##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
___________________
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended March 31, 2007
 o
    
    Transition Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission File Number 1-32375
 
 Comstock Homebuilding Companies, Inc.
 Delaware
    
    20-1164345(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 11465 Sunset Hills Road 
5thFloor 
Reston, Virginia 20190
(703) 883-1700(Address including zip code, and telephone number, including area code, of principal executive offices)
 þ o
  o þ o
 o þ




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##### 



COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES
FORM 10-Q
INDEX
 PagePART I  FINANCIAL INFORMATION
    
    
    3ITEM 1. FINANCIAL STATEMENTS:
    
    
    3Consolidated Balance Sheets (unaudited) -
March 31, 2007 and December 31, 2006
    
    
    3Consolidated Statements of Operations (unaudited) -
Three Months Ended March 31, 2007 and 2006
    
    
    4Consolidated Statements of Cash Flows (unaudited) -
Three Months Ended March 31, 2007 and 2006
    
    
    5Notes to Consolidated Financial Statements
    
    
    6ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    16ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    24ITEM 4. CONTROLS AND PROCEDURES
    
    
    24PART II  OTHER INFORMATION
    
    
    25ITEM 1. LEGAL PROCEEDINGS
    
    
    25ITEM 1A. RISK FACTORS
    
    
    25ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    25ITEM 6. EXHIBITS
    
    
    26SIGNATURES
    
    
    27
 2




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##### 



COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS  (Amounts in thousands, except per share data)
 March 31, 2007
    
    
    December 31, 2006ASSETSCash and cash equivalents
    
    $
    17,680
    
    
    $
    21,263Restricted cash
    
    
    14,077
    
    
    
    12,326Receivables
    
    
    1,431
    
    
    
    4,555Due from related parties
    
    
    3,475
    
    
    
    4,053Real estate held for development and sale
    
    
    393,999
    
    
    
    405,144Inventory not owned  variable interest entities
    
    
    38,458
    
    
    
    43,234Property, plant and equipment, net
    
    
    2,533
    
    
    
    2,723Investment in real estate partnership
    
    
    
    
    
    
    (171
    )Deferred income tax
    
    
    9,761
    
    
    
    10,188Other assets
    
    
    15,499
    
    
    
    14,114TOTAL ASSETS
    
    
    496,913
    
    
    
    517,429LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable and accrued liabilities
    
    
    41,961
    
    
    
    55,680Due to related parties
    
    
    106
    
    
    
    1,140Obligations related to inventory not owned
    
    
    36,524
    
    
    
    40,950Notes payable
    
    
    263,456
    
    
    
    265,403Senior unsecured debt
    
    
    30,000
    
    
    
    30,000TOTAL LIABILITIES
    
    
    372,047
    
    
    
    393,173Commitments and contingencies (Note 11)Minority interest
    
    
    369
    
    
    
    371SHAREHOLDERS EQUITYClass A
common stock, $0.01 par value, 77,266,500 shares authorized, 14,661,360 and 14,129,081 issued
and outstanding, respectively
    
    
    147
    
    
    
    141Class B
common stock, $0.01 par value, 2,733,500 shares authorized, 2,733,500 issued and outstanding
    
    
    27
    
    
    
    27Additional paid-in capital
    
    
    148,140
    
    
    
    147,528Treasury
stock, at cost (391,400 Class A common stock)
    
    
    (2,439
    )
    
    
    (2,439
    )Accumulated deficit
    
    
    (21,378
    )
    
    
    (21,372
    )TOTAL SHAREHOLDERS EQUITY
    
    
    124,497
    
    
    
    123,885TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    496,913
    
    
    $
    517,429
  3




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##### 



COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS  (Amounts in thousands, except per share data)
 Three Months Ended March 31,2007
    
    
    2006RevenuesRevenue  homebuilding
    
    $
    43,025
    
    
    $
    36,365Revenue 
other
    
    
    3,698
    
    
    
    230Total revenue
    
    
    46,723
    
    
    
    36,595ExpensesCost of sales  homebuilding
    
    
    36,867
    
    
    
    27,161Cost of sales  other
    
    
    3,624
    
    
    
    10Impairments and write-offs
    
    
    891
    
    
    
