Ara K. Hovnanian - President, Chief Executive Officer, Director Larry Sorsby - Chief Financial Officer, Executive Vice President, Director Brad O’Connor - Vice President, Associate Corporate Controller Paul W.

Buchanan - Senior Vice President, Corporate Controller Kevin C. Hake - Senior Vice President-Finance, Treasurer Jeffrey T.

O'Keefe - Director, Investor Relations

Ivy Zelman - Zelman & Associates Carl Reichardt - Wachovia Securities David Goldberg - UBS Analyst for Michael Rehaut - JP Morgan Nishu Sood - Deutsche Bank Securities Alex Barron - Agency Trading Group Joel Locker - FBN Securities Steve Gitimal - Resurgence Megan McGrath - Lehman Brothers Timothy Jones - Wasserman & Associates

Good morning and thank you for participating in today’s call to review the results of our second quarter and six months ended April ’08. Joining me from the company today are Larry Sorsby, Executive Vice President and CFO; Kevin Hake, Senior Vice President and Treasurer; Paul Buchanan, Senior Vice President and Chief Accounting Officer; Brad O’Connor, Vice President and Corporate Controller; and Jeff O’Keefe, Director of Investor Relations.

The home-building industry continues to face challenging market conditions. During these touch market conditions, our focus has remained on reducing inventories, reducing costs, generating positive cash flow, and improving the liquidity of the company.

If you turn to slide number one, you can see that the performance for the quarter in most key metrics was off from last year’s second quarter. We gave all of this data, along with some additional detail in our press release, which we issued yesterday.

I am not going to go over each data point but instead will focus on some of the key parameters deriving our performance as well as our current initiatives. Whether you look at our data, the other publicly traded builders, or the census bureau data, recent sales reports have continued to exhibit negative trends as we have seen for the past two years.

On slide number two, you can see our sales per community by quarter for ’06 through ’08. In each quarter of ’07, sales per community were off from already low levels in ’06.

Unfortunately, this trend of declining sales per community has continued through ’08. However, I do want to point out that our net contracts per community for the second quarter only declined 17% compared to the 29% decline that we reported for total net contracts.

The 29% decline in total net contracts is partially related to our 13% reduction in the number of actively selling communities year over year. One of the primary reasons that both the homebuilding industries and our sales are so weak is because as we look across the country, we see that existing home inventories remain at persistently high levels.

On slide three, we show single family existing inventory both in absolute units and in terms of months supply. Clearly the number of months supply has increased dramatically over the last two years.

However, interestingly, it’s only slightly above the levels achieved during the housing downturn of ’90 and ’91, 10.7 months supply currently versus 9.5 months supply in that downturn. And it’s actually less supply than the 1982 housing downturn when the number of months supply was 13.8.

However, we need to see the number of months supply of existing home inventory come down to healthier levels before we are going to start to see any kind of sustained pick-up in new home sales. The point I am just trying to make is that we are not in uncharted territory when it comes to the level of existing home inventory.

Broadly speaking, almost all of our markets remain difficult, some more than others. In order from worst to best, our Florida and California markets remain the most challenged markets today.

Markets like Arizona and the Midwest also have been through some difficult times but are operating at slightly better levels than California and Florida. Our operations in the Carolinas, Washington, D.C.

and the Northeast are holding up better than most of the other markets but still have been significantly impacted by the housing downturn. On the top of the list of relative performance today, our Texas operations are doing the best but even here, we have seen some weakness over the last six months.

Perhaps the best demonstration of the fact that there is a lot of psychological impact more than just fundamental supply and demand impact on home buying today, we have the example of Houston, Texas. With oil hovering around $130 a barrel, the local economy and employment are doing very well in Houston.

There was little, if any, speculative home buying in this market at the peak, since there was very little price appreciation that attracted speculators in other markets. And the supply of existing homes listed for sale is only slightly above average, yet new home sales activity in Houston over the last few months has slowed down.

While many factors affect demand, clearly the negative media attention on housing is impacting consumer confidence and is thus affecting home-buying decisions even in fundamentally solid markets like Houston, Texas. In response to the challenging market conditions, we continue to use the playbook that we successfully followed in the numerous other downturns that we have navigated through over the past 49 years since my father founded our company.

We have essentially stopped signing new contracts to buy land parcels. As a result, our community count has been decreasing.

If you turn to slide four, you see that at April 30, 2008, we have 379 communities open for sale, a 16% reduction from 449 communities open for sale in July of ’07. While we are not giving a formal estimate for the number of communities at year-end, we would expect to see a continuation in the trend of sequential decreases.

As our community count declines, our staffing levels continue to come down as well. You can see this on slide number five.

This is clearly one of the more painful but necessary aspects of an industry downturn, similar to what we had to endure in the past. We will continue to right-size our staffing levels based on the current market conditions.

At the end of May, we were down 54% from our peak staffing levels back in June of 2006. On slide number six, you can see some information on total SG&A.

On the right-hand side of the slide, we show that we have made significant gross dollar reductions in the dollar amount of SG&A expenditures with second quarter total SG&A dollars down 24% year over year from $157 million spent last year to $119 million spent over the same quarter this year. However, it is going to take time to get back to the lower historical percentages shown on the left-hand portion of the slide, which is more typical.

While the majority of our SG&A costs are variable, and we have been making significant reduction in costs, it is difficult to cut costs as rapidly as our overall business revenues have declined. The reduced levels of sales per community also complicates our ability to quickly return to our historical SG&A costs as a percentage of revenues.

