Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 16, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
AmendmentDescription | This Amendment No. 1 on Form 10-Q/A (this “Amendment”) to the Quarterly Report on Form 10-Q of Comstock Holding Companies, Inc. (the “Company”) for the fiscal quarter ended September 30, 2015, initially filed with the Securities and Exchange Commission (the “SEC”) on November 16, 2015 (the “Original Report”), is being filed because certain amounts in the “Net (loss) income” line item in the Unaudited Consolidated Statements of Operations on page 4 of the Original Report were inadvertently changed as a result of a transmission error by our financial printer. This Amendment No. 1 amends and restates the Original Report in its entirety. In addition, as required by SEC rules, the certifications pursuant to Sections 906 and 302 of the Sarbanes-Oxley Act of 2002 included in the Original Report have been updated as required for the date of this Amendment. Except as described above, no changes have been made to the Original Report. This Amendment continues to speak as of the date of the Original Report, and the Company has not updated the disclosures contained therein to reflect any events that occurred at a date subsequent to the Original Report. | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | CHCI | |
Entity Registrant Name | Comstock Holding Companies, Inc. | |
Entity Central Index Key | 1,299,969 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,981,000 | |
Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 390,500 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
ASSETS | ||
Cash and cash equivalents | $ 1,761 | $ 7,498 |
Restricted cash | 2,488 | 1,779 |
Trade receivables | 519 | 110 |
Real estate inventories | 49,145 | 40,889 |
Property, plant and equipment, net | 454 | 395 |
Other assets, net | 5,185 | 5,696 |
TOTAL ASSETS | 59,552 | 56,367 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable and accrued liabilities | 10,107 | 8,538 |
Notes payable - secured by real estate inventories | 27,243 | 28,379 |
Notes payable - due to affiliates, unsecured, net of discount | 17,959 | 15,488 |
Notes payable - unsecured | 1,724 | 2,064 |
Income taxes payable | 43 | |
TOTAL LIABILITIES | $ 57,033 | $ 54,512 |
Commitments and contingencies (Note 8) | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Additional paid-in capital | $ 173,044 | $ 171,639 |
Accumulated deficit | (174,060) | (171,218) |
TOTAL COMSTOCK HOLDING COMPANIES, INC. DEFICIT | (3,644) | (2,131) |
Non-controlling interests | 6,163 | 3,986 |
TOTAL EQUITY | 2,519 | 1,855 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 59,552 | 56,367 |
Class A [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock | 30 | 27 |
Treasury stock, at cost (85,570 and 60,947 shares Class A common stock, respectively) | (2,662) | (2,583) |
TOTAL EQUITY | 30 | 27 |
Class B [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock | 4 | 4 |
TOTAL EQUITY | $ 4 | $ 4 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Class A [Member] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 11,038,071 | 11,038,071 |
Common stock, shares issued | 2,981,000 | 2,696,014 |
Common stock, shares outstanding | 2,981,000 | 2,696,014 |
Treasury stock, shares | 85,570 | 60,947 |
Class B [Member] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 390,500 | 390,500 |
Common stock, shares issued | 390,500 | 390,500 |
Common stock, shares outstanding | 390,500 | 390,500 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues | ||||
Revenue-homebuilding | $ 12,043 | $ 18,225 | $ 34,168 | $ 37,713 |
Revenue-other | 245 | 142 | 1,001 | 408 |
Total revenue | 12,288 | 18,367 | 35,169 | 38,121 |
Expenses | ||||
Cost of sales-homebuilding | 10,749 | 15,021 | 29,933 | 30,736 |
Cost of sales-other | 103 | 80 | 456 | 258 |
Sales and marketing | 498 | 600 | 1,412 | 1,697 |
General and administrative | 1,853 | 1,626 | 5,686 | 5,833 |
Interest and real estate tax expense | 100 | 18 | 426 | 23 |
Operating (loss) income | (1,015) | 1,022 | (2,744) | (426) |
Other income, net | 28 | 106 | 802 | 173 |
(Loss) income before income tax expense | (987) | 1,128 | (1,942) | (253) |
Income tax expense | (36) | (137) | (23) | (268) |
Net (loss) income | (1,023) | 991 | (1,965) | (521) |
Net income attributable to non-controlling interests | 68 | 1,150 | 877 | 2,881 |
Net loss attributable to Comstock Holding Companies, Inc. | $ (1,091) | $ (159) | $ (2,842) | $ (3,402) |
Basic net loss per share | $ (0.33) | $ (0.05) | $ (0.90) | $ (1.13) |
Diluted net loss per share | $ (0.33) | $ (0.05) | $ (0.90) | $ (1.13) |
Basic weighted average shares outstanding | 3,284 | 3,021 | 3,166 | 3,008 |
Diluted weighted average shares outstanding | 3,284 | 3,021 | 3,166 | 3,008 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings (Deficit) [Member] | Non-Controlling Interest [Member] | Class A [Member] | Class B [Member] |
Beginning Balance at Dec. 31, 2013 | $ 19,059 | $ 170,993 | $ (2,480) | $ (164,379) | $ 14,894 | $ 27 | $ 4 |
Beginning Balance, shares at Dec. 31, 2013 | 2,661 | 390 | |||||
Stock compensation and issuances | 434 | 434 | |||||
Stock compensation and issuances, shares | 38 | ||||||
Shares withheld related to net share settlement of restricted stock awards | (62) | (62) | |||||
Shares withheld related to net share settlement of restricted stock awards, shares | (5) | ||||||
Non-controlling interest distributions | (8,290) | (8,290) | |||||
Net (loss) income | (521) | (3,402) | 2,881 | ||||
Ending Balance at Sep. 30, 2014 | 10,620 | 171,365 | (2,480) | (167,781) | 9,485 | $ 27 | $ 4 |
Ending Balance, shares at Sep. 30, 2014 | 2,694 | 390 | |||||
Beginning Balance at Dec. 31, 2014 | 1,855 | 171,639 | (2,583) | (171,218) | 3,986 | $ 27 | $ 4 |
Beginning Balance, shares at Dec. 31, 2014 | 2,726 | 390 | |||||
Stock compensation and issuances | 1,198 | 1,195 | $ 3 | ||||
Stock compensation and issuances, shares | 255 | ||||||
Warrants | 242 | 242 | |||||
Warrants, shares | 12 | ||||||
Shares withheld related to net share settlement of restricted stock awards | (32) | (32) | |||||
Shares withheld related to net share settlement of restricted stock awards, shares | (12) | ||||||
Stock repurchases | (79) | (79) | |||||
Non-controlling interest contributions | 2,450 | 2,450 | |||||
Non-controlling interest distributions | (1,150) | (1,150) | |||||
Net (loss) income | (1,965) | (2,842) | 877 | ||||
Ending Balance at Sep. 30, 2015 | $ 2,519 | $ 173,044 | $ (2,662) | $ (174,060) | $ 6,163 | $ 30 | $ 4 |
Ending Balance, shares at Sep. 30, 2015 | 2,981 | 390 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (1,965) | $ (521) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Amortization of loan discount and deferred financing fees | 240 | 234 |
Deferred income tax benefit | (79) | |
Depreciation expense | 109 | 73 |
