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Comstock Holding Companies, Inc. (CHCI)

Q4 2007 Earnings Call· Tue, Mar 25, 2008

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Transcript

Operator

Operator

All participants please stand by; your conference is ready to begin. Good afternoon and welcome to Comstock Homebuilding Company’s fourth quarter, 2007 Year-End Conference Call. Your host for today will be Mr. Bruce L. Labovitz. Please go ahead, Mr. Labovitz.

Bruce L. Labovitz

Management

Good afternoon. I’m joined today by Chris Clemente. I’m going to start by reading the Safe Harbor language. This conference may contain forward-looking statements as defined in Section 27-A. subsection (1) of the Securities Act of 1933, as amended, including statements regarding, among other things, the company’s business strategy and growth strategy. Expressions which identify forward-looking statements speak only as of the date the statement is made. These forward-looking statements are based largely on our expectations and are subject to a number of risks and uncertainties, some of which cannot be predicted or quantified and are beyond our control. Future developments and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. In light of these risks and uncertainties, there could be no assurance that the forward-looking information will prove to be accurate. This conference call does not constitute an offer to purchase any securities, nor a solicitation of a proxy consent, authorization, or agent designation, with respect to a meeting of company stockholders. With that, I’d like to turn the call over to Chris Clemente, Founder and CEO of Comstock. Chris.

Christopher Clemente

Management

Hello and thank you for joining us today. This is Chris Clemente, Chairman and CEO of Comstock Homebuilding Company. I want to start by thanking every member of the Comstock team for their continued perseverance. As the market has deteriorated over the last couple of years, we’ve been forced to make significant reductions of staff and to cut budgets for outsourcing, thereby requiring everyone to take on additional responsibilities. The accomplishments that I will summarize today are the result of a team effort and demonstrate the commitment of every member of the Comstock Team to do more with less. I also want to thank our vendors for continuing to work with us to reduce construction costs, and thank the vast majority of our lenders for their willingness to modify terms and covenants of our various loan facilities in recognition of current market realities. I also want to thank KeyBanc for demonstrating their confidence in our company by providing the new credit facility that we recently announced. By early 2007 the housing recession was well underway, forcing our industry to focus on reducing debt and modifying financial covenants. Along with maximizing project performance, our primary goals in 2007 were: reducing debt and negative cash flow associated with debt service, maximizing our 2007 tax refund while preserving liquidity, reducing our land and unit inventory, reducing costs across all aspects of our business, accelerating future period expenses into 2007 to reduce future expenses and to expand opportunity for margin growth in 2008 and beyond, and continually reevaluating the prospects of each asset in light of deteriorating market conditions. When 2007 began, Comstock’s total debt was approximately $295 million, with approximately $205 million coming due during 2007. To reduce debt and the negative cash flow associated with debt service, we sold certain multifamily assets…

Bruce Labovitz

Management

Thanks, Chris, good afternoon. Fiscal Year 2007, which ended on December 31st, was a difficult year with numerous challenges and disappointing financial results. For the year we posted in that loss, after tax of $87.5 million or a loss of $5.42 per share both basic and dilutive, a total revenue of $266.2 million. Our total impairment charges for the year totaled $78.3 dollars, or $4.85 per share pretax, and $2.96 per share on a pro forma after-tax basis, based on what would have been a 39% effective tax rate. During the fourth quarter, we recorded an additional $863,000 of write-offs, no impairments, associated with various small charges to multiple completed projects, and one charge of approximately $860,000 to our Glen Ivy Project in connection with the receivable from another homebuilder. Taxable loss for the year was approximately $40.2 million, of which $35.9 million was carried back to 2005. As a result of these losses, we filed for and received a Federal and State tax refund of approximately $13.9 million relating to taxes paid in Fiscal 2005. Coming into 2008, we’re carrying forward $4.3 million of recognized net operating losses, or NOLs which can be applied to offset future taxable income over the next 20 years. As part of our year-end closing process and in connection with FIN 48, which we adopted in January 2007, we evaluated the recoverability of our deferred tax asset based on foreseeable prospects for near-term profitability. In connection with this evaluation, we elected to maintain a $29.2 million evaluation allowance against that portion of our deferred tax asset that remained after accounting for the filing of our tax refund. This $28.7 million increase in our valuation allowance, which resulted in a reduction in the income tax benefit associated with impairments, write-offs, and other losses, represented $1.78…

Operator

Operator

The first question is from Chris Lucas of Robert Baird. Please go ahead.

