8-K
Comstock Holding Companies, Inc. (CHCI)
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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 10, 2022
Comstock Holding Companies, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-32375 | 20-1164345 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
1900 Reston Metro Plaza, 10TH Floor
Reston, Virginia 20190
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (703) 230-1985
(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:
| ☐ | 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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, par value $0.01 | CHCI | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On November 10, 2022, Comstock Companies, Inc. (the “Company”) issued a press release providing information regarding earnings for the three and nine months ended September 30, 2022. A copy of the press release is attached hereto as Exhibit 99.1.
The information including Exhibit 99.1 in Item 2.02 of this Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, except as shall otherwise be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit<br>Number | Description |
|---|---|
| 99.1 | Comstock Holding Companies, Inc. press release, datedNovember 10, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| COMSTOCK HOLDING COMPANIES, INC. | ||
|---|---|---|
| Date: November 10, 2022 | By: | /s/ CHRISTOPHER CLEMENTE |
| Christopher Clemente<br><br>Chairman and Chief Executive Officer |
Document
Comstock Reports Third Quarter 2022 Results
•Revenue increased 26% to $12.8 million in Q3 2022 vs. $10.1 million in Q3 2021; YTD revenue increased 29% to $30.0 million vs. $23.3 million in 2021
•Operating income increased 24% to $3.9 million in Q3 2022 vs. $3.1 million in Q2 2021; YTD operating income increased 56% to $6.4 million in Q3 2022 vs. $4.1 million in 2021
•Further strengthened balance sheet through pay off of $5.5 million balance on $10.0 million revolving credit facility
RESTON, Va. — November 10, 2022 — Comstock Holding Companies, Inc. (Nasdaq: CHCI) (“Comstock” or the “Company”) announced its financial results for the three and nine months ended September 30, 2022.
“We continue to achieve positive financial results, primarily driven by the consistency and strength of our Anchor Portfolio and highlighted by our 9th consecutive quarter of year-over-year top line growth,” said Christopher Clemente, Comstock’s Chairman and Chief Executive Officer. “We completed the deleveraging of our balance sheet by paying off our last remaining debt, minimizing the risk associated with rising interest rates and positioning us to continue our recent trend of year-over-year revenue and earnings growth. Our growing revenue pipeline and our low-leverage, asset-light business model will drive further earnings growth, allowing us to out-perform many industry peers and deliver value for our shareholders.”
Key Performance Metrics1
| ( in thousands, except per share data) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Revenue | Q3 2021 | YTD 2022 | YTD 2021 | |||||
| 12,813 | $ | 10,164 | $ | 30,011 | $ | 23,328 | ||
| Income from operations | 3,875 | $ | 3,137 | $ | 6,357 | $ | 4,072 | |
| Net income2 | 3,057 | 6,417 | 15,096 | |||||
| Adjusted EBITDA | 4,143 | $ | 3,317 | $ | 7,137 | $ | 4,595 | |
| Net income per share — diluted | 0.37 | $ | 0.34 | $ | 0.90 | $ | 1.67 | |
| Managed Portfolio - # of assets | 30 | 40 | 30 | |||||
| 1 | All amounts represent continuing operations. Please see the included financial tables for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure | |||||||
| 2 | Net income for YTD 2021 includes the impact of a 11.3 million tax benefit stemming from the partial release of deferred tax valuation allowance. Excluding this impact, YTD 2022 net income increased 70% vs. the prior year, to 6.5 million |
All values are in US Dollars.
Q3 2022 Highlights
•Recognized $3.9 million incentive fee revenue based on achievement of operating asset stabilization, pursuant to the terms of the 2022 Asset Management Agreement (“2022 AMA”).
•Continued to deleverage the balance sheet to reduce exposure to increasing interest rates through $5.5 million full pay down of outstanding principal balance on $10.0 million revolving credit facility.
•Secured approximately 98,000 square feet of new leases in Q3 related to office and retail assets, including a lease to Puttshack, whose 29,000 square foot facility will anchor Phase II of Reston Station, (which is currently under construction) and will be the first active entertainment venue of its kind in the area; Portfolio-wide, new leases secured year-to-date now at nearly 350,000 square feet.
•Advanced development of Phase II of Reston Station, the Reston Row District, that includes approximately 500,000 square feet of office space in two Trophy-Class towers, 450 multi-family units, 136,000 square feet of retail, dining, and entertainment venues, and Virginia’s first JW Marriott luxury hotel and branded condominium tower.