    Selling, general and administrative
    
    
    8,225
    
    
    
    7,646Operating (loss) income
    
    
    (2,884
    )
    
    
    1,778Other (income) expense, net
    
    
    (344
    )
    
    
    (233
    )(Loss) income before minority interest and equity in losses of real estate partnership
    
    
    (2,540
    )
    
    
    2,011Minority interest
    
    
    (1
    )
    
    
    (7
    )(Loss) income before equity in losses of real estate partnership
    
    
    (2,539
    )
    
    
    2,018Equity in losses of real estate partnership
    
    
    
    
    
    
    (27
    )Total pre tax (loss) income
    
    
    (2,539
    )
    
    
    1,991Income tax
(benefit) expense
    
    
    (870
    )
    
    
    751Net (loss) income
    
    $
    (1,669
    )
    
    $
    1,240Basic (loss) earnings per share
    
    $
    (0.11
    )
    
    $
    0.09Basic weighted average shares outstanding
    
    
    15,888
    
    
    
    13,981Diluted (loss) earnings per share
    
    $
    (0.11
    )
    
    $
    0.09Diluted weighted average shares outstanding
    
    
    15,888
    
    
    
    14,071
  4




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##### 



COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS  (Amounts in thousands, except per share data)
 Three Months Ended March 312007
    
    
    2006Cash flows from operating activities:Net (loss) income
    
    $
    (1,669
    )
    
    $
    1,240Adjustment to reconcile net (loss) income to net cash used in operating activitiesAmortization and depreciation
    
    
    224
    
    
    
    73Impariments and write-offs
    
    
    891
    
    
    
    Loss on disposal of assets
    
    
    11
    
    
    
    Minority interest
    
    
    (1
    )
    
    
    (7
    )Equity in losses of real estate partnership
    
    
    
    
    
    
    27Amortization of stock compensation
    
    
    591
    
    
    
    540Deferred income tax
    
    
    896
    
    
    
    (170
    )Changes in operating assets and liabilities:Restricted cash
    
    
    (1,751
    )
    
    
    (2,041
    )Receivables
    
    
    3,124
    
    
    
    1,935Note receivable
    
    
    
    
    
    
    1,250Due from related parties
    
    
    50
    
    
    
    (239
    )Real estate held for development and sale
    
    
    11,725
    
    
    
    (66,589
    )Other assets
    
    
    159
    
    
    
    5,256Accounts payable and accrued liabilities
    
    
    (13,691
    )
    
    
    (15,095
    )Due to related parties
    
    
    (1,062
    )
    
    
    Net cash used in operating activities
    
    
    (504
    )
    
    
    (73,820
    )Cash flows from investing activities:Purchase of property, plant and equipment
    
    
    (46
    )
    
    
    (747
    )Business aquisitions, net of cash acquired
    
    
    
    
    
    
    (9,937
    )Net cash used in investing activities
    
    
    (46
    )
    
    
    (10,684
    )Cash flows from financing activities:Proceeds from notes payable
    
    
    43,353
    
    
    
    95,607Proceeds from senior unsecured debt
    
    
    30,000
    
    
    
    Payments on notes payable
    
    
    (46,412
    )
    
    
    (34,455
    )Payments on junior subordinated debt
    
    
    (30,000
    )
    
    
    Proceeds from shares issued under employee stock purchase plan
    
    
    27
    
    
    
    38Purchase of treasury stock
    
    
    
    
    
    
    (678
    )Net cash (used in) provided by financing activities
    
    
    (3,033
    )
    
    
    60,512Net decrease in cash and cash equivalents
    
    
    (3,583
    )
    
    
    (23,992
    )Cash and cash equivalents, beginning of period
    
    
    21,263
    
    
    
    42,167Cash and cash equivalents, end of period
    
    $
    17,680
    
    
    $
    18,175Supplemental cash flow information:Interest paid (net of interest capitalized)
    
    $
    
    
    
    $
    Income taxes paid
    
    $
    
    
    
    $
    Supplemental disclosure for non-cash activity:Interest incurred but not paid in cash
    
    $
    1,114
    
    
    $
    2,341
  5




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##### 



COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Amounts in thousands, except per share data)
 1. ORGANIZATION AND BASIS OF PRESENTATION
        2. REAL ESTATE HELD FOR DEVELOPMENT AND SALE
   6




