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CHCI > SEC Filings for CHCI > Form 10-Q on 13-May-2009All Recent SEC Filings

Show all filings for COMSTOCK HOMEBUILDING COMPANIES, INC. | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for COMSTOCK HOMEBUILDING COMPANIES, INC.


13-May-2009

Quarterly Report


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT RESULTS

The following discussion of our financial condition and results of operations should be read in conjunction with the accompanying unaudited consolidated interim financial statements and the notes thereto appearing elsewhere in the this report and our audited consolidated financial statements and the notes thereto for the year ended December 31, 2008, appearing in our Annual Report on Form 10-K for the year then ended (the "2008 Form 10-K").

This report includes forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of words such as "anticipate," "believe," "estimate," "may," "intend," "expect," "will," "should," "seeks" or other similar expressions. Forward-looking statements are based largely on our expectations and involve inherent risks and uncertainties, many of which are beyond our control. You should not place undue reliance on any forward-looking statement, which speaks only as of the date made. Some factors which may affect the accuracy of the forward-looking statements apply generally to the real estate industry, while other factors apply directly to us. Any number of important factors which could cause actual results to differ materially from those in the forward-looking statements include, without limitation: general economic and market conditions, including interest rate levels; our ability to service our substantial debt; inherent risks in investment in real estate; our ability to compete in the Washington, D.C. and Raleigh, North Carolina and Atlanta, Georgia real estate and home building markets; regulatory actions; fluctuations in operating results; our anticipated growth strategies; shortages and increased costs of labor or building materials; the availability and cost of land in desirable areas; natural disasters; our ability to raise debt and equity capital and grow our operations on a profitable basis; and our continuing relationships with affiliates. Additional information concerning these and other important risk and uncertainties can be found under the heading "Risk Factors" in our Form 10-K filed for the fiscal year ended December 31, 2008. Our actual results could differ materially from these projected or suggested by the forward-looking statements.


Table of Contents

COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Overview

We are a residential real estate developer that has substantial experience building a diverse range of products including single-family homes, townhouses, mid-rise condominiums, high-rise multi-family buildings and mixed-use (residential and commercial) developments in suburban communities and high density urban infill areas. We have historically built projects with the intent that they be sold either as fee-simple properties, condominiums, or investment properties. We focus on geographic areas, products and price points where we believe there will be continuing demand for new housing and potential for attractive returns. We operate in the Washington, D.C., Raleigh, North Carolina, and Atlanta, Georgia markets where we target first-time, early move-up, secondary move-up, and empty nester move-down buyers. We focus on the "middle-market" meaning that we tend to offer products in the middle price points in each market, avoiding the very low-end and high-end products. We believe our middle market strategy positions our products such that they are affordable to a significant segment of potential home buyers in our markets. Since our founding in 1985, and as of December 31, 2008, we have built and delivered more than 5,170 homes generating revenue in excess of $1.3 billion.

Our markets have historically been characterized by strong population and economic growth trends that have led to strong demand for traditional housing. However, the housing industry is in an unprecedented and prolonged cyclical downturn, suffering the effects of reduced demand brought on by significant increases in existing home inventory, resistance to appreciating prices of new homes, turmoil in the mortgage markets, reduced liquidity levels in the world financial markets, increasing unemployment and concerns about the health of the national and global economics. We believe over the past two decades we have gained experience that will be helpful to us as we seek to manage our business through the current difficult market environment. We believe we have taken, and are continuing to take, steps that will assist us in managing our business through the current cycle until market conditions stabilize and eventually improve. There can be no assurances, however, that we will be able to generate and maintain sufficient cash resources to survive long enough for market conditions to improve.

As a result of deteriorating market conditions, we have adjusted certain aspects of our business strategy. In 2008, we focused our energy on repositioning projects, reducing debt, reducing costs, managing liquidity, renegotiating loans with current period and near-term maturities, refinancing projects and enhancing our balance sheet. We have cancelled or postponed plans to start several new projects and either renegotiated or cancelled contracts to purchase certain other projects. As a result, we purchased no new land in 2008 or so far in 2009. We have sold certain land and other assets and taken steps to significantly reduce our inventory of speculative homes as well. Until market conditions stabilize, we will continue to focus on working through the land inventory we own. This will include continuing efforts to sell certain land parcels where we believe it is the best strategy relative to that particular asset.

While we have always preferred to purchase finished building lots that are developed by others, we have also been active in entitling and developing land for many of our home building projects. We believe it is important to have the in-house capabilities to manage the entitlement and development of land in order to position our company to be able to recognize opportunities to enhance the value of the real estate we develop and to be opportunistic in our approach to acquisitions. Nonetheless, our interest in acquiring new development projects will be focused on finished building lots until market conditions and circumstances warrant otherwise. As such, we have significantly reduced our in-house development staff.

