8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act Of 1934

Date of Report (Date of earliest event reported): November 24, 2008 (November 17, 2008)

Comstock Homebuilding Companies, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-32375	20-1164345
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11465 SUNSET HILLS ROAD, FIFTH FLOOR

RESTON, VIRGINIA 20910

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (703) 883-1700

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a- 12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Conditions.

On November 17, 2008, Comstock Homebuilding Companies, Inc. (the “Company”), issued a press release announcing unaudited results for the three months ended September 30, 2008. A copy of the press release is furnished herewith as Exhibit 99.1, and this exhibit is incorporated by reference in its entirety into this Item 2.02.

The information contained in this Item 2.02 and in the accompanying exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release by Comstock Homebuilding Companies, Inc., dated November 17, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 24, 2008

COMSTOCK HOMEBUILDING COMPANIES, INC.
By:	/s/ Jubal R. Thompson
	General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number
99.1	Press Release by Comstock Homebuilding Companies, Inc., dated November 17, 2008

EX-99.1

Exhibit 99.1

NEWS RELEASE

Comstock Homebuilding Companies, Inc. Reports Results for Three and Nine Months Ended September 30, 2008

RESTON, Va., Nov 17, 2008 (GlobeNewswire via COMTEX News Network) — On Friday, November 14, 2008 Comstock Homebuilding Companies, Inc. (Nasdaq:CHCI) (“Comstock” or the “Company”) released its unaudited results for the three and nine months ended September 30, 2008.

For the three months ended September 30, 2008, the Company reported a net loss of ($2.2) million or ($0.13) per share basic and diluted on total revenue of $13.1 million, compared to a net loss of ($42.5) million or ($2.63) per share basic and diluted on total revenue of $52.0 million, for the three months ended September 30, 2007. For the nine months ended September 30, 2008, the Company reported a net loss of ($12.3) million or ($0.70) per share basic and diluted on total revenue of $41.5 million, compared to a net loss of ($48.8) million or ($3.04) per share basic and diluted on total revenue of $213.0 million, for the nine months ended September 30, 2007.

During the three months ended September 30, 2008 the Company continued to execute on its long-standing debt reduction initiative. Debt outstanding at September 30, 2008 was $117.4 million; a $35.6 million reduction from June 30, 2008, a $53.8 million reduction from December 31, 2007, and an $84.2 million reduction from September 30, 2007. At September 30, 2008 the actual principal amount outstanding under the Company’s senior unsecured notes was $9.0 million, as opposed to $13.0 million reflected on the Company’s balance sheet, as a result of the Company recording $4.0 million of future interest expense as additional debt pursuant to SFAS 15 (Accounting by Debtors and Creditors of Troubled Debt Restructurings) in connection with the restructuring of its $30.0 million senior unsecured notes in March 2008. The company’s adjusted net debt-to-cap ratio at September 30, 2008 (adjusted for the $4.0 million of accrued interest) was 70.2%.

Shareholder equity at September 30, 2008 was $35.2 million, or $1.97 per share, based on approximately 17.9 million shares outstanding. On a pro-forma basis, adjusted for the $4.0 million of future interest accrued to its senior unsecured debt, the Company’s book value per share was $2.19 on shareholder equity of $39.2 million.

“The market continues to be challenging with no immediate visibility to recovery,” said Christopher Clemente, Chairman and CEO. “However, real estate is a cyclical business and every down cycle is ultimately followed by a recovery. Our primary focus is completing the restructure of our loans so that we can position Comstock to survive this downturn and prosper in the coming recovery. We are hopeful that the attention being focused on the economy by the federal government will result in positive change that will stabilize house prices and ensure that affordable mortgage loans are readily available for all consumers.”