Bruce L. Labovitz

Management

Chris, are you there? Christopher Lucas – Robert W. Baird: Hello.

Bruce L. Labovitz

Management

Chris? Christopher Lucas – Robert W. Baird: Yeah.

Bruce L. Labovitz

Management

We got you. Christopher Lucas – Robert W. Baird: You got me?

Bruce L. Labovitz

Management

We can hear you. Christopher Lucas – Robert W. Baird: Okay, good. Chris, could you kind of give us an update on the health of the three primary markets you’re in, sort of more recent data over the last couple of weeks, what you’re seeing in terms of traffic and just the overall condition, and which of the three markets is right now poised for sort of the best 2008, if you don’t mind?

Christopher Clemente

Management

It remains difficult to be able to predict which market’s going to perform better than the others right now. In general, Raleigh has performed better than Washington or Atlanta over the last year or two. We don’t expect that to be any different, but we get into a little bit of grey matter because the Eclipse is doing well in the Washington market and it’s generating numbers that Raleigh can’t do. So in that regard, Washington’s doing reasonably well, but I think Raleigh will certainly be the better of the three markets if I had to pick one at this point. Christopher Lucas – Robert W. Baird: Then you mentioned the Eclipse. Can you give me a breakdown on the settled units in revenues for the east and west buildings through yearend?

Bruce L. Labovitz

Management

Yeah, just give me one second. Let me pull that up, Chris. Christopher Lucas – Robert W. Baird: Can you do the same thing for Inventory, between the east and the west? And while, Bruce, while you’re pulling that up, Chris, can you comment sort of where things are for first quarter sales, or settlements, I should say, at the Eclipse?

Christopher Clemente

Management

First quarter settlements? Christopher Lucas – Robert W. Baird: Yeah, just where we are to date.

Christopher Clemente

Management

Hold on one second.

Bruce L. Labovitz

Management

So far as Q1 Settlements Revenue?

Christopher Clemente

Management

Yeah, go ahead.

Bruce L. Labovitz

Management

Settlement Revenue at the Eclipse for Q1 so far is $2.7 million, of which $2.3 million is in the East Tower and $500,000 is in the West Tower. Christopher Lucas – Robert W. Baird: Bruce, are you still looking up the yearend?

Bruce L. Labovitz

Management

I was just waiting for you. I was giving you the first quarter. Christopher Lucas – Robert W. Baird: Yeah, I was looking, actually, for the cumulative yearend of splits between settled units and revenues for the east and the west buildings at this point.

Bruce L. Labovitz

Management

Yeah, my report is current so let me just run you through it in a little detail, if you don’t mind. Christopher Lucas – Robert W. Baird: Yeah, that’s fine.

Bruce L. Labovitz

Management

In the West Tower, I’ll give the four quarters of revenue. That’s the way I have it broken down. West Tower, Q1 of ’07, 23.8, Q2 is 8 million, and these are rounded. In Q3, it’s 1.6 million, and in Q4 it was zero for the West Tower. In the East Tower, you have none in the first quarter because it wasn’t open yet, 21.6 in the second quarter, 23.5 in the third quarter, and 8.2 in the fourth quarter. If you add all of the total revenue that has been generated project to-date, settled revenue for the East Tower, this includes through Q1 so far, is 55.5 million, and the West Tower is 80.1 million for a total of 135.7. Christopher Lucas – Robert W. Baird: And that’s exclusive of the retail condo?

Bruce L. Labovitz

Management

That’s correct. That’s units only. Christopher Lucas – Robert W. Baird: What’s the inventory split remaining now between the East and the West Tower?

Bruce L. Labovitz

Management

Right now, unsold inventory, which is 117 units. You have 93 in the East Tower, 24 in the West Tower. There’s backlog that exists for in the East Tower and one in the West Tower. Its timing is slightly different from the reference points Chris had in his speech which he described. Christopher Lucas – Robert W. Baird: That’s very helpful. Then…

Bruce L. Labovitz

Management

And then just last bit of information if it’s helpful: In the East Tower, the settled revenue per square foot, as of to date is $506 average, and settled per square foot in the West Tower is $448 average. Christopher Lucas – Robert W. Baird: On the balance sheet, on the liability side, what’s the dollar split between the secured and the unsecured debt?

