Welcome to the Brookfield Homes Corporation conference call and webcast to present the company's first quarter 2008 results to shareholders. At this time, I'd like to turn the conference over to Ian Cockwell, President and Chief Executive Officer. Please go ahead.

Thank you. Good afternoon, ladies and gentlemen, and thank you for joining us today for Brookfield Homes' first quarter conference call. Before we continue, please note that, in talking about our financial performance and responding to questions, we may make forward-looking statements. Forward-looking statements are subject to known and unknown risks and results may differ materially. For further information on such factors or risks, I would encourage you to see Brookfield Homes' SEC filings and the full text related to forward-looking statements in our Form 10-K and 10-Qs, which are posted on our Web site. We've also posted a supplementary information package on the Web site under the Investor Relations section under Reports and Presentations. It provides details of operations and other key measures of performance. Joining me for the call today are Paul Kerrigan, our Chief Financial Officer, and Linda Northwood, our Director of Investor Relations. I'll start today's agenda and then turn the call over to Paul, who will review our performance for the first quarter. The overall challenges for the homebuilding industry have continued into 2008, with consumer confidence at all-time lows and amount of supply of resale and new homes for sale at all-time highs. We are addressing these challenges and have successfully increased our sales base during the first quarter 2008 when compared to the fourth quarter of 2007. This pace has continued into the second quarter of 2008 and we are targeting to have closed or in backlog 70% of our planned 2008 closings by early summer. Our focus on monetizing our inventory of fully developed lots will enable us to achieve a target of at least $100 million of operating cash flow for 2008. Given our current level of finished lot inventory, we do not expect to invest any significant amount in developing the entitled land we own, but will likely use our operating cash flow to repay debt. Recently, a number of larger land development projects and entitlement projects in California and Nevada have faced debt repayment issues. This is leading to new sources of capital coming into the markets to acquire the distressed land opportunities. Our management's skills in entitling and developing land are being sought after by those who wish to enter the market or are you wanting to monetize or enhance the value of land assets they may now own. Our business model of adding value at each stage of the land development process enables us to participate with either land owners or financial holders to enhance value. The fundamental shift of economic ownership in land assets in California should work itself through the market over the next 12 to 18 months and we are aligning ourselves to participate in acquiring strategic land positions. I would now like to turn the call over to Paul, who will discuss our financial results for the quarter ended March 31, 2008.

Thank you, Ian, and good afternoon. Our net loss before taxes for the three months ended March 31, 2008 was $20 million compared to income of $5 million for the same period in '07. The decrease in net income before taxes of $25 million is primarily due to the following three factors: Lower margins on housing and a decrease in homes closed. And during the first three months of 2008, the company's gross margin on housing was 15.9%, consistent with the fourth quarter of 2007; however, lower than the 19.5% gross margin on housing recorded in the first three months of 2007. In addition, our home closings were 120 units, a decrease from the 151 units closed in the first three months of 2007. The company also recorded impairment charges on its housing land inventory of $6.2 million compared to nil in the first quarter of 2007. Impairments were recorded on six communities comprising 222 lots. And lastly, the company entered into interest rate swap contracts during the period 2004 to 2007 totaling $260 million, which effectively fixed the rate on the company's floating rate debt at 6.8%. As a result of a further decline during this quarter in short-term interest rates, the fair value of these derivatives declined and the company recorded a mark-to-market loss of $9.3 million compared to a loss of $0.7 million in the same period last year. The net loss after taxes in the first quarter was $12 million or $0.47 per share compared to net income of $29 million or $1.07 per share, in the first quarter of 2007. And just a reminder, the first quarter of 2007 included in income $26 million related to the reversal of an income tax liability. For the first quarter in 2008, we closed 120 homes and 18…

Thank you, Paul. Looking ahead, as I said, the United States housing industry will remain challenging, given the ongoing disruption in the credit markets as well as consumer confidence. Despite these challenges, the company continues to anticipate strong operating cash flow of approximately $100 million in 2008, as we continue to monetize our inventory of 3,400 developed lots. I'll now turn the call back to the operator, who will moderate questions.