The Company reported the following orders, cancellations and backlog by segment for the three and nine months ended September 30, 2008:

	Three Months Ended September 30, 2008
(dollars in 000s)	Washington Metro		North Carolina		Georgia			Total
Gross new orders		19		19		4			42
Cancellations		5		4		3			12
Net new orders		14		15		1			30
Gross new order revenue	$	6,129	$	2,767	$	1,060		$	9,956
Cancellation revenue	$	1,561	$	794	$	1,163		$	3,518
Net new order revenue	$	4,568	$	1,973	$	(103	)	$	6,438
Backlog units		5		16		4			25
Backlog revenue	$	1,273	$	4,449	$	1,315		$	7,037
Avg. backlog price	$	255	$	278	$	329		$	281
	Nine Months Ended September 30, 2008
(dollars in 000s)	Washington Metro		North Carolina		Georgia			Total
Gross new orders		61		49		17			127
Cancellations		17		15		10			42
Net new orders		44		34		7			85
Gross new order revenue	$	20,194	$	10,483	$	5,260		$	35,937
Cancellation revenue	$	4,701	$	4,419	$	3,093		$	12,213
Net new order revenue	$	15,493	$	6,064	$	2,167		$	23,724
Backlog units		5		16		4			25
Backlog revenue	$	1,273	$	4,449	$	1,315		$	7,037
Avg. backlog price	$	255	$	278	$	329		$	281

Additional results of the three months ended September 30, 2008 include:

• Total cash on hand at September 30, 2008 was $10.1 million, with $6.3 million of unrestricted cash.

• Gross profit on all revenue was $2.1 million, representing a gross margin of 16.1%, compared to $6.6 million, or 12.7%, for the three months ended September 30, 2007.

• Gross profit from homebuilding was $1.3 million, representing a gross margin of 10.6%, compared to gross profit from homebuilding of $6.0 million, or 12.6%, for the three months ended September 30, 2007.

• SG&A was $4.6 million, a $3.3 million, or 41.9% decrease as compared to SG&A of $7.9 million for the three months ended September 30, 2007.

• Operating loss was ($4.7) million, or (35.7%), compared to ($70.3) million, or (135.2%), for the three months ended September 30, 2007.

• The Company reported a $1.2 million gain on troubled debt restructuring related to foreclosures by BB&T. The gains resulted from the reversal of prior period impairments and relief from accrued interest and project costs.

• The Company reported other income of $1.3 million including a $0.9 million gain related to the settlement of claims with the principal shareholders of Parker-Chandler Homes and a $0.4 million gain relating to defaulted unit purchases at the Company’s Eclipse project.

Additional results of the nine months ended September 30, 2008 include:

• Gross profit on all revenue was $6.3 million, representing a gross margin of 15.1%, compared to $20.6 million, or 9.7%, for the nine months ended September 30, 2007.

• Gross profit from homebuilding was $4.5 million, representing a gross margin of 11.3%, compared to gross profit from homebuilding of $19.6 million, or 9.8%, for the nine months ended September 30, 2007.

• SG&A was $12.7 million, an $11.5 million, or 47.5%, decrease compared to SG&A of $24.2 million for the nine months ended September 30, 2007.

• Operating loss was ($24.7) million, or (59.5%), compared to ($81.1) million, or (38.1%), for the nine months ended September 30, 2007.

• Impairments and write-offs were $14.6 million, compared to $77.4 million for the nine months ended September 30, 2007.

About Comstock Homebuilding Companies, Inc.

Established in 1985, Comstock Homebuilding Companies, Inc. is a publicly traded, diversified real estate development firm with a focus on affordably priced for-sale residential products. Comstock builds and markets single-family homes, townhouses, mid-rise condominiums, high-rise condominiums, mixed-use urban communities and active adult communities. The company currently markets its products under the Comstock Homes brand in the Washington, D.C.; Raleigh, North Carolina; and Atlanta, Georgia metropolitan areas. Comstock Homebuilding Companies Inc. trades on Nasdaq under the symbol CHCI. For more information on the Company or it projects please visit www.comstockhomebuilding.com.