For example, at a particular location, it’s hard to reduce the costs of maintaining models and opening the sales office, yet as sales go down annually at one location, our costs remain the same and therefore our costs per home increases. We continue to focus on reducing the number of lots we control.

On slide seven, you can see that our owned lot position is down 31% from peak levels and our option lot position is down 69% from peak levels. We accomplished this reduction by purchasing fewer new lots than we delivered homes on, and from walking away from options.

To illustrate this point, our owned lot position declined from 27,372 lots in January of ’08 to 25,264 in April of ’08. We delivered about 2,500 homes, sold about 500 lots, and offsetting this, we took down about 850 lots.

This resulted in a little over a 2,100 lot reduction in lots owned. In our worst markets like California and Florida, we are currently not buying any new lots.

However, in some of our markets such as Texas, New Jersey, and D.C., we are still replacing some lots primarily under existing option contracts that have been renegotiated but on less than a one-for-one basis. So our land position is reducing in these markets also.

Most of these lot take-downs have been renegotiated both on pace and price so that it makes sense in today’s market. On slide eight, we show our owned and optioned lot position by our six geographic segments.

On the right-hand side of this table, you see that our owned lot supply is on average 1.9 years times our -- based on our 12, trailing 12-months deliveries but obviously you can see it varies from market to market. On slide nine, you can see how our land position stacks up to those of our peers.

It is sorted by the owned land supply based on trailing 12-month deliveries. While 1.9 years supply is more than we’d like to own at this moment, relatively speaking we are in good condition.

The good news is that each quarter we work through more of our owned land and we will eventually replenish our land supply with lower cost land, as we’ve done with every cycle in the past. We also continue to bring down our level of started, unsold homes, as you see on slide number 10.

At April 30 ’08, we had 1,503 started unsold homes, which is off 54% from peak levels and it’s off 43% from the end of last year’s second quarter. Based on our recent sales pace, this represents about a two-month supply.

While existing home inventories remain a concern, we do not believe that new home inventories represent nearly the same amount of problem, despite the census bureau data. On slide 11, we show the number of spec homes are publicly traded builders reported at the -- as of the end of their most recent quarter and as of a year ago.

The year-over-year change is a 39% reduction, only slightly less than our 43% reduction. The large public builders control about 24% of the market.

I find it hard to believe that the private builders who aren’t reporting in the same manner are starting the number of specs that are being reported by the census bureau. I am not sure what is causing the noise in the census bureau data but there appears to be some disconnect with the 10.6 months supply that was reported last week and what is publicly being reported by the large public builders.

Given our focus on managing these components of our inventory, we are pleased to see a sequential reduction in inventory on slide number 12. Here we show our dollar investment in inventories broken out in separate categories.

First, sold and unsold homes, which includes homes that are in backlog, started unsold homes, and model homes. And number two, land, both finished lots and lots under development, which are associated with all other owned lots that do not have a sales contract or any vertical construction.

We have reduced our total dollar investment in these inventory categories by 34% since the peak level in July of ’06 and we plan to make further progress in reducing our inventories through the balance of ’08 and ’09. The best way for us to accomplish further reductions is to continue selling and delivering homes on the lots we own.

No matter how you slice it, the market however remains difficult. Given these conditions, our focus is on maximizing our liquidity to weather the downturn and ultimately to take advantage of opportunities to buy land at lower prices as the market bottoms out.

Now let me turn your attention to recent steps we’ve announced with respect to increasing our liquidity. We have been working on a multi-pronged strategy to raise cash and put our company on an even more solid financial footing.

The first and most important component of our strategy is cash flow from operations. We accomplish this by reducing overhead costs and spending less on new land and land development than we are receiving on lots we are liquidating through the delivery of homes.

As seen on slide 13, we generated $56 million of positive cash flow during the second quarter, which was one quarter earlier than our expectations, bringing us to a cumulative amount of roughly break-even cash flow for the first six months, a time when we have historically been very negative. We expect to generate cash flow over the final two quarters, such that our home-building cash balance at October 31 ’08 is projected to exceed $800 million.

Slide 14, the second prong of our liquidity strategy was to sell common shares to investors in a secondary offering. A few weeks ago, we raised $126 million of cash through the sale of 14 million shares of common stock.

Although we remain extremely sensitive to the dilution of our shareholders, especially given the high ownership interest held by my family, we felt this step was prudent given the challenging marketplace and uncertain timing of a recovery. Additionally, we sold $600 million of senior secured bonds, which was the third component of our multi-pronged strategy to raise cash and solidify our financial foundation.

In conjunction with the bond offering, we also amended our revolving credit facility. On this slide, you can see some of the key changes to this credit facility.

In summary, we reduced the commitment to $300 million and substantially eliminated the financial maintenance covenants. Going forward, the primary use of this facility will be for letters of credit.

The maturity remains unchanged at May 2011. Virtually all of the public builders, including our company, have requested and obtained one or more amendments to their credit facilities for tangible net worth, leverage, and other maintenance related covenants.

So far the banks have approved these amendments for the large public builders but they have typically required a tightening of availability or other restrictions in return. We were concerned that pressures from lenders could intensify over time and we didn’t want to be caught in a position where our liquidity was being restricted at just the wrong time.

The issuance of our five-year secured bonds and the amendment and reduction of our credit facility gives us the liquidity we need while substantially alleviating this risk. We still needed a facility that would permit us to issue letters of credit but we were able to eliminate all of the financial maintenance covenants other than a minimum liquidity test that we feel very confident we can still comply with through the most challenging of times.