Bruce L. Labovitz

Management

The unsecured at year-end was the $30 million of the senior unsecured. Christopher Lucas – Robert W. Baird: Plus $9 million today.

Bruce L. Labovitz

Management

That’s correct. Plus there was $1.8 million of corporate borrowing that is unsecured.

Christopher Lucas - Robert W. Baird

Analyst

Then the rest…

Bruce L. Labovitz

Management

It went into the Belmont Bay project.

Christopher Lucas - Robert W. Baird

Analyst

Then the remainder is all secured.

Bruce L. Labovitz

Management

The remainder is all secured through various entities or assets.

Christopher Lucas - Robert W. Baird

Analyst

So with the secured debt, do these loans have recourse beyond the asset they are securing?

Bruce L. Labovitz

Management

Yes.

Christopher Lucas - Robert W. Baird

Analyst

So they are…

Bruce L. Labovitz

Management

They’re all fully guaranteed by Comstock.

Christopher Lucas - Robert W. Baird

Analyst

Okay, so they can go back to the parent?

Bruce L. Labovitz

Management

Yes. They are not cross-defaulted, but they’re not cross-collateralized between lenders. They are recourse to the parent.

Christopher Lucas - Robert W. Baird

Analyst

So in the circumstance with the Gates At Liberon, can you kind of walk me through what the process in say, worse case is, or worse case…

Bruce L. Labovitz

Management

Yeah, the situation at Gates At Liberon, is we have a bank called “Haven Trust” in Atlanta, a small regional bank in that area that is lending to us on one asset, and the borrower in that case is a subsidiary special purpose entity that is a single asset entity. It’s an LLC.

Christopher Clemente

Management

We acquired or adopted this loan as part of the acquisition of Park Ridge/Anway*.

Bruce L. Labovitz

Management

The loan matured in November. We tried to negotiate an appropriate amount of time for everybody to recover what the value they have in that asset. Haven, for whatever reason, was not willing to give the time necessary to allow for the recovery of that asset. I mean the market’s going to take some time. We noticed then that we did not intend to pay them off right away, it wasn’t practical. They noticed us that they did not intend to extend, and that they were initiating foreclosure proceedings. We have been negotiating with them, I would say, somewhat unsuccessfully at this point, to try and find common ground. We believe there is equity in the project. The worst case scenario is that prior to (Well, I’ll take two steps.) prior to their conclusion of foreclosure, we can use our rights under the bankruptcy laws for that special purpose entity, and that entity alone, to stay the process while we work a plan that allows us to recover the equity that we believe is in that asset. If for some reason you’re unsuccessful in all of your efforts and the project goes to foreclosure and ultimately liquidation, there’d be exposure to the parent company becomes whatever the deficiency would be between the sale price of the asset and the amount owed. The amount owed is $4.8 million. At this point I can’t, necessarily, predict what the underlying sale price would be. That’s why we want to protect ourselves from allowing them to liquidate an asset that has value in it. So could it be $1 million of deficiency? I don’t know at this point but I don’t regard it as material in the grand scheme of the debts that we have. Christopher Lucas – Robert W. Baird: Then can you provide some additional color on the KeyBanc term loan that you just executed in terms of the terms, the fees, and the payment conditions?

Bruce L. Labovitz

Management

I’m not sure what more there is there. There are documents filed along with the Q, relative to that loan. I think effectively it is a $40 million revolving facility that is principally put in place for the uses that we outlined: Potomac Yard, Station View, provide financing for the restructuring of the unsecured and provides us with some working capital based on the cash equity that’s currently tied up in Potomac Yard, based on how accelerated the pay down has there under the chorus* loan. It’s a three-year term loan. Starting in 2009, there are target reductions in the outstanding balance there over time. It’s got a LIBOR plus 4 rate. It carries fees and costs of roughly $3.7 million, and there are various mechanics to it, but once the loan is reduced, the outstanding exposure at Potomac Yard is down to a certain threshold levels of per square foot exposure, more cash comes to the Company, and less goes to pay off, although at the beginning, like any loan, it’s a sweep payoff. Also, once the once the loan is retired to, I believe it’s like $30 million, (I may not be exact on that.) we can start the process of revolving it, which is again subject to lender approval, new projects can come in and resolve that available capacity in the loan. Anything else, perhaps, I haven’t covered?

Christopher Lucas - Robert W. Baird

Analyst

No, that’s great.

