Good day, ladies and gentlemen. And welcome to the Third Quarter 2015 Forestar Group Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. [Operator Instructions] As a reminder, today's conference call is being recorded. I would like introduce your host for today's conference Ms. Anna Torma. You may begin.

Thanks and good morning. I would like to welcome each of you who have joined us by conference call or webcast this morning to discuss Forestar's third quarter 2015 results. I'm Anna Torma, Senior Vice President, Corporate Affairs. Joining me on the call today is Phil Weber, Chief Executive Officer; and Chuck Jehl, Chief Financial Officer. This call is being webcast, and copies of the earnings release and presentation slides are now available on the Investor Relations section of our website at forestargroup.com. Before we get started, let me remind you to please review the warning statements in our press release and our slides as we will make forward-looking statements during the presentation. In addition, this presentation includes non-GAAP financial measures. The required reconciliation to GAAP financial measures can be found at the back of our earnings release and slides and on our website. Now, let me turn the call over to Phil for opening remarks.

Thank you, Anna. Good morning and thank you all for joining us. Before talking about the tremendous changes that have taken place at Forestar over the past five or so weeks, and outlining our priority initiatives, I want to start by thanking Bruce Dickson for his outstanding contribution to Forestar serving as our Chief Real Estate Officer for the past five years. Bruce is a man of unimpeachable integrity in character, and we are all fortunate to have had opportunity to work with and learn from him. Bruce plan to retire at the end of the first quarter next year, and we wish him great joy and happiness on his journey with his family, whatever it is he choose to do next. Bruce, thank you very much. In addition to Bruce, Chuck and Anna, also joining on the call are Michael Quinley, our President of Community Development and Tom Etheredge, our President of Multifamily. Michael and Tom each have over 25 years of residential real estate development and finance experience. Both are experts in their field. We're very pleased to have them leading our residential housing development business. Thank you Michael and Tom. Today I'm going to speak mostly to our four key initiatives and then Chuck Jehl will report on the third quarter results and our outlook going forward. As reflected in our deck and press release this morning, as well as our announcements over the past few weeks, it is very much a new day, a new leadership team and a new culture at Forestar. I have met with or spoken directly with a significant percentage of the ownership of the company since accepting this position a few weeks ago. I appreciate how generous investors have been with both their time and suggestions for the best way for…

Okay, thank you, Phil. I would also like to welcome everyone joining us this morning. Third quarter 2015 financial results were negatively impacted by approximately $153.9 million in special items, including the differed tax asset valuation allowance and asset impairment charges related to our non-core oil and gas assets, both primarily driven by the continued decline in oil prices. As a result, the company report a net loss of approximately $164.2 million or $4.79 per share in third quarter 2015, compared with net income of $5.2 million or $0.12 per share in third quarter 2014. On an after-tax basis, third quarter 2015 special items with a $153.9 million or $4.48 per share include the differed tax asset valuation allowance I previously discussion to $98.9 million, $42.5 million improved property asset impairment primarily related to our assets in the Bakken/Three Forks in North Dakota and the Central Kansas uplift in Kansas in Nebraska. And $10.3 million of unproved lease hold interest impairments primarily associated with undeveloped lease hold in the Bakken/Three Forks and $2.2 million in severance related charges. Excluding special items, third quarter 2015 net loss was approximately $10.3 million or $0.31 per share compared with net income of $5.2 million or $0.12 per share in third quarter 2014. Before I turn to our segment financial results, I want to review some additional insight into the differed tax asset valuation allowance we recorded in the quarter. This allowance was principally resolved of impairment charges recorded in our oil and gas segment, primarily due to price – oil prices declining, with the additional impairments reported in third quarter 2015, the company is now accumulative three year pretax loss position, which is a technical matter under GAAP limits our ability to consider projected future taxable income in determining whether evaluation allowances required.…

Thank you. [Operator Instructions] Our first question comes from the line of Steve Chercover with D.A. Davidson. Your line is open. Please go ahead.

Yes, good morning. Couple of questions, please. First of all, within last year some of your shareholders agitated or I guess suggested that selling your stabilized multifamily properties might not be the best course of action because effectively their community cash flow and collateral. So, it looks like you're not going to keep that advice and you're going to continue to sell them?

This is Charles, Steve, good morning. No, I don’t want to go into specific assets or strategies today. I think if you look at what we've done in the past with most of the multifamily that we have built, developed and built, we have sold those assets. And as I said in my remarks, I think in many cases there is a better owner of multifamily than Forestar, that does not mean that we won't ever own multifamily but I think as a general rule what we have done is what we will likely continue to do.