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##### 



COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Amounts in thousands, except per share data)
  March 31,
    
    
    December 31,2007
    
    
    2006Land and land development costs
    
    $
    179,023
    
    
    $
    232,693Cost of construction (including capitalized interest and real estate taxes)
    
    
    214,976
    
    
    
    172,451$
    393,999
    
    
    $
    405,144
 3. CONSOLIDATION OF VARIABLE INTEREST ENTITIES
     4. WARRANTY RESERVE
  7




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##### 



COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Amounts in thousands, except per share data)
  Three Months Ended March 31,2007
    
    
    2006Balance at beginning of period
    
    $
    1,669
    
    
    $
    1,206Additions
    
    
    232
    
    
    
    300Releases and/or charges incurred
    
    
    (209
    )
    
    
    (196
    )Balance at end of period
    
    $
    1,692
    
    
    $
    1,310
 5. CAPITALIZED INTEREST AND REAL ESTATE TAXES
  Three Months Ended March 31,2007
    
    
    2006Total interest incurred
    
    $
    6,430
    
    
    $
    4,769Beginning interest capitalized
    
    $
    27,254
    
    
    $
    11,590Plus:
interest incurred on notes payable and senior unsecured debt
    
    
    6,430
    
    
    
    4,749Plus:
interest incurred on related party notes payable
    
    
    
    
    
    
    20Less: interest expensed as a component of cost of sales
    

    
    (4,014
    )
    
    
    (797
    )Ending interest capitalized
    
    $
    29,670
    
    
    $
    15,562
 8




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##### 



COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Amounts in thousands, except per share data)
 6. (LOSS) EARNINGS PER SHARE
  Three Months Ended March 31,2007
    
    
    2006Basic (loss) earnings per shareNet (loss) income
    
    $
    (1,669
    )
    
    $
    1,240Basic weighted-average shares outstanding
    
    
    15,888
    
    
    
    13,981Per share amounts
    
    $
    (0.11
    )
    
    $
    0.09Dilutive (loss) earnings per shareNet (loss) income
    
    $
    (1,669
    )
    
    $
    1,240Basic weighted-average shares outstanding
    
    
    15,888
    
    
    
    13,981Stock options and restricted stock grants
    
    
    
    
    
    
    90Dilutive weighted-average shares outstanding
    
    
    15,888
    
    
    
    14,071Per share amounts
    
    $
    (0.11
    )
    
    $
    0.09
 Comprehensive income
  7. INVESTMENT IN REAL ESTATE PARTNERSHIP
   ,
 9




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##### 



COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Amounts in thousands, except per share data)
   8. ACQUISITIONS
    10




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##### 



COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Amounts in thousands, except per share data)
 9. INCOME TAX
  2007
    
    
    2006Current:Federal
    
    $
    (1,490
    )
    
    $
    802State
    
    
    (277
    )
    
    
    150(1,767
    )
    
    
    952Deferred:Federal
    
    
    640
    
    
    
    (170
    )State
    
    
    121
    
    
    
    (31
    )761
    
    
    
    (201
    )OtherTax shortfall related to the vesting of certain equity awards
    
    
    136
    
    
    
    Total income tax (benefit) expense
    
    $
    (870
    )
    
    $
    751
  2007
    
    
    2006Deferred tax assets:Inventory
    
    $
    8,779
    
    
    $
    9,642Warranty
    
    
    621
    
    
    
    612Deferred rent
    
    
    25
    
    
    
    25Accrued expenses
    
    
    1,197
    
    
    
    1,213Stock based compensation
    
    
    856
    
    
    
    76211,478
    
    
    
    12,254Less  valuation allowance
    
    
    
    
    
    
    (470
    )Net deferred tax assets
    
    
    11,478
    
    
    
    11,784Deferred tax liabilities:Depreciation and amortization
    
    
    (1,717
    )
    
    
    (1,596
    )Net deferred tax liabilities
    
    
    (1,717
    )
    
    
    (1,596
    )Net deferred tax assets
    
    $
    9,761
    
    
    $
    10,188
 Accounting for Uncertainty in Income Taxes Accounting for Income
Taxes,
  11