Christopher Clemente

Management

The thing that you didn’t mention is that with respect to the Station View project, the current loan covers the holding of the land, it does not provide for development funds at this point. The project is basically approved and ready for development, but with the current market conditions, we don’t think it’s prudent to start development of the property at this point anyway. So we’re holding that property, waiting for a reason to start development on it.

Christopher Lucas - Robert W. Baird

Analyst

Then I guess you have, at least if my memory serves me correctly from reading the (k)* quickly last night, you have some debt maturing next week. Is there any other news that you can comment on that and kind of what’s the amount that…?

Bruce L. Labovitz

Management

Yeah, we have continuing obligations. One of our lenders that we have obligations coming due, which is BB&T, they’ve been very accommodating so far, with respect with working with the company, have been one of our longest standing lenders, and I have every expectation that we’ll reach an accommodation with them. Like most banks, they have been overwhelmed by efforts from the market that they’ve had to deal with. So we’re oftentimes happy when we’re not the first call on their list every day.

Christopher Lucas - Robert W. Baird

Analyst

Is that… I mean it sounds like just from sort of the good news/bad news there, is that it sounds like the larger sort of regional and national banks, that you’ve had more success with than your local lenders. Is that a generalization?

Bruce L. Labovitz

Management

Really, other than Haven Trust Bank, I would have to characterize all of our lenders as accommodating and cooperative. I don’t know what (inaudible) are on Haven Bank, even trust at this point, and I wouldn’t want to speculate, but in general, I would certainly say we bank with BB&T, with M&T, with Wachovia, with BofA, with KeyBanc, with RBC, and I think there is a general tone in the market of cooperation that we’re all in it together, we’re all trying to figure out the best way to work out the assets, minimize our exposures and potential losses. I really would have to say at this point, at least in the last several months, that exclusive of Haven, we’ve had pretty good relationships.

Christopher Lucas - Robert W. Baird

Analyst

Then it’s on just a couple of questions about what your anticipated first quarter sort of accounting and tax issues are, as it relates to: You talked about the reduction in the unsecured note balance, is there, I guess the question there is: Is the reported gain for tax purposes, is that going to be offset by your NOLs at this point?

Bruce L. Labovitz

Management

Well, the first $4.2 million or $4.3 million of it, yes. To the extent that there are settlements in the first quarter of inventory that was previously impaired, you will then release additional tax losses that can be then utilized. Now if timing doesn’t work out, and for instance, you don’t have enough release of impaired inventory in the first quarter, you may reflect as of first quarter, a tax expense associated with whatever the residual gain is that we record associated with the discount, but it may then be reversed in second quarter as you release more impaired inventory.

Christopher Lucas - Robert W. Baird

Analyst

Then as far as the cash tax refund is concerned, is there any income recognition there?

Bruce L. Labovitz

Management

No.

Christopher Lucas - Robert W. Baird

Analyst

And then, I guess, just on the tax refund, just a quick point of clarification. You both have referred to the amount as $13.9 million, which was the amount indicated in the press release. The 10(k) indicates $13.0 million.

Bruce L. Labovitz

Management

There’s two different tax refunds. You have federal tax refund at a state…

Christopher Lucas - Robert W. Baird

Analyst

The (k) has 11.2 for federal, and 1.8 for state, and that’s why I’m… I know that’s what it says, approximately, so I guess I’m just…

Bruce L. Labovitz

Management

Yeah, the cash that we’ve received was 13.9.

Christopher Lucas - Robert W. Baird

Analyst

Then lastly, I’ve got to ask this question, Chris: What sort of signal do you think it sends to employees and shareholders when you’re willing to charge and profit from the Company by $200,000 for a three-week tax refund loan?

Christopher Clemente

Management

Keep in mind, that loan was provided for a six-month term, and at the time it was made, nobody had any way of knowing how quickly the company would be in a position to repay it.

Bruce L. Labovitz

Management

Can I jump in? Let me answer that one if I could, Chris, because I was the advocate for taking the loan, so I may be in a good position to answer it. We knew we were filing for the tax refund, and we had filed for it. We didn’t know how long it would take according to PWC that assisted in walking it through, it could have been anywhere from two weeks to six months, but the estimates were somewhere around six to eight weeks. We need liquidity at the time. We looked at it as receivables financing. It was not a market that was anxious to be lending on, effectively, unsecured, although it was secured by the tax refund, there was substantial risk in the company. The board reviewed the proposal and determined that we needed the capital, and that was the cost that was associated with it. We did compete that to see if there were alternatives. There were some much more expensive alternatives, so the board elected to go there. We didn’t expect it to only be a ten-day loan, but I think it worked out in our favor that it was.

