Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 15-May-15 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CHCI | |
Entity Registrant Name | Comstock Holding Companies, Inc. | |
Entity Central Index Key | 1299969 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,769,030 | |
Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,733,500 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
ASSETS | ||
Cash and cash equivalents | $5,430 | $7,498 |
Restricted cash | 1,891 | 1,779 |
Trade receivables | 988 | 110 |
Real estate inventories | 44,674 | 40,889 |
Property, plant and equipment, net | 443 | 395 |
Other assets | 5,432 | 5,696 |
TOTAL ASSETS | 58,858 | 56,367 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable and accrued liabilities | 9,661 | 8,538 |
Notes payable - secured by real estate inventories | 28,923 | 28,379 |
Notes payable - due to affiliates, unsecured, net of discount | 17,700 | 15,488 |
Notes payable - unsecured | 1,935 | 2,064 |
Income taxes payable | 80 | 43 |
TOTAL LIABILITIES | 58,299 | 54,512 |
Commitments and contingencies (Note 8) | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Additional paid-in capital | 171,752 | 171,452 |
Accumulated deficit | -172,161 | -171,218 |
TOTAL COMSTOCK HOLDING COMPANIES, INC. (DEFICIT) EQUITY | -2,852 | -2,131 |
Non-controlling interest | 3,411 | 3,986 |
TOTAL EQUITY | 559 | 1,855 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 58,858 | 56,367 |
Class A [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock | 192 | 191 |
Treasury stock, at cost (598,994 and 522,033 shares Class A common stock, respectively) | -2,662 | -2,583 |
TOTAL EQUITY | 192 | 191 |
Class B [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock | 27 | 27 |
TOTAL EQUITY | $27 | $27 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Class A [Member] | ||
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 77,266,500 | 77,266,500 |
Common stock, shares issued | 19,221,030 | 19,099,722 |
Common stock, shares outstanding | 19,221,030 | 19,099,722 |
Treasury stock, shares | 598,994 | 522,033 |
Class B [Member] | ||
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 2,733,500 | 2,733,500 |
Common stock, shares issued | 2,733,500 | 2,733,500 |
Common stock, shares outstanding | 2,733,500 | 2,733,500 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues | ||
Revenue-homebuilding | $10,010 | $7,831 |
Revenue-other | 307 | 123 |
Total revenue | 10,317 | 7,954 |
Expenses | ||
Cost of sales-homebuilding | 8,590 | 6,256 |
Cost of sales-other | 165 | 93 |
Sales and marketing | 425 | 538 |
General and administrative | 1,897 | 1,889 |
Interest and real estate tax expense | 170 | 2 |
Operating loss | -930 | -824 |
Other income, net | 192 | 55 |
Loss before income tax benefit (expense) | -738 | -769 |
Income tax benefit (expense) | 70 | -74 |
Net loss | -668 | -843 |
Less: Net income attributable to non-controlling interests | 275 | 736 |
Net loss attributable to Comstock Holding Companies, Inc. | ($943) | ($1,579) |
Basic net loss per share | ($0.04) | ($0.08) |
Diluted net loss per share | ($0.04) | ($0.08) |
Basic weighted average shares outstanding | 21,268 | 20,935 |
Diluted weighted average shares outstanding | 21,268 | 20,935 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders' Equity (USD $) | Total | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings (Deficit) [Member] | Non-Controlling Interest [Member] | Class A [Member] | Class B [Member] |
Share data in Thousands | |||||||
Beginning Balance at Dec. 31, 2013 | $19,059,000 | $170,811,000 | ($2,480,000) | ($164,379,000) | $14,894,000 | $186,000 | $27,000 |
Beginning Balance, shares at Dec. 31, 2013 | 18,629 | 2,733 | |||||
Stock compensation and issuances | 279,000 | 277,000 | 2,000 | ||||
Stock compensation and issuances, shares | 189 | ||||||
Shares withheld related to net share settlement of restricted stock awards | -58,000 | -58,000 | |||||
Shares withheld related to net share settlement of restricted stock awards, shares | -38 | ||||||
Non-controlling interest contributions | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Non-controlling interest distributions | -2,117,000 | -2,117,000 | |||||
Net (loss) income | -843,000 | -1,579,000 | 736,000 | ||||
Ending Balance at Mar. 31, 2014 | 16,320,000 | 171,030,000 | -2,480,000 | -165,958,000 | 13,513,000 | 188,000 | 27,000 |
Ending Balance, shares at Mar. 31, 2014 | 18,780 | 2,733 | |||||
Beginning Balance at Dec. 31, 2014 | 1,855,000 | 171,452,000 | -2,583,000 | -171,218,000 | 3,986,000 | 191,000 | 27,000 |
Beginning Balance, shares at Dec. 31, 2014 | 19,100 | 2,733 | |||||
Stock compensation and issuances | 110,000 | 109,000 | 1,000 | ||||
Stock compensation and issuances, shares | 125 | ||||||
Warrants | 222,000 | 221,000 | 1,000 | ||||
Warrants, shares | 84 | ||||||
Shares withheld related to net share settlement of restricted stock awards | -31,000 | -30,000 | -1,000 | ||||
Shares withheld related to net share settlement of restricted stock awards, shares | -87 | ||||||
Stock repurchases | -79,000 | -79,000 | |||||
Non-controlling interest distributions | -850,000 | -850,000 | |||||
Net (loss) income | -668,000 | -943,000 | 275,000 | ||||
Ending Balance at Mar. 31, 2015 | $559,000 | $171,752,000 | ($2,662,000) | ($172,161,000) | $3,411,000 | $192,000 | $27,000 |
Ending Balance, shares at Mar. 31, 2015 | 19,222 | 2,733 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net loss | ($668) | ($843) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Amortization of loan discount and deferred financing fees | 102 | 69 |
Deferred income tax benefit | -108 | |
Depreciation expense | 26 | 24 |
Gain on derivative | -154 | |
Earnings from unconsolidated joint venture, net of distributions | -4 | 34 |
Amortization of stock compensation | 76 | 134 |
Changes in operating assets and liabilities: | ||
Restricted cash | -15 | -199 |
Trade receivables | -620 | -177 |
Real estate inventories | -3,776 | -1,216 |
Other assets | 404 | -171 |
Accrued interest | 113 | 194 |
Accounts payable and accrued liabilities | 812 | -238 |
Income taxes payable | 37 | -202 |
Net cash used in operating activities | -3,775 | -2,591 |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | -74 | -4 |
Note receivable | 8 | |
Restricted cash | -97 | -107 |
Net cash used in investing activities | -163 | -111 |
Cash flows from financing activities: | ||
Proceeds from notes payable | 10,283 | 5,405 |
Payments on notes payable | -7,309 | -5,060 |
Loan financing costs | -145 | |
Distributions to non-controlling interests | -850 | -2,117 |
Taxes paid related to net share settlement of equity awards | -30 | -58 |
Repurchase of stock | -79 | |
Net cash provided by (used in) financing activities | 1,870 | -1,830 |
Net decrease in cash and cash equivalents | -2,068 | -4,532 |
Cash and cash equivalents, beginning of period | 7,498 | 11,895 |
Cash and cash equivalents, end of period | 5,430 | 7,363 |
Supplemental cash flow information: | ||
Interest paid, net of interest capitalized | 54 | -263 |
Income taxes paid | -125 | -276 |
Supplemental disclosure for non-cash activity: | ||
Increase in Class A common stock par value in connection with issuance of stock compensation | 1 | 2 |
Accrued liability settled through issuance of stock | 25 | 129 |
Discount on notes payable | ($490) |
Organization_and_Basis_of_Pres
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | 1. ORGANIZATION AND BASIS OF PRESENTATION |
The accompanying unaudited financial statements of Comstock Holding Companies, Inc. and subsidiaries (“Comstock” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Such financial statements do not include all of the information and disclosures required by GAAP for complete financial statements. In our opinion, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included in the accompanying financial statements. For further information and a discussion of our significant accounting policies, other than discussed below, refer to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. | |
Comstock Holding Companies, Inc., incorporated in 2004 as a Delaware corporation is a multi-faceted real estate development and construction services company focused in the Washington, D.C. metropolitan area (Washington D.C., Northern Virginia and Maryland suburbs of Washington D.C.). We have substantial experience with building a diverse range of products including multi-family, single-family homes, townhouses, mid-rise condominiums, high-rise multi-family condominiums and mixed-use (residential and commercial) developments. References in this Form 10-Q to “Comstock,” “Company,” “we,” “our” and “us” refer to Comstock Holding Companies, Inc. together in each case with our subsidiaries and any predecessor entities unless the context suggests otherwise. | |
The Company’s Class A common stock is traded on the NASDAQ Capital Market (“NASDAQ”) under the symbol CHCI and has no public trading history prior to December 17, 2004. | |
For the three months ended March 31, 2015 and 2014, comprehensive loss equaled net loss; therefore, a separate statement of comprehensive loss is not included in the accompanying consolidated financial statements. | |
Liquidity and Capital Resources | |
We require capital to operate, to post deposits on new deals, to purchase and develop land, to construct homes, to fund related carrying costs and overhead and to fund various advertising and marketing programs to generate sales. These expenditures include payroll, community engineering, entitlement, architecture, advertising, utilities and interest as well as the construction costs of our homes. Our sources of capital include, and should continue to include, private equity and debt placements (which has included significant participation from Company insiders), funds derived from various secured and unsecured borrowings to finance acquisition, development and construction on acquired land, cash flow from operations, which includes the sale and delivery of constructed homes, finished and raw building lots and the potential sale of public debt and equity securities. In addition, the Company is involved in ongoing discussions with lenders and equity sources in an effort to provide additional growth capital to fund various new business opportunities. | |
During the three months ended March 31, 2015, the Company received proceeds of $3.1 million under the CGF loan agreement. Subsequent to March 31, 2015 and through the report date, the Company received $0.5 million in additional proceeds under the CGF loan agreement. | |
We have outstanding borrowings with various financial institutions and other lenders that have been used to finance the acquisition, development and construction of real estate projects. The Company has generally financed its development and construction activities on a single or multiple project basis so it is not uncommon for each project or collection of projects the Company develops and builds to have a separate credit facility. Accordingly, the Company typically has had numerous credit facilities and lenders. As of March 31, 2015, the Company has $26.7 million of its credit facilities and project related loans that mature during 2015. Subsequent to quarter end, the Company secured an extension on $2.7 million, of the $26.7 million, which was scheduled to mature in the second quarter of 2015. The extension provides for an additional 12 months, to the second quarter of 2016, with an automatic extension for an additional 12 months, subject to meeting certain conditions (additional details are provided in Note 17). In addition, certain of our credit facilities are guaranteed by our Chief Executive Officer. | |
We are in active discussions with our lenders with respect to these maturities and are seeking extensions and modifications to the loans as necessary. The current performance of the projects and our early discussions with our lenders indicates that we will likely be successful in extending or modifying these loans, though no assurances can be made that we will be successful in these efforts. We are anticipating that with successful resolution of those discussions with our lenders, the expected proceeds from the aforementioned private placements, current available cash on hand and additional cash from settlement proceeds at existing and under development communities, the Company should have sufficient financial resources to sustain its operations through the next twelve months, though no assurances can be made that the Company will be successful in its efforts. The Company will also focus on its cost structure in an effort to conserve cash and manage expenses. Such actions may include cost reductions and/or deferral arrangements with respect to current operating expenses. | |
See Note 11 and Note 13 for details on private placement offerings and for more details on our credit facilities, respectively in the accompanying consolidated financial statements. | |
Use of Estimates | |
Our financial statements have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts for the reporting periods. We base these estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. On an ongoing basis, we evaluate these estimates and judgments. Actual results may differ from those estimates under different assumptions or conditions. | |
Recently Issued Accounting Standards | |