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##### 



COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Amounts in thousands, except share per data)
 10. STOCK REPURCHASE PROGRAM
  11. COMMITMENTS AND CONTINGENCIES
 Litigation
     Letters of credit and performance bonds
  12




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##### 



COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Amounts in thousands, except per share data)
  Operating leases
  Year Ended:
    
    
    Amount2007
    
    
    8362008
    
    
    9512009
    
    
    8022010
    
    
    1642011
    
    
    5Thereafter
    
    
    
  12. RELATED PARTY TRANSACTIONS
     13




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##### 



COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Amounts in thousands, except per share data)
    
 13. SEGMENT REPORTING
 Disclosures about Segments of an Enterprise
and Related Information
 14




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##### 



COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Amounts in thousands, except per share data)
   Three Months Ended March 31,2007
    
    
    2006Revenues:Washington DC Metropolitan Area
    
    
    33,862
    
    
    
    29,869North Carolina
    
    
    8,590
    
    
    
    1,991Georgia
    
    
    4,271
    
    
    
    4,735Total revenue
    
    
    46,723
    
    
    
    36,595Operating
income (loss)Washington DC Metropolitan Area
    
    
    3,195
    
    
    
    6,715North Carolina
    
    
    (189
    )
    
    
    (242
    )Georgia
    
    
    (1,516
    )
    
    
    (510
    )Segment
operating income
    
    
    1,490
    
    
    
    5,963Corporate expenses unallocated
    
    
    4,374
    
    
    
    4,185Total
operating (loss) income
    
    
    (2,884
    )
    
    
    1,778Other income
(expense)
    
    
    344
    
    
    
    233Equity
loss
    
    
    
    
    
    
    (27
    )Minority
interest
    
    
    1
    
    
    
    7(Loss) income before income taxes
    
    $
    (2,539
    )
    
    $
    1,991
   Total Assets
    
    2007
    
    
    2006Washington DC Metropolitan Area
    
    $
    299,867
    
    
    $
    317,349North Carolina
    
    
    54,762
    
    
    
    61,617Georgia
    
    
    90,590
    
    
    
    94,133Corporate
    
    
    51,694
    
    
    
    44,330Total Assets
    
    $
    496,913
    
    
    $
    517,429
 14. SUBSEQUENT EVENTS


15



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##### 



COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
    Overview
  16




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##### 



COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
   Three Months Ended March 31,2007WashingtonMetro
    
    
    NorthArea
    
    
    Carolina
    
    
    Georgia
    
    
    TotalGross new
orders
    
    
    79
    
    
    
    32
    
    
    
    34
    
    
    
    145Cancellations
    
    
    58
    
    
    
    7
    
    
    
    9
    
    
    
    74Net new orders
    
    
    21
    
    
    
    25
    
    
    
    25
    
    
    
    71Gross new order revenue
    
    $
    25,137
    
    
    $
    7,956
    
    
    $
    10,751
    
    
    $
    43,845Cancellation revenue
    
    $
    23,076
    
    
    $
    2,127
    
    
    $
    2,570
    
    
    $
    27,773Net new order revenue
    
    $
    2,061
    
    
    $
    5,830
    
    
    $
    8,183
    
    
    $
    16,072Average gross new order price
    
    $
    318
    
    
    $
    249
    
    
    $
    316
    
    
    $
    302Settlements
    
    
    95
    
    
    
    22
    
    
    
    14
    
    
    
    131Settlement
revenue  homebuilding
    
    $
    33,740
    
    
    $
    5,039
    
    
    $
    4,246
    
    
    $
    43,025Average settlement price
    
    $
    355
    
    
    $
    229
    
    
    $
    303
    
    
    $
    328Backlog units
    
    
    211
    
    
    
    49
    
    
    
    25
    
    
    
    285Backlog revenue
    
    $
    92,957
    
    
    $
    15,438
    
    
    $
    8,656
    
    
    $
    117,060Average backlog price
    
    $
    441
    
    
    $
    315
    
    
    $
    346
    
    
    $
    410
 17




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##### 



COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 Three Months Ended March 31,2006WashingtonMetro
    