Thank you, sir. (Operator instructions) Our first question today comes from Joel Locker of FBN Securities.

Hi, guys. Just wanted to talk to you about, I guess, your lot sales and what do you target for 2008?

I think in terms of lot sales, Joel, I think our expectations aren't that great. You can see we sold 18 lots in the first quarter and we have some contracts where we expect to sell lots, maybe 50 to 100, right? But over and above that, I think we'll just take the market as it comes and look for the demand. But, I would suspect that's probably 2009.

Right. And if you back up a 15.9% for the housing gross margin, does that leave with you $2 million loss on the $3.3 million of land sales this quarter?

No. The margin on land sales were basically breakeven and the gross margin, when you take out the impairments of $6.2 million, was approximately 15.8%.

15.8%, all right. And just, I guess, one other question on just the SG&A. I noticed it was flat year-over-year, and just wondering if there's anything you can do there to lessen it on a dollar amount because I guess it's up to 25% or so of the housing revenue?

I think we said previously, our run rate on the sales and marketing is around that $15 million, $16 million range. We obviously have reduced our staffing levels but, on the sales side, we're probably spending a bit more to achieve the sales. But, we'll continually try to reduce it.

Right. All right. I'll jump back in the queue. Thanks.

Our next question comes from Alex Barron of The Agency Trading Group.

Hey, guys. How are you?

Very good.

Wanted to ask you, what's the balance on the revolver this quarter with Brookfield Asset Management?

The balance is $202 million.

Okay. Now, as far as the way you guys calculate the net debt-to-cap ratio, what's the current number and what exactly goes into that calculation?

In our supplemental, Alex – I guess it's posted on the Web site. I think we put it in there, don't we? It's not calculated there, but the definition isn't [ph] there. Our total debt – and I'm just reading the definition here for you – total debt minus cash, divided by our net debt, plus minority interests, plus stockholders' equity. So it's pretty straightforward I think. Just net debt divided by total debt, plus minority, plus equity.

Okay. I guess I wasn't including the minority interest. I'm just kind of wondering, is there a plan here to start to reduce the debt level at some point?

I think, when we say we are targeting the $100 million of operating cash flow this year, implicit in that is to use that, majority-wise, to pay down our debt.

Okay. And what exactly, I guess, is causing the inventory balance to keep rising? Are you guys just continuing to build specs or are you just putting more money into land development, or what's causing the inventory number to go up?

I think, generally speaking, historically, we would invest in inventory in the first half of the year as we build [ph] our backlog. But if you compare it to last year, we've invested significantly less and that's because we started the year with higher inventories and as we go through the year sort of build the backlog, we would expect our assets to come down nicely sort of by the end of the year. So definitely we'll see that inventory line turn positive in terms of the cash flow statement.

Okay. Switching subjects a little bit, you mentioned you bought out a joint venture partner. Was that another public builder and if so, can you say who it was and what did you guys find attractive in buying this deal out?

Alex, it's an area, the Coachella Valley, we have taken as a strategic market and focusing in on increasing our holdings within that area. It was a public builder; we were 50:50 joint venture partners, and the opportunity arose and we found that it did – from a plan in the whole area, it made economic sense for us to acquire their position.

But, is this undeveloped because I'm not aware that you guys had any position in this market?

We have two positions within that market under options, both of them are options.

Under our San Diego/Riverside category (inaudible).

Okay. But you don't have any active communities there at the moment?

No, we don't. No.

It's similar to our situation up in the Sacramento area. We don't have any active communities up there either.

Okay. But has this project been – currently at what stage of development, I guess, is it, then?

It's in the entitlement stage.

Entitlement stage. Okay. Thanks a lot.

Our next question comes from J. T. King of Cape Investments.

Good afternoon. The revolver balance you said was a little over $200 million?

Right.