Provision for bad debt | 20 | |
Gain on derivative | (696) | |
Earnings from unconsolidated joint venture, net of distributions | (9) | (34) |
Amortization of stock compensation | 193 | 195 |
Changes in operating assets and liabilities: | ||
Restricted cash | (259) | (39) |
Trade receivables | (409) | (9) |
Real estate inventories | (8,231) | (1,711) |
Other assets | 401 | (2,254) |
Accrued interest | 694 | 660 |
Accounts payable and accrued liabilities | 2,702 | 4,411 |
Income taxes payable | (43) | (273) |
Net cash (used in) provided by operating activities | (7,352) | 752 |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (168) | (90) |
Note receivable | 27 | (181) |
Restricted cash | (450) | (331) |
Net cash used in investing activities | (591) | (602) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 27,367 | 23,528 |
Payments on notes payable | (26,258) | (22,154) |
Loan financing costs | (92) | (166) |
Distributions to non-controlling interests | (1,150) | (8,290) |
Contributions from non-controlling interests | 2,450 | |
Proceeds from exercise of stock options | 26 | |
Taxes paid related to net share settlement of equity awards | (32) | (62) |
Repurchase of stock | (79) | |
Net cash provided by (used in) financing activities | 2,206 | (7,118) |
Net decrease in cash and cash equivalents | (5,737) | (6,968) |
Cash and cash equivalents, beginning of period | 7,498 | 11,895 |
Cash and cash equivalents, end of period | 1,761 | 4,927 |
Supplemental cash flow information: | ||
Interest paid, net of interest capitalized | (245) | (660) |
Income taxes paid | 319 | |
Supplemental disclosure for non-cash activity: | ||
Increase in class A common stock par value in connection with vesting and issuance of stock compensation | 1 | |
Discount on notes payable | (543) | |
Accrued liability settled through issuance of stock | 75 | $ 194 |
Comstock Growth Fund [Member] | Private Placement [Member] | ||
Supplemental disclosure for non-cash activity: | ||
Increase in class A common stock par value in connection with CGF Private Placement | 2 | |
Increase in additional paid-in capital in connection with issuance of class A common stock under the CGF Private Placement | $ 903 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [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 homes, 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 under the symbol CHCI and has no public trading history prior to December 17, 2004. For the three and nine months ended September 30, 2015 and 2014, comprehensive loss equaled net loss; therefore, a separate statement of comprehensive loss is not included in the accompanying consolidated financial statements. Recent Developments On April 20, 2015, the Company received a deficiency letter from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the minimum bid price per share for its common stock was below $1.00 for a period of 30 consecutive business days and, accordingly, that the Company did not comply with the minimum bid price requirement of $1.00 per share, as required by Listing Rule 5550(a)(2). On September 25, 2015, to regain compliance with the NASDAQ listing requirement, the Company effected a 1-for-7 reverse stock split of its issued and outstanding shares of Class A common stock and Class B common stock and proportionately decreased the number of authorized shares of Common Stock. The reverse stock split was authorized by our Board of Directors and approved by our stockholders at the annual meeting of stockholders that was held on June 17, 2015. Every seven shares of issued and outstanding Class A common stock, including treasury shares, were exchanged into one share of the Company’s common stock. As a result of the reverse stock split, the number of authorized shares of Class A common stock was reduced from 77,266,500 shares to 11,038,071 shares and the number of authorized shares of Class B common stock was reduced from 2,733,500 shares to 390,500 shares. No fractional shares were issued in connection with the reverse stock split; instead, stockholders who otherwise would have received fractional shares received, in lieu of such fractional shares, an amount of cash based on the closing price of the Company’s common stock on the date of the reverse stock split. All shares related and per share information has been adjusted to give the effect to the reverse stock split from the beginning of the earliest period presented. The par value per share was not adjusted as a result of the reverse stock split. On October 7, 2015, the Company received a letter from Nasdaq indicating that the Company had regained compliance with the stockholders’ equity requirement in Listing Rule 5550(b)(1) and that this matter is now closed. On October 12, 2015, the Company received a letter from Nasdaq indicating that the Company had regained compliance with the minimum bid price requirement of $1.00 per share, as required by Listing Rule 5550(a)(2) and that this matter is now closed. The Company is now compliant with all required Nasdaq listing requirements. Liquidity and Capital Resources 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. 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. 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 of our projects or collection of our projects to have a separate credit facility. Accordingly, the Company typically has had numerous credit facilities and lenders. As of September 30, 2015, the Company had $9.7 million of its credit facilities and project related loans scheduled to mature during the remainder of 2015. On October 15, 2015, subsequent to quarter end, the Company paid off the mezzanine note obtained to acquire the land for the development of the NHA Project (defined below), which had an outstanding balance of $0.3 million. Due to the fact that certain of our credit facilities mature during the fourth quarter of 2015 and during various periods in 2016, we are in active discussions with our lenders and are seeking long term extensions and modifications to the loans. We are anticipating that with successful resolution of those discussions with our lenders, expected proceeds from future 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 to the accompanying consolidated financial statements for details on private placement offerings and our credit facilities, respectively. 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. We evaluate these estimates and judgements on an ongoing basis. Actual results may differ from those estimates under different assumptions or conditions. Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU No. 2014-09 will require an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, which deferred the effective date of ASU 2014-09 for one year, which would make the guidance effective for the Company’s first fiscal year beginning after December 15, 2017. Additionally, the FASB has also decided to permit entities to early adopt the standard, which allows for either full retrospective or modified retrospective methods of adoption, for reporting periods beginning after December 15, 2016. We are currently evaluating the impact of ASU 2014-09 on our consolidated financial statements. We assessed other accounting pronouncements issued or effective during the three months ended September 30, 2015 and deemed they were not applicable to us and are not anticipated to have a material effect on our financial statements. |