Okay, thanks. So, anyways Midtown that would be sold midyear or sorry, by the end of the year?

Yeah, Tom do you want to give a update on – Tom Etheredge on Midtown?

Other than it's been under contract right now that’s schedule date for closing is December 10, and they've completed their due diligence period and inspection period.

Okay, and that sounds good. And then amongst your four initiatives, the last one being additional disclosures. Are you going to change the way some of the management compensations is embedded within the sectors or the segments, because I have to say that it has been a challenge to model for a starters and I'm wondering if we will see kind of a different approach going forward?

What I would say there is, we're looking at every disclosure that we make and so what we will add that to the list and discuss that. So thank you for bringing that up.

Yeah, I think it'd be terrific, just it would help us help you I think if we could have a bit more accuracy in our estimates, so I appreciate that. I look forward to working with you.

Thank you.

Thank you. And our next question comes from the line of Steve O'Hara with Sidoti. Your line is open. Please go ahead.

Yes, hi, good morning. Thanks for taking the question. I was just wondering, in terms of the lot margin and what happened there, could you just talk about obviously the price per lot increased a decent amount but the lot margin seems to decline. I'm just wondering is that a mix issue, is it or should we kind of expect lot margins to compress going forward, I mean is it – the inventory that you have now is more expensive going forward? And then just on the number of lots, maybe for 20 – I don’t know if you want to give a early outlook for 2016, but I think in the past it was something like 1,900 lots and I think that included ventures or maybe you can just give us maybe a ballpark what the expectations might be for 2016 for lots sales, maybe wholly-owned and with venture. Thank you.

Yeah. Steve, good morning, thank you. I'm going to let Michael Quinley take your question on the lot margins.

Steve, as it relates to the margins you hit it correctly, it's really about the mix. As Chuck noted that some of our mix was impacted by weather conditions and it's really all across not just Texas, it's Texas, it's Atlanta, Tennessee, North and South Carolina. So I think that margin differential is purely driven by mix as it relates to the forward-looking number, we're not prepared at this time to put anything out there but as soon as we've got those put together we'll be happy to get that out. Thank you very much for your question.

Okay. And then maybe just a follow-up, I mean it seems like 2015 lot sales, it looks like you're going to be down pretty significantly over 2014, but I know you got some bulk sales kind of in the wholly-owned line. Can you just tell us what the wholly-owned lot sales were for 2013, just kind of remind me for 2013, excluding what you consider bulk sales for 2013 to 2014 in that way and kind of maybe get a bit of apples-to-apples comparison?

Steve, you have to forgive me. I've been sitting here for about five weeks and so I may not have that number on the top of my head but I think that the bulk sales in 2015 were somewhere between 400 and 500 lots. I'm not – I don’t remember the 2013 number.

Okay.

2014 number.

2014, right.

But 2013, the total residential I think was about 1,883 lots total, and then on 2014 it was about 2,300 and again I think there was like 400 to 500 in bulk sales.

Okay, all right. Thank you very much.

Not 400, closer to 400.

Closer to 400, okay, thank you.

Thank you, Steve.

Thank you. And our next question comes from the line of Jeff Bronchick with Cove Street. Your line is open. Please go ahead.

Good morning, guys. Hey just, so what is the – as you see it now, what is the current quarterly or annual SG&A plus incentive comp run rate for 2016 with what you've announced today or to date?

Good morning, Jeff, this is Phil. I think if you look at the – so the total is $13 million less and the breakdown on that would be a couple of ways to look at it. So, between the noncore segments and G&A that’s about 93% of the total. And I'm not sure – I know the G&A number is three, that is what we said, I don’t know when you add in…

Well, no that’s not the break – so when you look at 2016, so you successfully complete this cost cutting program within the context of continuous improvement. And you're looking at your income statement and you say G&A and then I asked because 2015 you had obviously a variety of one ish time things. But what does that number look like when you're all done with the SG&A spend, so what's the annual SG&A spend for the company with is built in?

Yeah, well for 2016 I don’t want to give you a number because we're not done yet. So these are the initial eliminations and savings that we've made. We've got a whole lot more than we're working on. So as I said in my remarks, this is just the beginning and we're not leaving any stone unturned, there is no sacred cows. And so I would expect for us to have additional savings as we move forward on some of the initiatives that I've outlined today.

Got it. So just for example, just on your income statement through the first three quarters, you see a G&A spends of 19,000 – you got $19 million, $19.5 million. And so obviously you minus 13 and you minus some whatever executive severance issues and that’s where you're starting from and going at it after next year, for next year.