    
    NorthArea
    
    
    Carolina
    
    
    Georgia
    
    
    TotalGross new orders
    
    
    134
    
    
    
    15
    
    
    
    79
    
    
    
    228Cancellations
    
    
    38
    
    
    
    0
    
    
    
    11
    
    
    
    49Net new orders
    
    
    96
    
    
    
    15
    
    
    
    68
    
    
    
    179Gross new order revenue
    
    $
    48,780
    
    
    $
    6,009
    
    
    $
    20,419
    
    
    $
    75,208Cancellation revenue
    
    $
    14,418
    
    
    $
    
    
    
    $
    1,960
    
    
    $
    16,378Net new order revenue
    
    $
    34,362
    
    
    $
    6,009
    
    
    $
    18,4599
    
    
    $
    58,830Average gross new order price
    
    $
    364
    
    
    $
    401
    
    
    $
    258
    
    
    $
    330Settlements
    
    
    83
    
    
    
    8
    
    
    
    21
    
    
    
    112Settlement revenue  homebuilding
    
    $
    29,701
    
    
    $
    1,991
    
    
    $
    4,673
    
    
    $
    36,365Average settlement price
    
    $
    358
    
    
    $
    249
    
    
    $
    223
    
    
    $
    325Backlog units
    
    
    477
    
    
    
    16
    
    
    
    47
    
    
    
    540Backlog revenue
    
    $
    190,655
    
    
    $
    7,530
    
    
    $
    13,786
    
    
    $
    211,971Average backlog price
    
    $
    400
    
    
    $
    471
    
    
    $
    293
    
    
    $
    393
  As of March 31, 2007LotsUnderEstimated
    
    
    
    
    
    
    
    
    
    
    Lots
    
    
    OptionProduct
    
    
    Units at
    
    
    Units
    
    
    
    
    
    
    Owned
    
    
    Agreement
    
    
    Average New OrderProject
    
    State
    
    
    Type (2)
    
    
    Completion
    
    
    Settled
    
    
    Backlog (3)
    
    
    Unsold
    
    
    Unsold
    
    
    Revenue to DateStatus: Active (1)Allen Creek
    
    GA
    
    SF
    
    
    26
    
    
    
    18
    
    
    
    3
    
    
    
    5
    
    
    
    
    
    
    $
    208,257Arcanum
    
    GA
    
    SF
    
    
    34
    
    
    
    11
    
    
    
    5
    
    
    
    18
    
    
    
    
    
    
    $
    388,675Brentwood Estates
    
    GA
    
    SF
    
    
    31
    
    
    
    21
    
    
    
    
    
    
    
    10
    
    
    
    
    
    
    $
    138,311Falling Water
    
    GA
    
    SF
    
    
    22
    
    
    
    11
    
    
    
    2
    
    
    
    9
    
    
    
    
    
    
    $
    423,726Gates of Luberon
    
    GA
    
    SF
    
    
    31
    
    
    
    
    
    
    
    2
    
    
    
    29
    
    
    
    
    
    
    $
    655,874Glenn Ivey
    
    GA
    
    SF
    
    
    65
    
    
    
    7
    
    
    
    3
    
    
    
    55
    
    
    
    
    
    
    $
    238,590Highland Station
    
    GA
    
    SF
    
    
    105
    
    
    
    26
    
    
    
    1
    
    
    
    78
    
    
    
    
    
    
    $
    294,989Maristone
    
    GA
    
    SF
    
    
    40
    
    
    
    3
    
    
    
    6
    
    
    
    31
    
    
    
    
    
    
    $
    309,713Senators Ridge
    
    GA
    
    SF
    
    
    60
    
    
    
    17
    
    
    
    2
    
    
    
    41
    
    
    
    
    
    
    $
    250,878Traditions
    
    GA
    
    SF
    
    
    4
    
    
    
    1
    
    
    
    1
    
    
    
    2
    
    
    
    
    
    
    $
    520,000Wyngate
    
    GA
    
    SF
    
    
    28
    
    
    
    
    
    
    
    
    
    
    
    28
    
    
    
    
    
    
    
    n/aSub-Total / Weighted Average (4)
    
    
    
    
    
    
    
    
    
