Greetings and welcome to the Forestar's Second Quarter 2020 Earnings Conference Call and Webcast. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. It's now my pleasure to turn the call over to Jessica Hansen, Vice President of Investor Relations for D.R. Horton, the 65% majority owner of Forestar. Please go ahead Jessica.

Thank you, Kevin. We welcome each of you to the call to discuss Forestar's financial results along with how the company is being managed during current market conditions. Before we get started, today's call may include comments that constitute forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Although Forestar believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. All forward-looking statements are based upon information available to Forestar on the date of this conference call and Forestar does not undertake any obligation to publicly update or revise any forward-looking statements. Additional information about issues that could lead to material changes in performance is contained in Forestar's Annual Report on Form 10-K and Subsequent Quarterly Report on Form 10-Q both of which are filed with the Securities and Exchange Commission. This afternoon's earnings release is on Forestar's website at investor.forestar.com and the 10-Q is planned to be filed by mid next week. After this call, we will post an updated investor presentation to Forestar's Investor Relations site under events and presentations for your reference. Now, I will turn the call over to Dan Bartok, CEO of Forestar.

Thank you, Jessica, and good afternoon, everyone. Our team delivered a solid second quarter during an unprecedented time for the nation. From the outset of the COVID-19 pandemic, our priority has been the health and safety of our people and the communities that we serve. We remain committed to all of our stakeholders as we continue to safely operate our business. In addition to Jessica, I am pleased to be joined on the call today by Jim Allen, our new Chief Financial Officer, who joined Forestar a few weeks ago. I'd like to take a brief moment to have Jim introduce himself. Before we get started, Jim.

Thank you, Dan, and hello, everyone. I'm excited to be part of the Forestar team. And I look forward to helping the company build out it’s platform to achieve our goal of being the largest developer of residential lots in the United States. I’m working quickly to get up to speed on the business and I look forward to getting to know our investors and analysts.

Thank you, Jim. Given that Jim just joined, he will not be an active participant today, but we are very glad to have him with us as a key member of the Forestar team. We also have Collin Dawson, D.R. Horton's Vice President of Corporate Finance and Treasurer with us again this quarter. To begin, we'd like to first express our gratitude to our country's dedicated field of healthcare workers and to all who are on the frontlines caring for our communities. Our thoughts remain with those affected by this pandemic. Now we'll talk about the current environment before discussing our quarterly results. Economic fundamentals in the housing and residential lot development markets remain solid throughout most of the second quarter. However, during the second half of March, and to-date in April, the COVID-19 pandemic has impacted our business operations and the demand for our residential lots. Our home builder customers have informed us that they are slowing their purchases of lots during the current market uncertainty to adjust to decreasing home sales orders as a result of the pandemic. In almost all municipalities across the U.S., where social distancing and other restrictions have been issued, residential construction has been designated in the central business as part of critical infrastructure. We have continued our large development operations in those markets were allowed in order to supply home builders with finished lots. We are focused on maintaining the health and safety of our employees, customers and trade partners and have made appropriate adjustments to comply with social distancing and other health and safety standards. We believe that we are well positioned to operate in this uncertain environment because of our load net leverage and strong liquidity position, our low overhead model and our relationship with D.R. Horton. During this period of…

Thank you, Dan. In the second quarter net income attributable to Forestar was $9.6 million, or $0.20 per diluted share, compared to $10.1 million or $0.24 per diluted share in the prior year quarter. Forestar’s second quarter revenues increased 144% from the prior year quarter to $159 million. The prior quarter results included $14.8 million of revenues from 44 commercial acres sold compared to only $2.5 million of revenues from 8 commercial acres sold in the current quarter. Residential lot sold during the quarter totaled 1951 lots, an increase of 256% from the prior year quarter. The average lots sales price for the quarter was $79,700, 65% of lot sold in the quarter were from development projects with the remainder from lot banking. And Forestar’s total lot sold approximately 1,900 were sold to D.R. Horton during the quarter. Dan?