•Further expansion of managed assets in the Anchor Portfolio via significant additions land to the Reston Station development, including approximately 8 acres across Wiehle Avenue from the JW Marriott hotel/condo that will represent Phase III of Reston Station and approximately 3 acres located at the intersection of Reston Station Boulevard and Metro Center Drive. The Reston Station neighborhood now covers nearly 80 acres spanning the Dulles Toll Road and surrounding the Wiehle Reston-East Metro Station.
•Continued expansion of the ParkX portfolio of managed commercial garages, with new locations open or coming soon in Fairfax County, Montgomery County, and Washington, D.C.
•Utilization of leased commercial properties in our managed portfolio increased during the period, a trend that began early in the year.
•Residential portfolio continues to experience year-over-year growth in occupancy levels and revenue.
About Comstock
Founded in 1985, Comstock is a leading developer, investor, and asset manager of mixed-use and transit-oriented properties in the Washington, D.C. region. With a managed portfolio comprising approximately 10 million square feet of transit-oriented and mixed-use properties, including stabilized and development assets strategically located at key Metro stations, Comstock is at the forefront of the urban transformation taking place in the fastest growing segments of one of the nation’s best real estate markets. Comstock’s developments include some of the largest and most prominent mixed-use and transit-oriented projects in the mid-Atlantic region, as well as multiple large-scale public-private partnership developments. For more information, please visit Comstock.com.
Cautionary Statement Regarding Forward-Looking Statements
This release may include "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 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. Any number of important factors could cause actual results to differ materially from those in the forward-looking statements. Additional information concerning important risk factors and uncertainties can be found under the heading "Risk Factors" in our latest Annual Report on Form 10-K, as filed with the Securities and Exchange Commission. Comstock specifically disclaims any
obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.
| Investor Contact | Media Contact |
|---|---|
| Christopher Guthrie | Shanna Wilson |
| Executive Vice President & Chief Financial Officer | shanna.wilson@allisonpr.com |
| cguthrie@comstock.com | 917-674-3096 |
| 703-230-1292 |
COMSTOCK HOLDING COMPANIES, INC.
Consolidated Balance Sheets
(Unaudited; In thousands)
| September 30, | December 31, | |||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 5,357 | $ | 15,823 |
| Accounts receivable, net | 793 | 46 | ||
| Accounts receivable - related parties | 6,884 | 1,697 | ||
| Prepaid expenses and other current assets | 339 | 197 | ||
| Current assets held for sale | — | 2,313 | ||
| Total current assets | 13,373 | 20,076 | ||
| Fixed assets, net | 404 | 264 | ||
| Intangible assets | 144 | — | ||
| Leasehold improvements, net | 126 | — | ||
| Investments in real estate ventures | 7,207 | 4,702 | ||
| Operating lease assets | 6,807 | 7,245 | ||
| Deferred income taxes, net | 11,470 | 11,300 | ||
| Other assets | 22 | 15 | ||
| Total assets | $ | 39,553 | $ | 43,602 |
| Liabilities and Stockholders' Equity | ||||
| Current liabilities: | ||||
| Accrued personnel costs | 4,307 | 3,468 | ||
| Accounts payable and accrued liabilities | 818 | 783 | ||
| Current operating lease liabilities | 692 | 616 | ||
| Current liabilities held for sale | — | 1,194 | ||
| Total current liabilities | 5,817 | 6,061 | ||
| Credit facility - due to affiliates | — | 5,500 | ||
| Operating lease liabilities | 6,393 | 6,745 | ||
| Total liabilities | 12,210 | 18,306 | ||
| Stockholders' equity: | ||||
| Series C preferred stock | — | 6,765 | ||
| Class A common stock | 93 | 81 | ||
| Class B common stock | 2 | 2 | ||
| Additional paid-in capital | 201,330 | 200,617 | ||
| Treasury stock | (2,662) | (2,662) | ||
| Accumulated deficit | (171,420) | (179,507) | ||
| Total stockholders' equity | 27,343 | 25,296 | ||
| Total liabilities and stockholders' equity | $ | 39,553 | $ | 43,602 |
COMSTOCK HOLDING COMPANIES, INC.