Christopher Lucas - Robert W. Baird

Analyst

I appreciate the answer for that question and all of the questions. I’ll hop off now after dominating for so long.

Operator

Operator

Thank you. Our next question is from Jeff Matthews of Ram Partners. Please go ahead. Jeffrey L. Matthews – Ram Partners: Hi, thank you. I’m just curious in terms of the renters who you have in some of the condos. Are they likely buyers down the road or not at all?

Bruce L. Labovitz

Management

Well we sure hope so. I think that there’s definitely a dynamic in the market today, Jeff, (This is Bruce by the way.) I think there’s a dynamic in the markets today that’s really not that consumers aren’t making the decision to rent because they can’t afford, they’re making the rent decision because they’re just unsure. We look at it as a way to get people familiar with one of our communities, to get them attached to it and invested in it, and hopefully we can convert them in the median term to buyers. As of now, we haven’t seen a huge conversion of renters to buyers, but I don’t think it’s necessarily because there’s a lack of desire to buy, it’s just the market is still somewhat skittish about buying.

Jeffrey L. Matthews - Ram Partners

Analyst

So the sort of the credit quality characteristics of those renters is akin to those who would be buying the units down the road if they’re able to do so?

Christopher Clemente

Management

Not always. I mean some people are renting because they can’t qualify for a loan, especially with the way that industry has been shaken up over the last year. Some people, like Bruce said, are renting by choice or just making a temporary housing selection. The best benefit that we get from renting those units is, a couple of things: We’re able to cover our interest carry, or at least part of it, on the project debt, and we’re also able to carry the properties and not be forced to sell them into a depressed market, and additionally, it reduces the amount of units available for sale at the projects, which helps us put a floor on the pricing.

Jeffrey L. Matthews - Ram Partners

Analyst

Sure, and then if I could just follow-up and ask if you’ve seen the actual cost of mortgages coming down to the potential buyers yet, which hasn’t seemed to have happened thus far despite the Fed.

Bruce L. Labovitz

Management

It seems like with the rates coming down, we still haven’t necessarily seen the long part of the curve coming down, and from what we’re able to discern, it still seems like liquidity among the lenders is the concern, and the limited supply. We’re hoping that some of the actions last week that opened up the availability of capital for loan purchases will help. I would certainly think that the regionalization of the Jumbo limits will help the cost of mortgages over time; as the Washington D.C. area probably benefits the most from that.

Jeffrey L. Matthews - Ram Partners

Analyst

Thanks very much. Good luck.

Operator

Operator

Thank you. The next question is from Chris Semple of Capital. Please go ahead. Chris [Semple] – Capital: Can you maybe provide a breakout of the inventory in terms of raw land, developed land, homes being built and finished property?

Bruce L. Labovitz

Management

Not quickly and off the top of my head here on the call. I will say in the (k), we do provide a schedule that breaks down the valuation of inventory between raw land and land under construction, or construction activities.

Chris Semple - Capital

Analyst

What page is that on?

Bruce L. Labovitz

Management

That is F17, and you can see that the breakdown is land and land development costs represent $84.4 million of the $203.9 million of total inventory cost, and therefore cost of construction, which is purely the vertical component of a project, is $119.4 million.

Chris Semple - Capital

Analyst

Of that $203 million or of the two buckets you provide, how much of that has been impaired and to what degree?

Bruce L. Labovitz

Management

When we take impairment charges, we record them against land. So the impairments, cumulatively this year, we took $78 million of impairment.

Chris Semple - Capital

Analyst

But of this $84 million of land, how much has been impaired that you still have?

Bruce L. Labovitz

Management

We still have it all. It would have been higher, the carry cost of it would have been higher had there not been impairments.

Chris Semple - Capital

Analyst

With no impairments, this piece of land would have been $150 million, or your land portfolio would be $150 million or more?

Bruce L. Labovitz

Management

Correct.

Christopher Clemente

Management

We’ve impaired most of the projects and I don’t know if that helps your assessment of the situation.

Chris Semple - Capital

Analyst

Thank you.

Bruce L. Labovitz

Management

Thank you.

Operator

Operator

Thank you. (Operator instructions) The next question is from David Shapiro of EGIS. Please go ahead.