Our goal is to build a company that will produce consistent returns. Even prior to the current market uncertainty, we expected significant variability in our quarter-to-quarter results during our rapid growth period. As a result of COVID-19, we may experience even more variability in our near-term results. However, at scale, we continue to be confident that our low risks, high turnover, production oriented lot manufacturing model will produce consistent returns. We also expect that we will manage our business at an SG&A percentage lower than a typical homebuilder. Our pre-tax income for the quarter was $13.7 million with a pre-tax profit margin of 8.6%. Our gross profit margin was 14.1% in the second quarter, and SG&A expense as a percentage of revenues was 7%. Our gross and pre-tax margins are expected to fluctuate due to the quarterly mix of our lot deliveries and the timing of track sales. As the builders we work with have begun adjusting to the impacts of COVID-19. We've primarily been adjusting our lot sales contracts to delay the timing of takedowns as builders adjust to fewer home sales. Unless we see broad based home price reductions, we would not expect significant changes to the contract pricing of our finished lots. But it is too early to predict the impact of this disruption on future market prices and terms. We are working closely with each D.R. Horton division and our other biller customers to determine the best course of action for each of our projects. And we'll continue to adjust the market-to-market conditions as necessary. We are focused on controlling our SG&A on ensuring that our infrastructure adequately supports our business. We have made great progress building our local teams. But due to the current market uncertainty, we have instituted a hiring freeze. After we gain better visibility into our future revenue in each of our markets, we will then determine any expense adjustments needed to align with our revenue expectations. As we noted in our press release, due to the current uncertainty in the U.S. economy, and our business operations from COVID-19, we have withdrawn our guidance for fiscal 2020 and 2021. We expect to provide new annual guidance when we have clearer visibility into the business. Jessica?

During the second quarter, investments in lots land and development totaled $270 million, of which $160 million was for land and $110 million was for land development. During the current market conditions, Forestar has temporarily restricted its land purchase activity and continues to closely manage all lot development spending. Forestar’s lot position increased 18% sequentially from December 31 to 52,300 lots at quarter-end. As Forestar’s lot position at March 31 35,800 lots are owned and 16,500 lots are controlled through purchase contracts. 14,200 or 40% of Forestar’s owned lots are under contract to sell the D.R. Horton representing approximately $1 billion of future revenue. Another 14,400 of Forestar’s owned lots are subject to a right of first offer to D.R. Horton under the master supply agreement. Forestar is targeting a three to four-year owned inventory of land and lots. Collin?

Forestar remained focused on maintaining a strong balance sheet with ample liquidity and modest leverage. At March 31, Forestar had approximately $790 million of liquidity, including $440 million of unrestricted cash and approximately $350 million of available capacity on its revolving credit facility. During the quarter, Forestar issued $300 million of 5% senior notes due in 2028 and repaid $119 million, of 3.75% convertible senior notes in cash at maturity. Debt at March 31, totaled $640 million with no senior note maturities until fiscal 2024. Forestar’s net debt to capital ratio at quarter-end was 19.5%. At March 31, stockholders equity was $836 million and book value per share was $17.41, up 6% from one year ago. Dan?

Forestar is uniquely positioned to consolidate market share in the highly fragmented lots development industry through housing, market and economic cycles. At scale, we continue to expect our operating model to produce financial results and returns that are similar to or better than most mid cap homebuilders. With long-term pre-tax profit margins of approximately 10%. Before we turn to questions, I'd like to briefly touch on Forestar’s investment highlights, again, from my perspective. We have a unique lot manufacturing business model yet different than a typical land developer, we have no un-entitled land. We have a strategic relationship with D.R. Horton, the nation's largest builder. We are geographically diversified. We are focused on developing lots for affordably priced housing. We have an experienced management team that knows how to navigate through market cycles. We have a strong balance sheet and liquidity position, we are profitable at current operating levels. In closing and as I've already mentioned, Forestar is extremely well positioned and prepared to operate through this uncertain environment because of our low net leverage, strong liquidity position, low overhead model and our relationship with D.R. Horton. Kevin at this time, I'd like to open line for questions.

Absolutely, we'll be conducting a question and answer session. [Operator Instructions]. One moment please while we call for questions. Our first question today is coming from Ryan Gilbert from BTIG. Your line is now live.

Hey, thanks, guys. I think it would be helpful if you just talked a little bit about how lot deliveries in April are currently tracking?

Well, you know, I must go back a little bit and from give you a little bit of monthly information from January. So January, we closed on 567 lots, February 678, in March 706. And it was pretty heavily front-loaded to the first half of March. So, you can see we were on a pretty even trend leading up to that. Through yesterday, we closed on 146 lots in the month of April.

Okay, got it. And just in terms of land acquisition, development, spending 2020. I think that the number that we had last quarter was $1 billion for the full year. Obviously, we're, curtailing that. But, maybe you can just talk about the cash requirements or cash out the door that you expect for the remaining two quarters of 2020?

It's pretty early to kind of provide that number, we're analyzing every deal on a development basis as to whether we can sub phase those projects or whether we should actually stop development based on the inventory of each of those deals and what the current sales paces. Land acquisition, literally since March 12, I don't think we've bought anything yet. But it doesn't mean we aren't still looking at opportunities. And if we can get concessions or find deals that really still make a lot of good sense to us. We'll continue some of that. So it's just hard to kind of predict that number, but I agree with you clearly, it'll be less than I think, the $1 billion that we previously gave guidance to.