Consolidated Statements of Operations
(Unaudited; In thousands, except per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| Revenue | $ | 12,813 | $ | 10,164 | $ | 30,011 | $ | 23,328 |
| Operating costs and expenses: | ||||||||
| Cost of revenue | 8,346 | 6,695 | 22,112 | 18,275 | ||||
| Selling, general, and administrative | 537 | 309 | 1,393 | 916 | ||||
| Depreciation and amortization | 55 | 23 | 149 | 65 | ||||
| Total operating costs and expenses | 8,938 | 7,027 | 23,654 | 19,256 | ||||
| Income (loss) from operations | 3,875 | 3,137 | 6,357 | 4,072 | ||||
| Other income (expense): | ||||||||
| Interest expense | (94) | (60) | (222) | (176) | ||||
| Gain (loss) on real estate ventures | (31) | 1 | 238 | (93) | ||||
| Other income (expense), net | 1 | 4 | 2 | 4 | ||||
| Income (loss) from continuing operations before income tax | 3,751 | 3,082 | 6,375 | 3,807 | ||||
| Provision for (benefit from) income tax | 62 | 25 | (42) | (11,289) | ||||
| Net income (loss) from continuing operations | 3,689 | 3,057 | 6,417 | 15,096 | ||||
| Net income (loss) from discontinued operations, net of tax | (99) | (137) | (376) | (724) | ||||
| Net income (loss) | 3,590 | 2,920 | 6,041 | 14,372 | ||||
| Impact of Series C preferred stock redemption | — | — | 2,046 | — | ||||
| Net income (loss) attributable to common shareholders | $ | 3,017 | $ | 11,205 | $ | 4,764 | $ | 11,452 |
| Weighted-average common stock outstanding: | ||||||||
| Basic | 9,464 | 8,234 | 8,806 | 8,205 | ||||
| Diluted | 10,007 | 9,072 | 9,363 | 9,030 | ||||
| Net income (loss) per share: | ||||||||
| Basic - Continuing operations | $ | 0.39 | $ | 0.37 | $ | 0.96 | $ | 1.84 |
| Basic - Discontinued operations | (0.01) | (0.02) | (0.04) | (0.09) | ||||
| Basic net income (loss) per share | $ | 0.38 | $ | 0.35 | $ | 0.92 | $ | 1.75 |
| Diluted - Continuing operations | $ | 0.37 | $ | 0.34 | $ | 0.90 | $ | 1.67 |
| Diluted - Discontinued operations | (0.01) | (0.02) | (0.04) | (0.08) | ||||
| Diluted net income (loss) per share | $ | 0.36 | $ | 0.32 | $ | 0.86 | $ | 1.59 |
COMSTOCK HOLDING COMPANIES, INC.
Non-GAAP Financial Measures
(Unaudited; In thousands)
Adjusted EBITDA
The following table presents a reconciliation of net income (loss) from continuing operations, the most directly comparable financial measure as measured in accordance with GAAP, to Adjusted EBITDA:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| Net income (loss) from continuing operations | $ | 3,689 | $ | 3,057 | $ | 6,417 | $ | 15,096 |
| Interest expense | 94 | 60 | 222 | 176 | ||||
| Income taxes | 62 | 25 | (42) | (11,289) | ||||
| Depreciation and amortization | 55 | 23 | 149 | 65 | ||||
| Stock-based compensation | 212 | 153 | 629 | 454 | ||||
| (Gain) loss on equity method investments | 31 | (1) | (238) | 93 | ||||
| Adjusted EBITDA | $ | 4,143 | $ | 3,317 | $ | 7,137 | $ | 4,595 |
We define Adjusted EBITDA as net income (loss) from continuing operations, excluding the impact of interest expense (net of interest income), income taxes, depreciation and amortization, stock-based compensation, and gain or loss on equity method investments.
We use Adjusted EBITDA to evaluate financial performance, analyze the underlying trends in our business and establish operational goals and forecasts that are used when allocating resources. We expect to compute Adjusted EBITDA consistently using the same methods each period.
We believe Adjusted EBITDA is a useful measure because it permits investors to better understand changes over comparative periods by providing financial results that are unaffected by certain non-cash items that are not considered by management to be indicative of our operational performance.
While we believe that Adjusted EBITDA is useful to investors when evaluating our business, it is not prepared and presented in accordance with GAAP, and therefore should be considered supplemental in nature. Adjusted EBITDA should not be considered in isolation, or as a substitute, for other financial performance measures presented in accordance with GAAP. Adjusted EBITDA may differ from similarly titled measures presented by other companies.
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