Through the combination of our ability to generate cash internally together with the issuance of secured bonds and amendment to our credit facility, we have essentially taken liquidity concerns about our company off the table. We continue to make positive progress on another component of our liquidity strategy, which is to team up with a financial partner to form a joint venture to opportunistically purchase and develop new properties at the bottom of the housing downturn.

We are nearing completion of an agreement in this regard. This structure will allow us to preserve capital and liquidity and reduces leverage further by investing more efficiently with superior returns on equity while growing our earnings as the housing market begins to recover.

We are confident that our recent capital market transactions not only raise cash and enhance our company’s ability to weather the housing storm, but they position us to prosper in the inevitable recovery. After given effect to the transactions at the end of April, we would have had zero borrowed against our credit facility, and had about $500 million of cash.

For the remainder of the year, we expect to generate strong cash flow and end the year with cash in excess of $800 million. I will now turn it over to Larry Sorsby to discuss some of the changes we took in the second quarter -- excuse me, some of the charges in the second quarter and some of the topics in greater detail.

Thank you, Ara. I will start by talking about the land related charges that we took in the second quarter.

Land option walk-aways was a smaller component of the second quarter charges at $19.5 million. We walked away from 3,745 lots in the second quarter.

If you turn to slide 15, it shows the geographic breakout of these charges, which represent the amount invested in these options, primarily through option deposits but also any pre-development dollars we had invested in getting this land through the approval process. Our land option positions have come down dramatically.

In our two most challenging markets, we don’t currently have significant exposure to land options. In Florida, we have less than 1,000 lots under option and none of those will be taken down in fiscal 2008, and less than 50 lots for a purchase price of about $1.7 million are expected to be taken down in fiscal 2009.

We see a similar situation in California, where we only have 1,335 lots under option and none to be taken down in the remainder of fiscal 2008, and only approximately 400 lots for a purchase price of $5.6 million expected to be taken down in fiscal 2009, and those are under recently renegotiated options that modify prices and terms. In some of the other difficult markets, such as Minnesota, Arizona, and Chicago, we have slightly less than a thousand lot options in aggregate remaining.

Eighty-percent of our total remaining lot options are in our better performing markets of Texas, Washington, D.C., the Northeast, and the Carolinas. For many of these options, the price or terms or both have already been renegotiated.

Nonetheless, we are consistently reevaluating every single lot option before we exercise our right to buy even a single lot. For any lot options that we are taking down today, it has to make economic sense on a go-forward basis, based on current sales prices and current sales paces.

Our remaining investment in lot option deposits have dropped dramatically from a peak of $466 million at the end of the second quarter of fiscal ’06 to $119 million at April 30, 2008; $75 million of which is in cash deposits and the other $44 million are deposits being held in letters of credit. The next category of pretax charges relates to impairments.

As shown on the slide, we incurred impairment charges of $226 million related to land and communities that we owned in the second quarter. During the second quarter, we mothballed 11 communities.

To date, we’ve mothballed land in 28 communities. The book value associated with these 28 communities at April 30, 2008, was $493 million net of an impairment balance of $131 million.

We mothball communities when we determine the current performance did not justify further investment at this time. We continually review communities to determine if mothballing is appropriate.

We prefer to avoid spending money to improve land today and save the roll-in until such time as the market improves and we can generate higher returns. Looking at all our communities, we have a book value of $2.9 billion net of $480 million of impairments on 95 communities that are open for sale and/or under development, and net of $79.1 million of impairments recorded on eight communities in planning.

Turning to slide 16, it shows our remaining investment in land and land development totaled $1.35 billion on a consolidated basis at April 30, 2008. In our two worst-performing segments, the Southeast and West, which include Florida and California, our exposure to additional impairments is limited as our investment in the Southeast is now only $111 million and in the West, it has declined to only $294 million.

There’s been much discussion about how home prices need to drop more. Indices like the Case-Schiller index only track existing home prices.

We agree that existing home prices need to come down more but the new homebuilders, including us, have been aggressive on dropping sales prices. Turning to slide 17, we show an example of a community in California and another example of a community in Florida that have seen substantial price declines over the past year-and-a-half.

In both cases, prices, as you can see on the slide, have been reduced by almost 40%. But just to illustrate that California and Florida are not the only states where we have experienced steep declines in net pricing on homes.

Turning to slide 18, we show examples from a community in Virginia and another one in Minnesota, which have both seen price declines in the 20% to almost 30% range over the last year-and-a-half. We test all of our communities at the end of each quarter for impairments regardless of whether or not the community is open for sale or not.

If we experience further declines in home prices, we would expect to see further impairments in future quarters. Additionally, during the second quarter of 2008 we took $5.1 million of impairments on land that is owned in joint ventures.

This was primarily on land in Chicago, Florida, and Virginia. That leaves us with the last major area of charges for the quarter, which is related to taxes and the FAS-109 deferred tax asset valuation allowance.

Normally when we record losses, we would be recognizing a tax benefit. Many of the losses primarily related to impairments of land are not eligible for a current tax refund until we actually sell the inventory but the tax benefit can be carried forward for 20 years.

So almost every pretax dollar of land related impairments results in an equal after-tax dollar hit to our net income and our equity. We concluded that we should book an additional $120.6 million after-tax non-cash deferred tax asset valuation allowance during the second quarter.