That’s right, that’s what we're targeting next.

And the second thing, on some of the oil and gas acreage sales, is that the majority of that is Bakken?

No, Jeff, this is Chuck. Of the 10,700 acres we've sold in the quarter, about 9,700 of that was in Oklahoma that we sold in the [indiscernible] play, and that was only 240 acres in the Bakken and that was more opportunistic as we manage lease explorations, and as you know, we've slowed down operating cost in CapEx there tremendously and that was more as operators have slowed and drilling plants have slowed down, basically staying ahead of lease explorations and being opportunistic with other buyers. So that was very little of 10,700.

Got it. So out of the 240 in the Bakken, do you have any – is that fairy representative of sort of your fairway holdings in the Bakken?

Go ahead.

And I guess, [indiscernible] like a per acre on what do you think the Bakken sold for.

On the Bakken acreage, it was 240 net acres and I'll tell you it was blended between some HBP acreage held by production acreage as well as some undeveloped acreage. There was no wells producing in those units. So on a blended basis, the transaction was about $6.6 million but it also included four producing wells. So, it's really hard to extract the acreage of value between the producing acreage or the held by production is from the undeveloped, it was a total package.

Got it. And lastly, Phil, when you go through the strategic review or asset-by-asset and costs, generally everything, are you guys working with any strategic advisors presently on this process or is it internal review?

I would rather not give you the specifics, but we are working with – we are getting advice from very capable folks.

All right, thank you very much.

Thank you. And our next question comes from the line of David Spier with Nitor Capital. Your line open. Please go ahead.

Congratulations and also new appointment and I appreciate all the color and commentary, especially around the planned cost reductions. Just looking at oil and gas in 2016, I'm not sure this was actually said yet, but current WTI stir prices on $45 and not including any acre sales. Is the expectation then 2016 the oil and gas division could be free cash flow positive?

Yes Dave, this is Chuck again. Yeah, we feel current pricing levels where we exited Q3 which was about $45, $46 WTI. We feel very good and well positioned for next year with our cost reductions in both operating expenses as well as CapEx and with distressed pricing less investments obviously in oil and gas. So, yeah we feel good about where we're heading for next year on a cash flow positive basis.

So basically including all required CapEx you should be at the end of the year with free cash flow positive?

Say that again, I'm sorry I didn’t…

So with all – including any required capital expenditure because I assume that you're not going to just invest for the sake of investing only if you're required by some type of a contract. At the end of day you will be free cash flow positive in the oil and gas division next year?

Yeah sure, that’s our expectation.

Got it. And then in terms of, I know you mentioned you do plan on releasing additional disclosures. But I think many were or at some point expecting to see some kind of illustration of management believes or looks at in terms of NAV of the company. Not necessarily a detailed NAV but something at least regarding operating properties, the Radisson multifamily properties, core assets etcetera. So is there anything we should have been expecting in the near future regarding this type of an NAV presentation?

Yeah, David, thank you. This is Phil. And as I said in my remarks, we're reviewing additional disclosures and I've had a lot of very, very helpful conversations with a number of shareholders who have opinions on that. And I think where I think we would expect to go with this is that we would review some additional disclosures that would allow you using your own assumptions and others using their own assumptions to derive a NAV calculation. And I think that’s the direction that we're headed.

Got it, got it, okay. And then just a comment as well, obviously I understand that especially you guys have only been [indiscernible] about maybe a month now. And also by looking at the release you clearly and rightly so putting a focus on cost cutting, dealing with the noncore assets, the capital structure and all those were to the real issues facing the company. But you also mentioned that as one of the first things you mentioned is that the focus on creating shareholder value is going to be done through the residential housing development business, and that you also intend to pursue additional multifamily development opportunities. So just the comment here is that, and I don’t think I'm alone in saying, but I think it should be pretty clear that in order to be successful here, so everyone involved can make a lot of money and they really create shareholder value. I think the full focus should be on first fixing the problems which you mentioned, the bloated cost, the high cost of capital debt in the noncore assets, and fixing those issues first. And that it would seem and it would almost a waste to even consider any additional multifamily developments before any of those issues are fixed. So that’s just a comment that I would make is that, the only way to really create the value is by fixing those issues first. And that multifamily development or investments aren't really going to solve any of those problems. And last thing was I just want to point it out, it was mentioned by an analyst that investors are need to attain the multifamily properties and the past calls all sort of argued that but the only reason we ever argued that was we didn’t really trust the reinvestments of the management at that time. But we are looking forward and very nice job so far, especially regarding the cost cuts and the focus there. So I appreciate it guys.