In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”). The new guidance provides an additional requirement for a limited partnership or similar entity to qualify as a voting interest entity, amending the criteria for consolidating such an entity and eliminating the deferral provided under previous guidance for investment companies. In addition, the new guidance amends the criteria for evaluating fees paid to a decision maker or service provider as a variable interest and amends the criteria for evaluating the effect of fee arrangements and related parties on a VIE primary beneficiary determination. This guidance is effective for interim and annual reporting periods beginning after December 15, 2015. The Company is currently evaluating this guidance to determine any impact on its consolidated financial statements. | |
In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs to be presented on the balance sheet as a direct deduction from the related debt liability, similar to the presentation of debt discounts or premiums. The costs will continue to be amortized to interest expense using the effective interest method. ASU 2015-03 requires retrospective application to all prior periods presented in the financial statements. Upon transition, an entity is required to comply with the applicable disclosures for a change in accounting principle. The guidance within ASU 2015-03 will be effective for the Company’s first fiscal year beginning after December 15, 2015, but early adoption is permitted. The Company is currently evaluating this guidance to determine any impact on its consolidated financial statements. |
Real_Estate_Inventories
Real Estate Inventories | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Real Estate [Abstract] | |||||||||
Real Estate Inventories | 2. REAL ESTATE INVENTORIES | ||||||||
After impairments and write-offs, real estate held for development and sale consists of the following: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Land and land development costs | $ | 25,048 | $ | 22,487 | |||||
Cost of construction (including capitalized interest and real estate taxes) | 19,626 | 18,402 | |||||||
$ | 44,674 | $ | 40,889 | ||||||
Warranty_Reserve
Warranty Reserve | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Guarantees [Abstract] | |||||||||
Warranty Reserve | 3. WARRANTY RESERVE | ||||||||
Warranty reserves for units settled are established to cover potential costs for materials and labor with regard to warranty-type claims expected to arise during the typical one-year warranty period provided by the Company or within the two-year statutorily mandated structural warranty period for condominiums. Because the Company typically subcontracts its homebuilding work, subcontractors are required to provide the Company with an indemnity and a certificate of insurance prior to receiving payments for their work. Claims relating to workmanship and materials are generally the primary responsibility of the subcontractors and product manufacturers. The warranty reserve is established at the time of closing, and is calculated based upon historical warranty cost experience and current business factors. This reserve is an estimate and actual warranty costs could vary from these estimates. Variables used in the calculation of the reserve, as well as the adequacy of the reserve based on the number of homes still under warranty, are reviewed on a periodic basis. Warranty claims are directly charged to the reserve as they arise. | |||||||||
The following table is a summary of warranty reserve activity which is included in accounts payable and accrued liabilities: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Balance at beginning of period | $ | 492 | $ | 510 | |||||
Additions | 42 | 38 | |||||||
Releases and/or charges incurred | (172 | ) | (34 | ) | |||||
Balance at end of period | $ | 362 | $ | 514 | |||||
Capitalized_Interest_and_Real_
Capitalized Interest and Real Estate Taxes | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Text Block [Abstract] | |||||||||
Capitalized Interest and Real Estate Taxes | 4. CAPITALIZED INTEREST AND REAL ESTATE TAXES | ||||||||
Interest and real estate taxes incurred relating to the development of lots and parcels are capitalized to real estate inventories during the active development period, which generally commences when borrowings are used to acquire real estate assets and ends when the properties are substantially complete or the property becomes inactive. A project becomes inactive when development and construction activities have been suspended indefinitely. Interest is capitalized based on the interest rate applicable to specific borrowings or the weighted average of the rates applicable to other borrowings during the period. Interest and real estate taxes capitalized to real estate inventories are expensed as a component of cost of sales as related units are sold. | |||||||||
The following table is a summary of interest and real estate taxes incurred and capitalized and interest and real estate taxes expensed for units settled: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Total interest incurred and capitalized | $ | 761 | $ | 530 | |||||
Total real estate taxes incurred and capitalized | 68 | 53 | |||||||
Total interest and real estate taxes incurred and capitalized | $ | 829 | $ | 583 | |||||
Interest expensed as a component of cost of sales | $ | 380 | $ | 52 | |||||
Real estate taxes expensed as a component of cost of sales | 38 | 31 | |||||||
Interest and real estate taxes expensed as a component of cost of sales | $ | 418 | $ | 83 | |||||
The amount of interest from entity level borrowings that we are able to capitalize in accordance with the accounting standards is dependent upon the average accumulated expenditures that exceed project specific borrowings. Additionally when a project becomes inactive, its interest, real estate taxes and indirect production overhead costs are no longer capitalized but rather expensed in the period in which they are incurred. Following is a breakdown of the interest and real estate taxes expensed in the consolidated statement of operations for the respective quarters: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Interest incurred and expensed from entity level borrowings | $ | 163 | $ | — | |||||
Interest incurred and expensed for inactive projects | 4 | — | |||||||
Real estate taxes incurred and expensed for inactive projects | 3 | 2 | |||||||
$ | 170 | $ | 2 | ||||||
Loss_Per_Share
Loss Per Share | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Loss Per Share | 5. LOSS PER SHARE | ||||||||
The weighted average shares and share equivalents used to calculate basic and diluted income per share for the three months ended March 31, 2015 and 2014 are presented in the accompanying consolidated statements of operations. Restricted stock awards, stock options and warrants for the three months ended March 31, 2015 and 2014 are included in the diluted earnings per share calculation using the treasury stock method and average market prices during the periods, unless the restricted stock awards, stock options and warrants would be anti-dilutive. | |||||||||
As a result of net losses for the three months ended March 31, 2015 and 2014, the following shares have been excluded from the diluted share computation as their inclusion would be anti-dilutive: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Restricted stock awards | 65 | 367 | |||||||
Stock options | 96 | 277 | |||||||
Warrants | 2 | 660 | |||||||
163 | 1,304 | ||||||||
Segment_Disclosures
Segment Disclosures | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||
Segment Disclosures | 6. SEGMENT DISCLOSURES | ||||||||||||||||
We operate our business through three segments: Homebuilding, Multi-family and Real Estate Services. We are currently focused on the Washington, D.C. area market. | |||||||||||||||||
In our Homebuilding segment, we develop properties with the intent to sell as fee-simple properties or condominiums to individual buyers or to private or institutional investors. Our for-sale products are designed to attract first-time, early move-up, and secondary move-up buyers. We focus on products that we are able to offer for sale in the middle price points within the markets where we operate, avoiding the very low-end and high-end products. | |||||||||||||||||
In our Multi-family segment we focus on projects ranging from approximately 75 to 200 units in locations that are supply constrained with demonstrated demand for stabilized assets. We seek opportunities in the multi-family rental market where our experience and core capabilities can be leveraged. We will either position the assets for sale when completed or operate the asset within our own portfolio. Operating the asset for our own account affords us the flexibility of converting the units to condominiums in the future. | |||||||||||||||||
In our Real Estate Services segment we pursue projects in all aspects of real estate management including strategic planning, land development, entitlement, property management, sales and marketing, workout and turnaround strategies, financing and general construction. We are able to provide a wide range of construction management and general contracting services to other property owners. | |||||||||||||||||
The following disclosure includes the Company’s three reportable segments of Homebuilding, Multi-family and Real Estate Services. Each of these segments operates within the Company’s single Washington, D.C. reportable geographic segment. | |||||||||||||||||
Homebuilding | Multi-family | Real | Total | ||||||||||||||
Estate | |||||||||||||||||
Services | |||||||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||||||
Gross revenue | $ | 10,010 | $ | — | $ | 307 | $ | 10,317 | |||||||||
Gross profit | 1,420 | — | 142 | 1,562 | |||||||||||||
Net (loss) income | (810 | ) | — | 142 | (668 | ) | |||||||||||
Depreciation and amortization | 111 | — | — | 111 | |||||||||||||
Interest expense | 167 | — | — | 167 | |||||||||||||
Total assets | 58,382 | — | 476 | 58,858 | |||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||
Gross revenue | $ | 7,831 | $ | — | $ | 123 | $ | 7,954 | |||||||||
Gross profit | 1,575 | — | 30 | 1,605 | |||||||||||||
Net (loss) income | (873 | ) | — | 30 | (843 | ) | |||||||||||
Depreciation and amortization | 174 | — | — | 174 | |||||||||||||
Interest expense | — | — | — | — | |||||||||||||
Total assets | 53,871 | — | 239 | 54,110 | |||||||||||||
The Company allocates sales, marketing and general and administrative expenses to the individual segments based upon specifically allocable costs and, in the absence of direct allocations or based upon overall pro rata revenue generation. |
Income_Tax
Income Tax | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 7. INCOME TAX |
During the three months ended March 31, 2015, the Company recorded an out of period adjustment to recognize the deferred tax benefit of $121 related to the New Hampshire Avenue project in Washington, D.C. The net income tax benefit as of March 31, 2015 consisted of a $51 tax expense and a $121 deferred tax benefit both related to the New Hampshire Avenue project and the effective tax rate is 6%. Because this error was not material to any previously filed consolidated financial statements and the impact of correcting this error in the current period is not material, the Company recorded the correction in the first quarter of 2015, the period in which the error was identified. The Company has recorded a tax provision of $137 for the three months ended March 31, 2014 and the effective tax rate was 12%. These amounts are included in the ‘Income tax benefit (expenses)’ line within the consolidated statements of operations. | |
The Company currently has approximately $123 million in federal and state net operating losses (NOLs), which, based on current statutory tax rates represents approximately $48 million in tax savings. If unused, these NOLs will begin expiring in 2028. Under Internal Revenue Code Section 382 (“Section 382”), if an “ownership change” is triggered, the Company’s ability to use its NOLs (and in certain circumstances, future built-in losses and depreciation deductions) can be negatively affected and possibly certain other deferred tax assets may be impaired. In general, an ownership change occurs whenever there is a shift in ownership by more than 50 percentage points by one or more 5% stockholders over a specified time period (generally three years). Given Section 382’s broad definition, an ownership change could be the unintended consequence of otherwise normal market trading in the Company’s stock that is outside of the Company’s control. In an effort to preserve the availability of these NOLs, Comstock initially adopted a Section 382 stockholder rights plan in May 2011 that expired in May 2014. On March 27, 2015, Comstock’s board of directors adopted a new Section 382 stockholder rights plan (the “Rights Plan”) that will be submitted to a vote of the Company’s stockholders at the 2015 Annual Meeting of Stockholders. The Rights Plan was adopted to reduce the likelihood of such an unintended “ownership change” and thus assist in preserving the value of these tax benefits. We estimate that as of March 31, 2015, the cumulative shift in ownership of the Company’s stock would not cause an impairment of our NOL asset. However, if an ownership change were to occur, the Section 382 limitation would not be expected to materially impact the Company’s financial position or results of operations as of March 31, 2015, because of the Company’s full valuation allowance on its net deferred tax assets. | |