Let me reiterate what I said on our last two conference calls -- the FAS-109 deferred tax asset valuation allowance is for GAAP purposes only. For tax purposes, our tax assets may be carried forward for 20 years and we fully expect to utilize those tax loss carry-forwards as we generate profits in the future.

While our deferred tax asset valuation allowance charge was non-cash in nature, it did affect our balance sheet and our net worth by $120.6 million during the quarter and $357.5 million to date. After our land option walkaways, land impairments and an additional FAS-109 deferred tax asset valuation allowance, we ended the quarter with $850 million in total shareholders equity.

Now let me touch very briefly on the mortgage markets and our mortgage finance operation. If you turn to slide 19, our recent data indicates that the average credit quality of a mortgage customers remain higher than national averages.

Our average loan-to-values remain at about 85%; adjustable rate mortgages only made up about 3% of our total originations and FICO scores remain pretty high at 717 and our capture rate at 75%. If you turn to slide 20, we show a breakout of the various loan types originated by our mortgage operations during the second quarter of fiscal 2008 and for all of fiscal 2007.

The most noteworthy data point on this slide is the sharp increase in the percentage of FHA VA loans. For all of 2007, FHA VA loans represented only 8% of our total loan origination for ’06, and it was just slightly lower -- excuse me, in ’06, ’07 it was 8%.

In ’06, it was slightly lower at 7%. Similar to national trends, we saw our FHA and VA percentage of originations jump to 34% in the second quarter of fiscal ’08.

We currently have more mortgage products available today than we did five, six, seven years ago but not as many as we did two or three years ago when sub-prime and Alt-A was very popular. The industry is going back to mortgage lending 101 basics.

The market has just returned to sound mortgage credit underwriting criteria principles. Buyers who have a decent credit history, can verify their job, and make a modest down-payment have no issues obtaining approval for conventional, jumbo, FHA or VA loans.

Now I will turn back to the performance of our home-building operations in the second quarter. If you will turn to slide 21, you can see that our cancellation rate peaked during the fourth quarter of 2007 at 40%.

It came down slightly in the first quarter to 38% and declined further to 29% in the second quarter of ’08. The trend has been moving towards a more normalized cancellation rate that would be in the mid- to low-20% range.

For the quarter, we had land sales of $3.7 million and general land sales activity remains slow across the industry. While we likely will seed our new joint venture with a handful of our communities, it is unlikely that we will participate in any significant bulk land sale transactions.

Our contract backlog at April 30, 2008, excluding unconsolidated joint ventures, was 3,577 homes with a dollar value of $1.2 billion. Reflecting the continued weakening of the housing market and our efforts to reduce started and unsold homes, our homebuilding gross margins remain at historically low levels.

On slide 22, you can see that our gross margin fell again to 6.8% during the second quarter of 2008. During the second quarter of 2008, our cost of sales was reduced by $38.3 million from the reversal of land impairments taken in prior periods.

Now I’ll shift to talk about joint ventures. At April 30, 2008, we have invested $166 million in nine land development and 10 home-building joint ventures.

If you turn to slide 23, it shows that we have continued to maintain modest leverage in our joint ventures and have financed them solely on a non-recourse basis. At the quarter end, our debt-to-cap of all of our joint ventures in the aggregate was 46%, significantly lower than our consolidated leverage.

We do not have any debt arrangements or guarantees at any of our joint ventures that will require us to provide additional equity capital to our joint venture in the future and we don’t anticipate a need for us to voluntarily invest additional cash to support our joint ventures beyond the amount that was budgeted to be invested by the partners originally. The majority of our joint ventures are in the advanced stages of development and thus the amount budgeted -- the amount of budgeted equity investments has largely been invested already.

In fact, we expect to generate cash from our joint ventures as a number of them are in the wind-down stage of delivering homes without significant additional development dollars needed. We report significant details on the balance sheet in profits of our unconsolidated joint ventures, as well as assets in our 10-Qs, Ks, so you can look there for more detail.

I will now turn it back to Ara for some closing comments.

Thanks, Larry. It appears that the remainder of fiscal ’08 will be difficult for the industry.

If this housing correction follows the pattern and duration of the 1975 correction, the housing market should start improving in 2009, just in time for our company’s 50th anniversary celebration. On the other hand, if this housing correction should follow the pattern and duration of the 1981 correction, 2009 could remain as another difficult year, similar to 2008.

One unknown is the potential effect of the housing stimulus bill, a version of which has passed both the Senate and the House and is now being considered in joint committee. This could affect consumer confidence and consumer pocketbooks in the short-term and could have an immediate impact on the housing market.

Nonetheless, our community level budgets assume no near-term improvements in existing sales pace or price. Given the lack of visibility that we have as to when the market will turn, we have taken recent steps to enhance our liquidity, as we’ve discussed.

Having liquidity to weather the downturn is more important right now than ever before. Ultimately, we will also need to have the liquidity to take advantage of land at the bottom, and we discussed a bit of that regarding our joint venture strategy in addition to our own capital.

With the capital we have raised, both debt and equity as well as our cash flow expectations for the rest of the year, we believe we have taken all the liquidity concerns off the table. Based on our projected cash flow for the year, we expect to end the year once again with more than $800 million of cash and nothing drawn on our revolving line of credit.

Additionally, we have taken significant steps to reposition ourselves, reduce our overhead, and to be better prepared for an environment with lower sales, pace, and pricing. As you know, our company has endured many housing corrections in its 50-year history.