Thank you, David. We appreciate.

Thank you, David.

Thank you. And our next question comes from the line of Rob Longnecker with Jovetree. Your line is open. Please go ahead.

Hi guys. I just wanted to follow-up on that NAV question. Do you guys calculate NAV internally on the quarterly basis?

I don’t think I want to get into the specifics on what we do internally on this call.

Is there any reason why that doesn’t seem like a proprietary thing or I think that were [indiscernible] restructuring?

Well, as I said, we're reviewing our disclosures and we've got a lot of feedback from – very thoughtful feedback on the NAV question. And I would just at this point say we're working on that and working on what are the disclosures that we think could help investors using their own assumptions to derive a NAV calculation that is helpful for everybody in valuing the company.

Okay, got it. If I could just make to it, the first point I'd say is I mean obviously the more disclosure the better, and if you guys put out a NAV calculation with this series of assumptions in a range I think that'd be really useful for shareholders and for investors because it is a lot of work and lot of us do it every quarter and there is a lot of work, so I understand that. And I think the second point would be, it's a data point that you guys should have internally to help and make decisions what you're doing with the business in the segment. So hopefully that’s something that both the share of investors [indiscernible] internally and make your own decision. So I guess I'll just leave with that. Thank you.

Thank you, Rob.

Thank you, Rob.

Thank you. And our next question comes from the line of Albert Sebastian with Prospect Advisors. Your line is open. Please go ahead.

Thank you. Good morning, gentlemen and Anna.

Good morning, Al.

Good morning, Al.

My first question is with regards to the reserve against the differed tax asset. Is it – is my understanding that this could be used to offset future income from any parts of the business for example if you would sell the Radisson hotel in which I'm sure you would do significantly above the cost basis there. So that reserve or that NOL associated with the reserve that could be used to shelter that gain, is that correct?

Al, this is Chuck. Yeah, the DTA, as I talked about in my comments is, it's under technical gap. It's basically just a bright line test with a 36 month cumulative net loss we're in as of third quarter end. That does not prohibit us from utilizing those tax deductions against future taxable gains in income. So, as long as valuation allowance is up and as we – to the extent we have income in the future to get to a income position for a 36 month test will reverse all our portion of that as I discussed, but yes those deductions are available against future tax losses – or excuse me, the cumulative deductions can help against future tax income.

Okay. And just one other question. I guess you sold some non-developed land in the quarter for $2,200 an acre, that’s a little bit lower than what you've historically sold at just almost the equivalent feel like timberland value. Is there particular reason for that and is that reflective of the value of your undeveloped land or is that just kind of a one-off?

Al, it's Chuck again. I think we sold 4,600 acres of undeveloped land in the quarter. About 3,900 of that was sold from a joint venture that will a 50% interest in Georgia and I'd say the $2,200 average price of acre sold was more just a mix in location of that timberland in those acres sold. I wouldn’t say it's indication of any future value.

Okay. And I'll just make one comment. With regards to the NAV, I think management should have an NAV calculation internally. I think in order to allocate capital appropriately and particularly when it comes to share repurchase programs which some point you might decide to do. I think you have to have an NAV calculation, I would expect that not to be disclosed to investors but I think you have to have one, and I think the approaches should have giving a lot of disclosure and therefore enabling investors to come up with their own NAV calculation given their assumptions is a good approach.

Yeah Al, thanks. So I think what we are – Phil did not say we didn’t have one, he just said we're not prepared to talk about it today. And I think that as we – if you look at the future disclosures and provide additional disclosures that will aid investors and shareholders. So, we'll continue to work on that and try to get the tools necessary available through our disclosures.

Great. Thank you.

Thank you.

Thank you. And I'm showing no further questions at this time. And I would like to turn the call back to Mr. Phil Weber for any further remarks.

Yeah. Thank you all, especially those of you on the West Coast I know it's bright and early out there, so thank you for joining us on the call. Just to summarize, there have been tremendous changes at Forestar, we're focused on the four key initiatives of reducing costs to cross the entire organization, reviewing our entire portfolio, reviewing our capital structure and reviewing additional disclosures. I'm very pleased with the progress we've made in the five or so weeks that we've been into this and we've got a great team here, and I'm very confident that we will be successful and we will create value which is what we come to work every day focused on. So, thank you for the feedback and the comments. Look forward to meeting some of you that I haven't met and we appreciate your support. Thank you.

Thank you. Have a great day.