Real Estate Inventories
Real Estate Inventories | 9 Months Ended |
Sep. 30, 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: September 30, December 31, Land and land development costs $ 27,020 $ 22,487 Cost of construction (including capitalized interest and real estate taxes) 22,125 18,402 $ 49,145 $ 40,889 |
Warranty Reserve
Warranty Reserve | 9 Months Ended |
Sep. 30, 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 this 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 Nine Months Ended 2015 2014 2015 2014 Balance at beginning of period $ 294 $ 722 $ 492 $ 510 Additions 48 70 140 414 Releases and/or charges incurred (80 ) (275 ) (370 ) (407 ) Balance at end of period $ 262 $ 517 $ 262 $ 517 |
Capitalized Interest and Real E
Capitalized Interest and Real Estate Taxes | 9 Months Ended |
Sep. 30, 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 Nine Months Ended 2015 2014 2015 2014 Total interest incurred and capitalized $ 887 $ 619 $ 2,514 $ 1,699 Total real estate taxes incurred and capitalized 125 69 314 173 Total interest and real estate taxes incurred and capitalized $ 1,012 $ 688 $ 2,828 $ 1,872 Interest expensed as a component of cost of sales $ 471 $ 325 $ 1,227 $ 466 Real estate taxes expensed as a component of cost of sales 64 70 156 126 Interest and real estate taxes expensed as a component of cost of sales $ 535 $ 395 $ 1,383 $ 592 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 they are incurred. The following is a breakdown of the interest and real estate taxes expensed in the consolidated statement of operations for the periods presented: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Interest incurred and expensed from entity level borrowings $ 97 $ — $ 414 $ — Interest incurred and expensed for inactive projects — — 4 — Real estate taxes incurred and expensed for inactive projects 3 18 8 23 $ 100 $ 18 $ 426 $ 23 |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2015 and 2014, respectively, are presented in the accompanying consolidated statements of operations. Restricted stock awards, stock options and warrants for the three and nine months ended September 30, 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 and nine months ended September 30, 2015 and 2014, respectively, the following shares have been excluded from the diluted share computation as their inclusion would be anti-dilutive: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Restricted stock awards 5 40 7 42 Stock options — 23 7 30 Warrants — 39 1 67 5 102 15 139 |
Segment Disclosures
Segment Disclosures | 9 Months Ended |
Sep. 30, 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. area reportable geographic segment. Homebuilding Multi-family Real Total Three Months Ended September 30, 2015 Gross revenue $ 12,043 $ — $ 245 $ 12,288 Gross profit 1,294 — 142 1,436 Net (loss) income (1,165 ) — 142 (1,023 ) Depreciation and amortization 122 — — 122 Interest expense 97 — — 97 Total assets 59,251 — 301 59,552 Three Months Ended September 30, 2014 Gross revenue $ 18,225 $ — $ 142 $ 18,367 Gross profit 3,204 — 62 3,266 Net (loss) income 950 — 41 991 Depreciation and amortization 25 — — 25 Interest expense — — — — Total assets 54,103 — 315 54,418 Nine Months Ended September 30, 2015 Gross revenue $ 34,168 $ — $ 1,001 $ 35,169 Gross profit 4,235 — 545 4,780 Net (loss) income (2,510 ) — 545 (1,965 ) Depreciation and amortization 327 — — 327 Interest expense 418 — — 418 Total assets 59,251 — 301 59,552 Nine Months Ended September 30, 2014 Gross revenue $ 37,713 $ — $ 408 $ 38,121 Gross profit 6,977 — 150 7,127 Net (loss) income (650 ) — 129 (521 ) Depreciation and amortization 73 — — 73 Interest expense — — — — Total assets 54,103 — 315 54,418 The Company allocates sales, marketing and general and administrative expenses to the individual segments based upon specifically allocable costs. |
Income Tax
Income Tax | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 7. INCOME TAX During the three months ended September 30, 2015, the Company recognized income tax expense of $36. During the nine months ended September 30, 2015, the Company recorded an out of period adjustment to reverse the valuation allowance, resulting in the recognition of a deferred tax benefit of $121, offset by year-to-date income tax expense of $144, both related to the NHA project in Washington, DC. Because this error was not material to any previously filed consolidated financial statements and the impact of correcting this error in the current fiscal year is not material, the Company recorded the correction in the first quarter of 2015. The effective tax rate for the three and nine month periods ended September 30, 2015 was 3% and 1%, respectively. The Company currently has approximately $128 million in federal and state net operating losses (NOLs), which, based on current statutory tax rates, represents approximately $50 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”) and it was approved by the Company’s stockholders at the annual meeting of stockholders that was held on June 17, 2015. The Rights Plan was adopted to reduce the likelihood of such an unintended “ownership change” and thus assist in preserving the value of these potential tax benefits. We estimate that as of September 30, 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 September 30, 2015, because of the Company’s full valuation allowance on its net deferred tax assets, excluding the NHA Project deferred tax asset described above. The Company has not recorded any accruals for tax uncertainties as of September 30, 2015 and 2014. We file U.S. and state and local income tax returns in jurisdictions with varying statutes of limitations. The 2012 through 2014 tax years remain subject to examination by federal and state tax authorities. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 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 September 30, 2015 and 2014, the Company had $3.5 million and $4.8 million in letters of credit, respectively. At September 30, 2015 and 2014, the Company had $5.0 million and $4.3 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 September 30, 2015 and December 31, 2014, we had approximately $0.8 million and $0.4 million, respectively, in these escrow accounts, which are included in ‘Restricted cash’ in the consolidated balance sheets. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 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 $ 81 2016 329 2017 167 Total $ 577 For the three months ended September 30, 2015 and 2014, total payments made under this lease agreement were $81 and $80, respectively. For the nine months ended September 30, 2015 and 2014, total payments under this lease agreement were $239 and $232, respectively. As of September 30, 2015 and December 31, 2014, the Company recorded a straight–line rent payable of $26, which is included in ‘Accounts payable and accrued liabilities’ in the accompanying consolidated balance sheets. 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 September 30, 2015 and 2014, the Company billed Comstock Asset Management, L.C. $244 and $142, respectively, for services and out-of-pocket expenses. For the nine months ended September 30, 2015 and 2014, Comstock Asset Management, L.C. was billed $617 and $375, respectively, for services and out-of-pocket expenses incurred. Revenues from this arrangement are included within ‘Revenue – other’ in the accompanying consolidated statements of operations. As of September 30, 2015 and December 31, 2014, the Company was owed $293 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 and nine months ended September 30, 2015 and 2014, the Company made payments of $150 and $450, respectively, under this Note. On October 17, 2014, Comstock Growth Fund (“CGF”), an administrative entity managed by the Company, 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 a principal amount of $10 million (the “CGF Private Placement”). Other Purchasers who purchased interest in the CGF Private Placement included members of the Company’s management, board of directors and third party accredited investors for an additional principal amount of $6.2 million. 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 unsecured promissory note remained the same. The Company borrowed additional principal loan amount of $6.2 million under the Amended and Restated CGF promissory note bringing the total aggregate principal amount borrowed to $16.2 million. The CGF 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 September 30, 2015, $14.1 million was outstanding in principal and accrued interest, net of discounts. For the three and nine months ended September 30, 2015, the Company made interest payments of $0.3 million and $1.1 million, respectively. Additionally, on December 18, 2014, CGF entered into amended and restated subscription agreements with CDS, members of the Company’s management, board of directors and third party accredited investors who participated in the CGF Private Placement (the “Amended CGF Private Placement”). Under the Amended CGF Private Placement, in addition to the warrants described under Note 13 to the accompanying consolidated financial statements, the Company entered into a commitment to grant 226,857 shares of the Company’s Class A common stock to purchasers of membership interest of CGF in the Amended CGF Private Placement. On May 12, 2015, the Company issued the 226,857 un-registered shares of its Class A common stock to the purchasers in the Amended CGF Private Placement. The Amended CGF Private Placement was closed for additional investments on May 15, 2015. During the second quarter of 2014, the Company entered into a Separation Agreement in connection with the departure of Gregory V. Benson, our former Chief Operating Officer and former member of our board. 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 description of the Comstock VII and Comstock VIII Private Placements and Note 13 to the consolidated financial statements for a description of the CGF Private Placement and the Amended CGF Private Placement. |
Note Receivable
Note Receivable | 9 Months Ended |
Sep. 30, 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 September 30, 2015 and December 31, 2014, the outstanding balance of the note was $145 and $173, respectively, and is included within ‘Other assets’ in the accompanying consolidated balance sheets. The interest income of $2 and $7 for the three and nine months ended September 30, 2015, respectively, is included in ‘Other income, net’ in the consolidated statements of operations. Interest income of $1 was recorded for the three and nine months ended September 30, 2014. |
Variable Interest Entity
Variable Interest Entity | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity | 11. VARIABLE INTEREST ENTITY Included within the Company’s real estate inventories at September 30, 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 nine months ended September 30, 2015 and 2014, New Hampshire Ave. Ventures, LLC distributed $1.1 million and $3.1 million, respectively to its non-controlling interest member, 6000 New Hampshire Avenue, LLC. 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. During the nine months ended September 30, 2015 and 2014, Comstock Eastgate, L.C. distributed $50 and $1.9 million, respectively to its non-controlling interest member, BridgeCom Development II, LLC. The Company exited the Eastgate project in the second quarter of 2014 after closing on all 66 units. 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 of 1933, as amended (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 from the issuance date, 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 provided 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 were 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. During the nine months ended September 30, 2014, the Company paid distributions in the amount of $3.2 million, to its non-controlling interest member, Comstock VII Class B Members. In October 2014, the Company fully redeemed the equity interest of the 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 nine months ended September 30, 2015 and 2014. In June 2015, Comstock Investors IX, L.C. (“Comstock IX”) entered into subscription agreements with third-party accredited investors (“Comstock IX Class B Members”), pursuant to which Comstock IX Class B Members purchased membership interests in Comstock IX for an aggregate amount of $2.5 million (the “Comstock IX Private Placement”). The Comstock IX 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. The Comstock IX 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 IX Class B Members at any time, provided that (i) all of the Comstock IX Class B Members’ interests are acquired, (ii) the purchase is made in cash and (iii) the purchase price equals the Comstock IX Class B Members’ capital accounts plus any 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 IX Private Placement are being utilized (A) for the current and planned construction of the Stone Ridge project of 35 single family homes in Loudoun County Virginia; (B) to reimburse the Company for prior expenditures incurred on behalf of the Stone Ridge project; and (C) for general corporate purposes of the Company. The Company evaluated Comstock IX 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 have been paid to the Comstock IX Class B Members through September 30, 2015. The distributions to and contributions from the VIEs discussed above are included within the ‘non-controlling interest’ in the consolidated statement of changes in stockholder’s equity for the periods presented. At September 30, 2015 and December 31, 2014 total assets of these VIEs were approximately $24.5 million and $19.5 million, respectively, and total liabilities were approximately $16.1 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 | 9 Months Ended |