In each of the downturns that we have been through, we have emerged as a better and stronger company and we remain confident that we will do the same as this market recovers through the cycle as well. Next year we will celebrate our 50th year as a homebuilder, as I mentioned earlier, and hopefully we are going to see signs that the recovery is not too far off.

We were much smaller in the past downturns than we are now. We were much less diversified, with far fewer products and price points and in far fewer geographies.

We also had typically higher leverage than we are operating with today, yet we managed through those difficult times in the past and we are taking the steps now that we know are necessary to come through this downturn and ensure that we are in the best possible position for when the inevitable recovery does take place. One thing is certain, if you turn to slide 24, and that is that home-building is here to stay.

Virtually every demographer and actuarialist agree that the population and number of households are growing at a faster pace this decade and the next than in any of the last three decades. This should ultimately lead to greater housing demand than in the past.

Number two, the housing market will eventually recover into more normalized levels. We are in a cyclical market.

It’s not going to stay down forever. And three, there are far fewer competitors in the housing industry today as under-capitalized private builders are closing their doors all around the country each and every month and many of the private builders that do survive will be severely constrained.

Increasing demand and greatly reduced competition creates a very favorable financial environment for the remaining homebuilders that have ample liquidity. We’ve seen it many times in our 50-year history.

We will see it again with this recovery. Hovnanian will emerge as a better and stronger home builder, as we have every time in the past.

That concludes our formal comments and we are pleased to open up the floor for questions.

Good morning. I appreciate the opportunity.

I wanted to focus in on your underwriting standards, Larry, in terms of how you are impairing your assets. If I heard correctly, you are using today’s prices for not only impairments but also for take-down or exercises of options on land you control.

Realizing we are in a deflationary environment, wouldn’t it be more prudent to assume that home prices continue to fall, rather than having to continue to have more impairments in the future, why not expect them or utilize it as deflationary expectations that the market have?

That’s one point of view, Ivy. I mean, we’ve had the other point of view of the market is down a lot.

At some point, it’s going to turn. You can’t continue to see home prices go down forever, so we’ve never done anything other than take current prices and current pace.

Our crystal ball is no better than anyone else’s. We don’t know what the future holds, whether it’s going to continue to slide down or whether we are going to stabilize or at some point it will actually go the other way and we’d be criticized if we over-impaired.

So our approach has always been that we look at it based on current prices, current paces, and we think it’s a prudent approach to take.

Okay, thank you for that. In terms of your margin performance excluding impairments, we show, at least my calculations would show that you basically were still on a negative operating basis excluding impairments, a negative 9% and with impairments, negative 40% if my math is correct.

Assuming that’s roughly right or in the ballpark, realizing it would appear that if prices continue to fall, at some point the homes you are delivering, you’ll be generating no cash on those homes. Where are you in the cash generation per home, realizing that you did have some costs that you are recovering on land and given the aggregate numbers of losses excluding impairments, would that not imply that you’ve got a lot more impairments?

That’s a long question. I’m not sure I got all of the components of it down, Ivy, but I’ll attempt.

I think the easiest response I can tell you is that we expect our cash balance at the end of the year to be $800 million. At the end of April pro forma for the transactions we did, it was 500, so that’s an increase of $300 million in cash.

So I guess you are asking how much is it in a per-home basis. There’s no easy answer to that.

Averages don’t make a lot of sense to anyone but if you end up dividing the number of deliveries that we ultimately have between April and the end of the October into the $300 million, I guess that’s one way to measure it. But I don’t think that’s necessarily representative because we are usually less cash flow positive in the first part of the year and more cash flow positive in the back end of the year, so it’s a difficult question to give you an absolute straightforward answer on but at this stage with the impairments that we’ve taken, we are confident that we are in a cash generation mode and I think that’s evidenced by the comments that we made both in our release and in the script today.

Yeah, obviously there’s differences between GAAP reported earnings and cash flow and even if you don’t have decent GAAP reported earnings, that doesn’t mean you are generating cash flow, as evidenced by what we are projecting for the balance of the year. While margins have been disappointing, there are a few things going forward that are moving in the more positive direction.

Some of that includes the mix of the homes in communities we have coming up is a little better than what we’ve gone through. Many of the impairments we’ve taken are going to be reversing a little more aggressively later.

We have renegotiated many of the land contracts. Some of those homes are going to be delivering.

We have renegotiated some of the subcontractor costs. Those homes are going to be delivering.

You know, it’s hard to know how all of that plays out with home prices, but at least there are definitely some positive things that are countering home prices for the future quarters.

Well Ara, now that you guys have a so much better capitalized balance sheet relative to what it was prior to the equity raises and private debt placement, could you kind of help us understand how much more flexibility you may have now in being aggressive to improve your velocity and absorption rate? Would you be willing to give up some margin now to generate more sales because you have the balance sheet that enables you to do it today?

Well, we have had -- I mean, frankly we are constantly looking at this balance between velocity and margin. And if anything, when times are more challenging you are more inclined to work on velocity and not worry about margin.

But I wouldn’t say we’ve changed our philosophy in that regard. We look at each and every community.

We look at essentially how many dollars are being recovered on the lot if you build a house on some of our poor performers. And where we are not getting a decent lot recovery by building a house and delivering it for a customer, then we are mothballing some of those communities and we are not afraid to do that on the good parcels that we believe in for the longer term.

On the other hand, where we can get velocity with price decreases, we are not afraid to do that. We would like to burn through as much of our land inventory as we can reasonably do, clear our balance sheet, generate the cash, and make room for the new land purchases at better economics.

