master-planned, mixed-use community located in Houston .

First quarter 2012 real estate segment earnings include an $11.7 million gain associated with the sale of our 25% interest in the Palisades West venture.

FIBER RESOURCES

• Sold 105,700 tons of fiber
• Recreational leasing activity remains strong, almost 99% of available land leased

Segment Financial Results:

Second quarter 2012 fiber resources segment earnings declined slightly compared with second quarter 2011 principally due to lower recreational lease revenues resulting from the sale of over 74,000 acres of timberland in 2011. Recreational leasing activity remained strong during second quarter, with almost 99% of available land leased for recreation. Second quarter 2011 fiber resources segment results include a $0.2 million gain from termination of a timber lease.

OUTLOOK

“We continue to generate momentum through our oil and gas strategic initiatives to increase exploration, production and reserves. Drilling activity in East Texas and Louisiana is focused on oil and natural gas liquids principally related to the Austin Chalk and Wilcox formations. Going forward, the acquisition of CREDO Petroleum Corporation is expected to double production and reserves, provide meaningful ownership in strategic oil and gas basins and further enhance transparency and disclosure. This acquisition will create a meaningful oil and gas platform well positioned to maximize shareholder value going forward.

“Residential real estate fundamentals in Texas remain favorable, with stable demand and low levels of desirable inventory. As a result, we are beginning to see the benefit of recent acquisitions and investments, including solid residential lot demand at the Barrington Kingwood community near Houston which was acquired in third quarter 2011. Sustaining the housing recovery will require increased economic activity and employment growth.

“Multifamily fundamentals in our target markets remain strong with high occupancy rates, meaningful rent growth and absorption exceeding new supply. During second quarter we formed a venture with Canyon - Johnson Urban Funds for development of Eleven, a 257-unit community in downtown Austin . In addition, we formed a venture with Guggenheim Real Estate for the development of 360°, a 304-unit community in the Denver Tech Center sub market. As a result, we received $10.9 million in reimbursed costs from these ventures in return for the contribution of two multifamily sites and a 20-25% retained ownership interest. These ventures support our multifamily strategy to deliver a low-investment, high-return business by leveraging our sites and resources with capital from partners to create and realize value from multifamily. In addition, we are focused on accelerating value realization from our two stabilized multifamily properties in second half of 2012.

“We are encouraged by our momentum in accelerating value realization and growing net asset value. We realize that momentum is achieved one step at a time, therefore, we carefully evaluate each of our strategic alternatives to invest in those which offer the greatest return and maximize shareholder value while maintaining a strong balance sheet and financial flexibility. We are committed to delivering the greatest value from every acre and meeting our Triple in FOR initiatives,” concluded Mr. DeCosmo.

The Company will host a conference call on August 8, 2012 at 2:00 pm ET to discuss results of second quarter 2012. The meeting may be accessed through webcast or by conference call. The webcast may be accessed through Forestar’s Internet site at www.forestargroup.com. To access the conference call, listeners calling from North America should dial 1-800-638-5495 at least 15 minutes prior to the start of the meeting. Those wishing to access the call from outside North America should dial 1-617-614-3946. The password is Forestar . Replays of the call will be available for two weeks following the completion of the live call and can be accessed at 1-888-286-8010 in North America and at 1-617-801-6888 outside North America . The password for the replay is 55405782.

About Forestar Group

Forestar Group Inc. operates in three business segments: mineral resources, real estate and fiber resources. At the end of the second quarter 2012, the real estate segment owns directly or through ventures almost 145,000 acres of real estate located in eight states and twelve markets in the U.S. The real estate segment has 16 real estate projects representing approximately 27,600 acres currently in the entitlement process, and 72 entitled, developed and under development projects in seven states and eleven markets encompassing almost 15,600 acres, comprised of almost 24,000 planned residential lots and over 2,400 commercial acres. The mineral resources segment manages approximately 594,000 net acres of oil and gas mineral interests located principally in Texas , Louisiana , Alabama , and Georgia . Also included in the mineral resources segment is a 45% nonparticipating royalty interest in groundwater produced or withdrawn for commercial purposes from approximately 1.4 million acres in Texas , Louisiana , Georgia and Alabama and about 17,800 acres of groundwater leases in central Texas . The fiber resources segment includes the sale of wood fiber and management of our recreational leases. 

Forward-Looking Statements

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

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