Sep. 30, 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 periodically adjusts the carrying value for its proportionate share of earnings, losses and distributions. The carrying value of the investment is included within ‘Other assets’ in the accompanying consolidated balance sheets and our proportionate share of the earnings from the investment are included in ‘Other income, net’ in the accompanying consolidated statement of operations for the period presented. Our share of the earnings for the three and nine months ended September 30, 2015, are $23 and $77, respectively. During the nine months ended September 30, 2015, the Company collected total distributions of $67 as a return on investment. During the three and nine months ended September 30, 2014, our share of the earnings from this joint venture was $89 and $126, respectively. During the nine months ended September 30, 2014, the Company collected total distributions of $91 as a return on investment. Summarized financial information for the unconsolidated joint venture is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Statement of Operations: Total net revenue $ 76 $ 206 $ 248 $ 338 Total expenses 30 28 95 87 Net income $ 46 $ 178 $ 153 $ 251 Comstock Holding Companies, Inc. share of net income $ 23 $ 89 $ 77 $ 126 |
Credit Facilities
Credit Facilities | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Credit Facilities | 13. CREDIT FACILITIES Notes payable consisted of the following: September 30, December 31, 2015 2014 Construction revolvers $ 8,272 $ 6,505 Development and acquisition notes 14,077 13,748 Mezzanine notes 1,829 5,770 Line of credit 3,065 2,356 Total secured notes 27,243 28,379 Unsecured note 1,724 2,064 Notes payable, unsecured, net of $2.2 million and $1.4 million discount, respectively 17,959 15,488 Total notes payable $ 46,926 $ 45,931 As of September 30, 2015, maturities and/or curtailment obligations of all borrowings are as follows: 2015 $ 9,707 2016 19,683 2017 14,128 2018 3,408 Total $ 46,926 As of September 30, 2015, the Company had $9.7 million of its credit facilities and project related loans scheduled to mature during the remainder of 2015. On October 15, 2015, subsequent to quarter end, the Company paid off the mezzanine note obtained to acquire the land for the development of the NHA Project, which had an outstanding balance of $0.3 million. Due to the fact that certain of our credit facilities mature at the end of the current fiscal year and various periods in 2016, we are in active discussions with our lenders and are seeking long term extensions and modifications to the loans. 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 from time to time 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 September 30, 2015 and December 31, 2014, the Company had secured construction revolving credit facilities with a maximum loan commitment of $39.7 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 September 30, 2015 and December 31, 2014, the Company had approximately $31.5 million and $26.9 million, respectively, of unused loan commitments. 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 September 30, 2015 and December 31, 2014, the weighted average interest rate on the Company’s outstanding construction revolving facility was 5.0% and 5.1% per annum, respectively. The Company had $8.3 million and $6.5 million of outstanding construction borrowings as of September 30, 2015 and December 31, 2014, respectively. The construction credit facilities have maturity dates ranging from December 2015 to March 2018, including extensions subject to the Company meeting certain conditions. As of September 30, 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 $14.1 million and $13.7 million, respectively, were outstanding. These loans have maturity dates ranging from December 2015 to March 2018, including extensions subject to the Company meeting certain conditions, and bear interest at a rate based on LIBOR and prime rate pricing options, with interest rate floors ranging from 4.25% to 5.75% per annum. As of September 30, 2015 and December 31, 2014, the weighted average interest rates were 4.7% and 4.8% per annum, respectively. The Company has three secured mezzanine loans. The first mezzanine loan has an outstanding balance of $0.3 million and $3.0 million at September 30, 2015 and December 31, 2014, respectively. 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. On October 15, 2015, subsequent to the quarter end, the Company paid off the first mezzanine note. 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 September 30, 2015 and December 31, 2014, of which $1.5 million and $2.8 million of principal and accrued interest was outstanding as of September 30, 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 have a maturity date of December 31, 2015 and are guaranteed by the Company and our Chief Executive Officer. Line of credit – secured The Company has a secured revolving line of credit with a maximum capacity of $4.0 million. 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 guaranteed by our Chief Executive Officer. The Company uses this line to finance the predevelopment related expenses and deposits for current and future projects and bears a variable interest rate tied to a one-month LIBOR plus 3.25% per annum, with an interest rate floor of 5.0%. This line of credit 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 and matures on January 31, 2016. The Company did not meet the minimum liquidity covenant for the three months ended September 30, 2015. Therefore, on October 27, 2015, subsequent to the quarter end, we obtained a waiver from the financial institution. The Company was in compliance with the minimum net worth covenant as dictated by the line of credit agreement for the three months ended September 30, 2015. As of September 30, 2015 and December 31, 2014, $3.1 million and $2.2 million was outstanding under the line of credit. Unsecured note As of September 30, 2015 and December 31, 2014, the Company had balances of $1.7 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 September 30, 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 September 30, 2015 and December 31, 2014, the interest rate