Thanks, guys.

Ara, you made a comment about having a -- considering a relationship with a partner for effectively co-investing at the bottom going forward. Do you intend this to be a permanent change in how you think about investing or more a temporary cyclical one?

And do you expect other builders in this industry to pursue similar arrangements?

Well, you know, it’s interesting, Carl. Up until four years ago or so, we did 100% of everything with our own capital.

About four years ago, we ventured into a few of our first joint ventures with financial partners. And they were communities that required a little more capital, sometimes mid-rise or in a few of the cases where we actually built a high-rise in those cases, or just where they were big land purchases.

The structure was we would put up a smaller amount -- a much smaller amount of the equity but if the communities perform, we get a disproportionate share of the profits. Since we began that, we’ve done numerous joint ventures with Lehman Brothers, Blackstone, Morgan Stanley, and a host of top financial partners.

I can say overall, while the market hasn’t been cooperative recently, the experience has been a good one and the notion -- and by the way, all of those we’ve done with non-recourse debt with minimal leverage, as Larry reported, even with our recent impairments. We are still at about 46% debt to cap, so conservatively financed as well.

There is a case to be made that having a larger proportion of our operations in joint ventures makes sense, but at this point we are not planning on a major shift but slightly increasing our previous target. I think in the past we said 10% to 20% of our equity might make sense in a joint venture mode.

I think it’s likely we may raise that, especially as our equity is going down in the immediate term. But it is something short of saying that this is going to be the fundamental way we are going to go forward permanently.

Okay. Thanks for that and just as a follow-up, you were talking about the elimination of private homebuilders on a greater rate.

But given that the public builders, at least at this point, seem to have some avenues open for liquidity raises and continuance of existence, and there appears to be a relatively large amount of capital building up on the sidelines from other sources looking to involve itself in the business. Are you confident that the opportunities at the bottom of the land market are going to be available?

You may be losing private builders but there’s a ton of capital on the side and a lot of publics looking too. How do you sort of think about that?

Well, the public builders, we have traditionally through the good times had plenty of capital. We are used to dealing with them but we had to deal with the bigger portion of the market, which is the private homebuilders.

They are still the majority of the market. So public builders will continue to have liquidity availability.

That doesn’t change, but the private builders will not, or they will be -- not obviously across the board. There are many that find private builders but as a generalization, they are much more thinly capitalized.

So net net, publics and privates, I would think there will be good opportunities. And while there are venture funds that are out there buying land, they are not homebuilders and they will be out there to sell land to people like ourselves that will make the profits building the houses.

The question is -- first question is about foreclosures and the impact of foreclosures on your communities, and if you are seeing a significant amount of price pressure that’s coming from foreclosures in nearby communities.

We are definitely competing with foreclosures in certain markets. We see it more really in Florida and northern California, for whatever reason.

We see more of that competition from foreclosures in those two markets specifically. That has been a headache.

That does drag down pricing but it is something we are dealing with and we feel like we are currently priced appropriately to compete with the foreclosures. Generally speaking, the foreclosure, a comparable home in a foreclosed state clearly has a lower value and they are appraising at lower values, so that’s of some benefit.

Hopefully the worst, if everybody is correct, the worst of the resets are behind us and it gets a lot easier in terms of new homeowners reaching monthly payment increases that are difficult for them and the rate of foreclosures will start decreasing certainly has been the projection. At the moment though, there has been an increase over the last six months clearly and we are competing with that day to day, particularly in two of the markets that I mentioned.

But doesn’t that suggest that you are competing with the existing home market, whether or not we assume there’s more foreclosures or fewer foreclosures as we move forward, that if the prices are falling in the existing home market, there’s some sort of reliance that the builders, public and private, are generally not going to try to compete with that decline in pricing by cutting their own pricing moving forward?

I’m not sure I understand.

Well, in other words, you’ve had a price [inaudible] existing homes for a while because you cut your prices first, as you noted earlier in the comments, right? And now as existing home pricing comes down, isn’t there some sort of belief that new homebuilders are not going to cut prices to keep that advantage?

Well, I think right now, as we mentioned on prior phone calls, we’re in a bit of an odd scenario because the new home -- the public homebuilders in particular have reduced their prices rapidly because we want to keep inventory moving. Existing home prices had not dropped as rapidly and that’s part of the reason why resales were more sluggish and the inventory was more sluggish than the new homebuilders new home inventory.

And it got to a scenario whereas typically new home prices are at a premium to used homes, used homes asking prices were at a premium to new homes, which is unusual. I would imagine that it’s likely we’ll see more reduction in the existing home prices than builders’ new home prices right now and get back to a more normal relationship where a homebuyer values a new home and pays a premium for it versus a used home.

Good morning. This is Jen [Consoli] on the line for Mike.

My first question was you talked about that you had largely stopped buying land in some of the more challenged markets but I was wondering if you could kind of go through some of your regions and talk about what are you seeing in terms of bid/ask spreads? Are there any markets at all where spreads are tightening and maybe you would be more inclined to take advantage of opportunities, given your improved liquidity?

Generally speaking at this moment, other than perhaps Houston, Texas, we do not see sensible land transactions where we can make a good, solid profit at today’s housing prices and today’s housing paces and velocities. So we are being patient even with the enhanced liquidity, even as we are about to finalized a joint venture partner.

I would not anticipate us being particularly active at this moment. Remember, and as you know, we’ve been through many of these cycles and patience is a virtue.