Was it $90 million at the end of the year, was that the number?

Yes.

So, did you use essentially – was the increase related – did you use some of the revolver to pay down some of the project finance?

Absolutely. So, if the amounts due to Brookfield Asset Management are up to the $202 million range, our project financings would be the difference. And they came down approximately – when you exclude the seller note on the acquisition of the Coachella property, the project financings came down around $60 million or $70 million.

Okay. And then so you've got – do you have the full $48 million additional available under the revolver?

Yes, we do.

Okay. And I guess – so when you say you are going to generate $100 million, I'm just trying to understand the cash flow numbers, $100 million for the rest of the year, that implies kind of $131 million over the next nine months then to a negative $31 million for three months?

Yes, very much so.

And just the math on that, for those of us who are kind of trying to model it out, I guess is what I'm struggling with a little bit. If you just took the home sales and you picked a number like 700 homes closed and took some gross margin number on that and some steady state $15 million a quarter SG&A and you took an average home price of – pick a number, but call it $570,000 based on your first quarter, that doesn't square with the $131 million or even come close. So what else am I missing? Is it a bunch of lots you're going to sell that are not just home closings, or where else does the cash come from?

Well, at the end of the day, if we close 117 homes in the first quarter and our target is, say, 800 to 850, we've got 700 homes to close as you say. If you say the average selling price is $550,000 or $600,000 – let's say $600,000, that's $420 million of future receipts that we have coming in over the next nine months, right? And because, like I said in my notes, our inventory levels are elevated and they continue to be elevated, but we are selling well. And if we achieve these 700 home closings with $400 million of revenue, we don't have a lot of cost to put in the ground because quite frankly, a lot of these homes are built.

And the assumption for that $100 million then, is that kind of consistent with the 800 home number for the full year?

Very much so, yes.

So, not much down versus '07?

Right.

4% or 5%. And then on the covenant flexibility and room you have there, those haven't changed since the last, I guess, 8-K, which is slight modifications with the revolver and that was it, but not with any of the project finance or JV?

No and we're all within our covenants, obviously.

Right, okay. Well, thank you. That was all I had.

Great.

Our next question comes from Ronald Redfield of Redfield, Blonsky.

Hi, good afternoon. Two questions, one, since quarter end, have you been provided with any liquidity by Brookfield Asset Management or any of the related companies, any of their lending divisions or closed-end funds or any of their bridge lending groups, et cetera, and if so, how much?

Our relationship with Brookfield Asset Management is on the facility that we have – the credit facility that we have with them and we have drawn $18 million.

Since April 30?

No, since March 31.

I'm sorry, since March 31. And do any of their other entities provide liquidity to you for investments on their own end?

As you'll see in our 10-Q, that is the only relationship that we have with Brookfield Asset Management or its affiliates.

Great. And then my other question, just curiosity, and I'm sorry if this was answered already and I wasn't focusing, just if you could describe a little bit about the average selling price going from per unit from $707,000 to $571,000 and what you're seeing and what – if you could just provide some color on that?

Like I mentioned again in my notes, the average selling price is a function of two things. Because we're a relatively small company and we build all kinds of different products, even within our 33 active selling communities, our average selling price has fluctuated in the past consistently and that's mainly because of product mix. But as you know, our margins have come down from the mid-30s since 2005, so we've obviously been reducing prices or increasing incentives. But I would say that the change in the selling price in the first quarter is largely due to the product mix. We have not reduced prices too dramatically and certainly in the first quarter.

So, a house in a certain neighborhood – a house that was selling for X in March of '07 isn't selling drastically from X at this point?

No. I was mentioning from the fourth quarter. They are certainly down from last year – from the first quarter of last year.

At what percentage, would you say?

5% to 10%.

5% to 10%? Great. And can you also give any color on the lending environment, the credit environment, for the buyers of the property or prospective buyers?