was 3.7% and 3.6% per annum, respectively. The Company had approximately $3.9 million and $4.2 million of outstanding borrowings as of September 30, 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 a principal amount of $10 million (the “CGF Private Placement”). Other purchasers who purchased interest in the CGF Private Placement include members of the Company’s management and board of directors and third party accredited investors for an additional principal amount of $6.2 million. Purchasers other than CDS who purchased a certain amount of interests received warrants that represent the right to purchase an aggregate amount of shares of the Company’s Class A common stock, depending upon the investment amount. As of September 30, 2015, we issued 76,285 warrants representing the right to purchase shares of the Company’s Class A common stock to CGF having an aggregate fair value of $433 that was treated 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. On December 18, 2014, the Company entered into an amended and restated unsecured promissory note pursuant to which the maximum amount for borrowing was increased from $20 million to $25 million. All other terms of the unsecured promissory note remained the same. The Company borrowed additional principal loan amount of $6.2 million under the amended and restated CGF promissory note bringing the total aggregate principal amount borrowed to $16.2 million. The CGF 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. 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 in CGF. The Company had approximately $14.1 million and $11.3 million of outstanding borrowings under the CGF loan, net of discounts, as of September 30, 2015 and December 31, 2014, respectively. For the three and nine months ended September 30, 2015, the Company made interest payments under the CGF loan of $0.3 million and $1.1 million, respectively. As of September 30, 2015 and December 31, 2014, the interest rate of the CGF loan was 10.0% per annum. Additionally, on December 18, 2014, CGF entered into amended and restated subscription agreements with CDS, members of the Company’s management and board of directors and third party accredited investors who participated in the CGF Private Placement (the “Amended CGF Private Placement”). Under the Amended CGF Private Placement, in addition to the warrants described above, the Company entered into a commitment to issue 226,857 shares of the Company’s Class A common stock to purchasers of membership interests of CGF in the Amended CGF Private Placement. On May 12, 2015, the Company issued an aggregate 226,857 un-registered shares of its Class A common stock to the purchasers in the Amended CGF Private Placement. Upon issuance of these shares, the derivative liability was satisfied, and was no longer an obligation, and therefore the value of the shares were recorded within ‘Stockholders’ equity’ as an increase to Class A common stock and ‘Additional paid-in capital’ within the consolidated balance sheets based on the fair value the stock on the date of issuance. The resulting change in fair value was recorded as a gain on derivative and is included within ‘Other income’ on the consolidated statement of operations. The shares of Class A common stock were issued pursuant to exemptions from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and Rule 506 promulgated thereunder. |
Fair Value Disclosures
Fair Value Disclosures | 9 Months Ended |
Sep. 30, 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. 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. The fair value of fixed and floating rate debt is based on unobservable market rates (Level 3 inputs). The following table summarizes the carrying amount and the corresponding fair value of fixed and floating rate debt: September 30, December 31, 2015 2014 Carrying amount $ 46,926 $ 45,931 Fair value $ 47,057 $ 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. In 2014, we wrote-off $2.7 million in land and land development costs related to the Momentum | Shady Grove project. The write-off occurred in December 2014 due to a revision in our previous disposition strategy. The impairment charge was calculated using a discounted cash flow analysis model, which is dependent upon several subjective factors, including the selection of an appropriate discount rate, estimated average sales price and estimated sales rates. In performing our impairment modeling, we must select what we believe is an appropriate discount rate based on current market cost of capital and return expectations. |
Restricted Stock, Stock Options
Restricted Stock, Stock Options and Other Stock Plans | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 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 presented: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Real estate inventories - Assets $ 8 $ 3 $ 25 $ 19 General and administrative - Expenses 58 99 193 195 $ 66 $ 102 $ 218 $ 214 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 Class A common stock on the trading day immediately preceding the applicable settlement date. The remaining amounts are delivered to the recipient as shares of our Class A common stock. As of September 30, 2015, the weighted-average remaining contractual term of unexercised stock options was 6.2 years. As of September 30, 2015 and December 31, 2014, there was $0.3 million and $0.5 million, respectively, of unrecognized compensation cost related to stock grants. |
Severance and Restructuring
Severance and Restructuring | 9 Months Ended |
Sep. 30, 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 served on our board until his term expired at our 2015 annual meeting of stockholders. The Separation Agreement provides for cash severance payment and incremental healthcare insurance through COBRA. In the second quarter of 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 in 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 $33 as of September 30, 2015 is included in the ‘Accounts payable and accrued liabilities’ in the accompanying consolidated balance sheets. In addition, per the Separation Agreement, the Company had 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. The Agreement expired on June 30, 2015 and neither the Company nor any of its designees exercised any portion of the option under the Separation Agreement. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. SUBSEQUENT EVENTS On October 7, 2015, the Company received a letter from Nasdaq indicating that the Company had regained compliance with the stockholders’ equity requirement in Listing Rule 5550(b)(1) and that this matter is now closed. On October 12, 2015, the Company received a letter from Nasdaq indicating that the Company had regained compliance with the minimum bid price requirement of $1.00 per share, as required by Listing Rule 5550(a)(2) and that this matter is now closed. The Company is now compliant with all required Nasdaq listing requirements. On October 15, 2015, the Company paid off the mezzanine note related to the NHA Project of $0.3 million that was outstanding as of September 30, 2015. On October 23, 2015, the Company announced that Mr. Joseph M. Squeri, Chief Financial Officer, was elected to serve on our Board of Directors for a term effective October 23, 2015 until the 2016 annual meeting of the stockholders. Additionally, Mr. Squeri will be resigning from his current role as Chief Financial Officer, effective November 25, 2015. Consequently, Mr. Christopher L. Conover, the Company’s Senior Vice President, Accounting and Finance, has been appointed as the interim Chief Financial Officer and principal financial officer of the Company effective as of November 25, 2015. |