The Company has not recorded any accruals for tax uncertainties as of March 31, 2015 and 2014. We file U.S. and state and local income tax returns in jurisdictions with varying statutes of limitations. The 2011 through 2014 tax years remain subject to examination by federal and state tax authorities that we are subject to. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. COMMITMENTS AND CONTINGENCIES |
Litigation | |
Currently, we are not subject to any material legal proceedings. From time to time, however, we are named as a defendant in legal actions arising from our normal business activities. Although we cannot accurately predict the amount of our liability, if any, that could arise with respect to legal actions pending against us; we do not expect that any such liability will have a material adverse effect on our financial position, operating results and cash flows. We believe that we have obtained adequate insurance coverage, rights to indemnification, or where appropriate, have established reserves in connection with such legal proceedings. | |
Letters of credit, performance bonds and compensating balances | |
The Company has commitments as a result of contracts with certain third parties, primarily local governmental authorities, to meet certain performance criteria outlined in such contracts. The Company is required to issue letters of credit and performance bonds to these third parties as a way of ensuring that the commitments entered into are met. These letters of credit and performance bonds issued in favor of the Company and/or its subsidiaries mature on a revolving basis, and if called into default, would be deemed material if assessed against the Company and/or its subsidiaries for the full amounts claimed. In some circumstances, we have negotiated with our lenders in connection with foreclosure agreements for the lender to assume certain liabilities with respect to the letters of credit and performance bonds. We cannot accurately predict the amount of any liability that could be imposed upon the Company with respect to maturing or defaulted letters of credit or performance bonds. At March 31, 2015 and 2014, the Company had $3.7 million and $5.7 million in letters of credit, respectively. At March 31, 2015 and 2014, the Company had $3.8 million and $0.8 million in outstanding performance and payment bonds, respectively. No amounts have been drawn against the outstanding letters of credit or performance bonds. | |
We are required to maintain compensating balances in escrow accounts as collateral for certain letters of credit, which are funded upon settlement and release of units. The cash contained within these escrow accounts is subject to withdrawal and usage restrictions. As of March 31, 2015 and December 31, 2014, we had approximately $0.5 million and $0.4 million, respectively, in these escrow accounts, which is included in ‘Restricted cash’ in the consolidated balance sheets. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Related Party Transactions [Abstract] | |||||
Related Party Transactions | 9. RELATED PARTY TRANSACTIONS | ||||
The Company leases its corporate headquarters from an affiliate wholly-owned by our Chief Executive Officer. Future minimum lease payments under this lease are as follows: | |||||
2015 | $ | 241 | |||
2016 | 329 | ||||
2017 | 167 | ||||
Total | $ | 737 | |||
For the three months ended March 31, 2015 and 2014, total payments made under this lease agreement were $79 and $76, respectively. As of March 31, 2015 and December 31, 2014, the Company recorded a straight–line rent payable of $28, which is included in ‘Accounts payable and accrued liabilities’. | |||||
On February 23, 2009, Comstock Homes of Washington, L.C., a wholly-owned subsidiary of the Company, entered into a Services Agreement with Comstock Asset Management, L.C., an entity wholly-owned by our Chief Executive Officer, to provide services related to real estate development and improvements, including legal, accounting, marketing, information technology and other additional support services. For the three months ended March 31, 2015 and 2014, the Company billed Comstock Asset Management, L.C. $153 and $102, respectively, for services and out-of-pocket expenses. Revenues from this arrangement are included within ‘Revenue – other’ in the accompanying consolidated statements of operations. As of March 31, 2015 and December 31, 2014, the Company was owed $150 and $38, respectively, under this contract, which is included in ‘Trade receivables’ in the accompanying consolidated balance sheets. | |||||
On March 14, 2013, Stonehenge Funding, LC (“Stonehenge”), an entity wholly-owned by our Chief Executive Officer, entered into an Extension Agreement of the Amended and Restated Senior Note with the Company to extend the maturity date of the financing arrangement to January 1, 2016. Under the terms of the Extension Agreement, the Company is required to pay $50 a month to Stonehenge, to be allocated first to accrued and unpaid interest and then to outstanding principal. For the three months ended March 31, 2015 and 2014, the Company made payments of $150 under this Note. | |||||
On October 17, 2014, Comstock Growth Fund, L.C. (CGF), an administrative entity managed by the Company, was created for purposes of raising up to $25 million through a private placement offering. CGF entered into a subscription agreement with Comstock Development Services, LC (“CDS”), an entity wholly-owned by our Chief Executive Officer, pursuant to which CDS purchased membership interests in CGF for an initial aggregate principal amount of $10 million and received additional commitments from members of the Company’s management and board of directors (the “CGF Private Placement”). See Note 13 to the consolidated financial statements for a summary of the CGF Private Placement. | |||||
Simultaneously, on October 17, 2014, the Company entered into an unsecured promissory note with CGF whereby CGF made a loan to the Company in the initial principal amount of $10 million and a maximum capacity of up to $20 million. On December 18, 2014, the loan agreement was amended and restated to provide for a maximum capacity of $25 million. All of the other terms of the Original Promissory Note remained the same. This loan has a three year term carrying a floating interest rate of LIBOR plus 9.75% with a 10% floor. The loan requires an annual principal repayment in the amount of 10% of the average outstanding balance and a monthly interest payment that will be made in arrears. As of March 31, 2015, $13.6 million was outstanding in principal and accrued interest, net of discounts. For the year ended March 31, 2015, the Company made interest payments of $0.4 million. See Note 13 for further discussion of transactions entered with CGF. | |||||
In connection with the departure of Gregory V. Benson, our former Chief Operating Officer and member of our board until his term expires at our 2015 annual meeting of stockholders, in the second quarter of 2014, the Company entered into a Separation Agreement. See Note 16 to the consolidated financial statements for a summary of the Separation Agreement. | |||||
See Note 11 to the consolidated financial statements for a summary of the Comstock VII Private Placement and Comstock VIII Private Placement which involved certain of our officers and directors. |
Note_Receivable
Note Receivable | 3 Months Ended |
Mar. 31, 2015 | |
Receivables [Abstract] | |
Note Receivable | 10. NOTE RECEIVABLE |
The Company originated a note receivable to a third party in the amount of $180 in September 2014. This note has a maturity date of September 2, 2019 and is payable in monthly installments of principal and interest. This note bears a fixed interest rate of 6% per annum. As of March 31, 2015 and December 31, 2014, the outstanding balance of the note was $165 and $173, respectively, and is included within ‘Other assets’ in the accompanying consolidated balance sheets. The interest income of $3 for the three months ended March 31, 2015 is included in ‘Other income, net’ in the consolidated statements of operations. There was no interest income for the three months ended March 31, 2014. |
Variable_Interest_Entity
Variable Interest Entity | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Variable Interest Entity | 11. VARIABLE INTEREST ENTITY |
Included within the Company’s real estate inventories at March 31, 2015 and December 31, 2014 are several projects that are determined to be VIEs. These entities have been established to own and operate real estate property and were deemed VIEs primarily based on the fact that the equity investment at risk is not sufficient to permit the entities to finance their activities without additional financial support. The Company determined that it was the primary beneficiary of these VIEs as a result of its majority voting and complete operational control of the entities. | |
On August 23, 2012, the Company formed New Hampshire Ave. Ventures, LLC, a joint venture of its subsidiary, Comstock Ventures XVI, L.C, and 6000 New Hampshire Avenue, LLC, for the purpose of acquiring, developing and constructing a 111-unit project (the “NHA Project”) in Washington, D.C. The Company evaluated the joint venture and determined that the equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial support. The Company determined that it was the primary beneficiary of the VIE as a result of its complete operational control of the activities that most significantly impact the economic performance and obligation to absorb losses, or receive benefits. The Company contributed its ownership interest in Comstock Ventures XVI, L.C. to Comstock Investors VII, L.C. (“Comstock VII”) on March 13, 2013. During the three months ended March 31, 2015, New Hampshire Ave. Ventures, LLC distributed $850 to its non-controlling interest member, 6000 New Hampshire Avenue, LLC. During the three months ended March 31, 2014, New Hampshire Ave. Ventures, LLC, distributed $1.1 million to 6000 New Hampshire Avenue. | |
On September 27, 2012, the Company formed Comstock Eastgate, L.C., a joint venture of the Company and BridgeCom Development II, LLC, for the purpose of acquiring, developing and constructing 66 condominium units in Loudoun County, Virginia. The Company evaluated the joint venture and determined that the equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial support. The Company determined that it was the primary beneficiary as a result of its complete operational control of the activities that most significantly impact the economic performance and obligation to absorb losses, or receive benefits. The Company exited the Eastgate project in the second quarter of 2014 after closing on all 66 units. No distributions were made in the three months ended March 31, 2015 or 2014. | |
On March 14, 2013, Comstock VII entered into subscription agreements with certain accredited investors (“Comstock VII Class B Members”), pursuant to which the Comstock VII Class B Members purchased membership interests in Comstock VII for an aggregate amount of $7.3 million (the “Comstock VII Private Placement”). The Comstock VII Private Placement was exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act. In connection with the Comstock VII Private Placement, the Company issued 112 warrants for the purchase of shares of the Company’s Class A common stock to the non-affiliated accredited investors, having an aggregate fair value of $146. Comstock VII Class B Members included unrelated third-party accredited investors along with members of the Company’s board of directors and the Chief Financial Officer, the General Counsel and the former Chief Operating Officer, of the Company. The Subscription Agreement provides that the Comstock VII Class B Members are entitled to a cumulative, preferred return of 20% per annum, compounded annually on their capital account balances. After six months, the Company has the right to repurchase the interests of the Comstock VII Class B Members, provided that (i) all of the Comstock VII Class B Members’ interests are acquired, (ii) the purchase is made in cash and (iii) the purchase price equals the Comstock VII Class B Members’ capital account plus an amount necessary to cause the preferred return to equal a cumulative cash on cash return equal to 20% per annum. The Comstock VII Private Placement provides capital related to the current and planned construction of the Company’s following projects: Townes at Shady Grove Metro in Rockville, Maryland consisting of 36 townhomes, Momentum | Shady Grove consisting of 117 condominium units, City Homes at the Hampshires in Washington D.C. consisting of 38 single family residences, Townes at the Hampshires in Washington, D.C. consisting of 73 townhomes, Single Family Homes at the Falls Grove project in Prince William County, Virginia consisting of 19 single family homes and Townes at the Falls Grove project in Prince William County, Virginia consisting of 110 townhomes (collectively, the “Projects”). Proceeds of the Comstock VII Private Placement are being utilized (A) to provide capital needed to complete the Projects in conjunction with project financing for the Projects, (B) to reimburse the Company for prior expenditures incurred on behalf of the Projects, and (C) for general corporate purposes of the Company. The Company evaluated Comstock VII and determined that the equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial support and the Company was the primary beneficiary as a result of its complete operational control of the activities that most significantly impact the economic performance and its obligation to absorb losses, or receive benefits. Accordingly, the Company consolidates this entity. In October 2014, the Company fully redeemed the equity interest of the Comstock VII Class B Members. During the three months ended March 31, 2014, the Company paid distributions in the amount of $1.0 million, to its non controlling interest member, Comstock VII Class B Members. | |