David L. Shapiro - EGIS

Analyst

Hi, how are you doing? Just a quick question: I think I missed some. Barrington, what was the status of that regarding how many units fully constructed and how many units unconstructed as of now?

Bruce L. Labovitz

Management

Sure, one second, let me find that section again. There are 148 total units there. Give me one second here, David, I’m shuffling through. There are 148 total units at Barrington. 65 of them are constructed. That’s made up from four buildings at the project, the fourth building just recently coming to conclusion. We have 42 units rented there, out of what we consider to be 62 available for rent. Three of them are models or offices.

David L. Shapiro - EGIS

Analyst

And the remaining units are in what stage at this point?

Bruce L. Labovitz

Management

It is developed land at this stage. We have remaining pads that we have, at this point, elected not to commence construction on.

David L. Shapiro - EGIS

Analyst

I don’t know if you went over this either, I joined late here, on the Comstock, what is your remaining square footage and the estimated blended sellout of square foot?

Bruce L. Labovitz

Management

At what project?

David L. Shapiro - EGIS

Analyst

Comstock. I’m sorry, not Comstock, Eclipse. Sorry.

Bruce L. Labovitz

Management

Not a problem dude. Right now, unsold square footage in the East Tower is 99,172. In the West Tower is 25,133, for a total of 124,305 square feet.

David L. Shapiro - EGIS

Analyst

And that’s as of the end of the first quarter?

Bruce L. Labovitz

Management

Right now, as of today.

Christopher Clemente

Management

Monday.

Bruce L. Labovitz

Management

Currently, we are projecting $538 a square foot as our gross ask price on the remaining inventory.

David L. Shapiro - EGIS

Analyst

That’s helpful. What was the carried asset value at 12/31 for the project, for the Eclipse project?

Bruce L. Labovitz

Management

Just a second, we’re pulling that up. If you have another question, go ahead. We’re just pulling it up.

David L. Shapiro - EGIS

Analyst

Sure. The Gates At Liberon project, the one that you’re sort of in foreclosure negotiations on, what was the carrying value of that project right now? I know you reported the debt.

Bruce L. Labovitz

Management

Yeah, the carry value on that one is, I’m sorry, going back to the previous question, the carry value on Potomac Yard is $48.5 million today.

David L. Shapiro - EGIS

Analyst

Today, okay.

Bruce L. Labovitz

Management

Yeah, at 12/31, excuse me.

David L. Shapiro - EGIS

Analyst

Oh 12/31, all right.

Bruce L. Labovitz

Management

And the carry value at Gates At Liberon, I believe is in the fours as well.

David L. Shapiro - EGIS

Analyst

So it approximates the debt?

Bruce L. Labovitz

Management

The carry value, it has been impaired. As I said, we still believe that it’s a good project, in a good location. We are retooling the product. We are in the process of retooling the product there. That project was originally introduced with houses that were in the $600,000 and $700,000 price points.

Christopher Clemente

Management

Before we purchased the Company…

Bruce L. Labovitz

Management

Yeah, we worked through the inventory that was under construction for those price points and have since designed a product and have plans to bring $400,000 to $500,000 product to that location. So 4.8 was the carry value at 12/31 at that project.

David L. Shapiro - EGIS

Analyst

When you take a look at your Atlanta land positions, the ones that you don’t really have in your active category, what’s your approximate exposure there on carrying value, for roughly, for all your undeveloped land projects?

Bruce L. Labovitz

Management

Well if we go to, again, back to the (k) to schedule segment reporting, we can look at what the asset carry values are in each of the…

David L. Shapiro - EGIS

Analyst

Right, I think you have about 50 million in Atlanta. I’m just sort of wondering what is really the non active land portion.

Bruce L. Labovitz

Management

The inactive portion of the land there, if I have to sort of approximate it, I would say, probably a third to a half of that, I would characterize today as inactive by choice. There are projects in Atlanta that we think are still going to be good projects, but today’s not the day to be investing in them, Rhode* as an example, a very nice project, just not the right time to be investing capital in it, so in many cases we have made the determination to sit on these land assets. They’re still active in the sense that we still monitor them, we protect their entitlements, but we’re not actively developing there.

David L. Shapiro - EGIS

Analyst

As we go out here, we’re looking at a 2008 year and by all accounts, it’s probably going to be very weak again, at least for the first three quarters. You sort of indicated you’re at a $24 million SG&A run rate for ’08. I’m assuming, how much of that are you including stock comp in, or is that really $24 million of cash technically?