    
    446
    
    
    
    115
    
    
    
    25
    
    
    
    306
    
    
    
    
    
    
    $
    280,440
 18




---



##### 



COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 As of March 31, 2007LotsUnderEstimated
    
    
    
    
    
    
    
    
    
    
    Lots
    
    
    OptionProduct
    
    
    Units at
    
    
    Units
    
    
    
    
    
    
    Owned
    
    
    Agreement
    
    
    Average New OrderProject
    
    State
    
    
    Type (2)
    
    
    Completion
    
    
    Settled
    
    
    Backlog (3)
    
    
    Unsold
    
    
    Unsold
    
    
    Revenue to DateEmerald Farm
    
    MD
    
    SF
    
    
    84
    
    
    
    78
    
    
    
    
    
    
    
    6
    
    
    
    
    
    
    $
    452,347Sub-Total / Weighted Average (4)
    
    
    
    
    
    
    
    
    
    
    84
    
    
    
    78
    
    
    
    
    
    
    
    6
    
    
    
    
    
    
    $
    452,347Allyns Landing
    
    NC
    
    TH
    
    
    116
    
    
    
    49
    
    
    
    14
    
    
    
    53
    
    
    
    
    
    
    $
    231,333Brookefield Station
    
    NC
    
    SF
    
    
    130
    
    
    
    
    
    
    
    
    
    
    
    30
    
    
    
    100
    
    
    
    n/aHaddon Hall
    
    NC
    
    Condo
    
    
    90
    
    
    
    
    
    
    
    2
    
    
    
    88
    
    
    
    
    
    
    $
    198,700Holland Road
    
    NC
    
    SF
    
    
    81
    
    
    
    
    
    
    
    17
    
    
    
    64
    
    
    
    
    
    
    $
    419,779Kelton at Preston
    
    NC
    
    TH
    
    
    56
    
    
    
    42
    
    
    
    5
    
    
    
    9
    
    
    
    
    
    
    $
    311,175North Farms
    
    NC
    
    SF
    
    
    138
    
    
    
    33
    
    
    
    1
    
    
    
    12
    
    
    
    92
    
    
    $
    178,672Pine Hollow
    
    NC
    
    SF
    
    
    10
    
    
    
    3
    
    
    
    1
    
    
    
    6
    
    
    
    
    
    
    $
    176,681Providence-SF
    
    NC
    
    SF
    
    
    148
    
    
    
    
    
    
    
    4
    
    
    
    30
    
    
    
    114
    
    
    $
    202,234Riverbrooke
    
    NC
    
    SF
    
    
    66
    
    
    
    32
    
    
    
    1
    
    
    
    33
    
    
    
    
    
    
    $
    168,090Wakefield Plantation
    
    NC
    
    TH
    
    
    77
    
    
    
    40
    
    
    
    2
    
    
    
    35
    
    
    
    
    
    
    $
    491,158Wheatleigh Preserve
    
    NC
    
    SF
    
    
    28
    
    
    
    14
    
    
    
    2
    
    
    
    12
    
    
    
    
    
    
    $
    282,014Sub-Total / Weighted Average (4)
    
    
    
    
    
    
    
    
    
    
    940
    
    
    
    213
    
    
    
    49
    
    
    
    372
    
    
    
    306
    
    
    $
    286,302Barrington Park
    
    VA
    
    Condo
    
    
    148
    
    
    
    
    
    
    
    
    
    
    
    148
    
    
    
    
    
    
    
    n/aBeacon Park at Belmont Bay
    
    VA
    
    Condo
    
    
    600
    
    
    
    
    
    
    
    
    
    
    
    112
    
    
    
    488
    
    
    
    n/aCommons at Bellemeade
    
    VA
    
    Condo
    
    
    316
    
    
    
    58
    
    
    
    
    
    
    
    258
    
    
    
    
    
    
    $
    218,981Commons on Potomac Sq
    
    VA
    
    Condo
    
    
    192
    
    
    
    48
    
    
    
    7
    
    
    
    137
    
    
    
    
    
    
    $
    264,983Commons on Williams Sq
    
    VA
    
    Condo
    
    
    180
    
    
    
    107
    
    
    
    6
    
    
    
    67
    
    
    