In December 2013, Comstock Investors VIII, L.C. (“Comstock VIII”) entered into subscription agreements with certain accredited investors (“Comstock VIII Class B Members”), pursuant to which Comstock VIII Class B Members purchased membership interests in Comstock VIII for an aggregate amount of $4.0 million (the “Comstock VIII Private Placement”). The Comstock VIII Private Placement was exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act. In connection with the Comstock VIII Private Placement, the Company issued 102 warrants for the purchase of shares of the Company’s Class A common stock to the non-affiliated accredited investors, having an aggregate fair value of $131. Comstock VIII Class B Members included unrelated third-party accredited investors along with members of the Company’s board of directors and the Company’s Chief Financial Officer and the Company’s former Chief Operating Officer. The Comstock VIII Class B Members are entitled to a cumulative, preferred return of 20% per annum, compounded annually on their capital account balances. The Company has the right to repurchase the interests of the Comstock VIII Class B Members at any time, provided that (i) all of the Comstock VIII Class B Members’ interests are acquired, (ii) the purchase is made in cash and (iii) the purchase price equals the Comstock VIII Class B Members’ capital accounts plus an amount necessary to cause the preferred return to equal a cumulative cash on cash return equal to 20% per annum. The proceeds from the Comstock VIII Private Placement are being used for the current and planned construction of the following projects: The Townes at HallCrest in Sterling, Virginia consisting of 42 townhome units, and Townes at Maxwell Square Condominium in Frederick, Maryland consisting of 45 townhome condominium units (collectively, the “Investor VIII Projects”). Proceeds of the Comstock VIII Private Placement are being utilized (A) to provide capital needed to complete the Investor VIII Projects in conjunction with project financing for the Investor VIII Projects, (B) to reimburse the Company for prior expenditures incurred on behalf of the Investor VIII Projects, and (C) for general corporate purposes of the Company. The Company evaluated Comstock VIII and determined that the equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial support and the Company was the primary beneficiary as a result of its complete operational control of the activities that most significantly impact the economic performance and its obligation to absorb losses, or receive benefits accordingly, the Company consolidates this entity. No distributions were paid to the Comstock VIII Class B Members during the three months ended March 31, 2015 and 2014. | |
At March 31, 2015 and December 31, 2014, the distributions and contributions for the VIEs discussed above are included within the ‘non-controlling interest’ classification in the consolidated statement of changes in stockholder’s equity. | |
At March 31, 2015 and December 31, 2014 total assets of these VIEs were approximately $19.6 million and $19.5 million, respectively, and total liabilities were approximately $11.9 million and $13.5 million, respectively. The classification of these assets is primarily within ‘Real estate inventories’ and the classification of liabilities are primarily within ‘Accounts payable and accrued liabilities’ and ‘Notes payable – secured by real estate inventories’ in the accompanying consolidated balance sheets. |
Unconsolidated_Joint_Venture
Unconsolidated Joint Venture | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Equity Method Investments and Joint Ventures [Abstract] | |||||||||
Unconsolidated Joint Venture | 12. UNCONSOLIDATED JOINT VENTURE | ||||||||
The Company accounts for its interest in its title insurance joint venture using the equity method of accounting and adjusts the carrying value for its proportionate share of earnings, losses and distributions. The investment in the unconsolidated joint venture is included within ‘Other assets’ in the accompanying consolidated balance sheets. Earnings for the three months ended March 31, 2015 and 2014, from this unconsolidated joint venture of $19 and $16, respectively, are included in ‘Other income, net’ in the accompanying consolidated statement of operations. During the three months ended March 31, 2015 and 2014, the Company collected distributions of $15 and $50, respectively, from this joint venture as a return on investment. | |||||||||
Summarized financial information for the unconsolidated joint venture is as follows: | |||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Statement of Operations: | |||||||||
Total net revenue | $ | 74 | $ | 61 | |||||
Total expenses | 37 | 29 | |||||||
Net income | $ | 37 | $ | 32 | |||||
Comstock Holding Companies, Inc. pro rata share of net income | $ | 19 | $ | 16 | |||||
Credit_Facilities
Credit Facilities | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Credit Facilities | 13. CREDIT FACILITIES | ||||||||
Notes payable consisted of the following: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Construction revolvers | $ | 6,742 | $ | 6,505 | |||||
Development and acquisition notes | 14,618 | 13,748 | |||||||
Mezzanine notes | 5,212 | 5,770 | |||||||
Line of credit | 2,351 | 2,356 | |||||||
Total secured notes | 28,923 | 28,379 | |||||||
Unsecured financing | 1,935 | 2,064 | |||||||
Notes payable to affiliate, unsecured, net of $2.2 million and $1.4 million discount, respectively | 17,700 | 15,488 | |||||||
Total notes payable | $ | 48,558 | $ | 45,931 | |||||
As of March 31, 2015, maturities and/or curtailment obligations of all borrowings are as follows: | |||||||||
2015 | $ | 26,762 | |||||||
2016 | 7,055 | ||||||||
2017 | 12,664 | ||||||||
2018 | 2,077 | ||||||||
Total | $ | 48,558 | |||||||
We are in active discussions with our lenders with respect to the 2015 maturities and are seeking extensions and modifications to the loans as necessary. The current performance of the projects and our early discussions with our lenders indicate that we will likely be successful in extending or modifying these loans, though no assurances can be made that we will be successful in these efforts. | |||||||||
Construction, development and mezzanine debt—secured | |||||||||
The Company enters into secured acquisition and development loan agreements to purchase and develop land parcels. In addition, the Company enters into secured construction loan agreements for the construction of its real estate inventories. The loans are repaid with proceeds from home closings based upon a specific release price, as defined in each respective loan agreement. | |||||||||
As of March 31, 2015 and December 31, 2014, the Company had secured construction revolving credit facilities with a maximum loan commitment of $37.5 million and $33.4 million, respectively. The Company may borrow under these facilities to fund its home building activities. The amount the Company may borrow is subject to applicable borrowing base provisions and the number of units under construction, which may also limit the amount available or outstanding under the facilities. The facilities are secured by deeds of trust on the real property and improvements thereon, and the borrowings are repaid with the net proceeds from the closings of homes sold, subject to a minimum release price. As of March 31, 2015 and December 31, 2014, the Company had approximately $30.8 million and $26.9 million, respectively, of unused loan commitments. The Company had $6.7 million and $6.5 million of outstanding construction borrowings as of March 31, 2015 and December 31, 2014, respectively. These credit facilities have maturity dates ranging from May 2015 to March 2018, including extensions subject to certain conditions. Interest rates charged under these facilities include the London Interbank Offered Rate (“LIBOR”) and prime rate pricing options, subject to minimum interest rate floors. At March 31, 2015 and December 31, 2014, the weighted average interest rate on the Company’s outstanding construction revolving facility was 5.1% per annum. | |||||||||
As of March 31, 2015 and December 31, 2014, the Company had approximately $37.8 million and $28.0 million, respectively, of aggregate acquisition and development maximum loan commitments of which $14.6 million and $13.7 million, respectively, was outstanding. These loans have maturity dates ranging from May 2015 to March 2018, including extensions subject to certain conditions and bears interest at a rate based on LIBOR and Prime Rate pricing options, with interest rate floors ranging from 4.5% to 5.75% per annum. As of March 31, 2015 and December 31, 2014, the weighted average interest rates were 4.7% and 4.8% per annum, respectively. | |||||||||
As of March 31, 2015 and December 31, 2014, the Company had three secured mezzanine loans. The first mezzanine loan had a maximum loan commitment and outstanding balance of $3.0 million at March 31, 2015 and December 31, 2014. This mezzanine financing was utilized to acquire land for the development of the City Homes at the Hampshires and the Townes at the Hampshires projects and is secured by the second deed of trust. This first mezzanine loan bears a fixed interest rate of 13.5% per annum paid on a monthly basis, with the full principal balance due at maturity, September 22, 2015. | |||||||||
The second and third mezzanine loans are being used to finance the development of the Townes at Shady Grove Metro and Momentum | Shady Grove projects. The maximum principal commitment amount of these loans was $3.2 million at March 31, 2015 and December 31, 2014, of which $2.2 million and $2.8 million of principal and accrued interest was outstanding as of March 31, 2015 and December 31, 2014, respectively. These financings carry an annual interest rate of 12% of which 6% is paid on a monthly basis with the remaining 6% being accrued and paid at maturity. These financings mature on June 22, 2015. These financings are guaranteed by the Company and our Chief Executive Officer. | |||||||||
Line of credit—secured | |||||||||
At March 31, 2015 and December 31, 2014, the Company had a secured revolving line of credit amounting to $5.0 million of which $2.4 million was outstanding. This line of credit is secured by the first priority security interest in the Company’s wholly owned subsidiaries’ in the Washington D.C, metropolitan area and is used to finance the predevelopment related expenses and deposits for current and future projects. This line of credit bears a variable interest rate tied to a one-month LIBOR plus 3.25% per annum, with an interest rate floor of 5.0% and matures on July 15, 2015 with an extension option for an additional twelve months provided that the Company meets certain conditions. This line of credit also calls for the Company to adhere to financial covenants, as defined in the loan agreement such as, minimum net worth and minimum liquidity, measured quarterly and minimum EBITDA measured on a twelve month basis. As of March 31, 2015, the Company was in compliance with all financial covenants dictated by the line of credit agreement. This line of credit is guaranteed by our Chief Executive Officer. | |||||||||
Unsecured note | |||||||||
As of March 31, 2015 and December 31, 2014, the Company had balances of $1.9 million and $2.1 million, respectively, outstanding to a bank under a 10-year unsecured note. Interest is charged on this financing on an annual basis at LIBOR plus 2.2%. As of March 31, 2015 and December 31, 2014, the interest rate was 2.4% per annum. The maturity date of this financing is December 28, 2018. The Company is required to make monthly principal and interest payments through maturity. | |||||||||
Notes payable to affiliate—unsecured | |||||||||
On March 14, 2013, the Company and Stonehenge entered into an agreement to extend the maturity date of the loan from July 20, 2013 to January 1, 2016. Under the terms of the Extension Agreement, the Company is required to pay $50 monthly to Stonehenge, to be allocated first to accrued and unpaid interest and then to outstanding principal. Interest is charged to the loan based on LIBOR plus 3% per annum. As of March 31, 2015 and December 31, 2014, the interest rate was 3.7% and 3.6% per annum, respectively. The Company had approximately $4.1 million and $4.2 million of outstanding borrowings as of March 31, 2015 and December 31, 2014, respectively. | |||||||||