The Comstock Homebuilding Companies, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=5034

Cautionary Statement Regarding Forward-Looking Statements

This release contains “forward-looking” statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause actual future results to differ materially from those projected or contemplated in the forward-looking statements. Additional information concerning these and other important risks and uncertainties can be found under the heading “Risk Factors” in the Company’s most recent form 10-K, as filed with the Securities and Exchange Commission on March 24, 2008. Comstock specifically disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

Comstock Homebuilding Companies, Inc.
Income Statement
(dollars in 000s)	Three Months Ended,						Nine Months Ended,
	September 30,						September 30,
	2008			2007			2008			2007
Revenues
Revenue - homebuilding	$	12,270		$	47,769		$	39,645		$	201,106
Revenue - other		803			4,217			1,807			11,902
Total revenue		13,073			51,986			41,452			213,008
Expenses
Cost of sales -homebuilding		10,968			41,748			35,168			181,491
Cost of sales - other		1			3,643			28			10,947
Impairments and write-offs		2			69,017			14,580			77,400
Selling, general and administrative		4,566			7,860			12,725			24,235
Interest, real estate taxes and indirect costs related to inactive projects		2,199			—			3,615			—
Operating loss		(4,663	)		(70,282	)		(24,664	)		(81,065	)
Gain on troubled debt restructuring		(1,194	)		—			(9,519	)		—
Other income, net		(1,268	)		(715	)		(2,865	)		(1,361	)
Loss before minority interest		(2,201	)		(69,567	)		(12,279	)		(79,704	)
Minority interest		(4	)		(2	)		(7	)		(7	)
Total pre tax loss		(2,197	)		(69,565	)		(12,272	)		(79,697	)
Income taxes expense (benefit)		5			(27,097	)		5			(30,893	)
Net loss	$	(2,202	)	$	(42,468	)	$	(12,277	)	$	(48,804	)
Basic loss per share	$	(0.13	)	$	(2.63	)	$	(0.70	)	$	(3.04	)
Basic weighted average shares outstanding		17,475			16,151			17,431			16,046
Diluted loss per share	$	(0.13	)	$	(2.63	)	$	(0.70	)	$	(3.04	)
Diluted weighted average shares outstanding		17,475			16,151			17,431			16,046

Comstock Homebuilding Companies, Inc.
Balance Sheet
(dollars in 000s)	September 30, 2008			December 31, 2007
ASSETS
Cash and cash equivalent	$	6,304		$	6,822
Restricted cash		3,836			4,985
Receivables		210			370
Due from related parties		92			92
Real estate held for development and sale		147,019			203,860
Inventory not owned - variable interest entities		19,250			19,250
Property, plant and equipment, net		1,000			1,539
Other assets		2,692			22,058
TOTAL ASSETS	$	180,403		$	258,976
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable and accrued liabilities	$	8,544		$	21,962
Obligations related to inventory not owned		19,050			19,050
Notes payable		104,392			141,214
Senior unsecured debt		12,962			30,000
TOTAL LIABILITIES		144,948			212,226
Commitments and contingencies
Minority interest		224			231
SHAREHOLDERS’ EQUITY
Class A common stock, $0.01 par value, 77,266,500 shares authorized, 15,211,455 and 15,120,955 issued and outstanding, respectively		152			151
Class B common stock, $0.01 par value, 2,733,500 shares authorized, 2,733,500 issued and outstanding		27			27
Additional paid-in capital		156,987			155,998
Treasury stock, at cost (391,400 Class A common stock)		(2,439	)		(2,439	)
Accumulated deficit		(119,496	)		(107,219	)
TOTAL SHAREHOLDERS’ EQUITY		35,231			46,519
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	180,403		$	258,976

Comstock Homebuilding Companies, Inc.

Bruce Labovitz

703.230.1131

investor.relations@comstockhomes.com