What we -- we don’t want to buy a property that only works when the recovery happens. Our buy signal is when you can make a good, economic return with enough room for margin for error at today’s house sales prices and today’s house sales paces and generally speaking, we are not at that point anywhere in the market in the country, other than Houston.

We are looking and we are keeping our ear to the ground but we are not there just yet.

Okay, great. And in terms of the future cost saving initiatives, you know, you’ve gotten some benefits there but is it coming to the point where you are reaching either critical mass in terms of headcount, that incremental benefits going forward may be limited?

Or is there still low hanging fruit that you can take out of the cost structure?

Low hanging fruit has been eaten a long time ago. We’re on our ladders in this regard, both in terms of our staffing levels and in terms of sub-contractor costs.

Having said that, we have reduced our headcount from a peak of about $6,800 to a little over $3,100. That’s a dramatic cut.

There are more opportunities, if you can call them that, if we have to do it and if sales slow down even further. We are staffed to deliver and handle our current business volume.

If volume slows down more, we may not be able to cut staffing proportionately but we will definitely be able to continue reductions. It’s not low-hanging fruit.

It’s painful. We hope to be able to avoid it but we will do what we have to do, as we have in cycles in the past.

Regarding subcontractors in the area of -- and the material costs, commodities are commodities. Thankfully they have been moving in a reasonably good direction, particularly in the area of lumber, one of the key driving costs in home-building.

And then we are really down to the labor component. I think the sub-contractors generally speaking are not making a profit today.

They are just hoping to cover their overheads and their overhead costs have been coming down because they are able to pay their laborers lower rates. So the easy cuts have been done.

I wouldn’t call them easy but the lower hanging fruit has been picked and it is going to be more challenging but there are still opportunities in that area too.

First question I wanted to ask was on your gross margin, coming into your fiscal year you had told us that because of -- I think it was about 1,400 Fort Myers closings, which would be happening at close to zero gross margin, we’d probably see a lift in gross margins post the first quarter. But it looks like they came in pretty close to the first quarter, so I was just wondering if you could walk us through the dynamics there, what drove that.

First, I think you might have misinterpreted what we said. I think what we did say is that the Fort Myers closings dragged down our margin at that time, and I believe something just under a 2% effect, maybe 1.7% or 1.8% effect at that time.

I don’t think we were projecting gross margins for the future quarters.

Okay, so just --

Following up on your actual question, I think there’s a couple of things that caused margin pressure in the second quarter, and I touched on them in my prepared remarks. One of them is our focus on trying to sell some of the started unsold homes, which we made significant progress on during the second quarter and those are typically sold at lower margins than to-be-builts.

And the other is just the reality of the deterioration in home prices that occurred during the second quarter that led to us booking additional impairments. So there’s been changes since the last time we had this call that are reflective in our results.

Right, and my follow-up question was last time, and this is a question I think that’s being asked of a lot of the builders, interest in knowing of your owned lots, the kind of development stages of them. The last time you said you might look into that and I was just wondering if you can give us an update and help us to understand what percentage of your lots are developed and not fully developed or raw?

We just don’t track the data that way.

But however, suffice it to say that our land development expenditures are down dramatically and we do have a large amount of developed lots ahead of us and that’s advantageous for cash flow. It’s one of the reasons we’re projecting more positive cash flow going forward now.

I wanted to ask you, what is the total number of communities or percent of your total that has been impaired to date at least one time since the beginning?

Do you have another question? We don’t have it as a percentage.

We’ll try to figure it out and give you that answer before the call or call you afterwards, Alex.

Okay, sounds good. I guess another question I had was if you could walk us through I guess some of the major, how you are thinking about the $300 million between now and year-end?

Where does that come from? Does it come from land sales or reducing further spec count?

Or is it closing out communities? What are the major components, how we get there?

There’s no significant unusual items in that number. I mean, there’s a tax refund but the tax refund is the same that it was back when we originally made our projection earlier in the year, so that number hasn’t changed.

As I mentioned earlier, we are not anticipating any bulk land sales, so that’s not impacted. So it’s just kind of ongoing operation, what we expect to generate from selling homes and our renegotiation efforts on delaying the purchases of land that are currently under option and the land development, or walking away from communities that we were otherwise planning to spend money on previously.

So that’s kind of the overall big picture. Nothing really unusual in the numbers.

Just I wanted to talk to you about your west region a little bit. I saw the order decline was a little less on a unit basis and the company only down 17% but -- yet dollars fell more than any other part, being down 31%.

And I just wanted to see if you had some kind of push in the west, just because your owned lot counts may be higher there on absorption rate to move home.

No, we really didn’t have a dramatically bigger push there. I haven’t focused on that fact that you just mentioned but my suspicion is that it may have to do with mixes, part of it, as we are winding down perhaps on some of our higher-end coastal locations more rapidly at the moment.

And therefore the price drop might have been a little more, based on inland communities that sell at a lower price?

More of the inland community sales versus the coastal community sales. We are closing out of several of our coastal communities.

This is Steve [Gitimal], a colleague of Paul [Fredimico]. Ara, our question is you said earlier on the call that your end of year cash balance should be around $800 million and the ideas was to be, you know, I don’t know, defensive and to focus on the balance sheet, but with the recent debt offering of the 11.5%s, you still have a number of bonds that are trading at substantial discounts to par.

What are the thoughts on that? I mean, it seemed like you got a negative interest arbitrage right now where you have cash sitting on your books, you know, this $800 million probably earning 2% and meanwhile you’ve got bonds in the high 60s, maybe mid-70s that probably have yields well in excess of 10%.