On October 17, 2014, CGF entered into a subscription agreement with Comstock Development Services, LC (“CDS”), an entity wholly-owned by our Chief Executive Officer, pursuant to which CDS purchased membership interests in CGF for an initial aggregate principal amount of $10 million and received additional commitments from members of the Company’s management and board of directors (the “CGF Private Placement”). CGF is offering additional interests for sale to third party accredited investors, which if fully subscribed would increase the total capital raised by CGF up to $20 million. Purchasers other than CDS who purchase an amount of interests may receive warrants that represent the right to purchase an aggregate amount of between 500,000 to 1,000,000 shares of the Company’s Class A common stock, depending upon the investment amount. As of March 31, 2015 we issued 499 warrants representing the right to purchase shares of the Company’s Class A common stock to CGF having an aggregate fair value of $410 that was considered as a debt discount. In calculating the fair value of the warrants the Company used the Black-Scholes pricing model based upon the date the funds were contributed to CGF. The Company amortizes the debt discount over the three year term of the loan to interest expense. | |||||||||
Simultaneously, on October 17, 2014, the Company entered into an unsecured promissory note with CGF whereby CGF made a loan to the Company in the initial principal amount of $10 million and a maximum amount available for borrowing of up to $20 million with a three year term (the “Original Promissory Note”). On December 18, 2014, the Company entered into an amended and restated Original Promissory Note pursuant to which the maximum amount for borrowing was increased from $20 million to $25 million. All of the other terms of the Original Promissory Note remained the same. The loan bears interest at a floating rate based on the 30 day LIBOR plus 9.75% per annum with a 10% floor per annum. Interest payments will be made monthly in arrears. There is a principal curtailment requirement of 10% annually based on the average outstanding balance for the prior year. The loan will be used by the Company (i) to finance the Company’s current and future development pipeline, (ii) to repay all or a portion of the Company’s prior private placements; (iii) to repay all or a portion of the Company’s project mezzanine loans, and (iv) for general corporate purposes. The Company is the administrative manager of CGF but does not own any membership interests. The Company had approximately $13.6 million and $11.3 million of outstanding borrowings, net of discounts, as of March 31, 2015 and December 31, 2014, respectively. As of March 31, 2015 and December 31, 2014, the interest rate was 10.0% per annum. | |||||||||
On December 18, 2014, CGF entered into amended and restated subscription agreements with CDS, management and members of the Company’s board of directors who participated in the CGF Private Placement (the “Amended CGF Private Placement”). Under the Amended CGF Private Placement, in addition to the warrants as described above, purchasers of the interests will receive a certain amount shares of our Class A common stock, depending upon the investment amount. As of March 31, 2015 the Company entered into a commitment to grant 1.5 million shares of the Company’s Class A common stock, in connection with the Amended CGF Private Placement. The commitment was treated and recognized as a derivative liability that is marked to market at the end of each quarter. The Company determined the fair value of the stock based on the closing price of our stock on the dates the funds were received by CGF. As of March 31, 2015 the fair value of the shares, $1.4 million was included within ‘Accounts payable and accrued liabilities’ with a corresponding offset to ‘Notes payable - due to affiliates’ in the form of debt discount on the consolidated balance sheets. The mark to market gain on the derivative liability, $154, was included within ‘Other income’ on the consolidated statement of operations with a corresponding offset to the derivative liability within ‘Accounts payable and accrued liabilities’ on the consolidated balance sheets as of March 31, 2015 and December 31, 2014, respectively. The Company amortizes the debt discount over the three year term of the loan to interest expense. See Note 17 – “Subsequent Events” for further information. |
Fair_Value_Disclosures
Fair Value Disclosures | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Fair Value Disclosures [Abstract] | |||||||||
Fair Value Disclosures | 14. FAIR VALUE DISCLOSURES | ||||||||
The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are reasonable estimates of their fair values based on their short maturities. The fair value of fixed and floating rate debt is based on unobservable market rates (Level 3 inputs). The following table summarizes the fair value of fixed and floating rate debt and the corresponding carrying value of fixed and floating rate debt as of: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Carrying amount | $ | 48,558 | $ | 45,931 | |||||
Fair value | $ | 48,184 | $ | 44,854 | |||||
Fair value estimates are made at a specific point in time, based on relevant market information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. | |||||||||
Non-financial assets and liabilities include items such as real estate inventories and long lived assets that are measured at fair value when acquired and on a non recurring basis thereafter. Such fair value measurements use significant unobservable inputs and are classified as Level 3. |
Restricted_Stock_Stock_Options
Restricted Stock, Stock Options and Other Stock Plans | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
Restricted Stock, Stock Options and Other Stock Plans | 15. RESTRICTED STOCK, STOCK OPTIONS AND OTHER STOCK PLANS | ||||||||
During the three months ended March 31, 2015 and 2014, the Company did not issue any stock options or restricted stock awards. | |||||||||
Stock-based compensation cost associated with restricted stock and stock options was recognized based on the fair value of the instruments, over the instruments’ vesting period. The following table reflects the consolidated balance sheets and statements of operations line items for stock-based compensation cost for the periods stated: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Real estate inventories - Assets | $ | 9 | $ | 16 | |||||
General and administrative - Expenses | 76 | 134 | |||||||
$ | 85 | $ | 150 | ||||||
Under net settlement procedures currently applicable to our outstanding restricted stock awards for employees, upon each settlement date and election by the employees, restricted stock awards are withheld to cover the required withholding tax, which is based on the value of the restricted stock award on the settlement date as determined by the closing price of our common stock on the trading day immediately preceding the applicable settlement date. The remaining amounts are delivered to the recipient as shares of our common stock. | |||||||||
As of March 31, 2015, the weighted-average remaining contractual term of unexercised stock options was 6.6 years. As of March 31, 2015 and December 31, 2014, there was $0.4 and $0.5 million, respectively, of unrecognized compensation cost related to stock grants. |
Severance_and_Restructuring
Severance and Restructuring | 3 Months Ended |
Mar. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Severance and Restructuring | 16. SEVERANCE AND RESTRUCTURING |
In connection with the departure of Gregory V. Benson, our former Chief Operating Officer in May 2014, the Company entered into a Separation Agreement with Mr. Benson on June 24, 2014. Mr. Benson will remain on our board until his term expires at our annual meeting of stockholders on June 17, 2015. The Separation Agreement provides for cash severance payment and incremental healthcare insurance through COBRA. In 2014, the Company recorded severance cost of $597, to be paid in 36 semi-monthly installments and healthcare cost of $14 to be paid over 12 months effective May 1, 2014 offset by $131 in forfeitures of stock options and restricted stock awards. The severance charge for fiscal year 2014 was included in ‘General and administrative’ expenses in the consolidated statements of operations. There were no severance or restructuring charges in 2015. The remaining balance of $0.2 as of March 31, 2015 is included in the ‘Accounts payable and accrued liabilities’ in the accompanying consolidated balance sheets. | |
In addition, per the Separation Agreement, the Company has a call option, but not an obligation, to purchase all or a portion of Mr. Benson’s shares of Class A and Class B common stock of the Company at $1.09 per share by June 30, 2015. If the Company exercises the option and elects to repurchase less than all of his shares of Class A and Class B common stock in a single transaction, then the following applies to each transaction: i) each transaction should include the purchase of a pro-rata portion of the Class A and Class B common stock; ii) the first purchase must include a minimum of 1,000,000 of Mr. Benson’s Class A and Class B common stock (cumulative number of Mr. Benson’s Class A and Class B common stock); and (iii) each subsequent purchase must include a minimum of 100,000 Class A and Class B Common stock (cumulative number of Mr. Benson’s Class A and Class B common stock) until all shares of Class A and Class B common stock have been purchased. Mr. Benson also forfeited all unvested stock options and restricted stock awards outstanding as of the date of his departure. The Company recorded the fair value of the call option, which was considered to be a freestanding equity linked financial instrument and the corresponding contribution of the call option to the Company by Mr. Benson as offsetting entries within ‘Additional paid-in-capital’ within the consolidated balance sheets. As of March 31, 2015, neither the Company nor any designees have exercised any portion of its option under the Separation Agreement. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. SUBSEQUENT EVENTS |
On April 20, 2015, the Company extended its revolving construction, acquisition, and development loans related to the Yorkshire project with Cardinal Bank. This loan had an initial maturity date of May 28, 2015 and the extension provides for a maturity date of May 8, 2016, with an automatic extension of twelve additional months if certain sales and settlement requirements are met prior to the extended maturity date. All other terms of the original agreements remain in full force and effect. As of March 31, 2015, we had $2.7 million in outstanding borrowings under this revolving credit facility. | |
On April 29, 2015, the Company entered into a secured construction loan with United Bank for $2.3 million in connection with its Estates at Leeland single-family home project in Fredericksbug, Virginia. The loan provides for a variable interest rate of LIBOR plus 3.5% per annum, with an interest rate floor of 4.25% per annum. This loan matures in October 2017. This loan is guaranteed by the Company. | |
On May 1, 2015, the Company announced the launch of Comstock Investors IX (“Comstock IX”), the latest private placement in a series of recently completed investment offerings. The up to $3 million of expected proceeds of the offering are to be used to provide the equity financing for the Company’s Stone Ridge community of 35 single family homes in Loudoun County Virginia, scheduled for development commencing in the coming months. The offering may be expanded to include existing and future projects that are currently under investment review. The completion of the Comstock IX offering will assist the Company in satisfying the minimum equity requirement for continued listing on the Nasdaq Stock Market. | |
On May 4, 2015, the Company, through Comstock Two Rivers, I, L.C. and Comstock Two Rivers, II, L.C., subsidiaries of the Company, executed a total of eight lot takedowns, under the respective land purchase option agreements, for a total purchase price of $1.2 million. | |
On May 12, 2015, in the Amended CGF Private Placement, the Company issued an aggregate amount of 1.5 million shares of Class A Common Stock to the purchasers of membership interests in CGF. In addition to the Company issuing warrants to purchase the Company’s Class A Common Stock, purchasers received 16,000 shares of the Company’s Class A common stock for each $100 of membership interest (or portion thereof) purchased, except with respect to CDS. The Class A common stock was issued pursuant to exemptions from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof, and Rule 506(c) promulgated thereunder. Each purchaser represented her, him or itself as an accredited investor and CGF and the Company took reasonable steps to verify such status. For additional information on CGF and the Amended CGF Private Placement see Notes 9 and 13 to the consolidated financial statements. | |
See the “Recent development” section disclosed under “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” below for disclosures related to deficiency notices received from The Nasdaq Stock Market LLC (“Nasdaq”) for non-compliance with the continued listing requirement rules. |
Organization_and_Basis_of_Pres1
Organization and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Liquidity and Capital Resources | Liquidity and Capital Resources |