Bruce L. Labovitz

Management

There will be no stock comp charge, other than a very diminutive amount associated with some residual options.

David L. Shapiro - EGIS

Analyst

Did you accelerate of that?

Bruce L. Labovitz

Management

Because we accelerated all of that, and I’m hopeful that we’ll see more, I’m not just yet at a position to be able to commit. I think really the area where we’re really doing a lot of hard work on what’s the right spending level is in marketing advertising and merchandising. Recently we’ve undertaken an effort to consolidate selling operations that used to be in three or four different disparent* models in individual communities and consolidated them into one community, and that will certainly help. So I think our biggest focus continues to be on keeping the right size staff because we still are in the business, and there’s still a lot of critical functions that need to be done here, and looking at where you can save money because the market’s just not responding anyway. I think that’s where you’ll see the next round of compression.

David L. Shapiro - EGIS

Analyst

I guess I’m just, as I go out and take a look at this; I’m taking a look at a $24 million SG&A run rate off, and essentially you’re not getting any margin outside of the Eclipse on any gross margin that is on the material amount of your homebuilding activities right now.

Bruce L. Labovitz

Management

Keep in mind, David, in a post-impairment, you create gross margin on assets. So you’ve been seeing the assets as they’ve been pre and in the process of being impaired. Now that we’re hopefully in a post-impairment world, there’s margin room in the sale of the assets.

David L. Shapiro - EGIS

Analyst

Okay, because even before the impairment for the most recent quarter ticket, you were still at essentially zero gross margin.

Bruce L. Labovitz

Management

In the third quarter we took a substantial impairment, keeping in mind the impairments gets spread over the residual assets in each project. So there’s $70 million of reduced carry costs that will, if models hold, and markets, either, stay static or improve even a little bit, should generate positive gross margin. I think the answer is that we certainly have our eye on the overheads. We don’t want to overreact, we don’t want to under react. It’s a balancing act.

David L. Shapiro - EGIS

Analyst

I mean it just seems after this year, you have a nice gain coming from the step transaction. You have another nice gain coming through the eventual sale out of the Eclipse, which hopefully will happen this year, but after that, it’s sort of a case where the SG&A is going to run the equity down pretty quickly, unless of course you have a pickup in the market. So I guess, does management have a goal in mind where they say, “Maybe it’s time to put the Company up for sale.”

Christopher Clemente

Management

That’s an interesting question, especially the way that you present it. The truth is that we’ll continue to focus on the fundamentals of our business while we explore every option for increasing shareholder value, and if that includes, if the best decision is to sell the Company, we’ll sell the Company. If we honestly believe that we have a way to increase shareholder value over time without doing that, then we won’t. We don’t rule anything out. We’ve always run our business over the last 20-some years, with an opportunistic view towards the operations and the projects that we do. We certainly cannot guarantee market improvement, but we can look at historical trends and be relatively comfortable that it will come in time. The market will come back in time, and our job as managers of this Company and the equity that the shareholders hold in it, is to do everything we can now, while we’re waiting for markets to recover, to insure that we’re positioned appropriately when the time comes. We spent last year doing everything we possible could to reduce cost, to accelerate costs so that we could get an out of future periods to impair projects. I feel far better today, than I did a year ago, about the prospects of this Company. Like I said, we can’t estimate, and we certainly can’t guarantee market recoveries, but we’re in a far better position today in terms of debt balances, in terms of cash burn, in terms of overhead structures, than we were at any time previously since this downturn began.

David L. Shapiro - EGIS

Analyst

Thank you very much, and good luck on hunkering down here.

Operator

Operator

Thank you.

Bruce L. Labovitz

Management

Why don’t we turn the call back over to Chris and we’ll conclude.

Christopher Clemente

Management

I think we will bring the call to a close. I’d like to reassure the market that we are committed to taking the steps necessary to survive this downturn and to position our Company to benefit early in the eventual market recovery. As I just said, we’ll continue to focus on the fundamentals of our business, and we will explore every available option for increasing shareholder value in the short-term and the long-term. We believe that our accomplishments during ’07 are positive and speak to the dedication of every member of the Comstock team to achieving our objective of restoring profitability and shareholder value. I thank you for participation today. Have a nice day.

Operator

Operator

Thank you. The conference is now ended. (Operator instructions) Thank you for your participation.