Would you -- are there thoughts to maybe do some open market purchases and retire some of this debt?

At the moment, the main reason we issued the new capital was we just felt we needed to get an insurance policy, if you will, on liquidity. At this point, until we get a clearer picture on the market, on when the bottom is going to come, on what the effect is of foreclosures or price decreases, we are not overly anxious to, in spite of the fact that it’s quite enticing, we are really placing a premium on liquidity and capital because it’s not easy to obtain in this marketplace.

So right now, we just want to -- generally speaking, we want to sit tight and see where the market is going and where the bottom is.

We said when we raised that money, because that was a question that came up, so I’ll just reiterate what Ara said, is liquidity is the primary issue. We want to make sure that we have sufficient capital to weather the storm and we don’t know how long the storm is going to last.

The second kind of priority is we want to have some dry powder to pursue opportunities at the bottom of the cycle and I would rank opportunistically buying back bonds below both of those priorities. So I just think it’s premature to expect us in the market.

I mean, having said that, we will always constantly look. It is clearly not a high priority for us at this point, in spite of the negative arbitrage.

Okay. Well, thank you very much.

Thanks. Just wanted to ask a couple of questions.

First, on your level of promotions, I guess how would you characterize where you are today versus maybe two or four months ago in terms of the number and level of promotions that you are doing?

Well, I’m not sure precisely what you mean by promotions but if you mean concessions or incentives like free upgrades, et cetera, I would say generally they are about level. Now, having said that, there are points where when we continue and the market continues to add to concessions or incentives, there’s a point at which you are better off resetting the base price and reducing the amount of promotion and incentive.

That is happening a little more frequently and we are just kind of resetting prices. But regardless, frankly, we don’t particularly focus on base price versus incentive.

We look at net net sales price, and obviously that has been challenging and has been creeping down over the last quarter. Regarding national promotions or major sales promotions similar to what we did last September, the deal of the century, I would say we are not overly focused on that.

We think we can get similar results just by continuing to deal on a community by community and home by home basis.

Okay, thanks, that’s what I was after. And then, a follow-up on your capital raised; you said that part of the reason that you did it was to anticipate -- you know, you were anticipating potential further tightening by some of the banks.

Curious if you had sensed any of that potential tightening or were trying to anticipate it from some of your suppliers or sub-contractors who have certainly been hit, I think, when all of the privates have gone under. Have those relationships changed at all?

Not at all. No, they are -- both in terms of suppliers and sub-contractors, it’s been solid.

We’ve been very conscientious and making sure our payment track record is excellent and those relationships are solid across the board.

First question is your land and options held for future development or sales went up $180 million. Can you tell me, was that a switch out of inventories and what percentage of that is options as opposed to land?

It’s primarily because we mothballed those communities and switched it, Tim. It wasn’t new stuff that we bought.

Then how much of that -- what percentage of it is options?

Anybody know? $119 million is the total and that’s been going down, 75 was cash, but --

In general, the dollars spent on options or invested in options has been going down regularly, so again to clarify what -- reemphasize what Larry just said, if we mothball a community, then it goes to land in planning, so it’s really a switch from one category to another.

Because most of this is mothballed land?

Yes.

Okay. And then the other question is -- just explain the variable rate entity, the other options -- is that what you mean by options?

And the deposits and notes receivables -- what are those three?

I’m not sure I heard the whole question. Did you ask what the variable interest entity’s inventory is?

Just explain the variable interest entities, the other options, and the deposits and notes receivables.

Okay. The variable interest entities and the other options inventories are inventories that we’ve been required to book for GAAP for different FASB pronouncements, whereby we have the items under option and under FIN-46, you are required to look at the rules as to who is the primary beneficiary of the property and you have to -- if you meet those requirements or are considered the primary beneficiary, you have to record the inventory on your books with a corresponding liability or minority interest.

So if you looked on the liability side, those inventories that are in the inventory not owned section are effectively offset by liabilities but they are options that we could decide not to exercise and the only thing we are exposed to is the deposits on those items, not the full amount of the inventory. The same is true with other options.

It’s predominantly our models that we have under option with GMAC. They basically own our models and we have the option to buy those from them.

We reflect them on our balance sheet as inventory for GAAP purposes but again, we don’t have to buy those off those models. We could walk away from them and they go back to GMAC.

So in those cases, you don’t -- they are not -- you know, our full exposure is only a much smaller number, the deposits we have on those options. And then your last question was receivables deposits and notes -- that’s principally -- the receivable portion is principally the net due at closing, so when we close homes, if we have not received the cash yet because it hasn’t come from the title company or it is in the closing process, it is usually a day or two later we’ll get that cash.

That’s the receivables. The deposits are deposits that we have in place in communities that we have deposits with municipalities or utilities, et cetera.

There’s very few notes in there and there are some very minor miscellaneous notes we might have, but nothing of significance. It’s predominantly the net due at closing and the deposits we have in existing municipalities, et cetera, related to our communities.

And this is all fully disclosed in our Qs and our Ks, so when you -- there hasn’t been a change. If you want to go back and get more details, you can look at the Q, or the new Q coming out at the end of the week.

Thank you very much. As you all know, it is a challenging housing market but as I said in my closing comments, housing is here to stay.

The market will ultimately recover and we plan to be a major participant in that recovery and hopefully in the not-too-distant future. We will continue to work hard and look forward to giving you an update next quarter.

Thanks so much.