Organization and Basis of Pre24
Organization and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recent Developments | Recent Developments On April 20, 2015, the Company received a deficiency letter from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the minimum bid price per share for its common stock was below $1.00 for a period of 30 consecutive business days and, accordingly, that the Company did not comply with the minimum bid price requirement of $1.00 per share, as required by Listing Rule 5550(a)(2). On September 25, 2015, to regain compliance with the NASDAQ listing requirement, the Company effected a 1-for-7 reverse stock split of its issued and outstanding shares of Class A common stock and Class B common stock and proportionately decreased the number of authorized shares of Common Stock. The reverse stock split was authorized by our Board of Directors and approved by our stockholders at the annual meeting of stockholders that was held on June 17, 2015. Every seven shares of issued and outstanding Class A common stock, including treasury shares, were exchanged into one share of the Company’s common stock. As a result of the reverse stock split, the number of authorized shares of Class A common stock was reduced from 77,266,500 shares to 11,038,071 shares and the number of authorized shares of Class B common stock was reduced from 2,733,500 shares to 390,500 shares. No fractional shares were issued in connection with the reverse stock split; instead, stockholders who otherwise would have received fractional shares received, in lieu of such fractional shares, an amount of cash based on the closing price of the Company’s common stock on the date of the reverse stock split. All shares related and per share information has been adjusted to give the effect to the reverse stock split from the beginning of the earliest period presented. The par value per share was not adjusted as a result of the reverse stock split. On October 7, 2015, the Company received a letter from Nasdaq indicating that the Company had regained compliance with the stockholders’ equity requirement in Listing Rule 5550(b)(1) and that this matter is now closed. On October 12, 2015, the Company received a letter from Nasdaq indicating that the Company had regained compliance with the minimum bid price requirement of $1.00 per share, as required by Listing Rule 5550(a)(2) and that this matter is now closed. The Company is now compliant with all required Nasdaq listing requirements. |
Liquidity and Capital Resources | Liquidity and Capital Resources 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. 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. 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 of our projects or collection of our projects to have a separate credit facility. Accordingly, the Company typically has had numerous credit facilities and lenders. As of September 30, 2015, the Company had $9.7 million of its credit facilities and project related loans scheduled to mature during the remainder of 2015. On October 15, 2015, subsequent to quarter end, the Company paid off the mezzanine note obtained to acquire the land for the development of the NHA Project (defined below), which had an outstanding balance of $0.3 million. Due to the fact that certain of our credit facilities mature during the fourth quarter of 2015 and during various periods in 2016, we are in active discussions with our lenders and are seeking long term extensions and modifications to the loans. We are anticipating that with successful resolution of those discussions with our lenders, expected proceeds from future 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 to the accompanying consolidated financial statements for details on private placement offerings and our credit facilities, respectively. |
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. We evaluate these estimates and judgements on an ongoing basis. Actual results may differ from those estimates under different assumptions or conditions. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU No. 2014-09 will require an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, which deferred the effective date of ASU 2014-09 for one year, which would make the guidance effective for the Company’s first fiscal year beginning after December 15, 2017. Additionally, the FASB has also decided to permit entities to early adopt the standard, which allows for either full retrospective or modified retrospective methods of adoption, for reporting periods beginning after December 15, 2016. We are currently evaluating the impact of ASU 2014-09 on our consolidated financial statements. We assessed other accounting pronouncements issued or effective during the three months ended September 30, 2015 and deemed they were not applicable to us and are not anticipated to have a material effect on our financial statements. |
Real Estate Inventories (Tables
Real Estate Inventories (Tables) | 9 Months Ended |
Sep. 30, 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: September 30, December 31, Land and land development costs $ 27,020 $ 22,487 Cost of construction (including capitalized interest and real estate taxes) 22,125 18,402 $ 49,145 $ 40,889 |
Warranty Reserve (Tables)
Warranty Reserve (Tables) | 9 Months Ended |
Sep. 30, 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 Nine Months Ended 2015 2014 2015 2014 Balance at beginning of period $ 294 $ 722 $ 492 $ 510 Additions 48 70 140 414 Releases and/or charges incurred (80 ) (275 ) (370 ) (407 ) Balance at end of period $ 262 $ 517 $ 262 $ 517 |
Capitalized Interest and Real27
Capitalized Interest and Real Estate Taxes (Tables) | 9 Months Ended |
Sep. 30, 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 Nine Months Ended 2015 2014 2015 2014 Total interest incurred and capitalized $ 887 $ 619 $ 2,514 $ 1,699 Total real estate taxes incurred and capitalized 125 69 314 173 Total interest and real estate taxes incurred and capitalized $ 1,012 $ 688 $ 2,828 $ 1,872 Interest expensed as a component of cost of sales $ 471 $ 325 $ 1,227 $ 466 Real estate taxes expensed as a component of cost of sales 64 70 156 126 Interest and real estate taxes expensed as a component of cost of sales $ 535 $ 395 $ 1,383 $ 592 |