Okay, got it. Last question for me. And can you give us a sense of what you're seeing in the land market just in terms of changes in pricing for finished and un-entitled lots, I know we're still pretty early stages here, but just if you're seeing any changes in pricing or if you're seeing any deals fall through that, you could potentially take advantage of it at some point in the near future?

We haven't really seen prices reduced yet. Prices are pretty sticky and really tend to follow home prices. So we really haven't seen a falloff in home prices yet. I think the builders have probably given a little bit of concessions, but nothing to really impact home and lot prices at this point. We are seeing almost in every case sellers willing to delay due diligence periods and closing periods. So at this point, it's kind of just being patient to kind of see how this all unravels. We're definitely seeking price discounts on new acquisitions, but again, at this point, I think it's been pretty easy to get the delays, have not really seen, any disruption in the sale prices yet.

Okay, got it. Thank you.

Thank you. Our next question today is coming from John Lovallo from Bank of America. Your line is now live.

Hey, guys, thank you for taking my questions as well. First one is given the stress in the market right now and would you anticipate that maybe some of your smaller competitors may end up getting into some financial stress or trouble and have a inability to access capital and which could allow you guys to maybe come in and consolidate the industry a bit and maybe that's something that that you're hearing or seeing at this point?

Again, it's still pretty early in the cycle to really see anything top-up. Clearly we've been anticipating these days for pretty much for last couple of years is trying to be prepared for these opportunities as they may occur. But at this point, we haven't really seen anything materialize.

Okay. And then in terms of just the land that you owned, I mean, what -- how are you kind of thinking about the potential for impairments on any of that land?

At this point, we are not seeing any price discounts. We are seeing a little bit of slowing in deliveries. But again, a lot of that is just really focusing on trying to adjust to what do we think the market is going to be? I think the first reaction from the builders was, hold on let's stop here and lets only take what I have to have. But as they're really adjusting sales, I think we're going to end up with a little better sales pace than what we've shown here over the first part of the month. I think our land acquisitions were well thought out. I think that we have good positions, to be honest with you I've been pretty surprised. A lot of the absorptions that we're seeing in the last four to six weeks are still staying pretty strong in some of our bigger positions. So at this point, I really don't anticipate any kind of impairments until, in fact you start to see land prices or house prices reduced substantially.

And John most importantly is Forestar's strong liquidity profile. Because if you think back to the financial crisis in the last significant housing downturn, most -- the biggest and most significant impairments were driven by the fact that builders had to sell land to pay-off debt maturities. And if you can be patient and you do ultimately expect to sell that land down the road or in this case sell finished lots down the road and not significantly different prices, because you don't have to sell them to generate cash and pay-off debt. And that's where Forestar is in a very strong position that even if there was a correction in home prices, that strong liquidity profile is going to help insulate them from significant broad based impairments.

Makes sense, maybe just one last for me. Is there any reason to think that the mix of development lots versus banking lots or track sales will not continue to shift more towards development lots in helping the margin as we go through the year versus what we saw kind of in the first and second quarter?

I don't really see the mix shifting again, it's on a -- it's really on a project-by-project basis and where lots being sold and where our homes being constructed. I think you saw a little shift, our first quarter was obviously relatively heavy in lot banking sales. And it was, I think, as you probably see from our average lot price it was it was kind of West Coast oriented. So I think our exposure in the West Coast and California and Washington went down a little bit. But again, I don't really see a big difference between the mix of lot banking to development deals as to what we would have normally expected for the year.

So we've expected variability from quarter-to-quarter. But, roughly, we had talked to two-thirds, lot development, one-third lot banking. And so with some variability from quarter-to-quarter, that's still on a longer term basis here at least for the next year or so what we would anticipate.

Thank you, guys.

Thank you. Next question is coming from Michael Rehaut from J.P. Morgan. Your line is now live.

Hi, this is Elad on for Mike. I was wondering first, if you could just talk a little bit about your cost structure in variable and fixed costs in particular, like what percent of costs would be fixed and what percent of SG&A would be fixed or how to think about that?

I guess we'll start with SG&A. Most of our SG&A is really a fixed cost. It's really people and offices, I guess. I guess at some point, you could always make adjustments to your headcount. But, we feel actually pretty fortunate. We've been really building a solid team of people here. A lot of those most recent hires are really geared towards land acquisition. So I think, we've got the right people out on the ground looking for opportunities right now and trying to find where those opportunities are. So I actually feel really good about that part. From a cost standpoint, it's really more about development spend because the costs, our cost of goods sold is really based on that development spend. One of the things we have seen almost immediately is a willingness by our contractors to adjust pricing. So much and I know we talked about this before so much of our cost is petroleum based. People running big equipments, you have big fuel bills, you see some plastics and pipes but their costs have gone down and we basically have seen immediate reduction due to the -- I think the softness in oil prices, as well as some of our competitors and other builders out there have really stopped developing they've come to us and said, hey, we want to continue to work, we're willing to reduce our margins in order to keep working. And we haven't done that across the Board. But it's really about looking at each project where we believe we're going to need lots and trying to continue to develop where we can, but in many cases, we've already seen cost reductions.