With regards to mortgages, at this stage, I think a number of new programs coming in place. We know that FHA limits have been increased. But what it is, it has varied quite considerably during the first quarter but would seem to be stabilizing at this point with regards to the implementation and the understanding of the programs for buyers I think even just at the various interest rates, credit risk concerns, you could say, earlier on in the first quarter, they seem to have stabilized as well from a rate perspective.

Okay. And when do you expect to release the Q?

Probably in the next week or two.

Okay. Great, thank you.

Our next question comes from Brian Freckmann of Crown Capital.

Hey, guys. How are you?

Very well.

Maybe I missed it, just two quick things, how much do you guys now have on the line of credit with Brookfield, how much have you guys tapped that in?

As of the end of March, it's $202 million.

$202 million, okay. And you said another $18 million, I think, is what you said?

That's correct.

Okay. $202 million and another $18 million.

That's $220 million.

And then just question, how much project financing did you pay down this quarter?

As I said earlier, approximately $70 million.

$70 million, okay. I'm sorry, I must have missed that. All right, well, thank you very much.

We have a follow-up question from Joel Locker of FBN Securities.

Hi, guys. On the JV equity, you have $127 million in equity, how much debt is against that? I remember you saying it was $85 million at the end of the year?

Yes, I think it's – at the end of the year, I think it was higher than that, but currently it is right around the $80 million range.

$80 million or so. And the lots that you purchased, it was $14 million for half the lots or call it 1,300 lots, so it's right around $1100 a lot, is that fair enough to say or is it fair …

Around probably $10,000 or $11,000 a lot, yes.

$10,000 or $11,000 a lot. And on the lot write-offs, I mean obviously, there was $6.2 million in impairments. Were there any other termination of lot charges or JV impairments or anything like that?

No, there was nothing else.

Nothing else, and that $6.2 million was just on consolidated land?

Exactly.

Right. All right, I'll jump back in the queue. Thanks.

We also have another follow-up question from Alex Barron of The Agency Trading Group.

I'm sorry, maybe I didn't understand your answer to a previous question, but given that your orders I guess increased so much sequentially from the December quarter to this quarter, what was the incremental price cuts that you guys gave?

I think if you recall, Alex, in the fourth quarter last year, we had taken shall I say significant impairments and I think that was a result of cutting prices in December of last year and then perhaps in November. So I think come sort of the new season, what brought – January brought a lot more traction in our communities, better traffic, better qualified buyers, despite the credit challenges, and yes, the fourth quarter last year was a very difficult selling environment and we've been more successful this quarter for sure and that is continuing into April.

Okay. Now, I know you guys haven't historically given average sales price for the orders, but are they in the same ballpark as your deliveries?

In terms of our backlog, what is the average selling price?

Yes, either that or your orders.

I actually think they're slightly higher.

Okay.

And again, that's related to product mix. It's nothing to do with depreciation.

Okay. Now, when it comes to – when you guys – how you guys do the math for the impairments, what's the magic number I guess at which, either in sales pace or in operating margins, or what is it that causes you to take an impairment? Because I would have thought with the operating margins being where they are, we would have seen maybe a little bit more?

No. I think – well, certainly with a gross margin of 15%, 16% range, we are in a very comfortable zone. And if you look into our backlog, yes, the margin's probably a little lower, more like the fourth quarter of last year in the 12% or 13% range, but that doesn't quite get us to the impairment tax, but like I say, it doesn't generate great returns at the bottom line either.

Right. I'm sorry, did you say the margins in backlog were 12% or 13%?

Yes, in that range.

Okay. So was that – what is, I guess – if there is a magic number, is it 10% or what other factors factor into when you do take an impairment?

Like I explained before, if you look at your gross margin and you take off your incremental sales costs, is when you're in that sort of 8% or 9% range, right?

Okay. Got it. All right, thanks.

There are no further questions at this time. I'll turn the conference back over to Ian Cockwell for any closing comments.

Thank you operator. Thank you all for participating today in our conference call and we look forward to having you on it in the future again. Thank you all.