    
    
    
    $
    350,107Penderbrook
    
    VA
    
    Condo
    
    
    424
    
    
    
    254
    
    
    
    8
    
    
    
    162
    
    
    
    
    
    
    $
    258,944River Club at Belmont Bay 5
    
    VA
    
    Condo
    
    
    84
    
    
    
    83
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    $
    447,873The Eclipse on Center Park
    
    VA
    
    Condo
    
    
    465
    
    
    
    192
    
    
    
    185
    
    
    
    88
    
    
    
    
    
    
    $
    411,938Woodlands at Round Hill
    
    VA
    
    SF
    
    
    46
    
    
    
    24
    
    
    
    
    
    
    
    22
    
    
    
    
    
    
    $
    757,118Sub-Total / Weighted Average (4)
    
    
    
    
    
    
    
    
    
    
    2,455
    
    
    
    766
    
    
    
    207
    
    
    
    994
    
    
    
    488
    
    
    $
    355,368Total Active
    
    
    
    
    
    
    
    
    
    
    3,925
    
    
    
    1,172
    
    
    
    281
    
    
    
    1,678
    
    
    
    794
    
    
    $
    340,901Status: Development (1)East Capitol
    
    DC
    
    Condo
    
    
    130
    
    
    
    
    
    
    
    
    
    
    
    130
    
    
    
    
    
    
    
    n/aSub-Total / Weighted Average (4)
    
    
    
    
    
    
    
    
    
    
    130
    
    
    
    
    
    
    
    
    
    
    
    130
    
    
    
    
    
    
    
    n/aCedars Road
    
    GA
    
    SF
    
    
    109
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    109
    
    
    
    n/aHighland Avenue
    
    GA
    
    SF
    
    
    28
    
    
    
    
    
    
    
    
    
    
    
    28
    
    
    
    
    
    
    
    n/aJames Road
    
    GA
    
    SF
    
    
    49
    
    
    
    
    
    
    
    
    
    
    
    49
    
    
    
    
    
    
    
    n/aKelly Mill Road
    
    GA
    
    SF
    
    
    28
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28
    
    
    
    n/aPost Road
    
    GA
    
    SF
    
    
    60
    
    
    
    
    
    
    
    
    
    
    
    60
    
    
    
    
    
    
    
    n/aPost Road II
    
    GA
    
    TH
    
    
    54
    
    
    
    
    
    
    
    
    
    
    
    54
    
    
    
    
    
    
    
    n/aSettingdown Circle
    
    GA
    
    SF
    
    
    162
    
    
    
    
    
    
    
    
    
    
    
    162
    
    
    
    
    
    
    
    n/aShiloh Road I
    
    GA
    
    SF
    
    
    60
    
    
    
    
    
    
    
    
    
    
    
    60
    
    
    
    
    
    
    
    n/aTribble Lakes
    
    GA
    
    SF
    
    
    200
    
    
    
    
    
    
    
    
    
    
    
    200
    
    
    
    
    
    
    
    n/aSub-Total / Weighted Average (4)
    
    
    
    
    
    
    
    
    
    
    750
    
    
    
    
    
    
    
    
    
    
    
    613
    
    
    
    137
    
    
    
    n/aMassey Preserve
    
    NC
    
    SF
    
    
    242
    
    
    
    
    
    
    
    
    
    
    
    242
    
    
    
    
    
    
    
    n/aProvidence-TH
    
    NC
    
    TH
    
    
    80
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80
    
    
    
    n/aSub-Total / Weighted Average (4)
    
    
    
    
    
    
    
    
    
    
    322
    
    
    
    
    
    
    
    
    
    
    
    242
    
    
    
    80
    
    
    
    n/aAldie Singles
    
    VA
    
    SF
    
    
    15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15
    
    
    
    n/aBlake Crossing
    
    VA
    
    TH
    
    
    130
    
    
    
    
    
    
    
    
    
    
    
    130
    
    
    
    
    
    
    
    n/aBrandy Station
    
    VA
    
    SF
    
    
    350
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    350
    
    
    
    n/aLoudoun Station
    
    VA
    
    Condo
    
    
    484
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    484
    
    
    
    n/aStation View
    
    VA
    
    TH
    
    
    47
    
    
    