Thanks. And then also, how are you kind of positioning for potential recovery in the market? And thinking about the process of opening up again, fairly quickly or is it just a function of land development, is there going to be some part of hiring more people again, or just how you are thinking about that processes in the event of the recovery?

The process really is -- I know, I've said it before, but it really is deal-by-deal. I mean, we -- I've spent the last two weeks probably going through each deal twice, with the teams on the ground to understand what our inventories are, where we were in the development process, where we might be able cost concessions, where we should stop because there was sufficient inventory in front of us more -- and really looking at each deal, and trying to make sure that our inventory is matching where we believe that the demand for lots is going to be. A lot of what we've done is, you have prepared a phase that may be 120 lots, how do we break it? How do we stop part of that phase and only maybe deliver 60 lots instead of 120? But, still keeping an eye on how do I turn it back on if the recovery happens quick. So I think every from a development standpoint, we are in business, other than in the State of Washington or we have been impacted because everything has been stopped there. I think pretty much every one of our other development projects has continued. From a people standpoint again we're just going to take sit back and see how this unfolds. We've done a really good job building a team and my guess is when our growth rate accelerates, we'll be hiring to meet those needs.

Okay, thank you.

Thank you. Our next question is coming from Truman Patterson from Wells Fargo. Your line is now live.

Well, this is actually Paul Przybylski, I guess as we emerge from the recession, however bit long would have to be. Do you foresee any changes in the consumer segmentation of your lot pipeline?

Well, again, I kind of looked through the bill and maybe Jessica, you want to answer that from a homebuilder standpoint more than for myself?

Sure. Paul, I know you and I have talked about it a lot. And there's always conversation about this entry level get harder hit by certain things. But, we continue to like that as a big piece of our business today and after we get through the current pandemic, because an entry level buyers buying out of need. They're not a discretionary buyer who's heavily impacted by the stock market or changes in oil prices. And they already have a home to live in today. So we continue to really like that entry level focus. And I think it's a core piece of our business 50 percentage of our homebuyers are first time homebuyers and Forestar’s investments have been concentrated to those types of projects. And they've been very focused on putting finished lots on the ground for homes at affordable price points, which is where the shortage of lots is. So the great thing about going into whatever this looks like from a downturn perspective is there, is no oversupply of finished lots for homes at affordable prices. And that's going to continue to be a market need both during and after the pandemic. So I would expect, Forestar will continue to focus on that and they'll have a little bit else in the portfolio to deliver to builders they want houses at different price points, but the majority is still to be focused for homes at affordable prices.

Okay. Do you have a number of lots that are actively being developed today versus maybe what were developed in second quarter?

The number of lots that we have that are finished on the ground at the end of the quarter I believe was 4,400 which is pretty consistent with what we've been running I think might have been 4,100 the quarter before and maybe 4,400 a quarter before that. So it's that number has stayed pretty consistent of finished lots again generally, as we're finishing them or selling them. As far as under development, I don't have that number handy or even off the top of my head, I’d hate to guess that.

We can get back to you on that Paul.

Yeah, I can get back to you on that.

Okay, and then just one final one, does the slowdown anyway accelerate your desire to have sales third-party broker or third-party builders?

Well, we always have had the desire to do that. I think, the flip side, I think the other builders may increase their desire to want to buy finished lots. So I think it's, again I almost think this is going to be a good opportunity for us as we come out of this to really expand our footprint in the -- in our in our customer base.

If you think about the last downturn and D.R. Horton along with the rest of the industry generally shut off their internal lot development and continue to buy finished lot. So I do think that provides an additional opportunity to for Forestar here.

Great. Thank you.

Thanks, Paul.

Thank you. We reached the end of our question and answer session. Let's turn the floor back over to Dan, for any further closing comments.

Thank you, Kevin. And thank you to everyone on the Forestar team for your focus and hard work during this uncertain time. We look forward to working together to continue growing and improving our operations over the coming years. We appreciate everyone's time on the call today and look forward to speaking with you again in July to share our third quarter results. Thank you.

Thank you. That does conclude today's teleconference. You may disconnect your line at this time. And have a wonderful day. We thank you for your participation today.