We require capital to operate, to post deposits on new deals, to purchase and develop land, to construct homes, to fund related carrying costs and overhead and to fund various advertising and marketing programs to generate sales. These expenditures include payroll, community engineering, entitlement, architecture, advertising, utilities and interest as well as the construction costs of our homes. Our sources of capital include, and should continue to include, private equity and debt placements (which has included significant participation from Company insiders), funds derived from various secured and unsecured borrowings to finance acquisition, development and construction on acquired land, cash flow from operations, which includes the sale and delivery of constructed homes, finished and raw building lots and the potential sale of public debt and equity securities. In addition, the Company is involved in ongoing discussions with lenders and equity sources in an effort to provide additional growth capital to fund various new business opportunities. | |
During the three months ended March 31, 2015, the Company received proceeds of $3.1 million under the CGF loan agreement. Subsequent to March 31, 2015 and through the report date, the Company received $0.5 million in additional proceeds under the CGF loan agreement. | |
We have outstanding borrowings with various financial institutions and other lenders that have been used to finance the acquisition, development and construction of real estate projects. The Company has generally financed its development and construction activities on a single or multiple project basis so it is not uncommon for each project or collection of projects the Company develops and builds to have a separate credit facility. Accordingly, the Company typically has had numerous credit facilities and lenders. As of March 31, 2015, the Company has $26.7 million of its credit facilities and project related loans that mature during 2015. Subsequent to quarter end, the Company secured an extension on $2.7 million, of the $26.7 million, which was scheduled to mature in the second quarter of 2015. The extension provides for an additional 12 months, to the second quarter of 2016, with an automatic extension for an additional 12 months, subject to meeting certain conditions (additional details are provided in Note 17). In addition, certain of our credit facilities are guaranteed by our Chief Executive Officer. | |
We are in active discussions with our lenders with respect to these maturities and are seeking extensions and modifications to the loans as necessary. The current performance of the projects and our early discussions with our lenders indicates that we will likely be successful in extending or modifying these loans, though no assurances can be made that we will be successful in these efforts. We are anticipating that with successful resolution of those discussions with our lenders, the expected proceeds from the aforementioned private placements, current available cash on hand and additional cash from settlement proceeds at existing and under development communities, the Company should have sufficient financial resources to sustain its operations through the next twelve months, though no assurances can be made that the Company will be successful in its efforts. The Company will also focus on its cost structure in an effort to conserve cash and manage expenses. Such actions may include cost reductions and/or deferral arrangements with respect to current operating expenses. | |
See Note 11 and Note 13 for details on private placement offerings and for more details on our credit facilities, respectively in the accompanying consolidated financial statements. | |
Use of Estimates | Use of Estimates |
Our financial statements have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts for the reporting periods. We base these estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. On an ongoing basis, we evaluate these estimates and judgments. Actual results may differ from those estimates under different assumptions or conditions. | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards |
In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”). The new guidance provides an additional requirement for a limited partnership or similar entity to qualify as a voting interest entity, amending the criteria for consolidating such an entity and eliminating the deferral provided under previous guidance for investment companies. In addition, the new guidance amends the criteria for evaluating fees paid to a decision maker or service provider as a variable interest and amends the criteria for evaluating the effect of fee arrangements and related parties on a VIE primary beneficiary determination. This guidance is effective for interim and annual reporting periods beginning after December 15, 2015. The Company is currently evaluating this guidance to determine any impact on its consolidated financial statements. | |
In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs to be presented on the balance sheet as a direct deduction from the related debt liability, similar to the presentation of debt discounts or premiums. The costs will continue to be amortized to interest expense using the effective interest method. ASU 2015-03 requires retrospective application to all prior periods presented in the financial statements. Upon transition, an entity is required to comply with the applicable disclosures for a change in accounting principle. The guidance within ASU 2015-03 will be effective for the Company’s first fiscal year beginning after December 15, 2015, but early adoption is permitted. The Company is currently evaluating this guidance to determine any impact on its consolidated financial statements. |
Real_Estate_Inventories_Tables
Real Estate Inventories (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Real Estate [Abstract] | |||||||||
Summary of Real Estate Held for Development and Sale | After impairments and write-offs, real estate held for development and sale consists of the following: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Land and land development costs | $ | 25,048 | $ | 22,487 | |||||
Cost of construction (including capitalized interest and real estate taxes) | 19,626 | 18,402 | |||||||
$ | 44,674 | $ | 40,889 | ||||||
Warranty_Reserve_Tables
Warranty Reserve (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Guarantees [Abstract] | |||||||||
Summary of Warranty Reserve Activity Included in Accounts Payable and Accrued Liabilities | The following table is a summary of warranty reserve activity which is included in accounts payable and accrued liabilities: | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Balance at beginning of period | $ | 492 | $ | 510 | |||||
Additions | 42 | 38 | |||||||
Releases and/or charges incurred | (172 | ) | (34 | ) | |||||
Balance at end of period | $ | 362 | $ | 514 | |||||
Capitalized_Interest_and_Real_1
Capitalized Interest and Real Estate Taxes (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Text Block [Abstract] | |||||||||
Summary of Interest Incurred and Capitalized and Interest Expensed for Units Settled | The following table is a summary of interest and real estate taxes incurred and capitalized and interest and real estate taxes expensed for units settled: | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Total interest incurred and capitalized | $ | 761 | $ | 530 | |||||
Total real estate taxes incurred and capitalized | 68 | 53 | |||||||
Total interest and real estate taxes incurred and capitalized | $ | 829 | $ | 583 | |||||
Interest expensed as a component of cost of sales | $ | 380 | $ | 52 | |||||
Real estate taxes expensed as a component of cost of sales | 38 | 31 | |||||||
Interest and real estate taxes expensed as a component of cost of sales | $ | 418 | $ | 83 | |||||
Summary of Interest and Real Estate Taxes Expensed in Consolidated Statement of Operations | Following is a breakdown of the interest and real estate taxes expensed in the consolidated statement of operations for the respective quarters: | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Interest incurred and expensed from entity level borrowings | $ | 163 | $ | — | |||||
Interest incurred and expensed for inactive projects | 4 | — | |||||||
Real estate taxes incurred and expensed for inactive projects | 3 | 2 | |||||||
$ | 170 | $ | 2 | ||||||
Loss_Per_Share_Tables
Loss Per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Restricted Stock Awards, Stock Options and Warrants Excluded from Diluted Share Computation | As a result of net losses for the three months ended March 31, 2015 and 2014, the following shares have been excluded from the diluted share computation as their inclusion would be anti-dilutive: | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Restricted stock awards | 65 | 367 | |||||||
Stock options | 96 | 277 | |||||||
Warrants | 2 | 660 | |||||||
163 | 1,304 | ||||||||
Segment_Disclosures_Tables
Segment Disclosures (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||
Segment Reporting Information | The following disclosure includes the Company’s three reportable segments of Homebuilding, Multi-family and Real Estate Services. Each of these segments operates within the Company’s single Washington, D.C. reportable geographic segment. | ||||||||||||||||
Homebuilding | Multi-family | Real | Total | ||||||||||||||
Estate | |||||||||||||||||
Services | |||||||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||||||
Gross revenue | $ | 10,010 | $ | — | $ | 307 | $ | 10,317 | |||||||||
Gross profit | 1,420 | — | 142 | 1,562 | |||||||||||||
Net (loss) income | (810 | ) | — | 142 | (668 | ) | |||||||||||
Depreciation and amortization | 111 | — | — | 111 | |||||||||||||
Interest expense | 167 | — | — | 167 | |||||||||||||
Total assets | 58,382 | — | 476 | 58,858 | |||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||
Gross revenue | $ | 7,831 | $ | — | $ | 123 | $ | 7,954 | |||||||||
Gross profit | 1,575 | — | 30 | 1,605 | |||||||||||||
Net (loss) income | (873 | ) | — | 30 | (843 | ) | |||||||||||
Depreciation and amortization | 174 | — | — | 174 | |||||||||||||
Interest expense | — | — | — | — | |||||||||||||
Total assets | 53,871 | — | 239 | 54,110 |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Related Party Transactions [Abstract] | |||||
Future Minimum Lease Payments | The Company leases its corporate headquarters from an affiliate wholly-owned by our Chief Executive Officer. Future minimum lease payments under this lease are as follows: | ||||
2015 | $ | 241 | |||
2016 | 329 | ||||
2017 | 167 | ||||
Total | $ | 737 | |||
Unconsolidated_Joint_Venture_T
Unconsolidated Joint Venture (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Equity Method Investments and Joint Ventures [Abstract] | |||||||||
Summarized Financial Information for Unconsolidated Joint Venture | Summarized financial information for the unconsolidated joint venture is as follows: | ||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Statement of Operations: | |||||||||
Total net revenue | $ | 74 | $ | 61 | |||||
Total expenses | 37 | 29 | |||||||
Net income | $ | 37 | $ | 32 | |||||
Comstock Holding Companies, Inc. pro rata share of net income | $ | 19 | $ | 16 | |||||
Credit_Facilities_Tables
Credit Facilities (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Summary of Notes Payable | Notes payable consisted of the following: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Construction revolvers | $ | 6,742 | $ | 6,505 | |||||
Development and acquisition notes | 14,618 | 13,748 | |||||||
Mezzanine notes | 5,212 | 5,770 | |||||||
Line of credit | 2,351 | 2,356 | |||||||
Total secured notes | 28,923 | 28,379 | |||||||
Unsecured financing | 1,935 | 2,064 | |||||||
Notes payable to affiliate, unsecured, net of $2.2 million and $1.4 million discount, respectively | 17,700 | 15,488 | |||||||
Total notes payable | $ | 48,558 | $ | 45,931 | |||||
Maturities and/or Curtailment Obligations of All Borrowings | As of March 31, 2015, maturities and/or curtailment obligations of all borrowings are as follows: | ||||||||
2015 | $ | 26,762 | |||||||
2016 | 7,055 | ||||||||
2017 | 12,664 | ||||||||
2018 | 2,077 | ||||||||
Total | $ | 48,558 | |||||||
Fair_Value_Disclosures_Tables
Fair Value Disclosures (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Fair Value Disclosures [Abstract] | |||||||||
Summary of Fair Value and Carrying Value of Fixed and Floating Rate Debt | The fair value of fixed and floating rate debt is based on unobservable market rates (Level 3 inputs). The following table summarizes the fair value of fixed and floating rate debt and the corresponding carrying value of fixed and floating rate debt as of: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Carrying amount | $ | 48,558 | $ | 45,931 | |||||
Fair value | $ | 48,184 | $ | 44,854 |
Restricted_Stock_Stock_Options1
Restricted Stock, Stock Options and Other Stock Plans (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
Summary of Consolidated Balance Sheets and Statements of Operations Line Items for Stock-Based Compensation Cost | The following table reflects the consolidated balance sheets and statements of operations line items for stock-based compensation cost for the periods stated: | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Real estate inventories - Assets | $ | 9 | $ | 16 | |||||
General and administrative - Expenses | 76 | 134 | |||||||
$ | 85 | $ | 150 | ||||||
Organization_Additional_Inform
Organization - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | 15-May-15 | |
Real Estate Properties [Line Items] | |||
Additional proceeds from loan agreement | $10,283,000 | $5,405,000 | |