    
    
    
    
    
    
    
    
    47
    
    
    
    
    
    
    
    n/aSub-Total / Weighted Average (4)
    
    
    
    
    
    
    
    
    
    
    1,026
    
    
    
    
    
    
    
    
    
    
    
    177
    
    
    
    849
    
    
    
    n/aTotal Development
    
    
    
    
    
    
    
    
    
    
    2,228
    
    
    
    
    
    
    
    
    
    
    
    1,162
    
    
    
    1,066
    
    
    
    n/aTotal Active & Development
    
    
    
    
    
    
    
    
    
    
    6,153
    
    
    
    1,172
    
    
    
    281
    
    
    
    2,840
    
    
    
    1,860
    
    
    $
    340,901Status: Joint VentureNorth Shore Condominiums (5)
    
    NC
    
    Condo
    
    
    196
    
    
    
    
    
    
    
    7
    
    
    
    189
    
    
    
    
    
    
    $
    286,361North Shore Townhomes (5)
    
    NC
    
    TH
    
    
    163
    
    
    
    33
    
    
    
    7
    
    
    
    123
    
    
    
    
    
    
    $
    239,107Countryside (6)
    
    VA
    
    Condo
    
    
    30
    
    
    
    13
    
    
    
    4
    
    
    
    
    
    
    
    13
    
    
    $
    260,537Total Joint Venture
    
    
    
    
    
    
    
    
    
    
    389
    
    
    
    46
    
    
    
    18
    
    
    
    312
    
    
    
    13
    
    
    $
    249,968
 
 19




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##### 



COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 Results of Operations
 Three months ended March 31, 2007 compared to three months ended March 31, 2006
 Orders, cancellations and backlog
     Revenues
  20




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##### 



COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
  Other Revenue
  Cost of Sales and Cost of Sales Other
   Impairments and write-offs
  21




---



##### 



COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 Selling, general and administrative
   Operating( income) loss
  Other (income) expense, net
  Income taxes
  Liquidity and Capital Resources
    Credit Facilities
            Cash Flow
    22




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##### 



COMSTOCK HOMEBUILDING COMPANIES, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 Recent Acquisitions
   Subsequent
Events
       Recent Accounting Pronouncements
 Fair
Value Measurements
 Accounting for Uncertainty in Income
Taxes  an Interpretation of FASB Statement No. 109, Accounting for Income Taxes
 Critical Accounting Policies and Estimates
 Managements Discussion
and Analysis of Financial Condition and Results of Operations
 23




---



##### 



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
     24




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##### 



PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS.
    
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
  25




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##### 



ITEM 6. EXHIBITS
 Exhibit Number
    
    Exhibit3.1
    
    Amended and Restated Certificate of Incorporation (incorporated by
reference to an exhibit to the Registrants Annual Report on Form
10-K for the year ended December 31, 2004)3.2
    
    Amended and Restated Bylaws (incorporated by reference to an
exhibit to the Registrants Annual Report on Form 10-K for the
year ended December 31, 2004)10.1
    
    Senior Note Purchase and Redemption
Agreement between the Registrant and Kodiak Warehouse JPM LLC, dated
March 15, 200710.2
    
    Indenture between the Registrant
and Wells Fargo Bank, N.A., dated March 15, 200710.3
    
    Notice of Default and Acceleration
of Indebtedness, dated May 3, 2007 from Burr and Forman LLP
to the Registrant.31.1
    
    Certification of Chairman and Chief Executive Officer pursuant to
Rule 13a-14(a) and Rule 15d-14(a), promulgated under the
Securities Exchange Act of 1934, as amended31.2
    
    Certification of Chief Financial Officer pursuant to Rule
13a-14(a) and Rule 15d-14(a), promulgated under the Securities Act
of 1934, as amended32.1
    
    Certification of Chairman and Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 26




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##### 



SIGNATURES
  COMSTOCK HOMEBUILDING COMPANIES, INC.Date: May 10, 2007
    
    By:
    
    /s/ Christopher ClementeChristopher ClementeChairman and Chief Executive OfficerBy:
    
    /s/ Bruce J. LabovitzBruce J. LabovitzChief Financial Officer
 27