During the past several years our business has included the development, redevelopment and construction of residential mid-rise and high-rise condominium complexes. The majority of our multi-family projects are in our core market of the greater Washington, D.C. area. We believe the demographics and housing trends in the Washington, DC area will continue to generate demand for high density housing and mixed-use developments over the long term. However, condominium sales in the greater Washington, D.C. area have declined significantly as a result of current economic conditions. In order to reduce the cost associated with carrying our condominium inventory in the Washington, DC region we are temporarily operating two of our multi-family projects as hybrid for-sale and for-rent properties. This approach provides us regular cash flow which we use to offset a portion of the carry costs associated with the applicable multi-family assets. In addition, we believe the value of the assets will increase over time as market conditions stabilize or improve. In Raleigh, North Carolina and Atlanta, Georgia, we continue to be focused on lower density housing principally single family homes.

In today's real estate market our general operating business strategy has the following key elements:

• protect liquidity and maximize capital availability;

• maximize the realized value of our real estate owned;

• utilize technology to streamline operations, reduce costs, enhance customer communications and facilitate sales

• rationalize overhead expenses;

• focus on our core markets in the Mid-Atlantic and Southeast region of the United States;

• focus on our current land inventory in our core markets;

• focus on a broad segment of the home buying market, aka the "middle market";

• create opportunities in areas overlooked by our competitors;

• maximize our economies of scale;

• aggressively prosecute existing litigation to recover costs and damages caused by others.

Our business was founded in 1985 by Christopher Clemente, our current Chief Executive Officer, as a residential land developer and home builder focused on the move-up home market in the Northern Virginia suburbs of the Washington, D.C area. Prior to our initial public offering in December 2004, we operated our business through four primary holding companies. In connection with our initial public offering, these primary holding companies were consolidated and merged into Comstock Homebuilding Companies, Inc., which was incorporated in Delaware in May 2004. Our principal executive offices are located at 11465 Sunset Hills Road, Suite 510, Reston, Virginia 20190, and our telephone number is
(703) 883-1700. Our Web site is www.comstockhomebuilding.com. References to "Comstock," "we," "our" and "us" refer to Comstock Homebuilding Companies, Inc. together in each case with our subsidiaries and any predecessor entities unless the context suggests otherwise.


Table of Contents

COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

At March 31, 2009, we either owned or controlled under option agreements approximately 1,800 building lots. The following table summarizes certain information related to new orders, settlements, and backlog for the three month period ended March 31, 2009 and 2008:

                                                          Three months ended March 31, 2009
                                         Washington DC Metro        North Carolina       Georgia       Total
Gross new orders                                            12                    13           -            25
Cancellations                                               -                      3           -             3
Net new orders                                              12                    10           -            22
Gross new order revenue                 $                5,614     $           2,319     $     -      $  7,933
Cancellation revenue                    $                   -      $             523     $     -      $    523
Net new order revenue                   $                5,614     $           1,796     $     -      $  7,410
Average gross new order price           $                  468     $             178     $     -      $    317
Settlements                                                  8                     4           -            12
Settlement revenue-homebuilding         $                4,160     $             566     $     -      $  4,726
Average settlement price                $                  520     $             142     $     -      $    394
Backlog units                                                7                    12            1           20
Backlog revenue                         $                2,189     $           2,983     $    386     $  5,558
Average backlog price                   $                  313     $             249     $    386     $    278

                                                          Three months ended March 31, 2008
                                         Washington DC Metro        North Carolina       Georgia       Total
Gross new orders                                            23                    18            9           50
Cancellations                                                4                     8            4           16
Net new orders                                              19                    10            5           34
Gross new order revenue                 $                8,159     $           4,194     $  2,773     $ 15,125
Cancellation revenue                    $                1,379     $           2,726     $    955     $  5,060
Net new order revenue                   $                6,780     $           1,467     $  1,818     $ 10,065
Average gross new order price           $                  355     $             233     $    308     $    302
Settlements                                                 16                    22           10           48
Settlement revenue-homebuilding         $                6,062     $           6,474     $  3,404     $ 15,940
Average settlement price                $                  379     $             294     $    340     $    332
Backlog units                                               16                    27           14           57
Backlog revenue                         $                4,529     $           7,915     $  4,646     $ 17,090
Average backlog price                   $                  283     $             293     $    332     $    300


Table of Contents

COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

We currently have communities under development in multiple counties throughout the markets we serve. The following table summarizes certain information for our current and planned communities as of March 31, 2009:

                                                                                               Lots under
                                           Product   Estimated                         Lots      Option
                                            Type      Units at     Units    Backlog   Owned    Agreement     Average New Order
Project                            State     (2)     Completion   Settled     (3)     Unsold     Unsold       Revenue to Date
Status: Available for Sales (1)
Allen Creek                           GA        SF           26        23        -         3           -    $           204,987
Arcanum                               GA        SF           34        24        -        10           -    $           376,173
Falling Water                         GA        SF           22        18        -         4           -    $           422,513
Gates at Luberon                      GA        SF           31         3        -        28           -    $           618,259
Glenn Ivey                            GA        SF           20        18        -         2           -    $           227,039
James Road                            GA        SF           10         9        -         1           -    $           339,847
Post Road                             GA        SF           60        -         -        60           -                    n/a
Wyngate                               GA        SF            4         3         1       -            -    $           409,160

Sub-Total / Weighted Average (4)                            207        98         1      108           -    $           323,079

Emerald Farm                          MD        SF           84        78        -         6           -    $           452,347

Sub-Total / Weighted Average (4)                             84        78        -         6           -    $           452,347

Allyn's Landing (5)                   NC        TH          108        81         3       24           -    $           237,231
Brookfield Station (5)                NC        SF           62        15        -        47           -    $           222,757
Haddon Hall                           NC     Condo           90        29         1       60           -    $           158,399
Holland Road (5)                      NC        SF           81        18         2       61           -    $           438,324
Providence-SF (5)                     NC        SF           58        24         6       28           -    $           194,923
Riverbrooke                           NC        SF           66        47        -        19           -    $           166,608
Wakefield Plantation (5)              NC        TH           77        49        -        28           -    $           483,042
Wheatleigh Preserve                   NC        SF           28        18        -        10           -    $           279,204

Sub-Total / Weighted Average (4)                            570       281        12      277           -    $           270,172

Commons on Potomac Sq                 VA     Condo          191        86        -       105           -    $           233,546
Commons on Williams Sq                VA     Condo          180       141         2       37           -    $           338,271
Penderbrook                           VA     Condo          424       301        -       123           -    $           257,029
River Club II                         VA     Condo          112         9         4       99           -    $           253,542
The Eclipse on Center Park            VA     Condo          465       370         1       94           -    $           405,476

Sub-Total / Weighted Average (4)                          1,372       907         7      458           -    $           327,736


Total Available for Sales                                 2,233     1,364        20      849           -    $           322,239


Status: Development (1)
Shiloh Road I                         GA        SF           60        -         -        60           -                    n/a
Tribble Lakes                         GA        SF          167        -         -       167           -                    n/a

Sub-Total / Weighted Average (4)                            227        -         -       227           -                    n/a

Massey Preserve                       NC        SF          187        -         -       187           -                    n/a
Providence-TH                         NC        TH           18        -         -        18           -                    n/a

Sub-Total / Weighted Average (4)                            205        -         -       205           -                    n/a

Beacon Park                           VA     Condo          488        -         -        -           488                   n/a
Station View                          VA        TH           47        -         -        47           -                    n/a

Sub-Total / Weighted Average (4)                            535        -         -        47          488                   n/a


Total Development                                           967        -         -       479          488                   n/a

Total Active & Development                                3,200     1,364        20    1,328          488   $           322,239

(1) "Available for Sales" communities have built or partially built inventory available for sales. "Development" communities are in the development process or are on hold and have no building inventory available for sales.

(2) "SF" means single family home, "TH" means townhouse and "Condo" means condominium.

(3) "Backlog" means we have an executed order with a buyer but the settlement has not yet taken place.

(4) "Weighted Average" means the weighted average new order sale price.

(5) Considered 'active' for accounting purposes - see Note 5 of the accompanying financial statements


Table of Contents

COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Results of Operations

Three months ended March 31, 2009 compared to three months ended March 31, 2008

Orders, cancellations and backlog

Gross new order revenue for the three months ended March 31, 2009 decreased $7.2 million, or 47.5%, to $7.9 million on 25 homes as compared to $15.1 million on 50 homes for the three months ended March 31, 2008. Net new order revenue for the quarter ended March 31, 2009 decreased $2.7 million, or 26.3%, to $7.4 million on 22 homes as compared to $10.1 million on 34 homes for the quarter ended March 31, 2008. The 25 unit decrease in gross new orders and the 12 unit decrease in net new orders are attributable to current market conditions in the homebuilding industry which are characterized by a general excess supply of homes available for sale and reduced buyer confidence.

Average gross new order revenue per unit for the three months ended March 31, 2009 increased $15,000 to $317,000, as compared to $302,000 for the three months ended March 31, 2008. This increase is due to the sale of a penthouse unit at our Eclipse project for approximately $1.3 million.