Credit facilities and project related loans | 26,700,000 | ||
Credit facilities and project related loans, maturity year | 2015 | ||
Secured and extended loan amount | 2,700,000 | ||
Debt instrument maturity date | 30-Jun-15 | ||
Loan extension description | Subsequent to quarter end, the Company secured an extension on $2.7 million, of the $26.7 million, which was scheduled to mature in the second quarter of 2015. The extension provides for an additional 12 months, to the second quarter of 2016, with an automatic extension for an additional 12 months, subject to meeting certain conditions (additional details are provided below and in Note 17). | ||
Comstock Growth Fund [Member] | |||
Real Estate Properties [Line Items] | |||
Additional proceeds from loan agreement | 3,100,000 | ||
Subsequent Events [Member] | Comstock Growth Fund [Member] | |||
Real Estate Properties [Line Items] | |||
Additional proceeds from loan agreement | $500,000 |
Real_Estate_Inventories_Summar
Real Estate Inventories - Summary of Real Estate Held for Development and Sale (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Real Estate Properties [Line Items] | ||
Total | $44,674 | $40,889 |
Land and Land Development Costs [Member] | ||
Real Estate Properties [Line Items] | ||
Total | 25,048 | 22,487 |
Cost of Construction (Including Capitalized Interest and Real Estate Taxes) [Member] | ||
Real Estate Properties [Line Items] | ||
Total | $19,626 | $18,402 |
Warranty_Reserve_Additional_In
Warranty Reserve - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2015 | |
Guarantees [Abstract] | |
Period for which warranty claims expected to arise | 1 year |
Period for which warranty claims expected to arise under statutorily period | 2 years |
Warranty_Reserve_Summary_of_Wa
Warranty Reserve - Summary of Warranty Reserve Activity Included in Accounts Payable and Accrued Liabilities (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Guarantees [Abstract] | ||
Balance at beginning of period | $492 | $510 |
Additions | 42 | 38 |
Releases and/or charges incurred | -172 | -34 |
Balance at end of period | $362 | $514 |
Capitalized_Interest_and_Real_2
Capitalized Interest and Real Estate Taxes - Summary of Interest Incurred and Capitalized and Interest Expensed for Units Settled (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Real Estate Investment Property, at Cost [Abstract] | ||
Total interest incurred and capitalized | $761 | $530 |
Total real estate taxes incurred and capitalized | 68 | 53 |
Total interest and real estate taxes incurred and capitalized | 829 | 583 |
Interest expensed as a component of cost of sales | 380 | 52 |
Real estate taxes expensed as a component of cost of sales | 38 | 31 |
Interest and real estate taxes expensed as a component of cost of sales | $418 | $83 |
Capitalized_Interest_and_Real_3
Capitalized Interest and Real Estate Taxes - Summary of Interest and Real Estate Taxes Expensed in Consolidated Statement of Operations (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Real Estate Investment Property, at Cost [Abstract] | ||
Interest incurred and expensed from entity level borrowings | $163 | |
Interest incurred and expensed for inactive projects | 4 | |
Real estate taxes incurred and expensed for inactive projects | 3 | 2 |
Interest and real estate tax expense | $170 | $2 |
Loss_Per_Share_Restricted_Stoc
Loss Per Share - Restricted Stock Awards, Stock Options and Warrants Excluded from Diluted Share Computation (Detail) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Options/Warrants/Awards excluded from the computation of dilutive earnings per share | 163 | 1,304 |
Restricted Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Options/Warrants/Awards excluded from the computation of dilutive earnings per share | 65 | 367 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Options/Warrants/Awards excluded from the computation of dilutive earnings per share | 96 | 277 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Options/Warrants/Awards excluded from the computation of dilutive earnings per share | 2 | 660 |
Segment_Disclosures_Additional
Segment Disclosures - Additional information (Detail) | 3 Months Ended |
Mar. 31, 2015 | |
Segment | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 3 |
Multi-Family [Member] | |
Segment Reporting Information [Line Items] | |
Projects units minimum | 75 |
Projects units maximum | 200 |
Segment_Disclosures_Segment_Re
Segment Disclosures - Segment Reporting Information (Detail) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Segment Reporting Information [Line Items] | |||
Gross revenue | $10,317 | $7,954 | |
Gross profit | 1,562 | 1,605 | |
Net (loss) income | -668 | -843 | |
Depreciation and amortization | 111 | 174 | |
Interest expense | 167 | ||
Total assets | 58,858 | 54,110 | 56,367 |
Homebuilding [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross revenue | 10,010 | 7,831 | |
Gross profit | 1,420 | 1,575 | |
Net (loss) income | -810 | -873 | |
Depreciation and amortization | 111 | 174 | |
Interest expense | 167 | ||
Total assets | 58,382 | 53,871 | |
Real Estate Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross revenue | 307 | 123 | |
Gross profit | 142 | 30 | |
Net (loss) income | 142 | 30 | |
Total assets | $476 | $239 |
Income_Tax_Additional_Informat
Income Tax - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Tax Examination [Line Items] | ||
Tax provision (benefit) | ($70,000) | $74,000 |
Deferred tax benefit or expense | 108,000 | |
Federal and state NOLs | 123,000,000 | |
Potential fair value of tax savings on federal and state NOLs | 48,000,000 | |
Year of expiration of net operating loss carryforward expiration year | 2028 | |
Percentage of ownership change | 50.00% | |
Specified time period for ownership change | 3 years | |
Stockholder rights plan expired period | 2014-05 | |
Accruals related to uncertainties tax positions | 0 | 0 |
DISTRICT OF COLUMBIA | ||
Income Tax Examination [Line Items] | ||
Tax provision (benefit) | 137,000 | |
Effective tax rate related to statutory tax | 6.00% | 12.00% |
Deferred tax benefit or expense | 121,000 | |
Income tax expense (benefit) | $51,000 | |
Maximum [Member] | ||
Income Tax Examination [Line Items] | ||
Percentage of change in ownership of shareholders | 5.00% | |
Tax year remain subject to examination | 2014 | |
Minimum [Member] | ||
Income Tax Examination [Line Items] | ||
Percentage of change in ownership of shareholders | 1.00% | |
Tax year remain subject to examination | 2011 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Commitment And Contingencies [Line Items] | |||
Letter of credit, amount | $3,700,000 | $5,700,000 | |
Amounts drawn against outstanding letters of credit or performance bond | 0 | 0 | |
Escrow accounts | 500,000 | 400,000 | |
Performance Bonds [Member] | |||
Commitment And Contingencies [Line Items] | |||
Outstanding performance and payment of bonds | $3,800,000 | $800,000 |
Related_Party_Transactions_Fut
Related Party Transactions - Future Minimum Lease Payments (Detail) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2015 | $241 |
2016 | 329 |
2017 | 167 |
Total | $737 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||
Oct. 17, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 14, 2013 | Dec. 31, 2014 | Dec. 18, 2014 | |
Related Party Transaction [Line Items] | ||||||
Debt instrument maturity date | 30-Jun-15 | |||||
Maximum borrowing amount | $5,000,000 | |||||
Debt instrument, initial principal amount | 48,558,000 | 45,931,000 | ||||
Loan annual principal repayment, percentage | 10.00% | |||||
Principal and accrued interest, net of discounts outstanding | 17,700,000 | 15,488,000 | ||||
Trade Accounts Receivable [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Trade receivables | 150,000 | 38,000 | ||||
LIBOR Rate [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument, spread variable rate | 3.25% | |||||
Floor Rate [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument, spread variable rate | 5.00% | |||||
Comstock Growth Fund [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Principal and accrued interest, net of discounts outstanding | 13,600,000 | |||||
Interest payments | 400,000 | |||||
Comstock Growth Fund [Member] | Notes Payable, Other Payables [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum borrowing amount | 25,000,000 | |||||
Debt instrument, initial principal amount | 10,000,000 | |||||
Debt instrument, maximum amount available for borrowing | 20,000,000 | |||||
Debt instrument, term | 3 years | |||||
Debt instrument, interest rate description | LIBOR | |||||
Comstock Growth Fund [Member] | LIBOR Rate [Member] | Notes Payable, Other Payables [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument, spread variable rate | 9.75% | |||||
Comstock Growth Fund [Member] | Floor Rate [Member] | Notes Payable, Other Payables [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument, floor interest rate | 10.00% | |||||
Comstock Growth Fund [Member] | Private Placement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum borrowing amount | 25,000,000 | |||||
Comstock Development Services [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Membership interests, initial aggregate principal amount | 10,000,000 | |||||
Comstock Development Services [Member] | Private Placement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Membership interests, initial aggregate principal amount | 10,000,000 | |||||
Comstock Asset Management, L.C. [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total payments made under lease agreement | 79,000 | 76,000 | ||||
Straight-line rent payable | 28,000 | 28,000 | ||||
Services and out-of-pocket expenses incurred | 153,000 | 102,000 | ||||
Stonehenge [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument maturity date | 1-Jan-16 | |||||
Periodic payment of debt under Amended and Restated Senior Note | 50,000 | |||||
Periodic payment of debt under Amended and Restated Senior Note | $150,000 | $150,000 |
Note_Receivable_Additional_Inf
Note Receivable - Additional Information (Detail) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | |
Receivables [Abstract] | ||||
Note receivable originated with third party | $180,000 | |||
Maturity date of note receivable | 2-Sep-19 | |||
Fixed interest rate | 6.00% | |||
Outstanding balance of note receivable | 165,000 | 173,000 | ||
Interest income | $3,000 | $0 |
Variable_Interest_Entity_Addit
Variable Interest Entity - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 1 Months Ended | |||
Mar. 31, 2015 | Mar. 14, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Sep. 27, 2012 | Aug. 23, 2012 | |
Unit | Unit | ||||||
Maryland [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Number of town homes | 36 | ||||||
Number of multi-family units | 117 | ||||||
Washington, D.C. [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Number of town homes | 73 | ||||||
Number of single family units | 38 | ||||||
Virginia [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Number of town homes | 110 | ||||||
Number of single family units | 19 | ||||||
Class A [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Number of warrants issued | 499,000 | ||||||
Aggregate fair value of warrants for investors | $410,000 | 146,000 | |||||
Comstock Investors VII, L.C [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Preferred distribution | 1,000,000 | ||||||
Cumulative, compounded, preferred return rate | 20.00% | ||||||
Percentage of cumulative cash on cash return | 20.00% | ||||||
Comstock Investors VII, L.C [Member] | Class A [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Number of warrants issued | 112,000 | ||||||
New Hampshire Avenue, LLC [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Profit distributed | 850,000 | 1,100,000 | |||||
Comstock Eastgate, L.C. [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Preferred distribution | 0 | 0 | |||||
Comstock Investors VIII, L.C [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Preferred distribution | 0 | 0 | |||||
Cumulative, compounded, preferred return rate | 20.00% | ||||||
Percentage of cumulative cash on cash return | 20.00% | ||||||
Comstock Investors VIII, L.C [Member] | Maryland [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Number of town homes | 45 | ||||||
Comstock Investors VIII, L.C [Member] | Virginia [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Number of town homes | 42 | ||||||
Comstock Investors VIII, L.C [Member] | Class A [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Aggregate fair value of warrants for investors | 131,000 | ||||||
Number of warrants issued | 102 | ||||||
Subsidiaries [Member] | Comstock Investors VII, L.C [Member] | Private Placement [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Initial aggregate principal amount up to capital raise | 7,300,000 | ||||||
Subsidiaries [Member] | Comstock Investors VIII, L.C [Member] | Private Placement [Member] | Class B [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Initial aggregate principal amount up to capital raise | 4,000,000 | ||||||
Consolidated Real Estate Inventories [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Number of projects | 66 | 111 | |||||
Total liabilities | 11,900,000 | 13,500,000 | |||||
Total assets | $19,600,000 | $19,500,000 |
Unconsolidated_Joint_Venture_A
Unconsolidated Joint Venture - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Equity Method Investments and Joint Ventures [Abstract] | ||
Earnings from the unconsolidated joint venture | $19 | $16 |
Distributions collected from joint venture | $15 | $50 |
Unconsolidated_Joint_Venture_S
Unconsolidated Joint Venture - Summarized Financial Information for Unconsolidated Joint Venture (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Operations: | ||
Total net revenue | $74 | $61 |
Total expenses | 37 | 29 |
Net income | 37 | 32 |
Comstock Holding Companies, Inc. pro rata share of net income | $19 | $16 |
Credit_Facilities_Summary_of_N
Credit Facilities - Summary of Notes Payable (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Total secured notes | $28,923 | $28,379 |
Unsecured financing | 1,935 | 2,064 |
Notes payable to affiliate, unsecured, net of $2.2 million and $1.4 million discount, respectively | 17,700 | 15,488 |
Total notes payable | 48,558 | 45,931 |
Development and Acquisition Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total secured notes | 14,618 | 13,748 |
Mezzanine Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total secured notes | 5,212 | 5,770 |
Letter of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Total secured notes | 2,351 | 2,356 |
Construction Loans [Member] | Construction Revolvers [Member] | ||
Debt Instrument [Line Items] | ||
Total secured notes | $6,742 | $6,505 |
Credit_Facilities_Summary_of_N1
Credit Facilities - Summary of Notes Payable (Parenthetical) (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Debt Disclosure [Abstract] | ||
Discount on unsecured notes payable to affiliates | $2.20 | $1.40 |
Credit_Facilities_Maturities_a
Credit Facilities - Maturities and/or Curtailment Obligations of All Borrowings (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ||
2015 | $26,762 | |
2016 | 7,055 | |
2017 | 12,664 | |
2018 | 2,077 | |
Total notes payable | $48,558 | $45,931 |
Credit_Facilities_Additional_I
Credit Facilities - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Oct. 17, 2014 | Mar. 14, 2013 | Dec. 18, 2014 | |
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $5,000,000 | |||||
Outstanding secured debt | 28,923,000 | 28,379,000 | ||||
Debt instrument maturity date | 30-Jun-15 | |||||
Line of credit outstanding | 2,400,000 | |||||
Debt instrument maturity description | This line of credit bears a variable interest rate tied to a one-month LIBOR plus 3.25% per annum, with an interest rate floor of 5.0% and matures on July 15, 2015 with an extension option for an additional twelve months provided that the Company meets certain conditions. | |||||
Unsecured financing for period | 1,935,000 | 2,064,000 | ||||
Outstanding borrowings for loan | 17,700,000 | 15,488,000 | ||||
Possible increase in capital from sale of additional interests | 0 | |||||
Amortization period of debt discount | 3 years | |||||
Debt instrument, initial principal amount | 48,558,000 | 45,931,000 | ||||
Mark to market gain on derivative liability | 154,000 | |||||
Class A [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Possible increase in capital from sale of additional interests | 0 | |||||
Number of warrants issued | 499,000 | |||||
Aggregate fair value of warrants issued | 410,000 | 146,000 | ||||
Comstock Growth Fund [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate | 10.00% | 10.00% | ||||
Outstanding borrowings for loan | 13,600,000 | |||||
Comstock Growth Fund [Member] | Private Placement [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 25,000,000 | |||||
Fair value of shares | 1,400,000 | |||||
Mark to market gain on derivative liability | 154,000 | 154,000 | ||||
Comstock Growth Fund [Member] | Class A [Member] | Private Placement [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Commitment of shares to be granted | 1,500,000 | |||||
Comstock Development Services [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Initial aggregate principal amount up to capital raise | 10,000,000 | |||||
Comstock Development Services [Member] | Private Placement [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Initial aggregate principal amount up to capital raise | 10,000,000 | |||||
LIBOR Rate [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument spread variable rate | 3.25% | |||||
Floor Rate [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument spread variable rate | 5.00% | |||||
Minimum [Member] | Class A [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Number of common stock outstanding under warrants | 500,000 | |||||
Maximum [Member] | Class A [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Number of common stock outstanding under warrants | 1,000,000 | |||||
Maximum [Member] | Comstock Development Services [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Possible increase in capital from sale of additional interests | 20,000,000 | |||||
Notes Payable, Other Payables [Member] | Comstock Growth Fund [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 25,000,000 | |||||
Debt instrument, term | 3 years | |||||
Debt instrument, interest rate description | LIBOR | |||||
Debt instrument, initial principal amount | 10,000,000 | |||||
Debt instrument, maximum amount available for borrowing | 20,000,000 | |||||
Debt instrument, interest payments term | Interest payments will be made monthly in arrears. | |||||
Principal curtailment requirement, percentage | 10.00% | |||||
Notes Payable, Other Payables [Member] | LIBOR Rate [Member] | Comstock Growth Fund [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument spread variable rate | 9.75% | |||||
Notes Payable, Other Payables [Member] | Floor Rate [Member] | Comstock Growth Fund [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, floor interest rate | 10.00% | |||||
Construction Loans [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Revolving facility outstanding | 6,700,000 | 6,500,000 | ||||
Construction Loans [Member] | Construction Revolvers [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 37,500,000 | 33,400,000 | ||||
Unused loan commitments | 30,800,000 | 26,900,000 | ||||
Maturity range, start date | 2015-05 | |||||
Maturity dates, end date | 2018-03 | |||||
Outstanding construction revolving facility | 5.10% | 5.10% | ||||
Outstanding secured debt | 6,742,000 | 6,505,000 | ||||
Development and Acquisition Notes [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 37,800,000 | 28,000,000 | ||||
Maturity range, start date | 2015-05 | |||||
Maturity dates, end date | 2018-03 | |||||
Outstanding construction revolving facility | 4.70% | 4.80% | ||||
Outstanding secured debt | 14,600,000 | 13,700,000 | ||||
Development and Acquisition Notes [Member] | Minimum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate floors ranging | 4.50% | |||||
Development and Acquisition Notes [Member] | Maximum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate floors ranging | 5.75% | |||||
Mezzanine Notes One [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 3,000,000 | 3,000,000 | ||||
Outstanding secured debt | 3,000,000 | 3,000,000 | ||||
Number of secured mezzanine loans | 3 | 3 | ||||
Fixed interest rate | 13.50% | |||||
Debt instrument maturity date | 22-Sep-15 | |||||
Mezzanine Notes Two And Three [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 3,200,000 | 3,200,000 | ||||
Revolving facility outstanding | 2,200,000 | 2,800,000 | ||||
Debt instrument maturity date | 22-Jun-15 | |||||
Interest rate | 12.00% | |||||
Interest rate paid on a monthly basis | 6.00% | |||||
Interest rate accrued and paid on maturity | 6.00% | |||||
Line of credit maturity date | 15-Jul-15 | |||||
Unsecured Note [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument maturity date | 28-Dec-18 | |||||
Interest rate | 2.40% | 2.40% | ||||
Debt instrument spread variable rate | 2.20% | |||||
Debt instrument, term | 10 years | |||||
Debt instrument, interest rate description | LIBOR plus 2.2% | |||||
Due to Affiliate [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument maturity date | 20-Jul-13 | |||||
Interest rate | 3.70% | 3.60% | ||||
Debt instrument spread variable rate | 3.00% | |||||
Debt instrument, interest rate description | LIBOR plus 3% | |||||
Extended maturity date | 1-Jan-16 | |||||
Monthly payment for accrued unpaid interest and principal | 50,000 | |||||
Outstanding borrowings for loan | 4,100,000 | 4,200,000 | ||||
Due to Affiliate [Member] | Comstock Growth Fund [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Outstanding borrowings for loan | $13,600,000 | $11,300,000 |
Fair_Value_Disclosures_Summary
Fair Value Disclosures - Summary of Fair Value and Carrying Value of Fixed and Floating Rate Debt (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Debt instrument outstanding balance | $48,558 | $45,931 |
Unobservable Inputs (Level 3 Inputs) [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Debt instrument outstanding balance | 48,558 | 45,931 |
Fair value | $48,184 | $44,854 |
Restricted_Stock_Stock_Options2
Restricted Stock, Stock Options and Other Stock Plans - Additional Information (Detail) (USD $) | 3 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average remaining contractual term of unexercised stock options | 6 years 7 months 6 days | ||
Unrecognized compensation cost related to stock issuances | $0.40 | $0.50 | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued by the company | 0 | 0 | |
Restricted Stock Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued by the company | 0 | 0 |
Restricted_Stock_Stock_Options3
Restricted Stock, Stock Options and Other Stock Plans - Summary of Consolidated Balance Sheets and Statements of Operations Line Items for Stock-Based Compensation Cost (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share based compensation cost capitalized | $85 | $150 |
Real Estate Inventories - Assets [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share based compensation cost capitalized | 9 | 16 |
General and Administrative - Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share based compensation cost capitalized | $76 | $134 |
Severance_and_Restructuring_Ad
Severance and Restructuring - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Installment | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance cost | $597,000 | |
Healthcare cost | 14,000 | |
Number of semi-monthly installments | 36 | |
Separation agreement date | 24-Jun-14 | |
Liabilities | 58,299,000 | 54,512,000 |
Forfeiture of stock option and restricted stock awards | 131,000 | |
Severance or restructuring charges | 0 | |
Accounts Payable and Accrued Liabilities [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Liabilities | $200,000 | |
Class A and Class B Common Stock [Member] | Minimum [Member] | First Purchase [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Purchase of common stock | 1,000,000 | |
Class A and Class B Common Stock [Member] | Minimum [Member] | Subsequent Purchase [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Purchase of common stock | 100,000 | |
Class A and Class B Common Stock [Member] | June 30, 2015 [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Common stock, par value | $1.09 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | ||||||
Mar. 31, 2015 | 1-May-15 | 12-May-15 | Apr. 29, 2015 | Oct. 17, 2014 | Mar. 14, 2013 | Dec. 31, 2014 | 4-May-15 | |
Unit | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument maturity date | 30-Jun-15 | |||||||
Outstanding borrowing under revolving credit facility | $5,000,000 | |||||||
Private Placement [Member] | Comstock Growth Fund [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Outstanding borrowing under revolving credit facility | 25,000,000 | |||||||
Virginia [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds used to finance, Number of single family homes | 19 | |||||||
Class A [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock, shares issued | 19,221,030 | 19,099,722 | ||||||
Subsequent Events [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase price of agreement | 1,200,000 | |||||||
Subsequent Events [Member] | Scenario, Plan [Member] | Comstock Investors IX [Member] | Maximum [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds used for financing Stone Ridge community | 3,000,000 | |||||||
Subsequent Events [Member] | Virginia [Member] | Comstock Investors IX [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds used to finance, Number of single family homes | 35 | |||||||
Subsequent Events [Member] | Class A [Member] | Comstock Growth Fund [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Additional shares received by purchasers | 16,000 | |||||||
Additional shares received by purchasers for each share of membership interest purchased | 100,000 | |||||||
Subsequent Events [Member] | Class A [Member] | Private Placement [Member] | Comstock Growth Fund [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock, shares issued | 1,500,000 | |||||||
Cardinal Bank [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument maturity date | 28-May-15 | |||||||
Extended loan maturity date | 8-May-16 | |||||||
Outstanding borrowing under revolving credit facility | 2,700,000 | |||||||
United Bank [Member] | Subsequent Events [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Secured construction loan | $2,300,000 | |||||||
Debt instrument, interest rate description | LIBOR plus 3.5% | |||||||
Debt instrument, spread variable rate | 3.50% | |||||||
Debt instrument, floor interest rate | 4.25% | |||||||
Debt instrument maturity date | 2017-10 |