For the three months ended March 31, 2009 we experienced 3 order cancellations totaling $0.5 million of cancellation revenue as compared to 16 orders totaling $5.1 million for the comparable period in 2008. All three cancellations in the first quarter of 2009 were in our Raleigh, N.C. market. This is in contrast to the first quarter of 2008 where we experienced cancellations in all three markets.

Our cancellation rate for the three months ended March 31, 2009 was 12.0% on 25 gross new orders compared to cancellation rate of 32.0% on 50 gross new orders for the comparable period in 2008. In the Raleigh market our cancellation rate was 23.0%, or 3 cancellations on 13 gross new orders. Cancellation rates in general are being fueled by the tightening of the mortgage credit markets and by extended selling periods for resale homes. Our buyers' inabilities to obtain mortgage financing and/or to resell their homes are significant contributors to cancellations. Our backlog at March 31, 2009 decreased $11.5 million, or 67.4%, to $5.6 million on 20 homes as compared to our backlog at March 31, 2008 of $17.1 million on 57 homes. The reduction of backlog is indicative of the generally slow market conditions in the homebuilding industry.

Revenue

The number of homes delivered for the three months ended March 31, 2009 decreased by 75.0%, or 36 homes, to 12 as compared to 48 homes for the three months ended March 31, 2008. The reduction in new home deliveries was largely attributable to the overall real estate industry contraction. Average revenue per home delivered increased by approximately $62,000 or 18.6% to $394,000 for the three months ended March 31, 2009 as compared to $332,000 for the three months ended March 31, 2008.

Revenue from homebuilding decreased by $11.2 million, or 70.0%, to $4.7 million for the three months ended March 31, 2009 as compared to $15.9 million for the three months ended March 31, 2008. This reduction in revenue from homebuilding is attributable to lower overall volume of unit settlements which is in part the result of a smaller backlog of units at the beginning of the quarter.

Other Revenue

Other revenue for the three months ended March 31, 2009 increased by $0.4 million, or 82.8%, to $0.8 million, as compared to $0.4 million for the three months ended March 31, 2008. Other revenue for the three months ended March 31, 2009 includes $0.7 million of rental revenue from our Penderbrook and Eclipse communities. Other revenue during the first quarter of 2008 is primarily attributable to rental revenue from our Barrington Park and Penderbrook communities. During the third quarter of 2008, Barrington Park was foreclosed upon by the lender and we commenced rental operations at the Eclipse community.


Table of Contents

COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Cost of Sales

Cost of sales for the three months ended March 31, 2009 decreased by $9.8 million, or 70.5%, to $4.1 million, or 87.2% of homebuilding revenue, as compared to $13.9 million, or 87.4% of revenue, for the three months ended March 31, 2008. This decrease is the result of reduced revenue from homebuilding.

Impairments and write-offs

As discussed in Note 2 in the accompanying notes to the consolidated financial statements, we recorded impairment and write-off charges of zero and $0.8 million for the three months ended March 31, 2009 and 2008, respectively. Impairments in the first quarter of 2008 consisted of two communities in the greater Atlanta area. Based on management's assessment of current market conditions and estimates for the future, we believe there are no additional impairments warranted at this time. However, if market conditions deteriorate, actual costs are higher than budgeted or we consent to foreclosures by our lenders on certain assets, we would be required to re-evaluate the recoverability of our real estate held for development and sale and may incur additional impairment charges.

Selling, general and administrative

Selling general and administrative expenses for the three months ended March 31, 2009 decreased $1.2 million or 31.6% to $2.6 million, as compared to $3.8 million for the three months ended March 31, 2008. The reduction is attributable to decreased salary, bonus and other personnel related expenses in conjunction with a continuing effort to make strategic reductions in personnel and related costs.

Operating loss

The operating loss for the three months ended March 31, 2009 of $(2.9) million was unchanged compared to $(2.9) million for the three months ended March 31, 2008. Operating margin for the three months ended March 31, 2009 was (54.5%) as compared to (18.3%) for the three months ended March 31, 2008. The decrease in operating margin is primarily a result of the reduction in revenue discussed above.

Other (income) expense, net

Other (income) expense, net for the three months ended March 31, 2009 decreased by $0.8 million to $(0.4) million as compared to $(1.2) million for the three months ended March 31, 2008. For the three months ended March 31, 2008, approximately $(1.0) million of income was generated from the forfeiture of buyer earnest money deposits at the Eclipse project. For the three months ended March 31, 2009, there was no income generated from forfeited deposits and approximately $(0.3) million of gains recognized on agreements with trade vendors to settle obligations for amounts less than those carried in accounts payable.


Table of Contents

COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Liquidity and Capital Resources . . .

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