Summary of Interest and Real Estate Taxes Expensed in Consolidated Statement of Operations | The following is a breakdown of the interest and real estate taxes expensed in the consolidated statement of operations for the periods presented: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Interest incurred and expensed from entity level borrowings $ 97 $ — $ 414 $ — Interest incurred and expensed for inactive projects — — 4 — Real estate taxes incurred and expensed for inactive projects 3 18 8 23 $ 100 $ 18 $ 426 $ 23 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2015 and 2014, respectively, the following shares have been excluded from the diluted share computation as their inclusion would be anti-dilutive: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Restricted stock awards 5 40 7 42 Stock options — 23 7 30 Warrants — 39 1 67 5 102 15 139 |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 9 Months Ended |
Sep. 30, 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. area reportable geographic segment. Homebuilding Multi-family Real Total Three Months Ended September 30, 2015 Gross revenue $ 12,043 $ — $ 245 $ 12,288 Gross profit 1,294 — 142 1,436 Net (loss) income (1,165 ) — 142 (1,023 ) Depreciation and amortization 122 — — 122 Interest expense 97 — — 97 Total assets 59,251 — 301 59,552 Three Months Ended September 30, 2014 Gross revenue $ 18,225 $ — $ 142 $ 18,367 Gross profit 3,204 — 62 3,266 Net (loss) income 950 — 41 991 Depreciation and amortization 25 — — 25 Interest expense — — — — Total assets 54,103 — 315 54,418 Nine Months Ended September 30, 2015 Gross revenue $ 34,168 $ — $ 1,001 $ 35,169 Gross profit 4,235 — 545 4,780 Net (loss) income (2,510 ) — 545 (1,965 ) Depreciation and amortization 327 — — 327 Interest expense 418 — — 418 Total assets 59,251 — 301 59,552 Nine Months Ended September 30, 2014 Gross revenue $ 37,713 $ — $ 408 $ 38,121 Gross profit 6,977 — 150 7,127 Net (loss) income (650 ) — 129 (521 ) Depreciation and amortization 73 — — 73 Interest expense — — — — Total assets 54,103 — 315 54,418 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 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 $ 81 2016 329 2017 167 Total $ 577 |
Unconsolidated Joint Venture (T
Unconsolidated Joint Venture (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Statement of Operations: Total net revenue $ 76 $ 206 $ 248 $ 338 Total expenses 30 28 95 87 Net income $ 46 $ 178 $ 153 $ 251 Comstock Holding Companies, Inc. share of net income $ 23 $ 89 $ 77 $ 126 |
Credit Facilities (Tables)
Credit Facilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable | Notes payable consisted of the following: September 30, December 31, 2015 2014 Construction revolvers $ 8,272 $ 6,505 Development and acquisition notes 14,077 13,748 Mezzanine notes 1,829 5,770 Line of credit 3,065 2,356 Total secured notes 27,243 28,379 Unsecured note 1,724 2,064 Notes payable, unsecured, net of $2.2 million and $1.4 million discount, respectively 17,959 15,488 Total notes payable $ 46,926 $ 45,931 |
Maturities and/or Curtailment Obligations of All Borrowings | As of September 30, 2015, maturities and/or curtailment obligations of all borrowings are as follows: 2015 $ 9,707 2016 19,683 2017 14,128 2018 3,408 Total $ 46,926 |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Summary of Carrying Amount and Fair Value of Fixed and Floating Rate Debt | The following table summarizes the carrying amount and the corresponding fair value of fixed and floating rate debt: September 30, December 31, 2015 2014 Carrying amount $ 46,926 $ 45,931 Fair value $ 47,057 $ 44,854 |
Restricted Stock, Stock Optio34
Restricted Stock, Stock Options and Other Stock Plans (Tables) | 9 Months Ended |
Sep. 30, 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 presented: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Real estate inventories - Assets $ 8 $ 3 $ 25 $ 19 General and administrative - Expenses 58 99 193 195 $ 66 $ 102 $ 218 $ 214 |
Organization and Basis of Pre35
Organization and Basis of Presentation - Additional Information (Detail) $ / shares in Units, $ in Thousands | Oct. 12, 2015$ / shares | Sep. 25, 2015shares | Apr. 20, 2015$ / shares | Sep. 30, 2015USD ($)shares | Oct. 15, 2015USD ($) | Sep. 24, 2015shares | Dec. 31, 2014shares |
Organization And Basis Of Presentation [Line Items] | |||||||
Reverse stock split, description | On September 25, 2015, to regain compliance with the NASDAQ listing requirement, the Company effected a 1-for-7 reverse stock split of its issued and outstanding shares of Class A common stock and Class B common stock and proportionately decreased the number of authorized shares of Common Stock. The reverse stock split was authorized by our Board of Directors and approved by our stockholders at the annual meeting of stockholders that was held on June 17, 2015. Every seven shares of issued and outstanding Class A common stock, including treasury shares, were exchanged into one share of the Company’s common stock. As a result of the reverse stock split, the number of authorized shares of Class A common stock was reduced from 77,266,500 shares to 11,038,071 shares and the number of authorized shares of Class B common stock was reduced from 2,733,500 shares to 390,500 shares. No fractional shares were issued in connection with the reverse stock split; instead, stockholders who otherwise would have received fractional shares received, in lieu of such fractional shares, an amount of cash based on the closing price of the Company’s common stock on the date of the reverse stock split. | ||||||
Reverse stock split, Conversion Ratio | 0.142857 | ||||||
Credit facilities and project related loans, maturing during the remainder of 2015 | $ | $ 9,707 | ||||||
Construction Revolvers [Member] | |||||||
Organization And Basis Of Presentation [Line Items] | |||||||
Debt instrument maturity period description | Certain of our credit facilities mature during the fourth quarter of 2015 and during various periods in 2016 | ||||||
Nasdaq Stock Market LLC [Member] | |||||||
Organization And Basis Of Presentation [Line Items] | |||||||
Minimum bid price per share as required by listing rule | $ 1 | ||||||
Minimum bid price per share required period as per listing rule | 30 days | ||||||
Subsequent Events [Member] | Nasdaq Stock Market LLC [Member] | |||||||
Organization And Basis Of Presentation [Line Items] | |||||||
Minimum bid price per share as required by listing rule | $ 1 | ||||||
New Hampshire Avenue, LLC [Member] | Subsequent Events [Member] | Construction Revolvers [Member] | |||||||
Organization And Basis Of Presentation [Line Items] | |||||||
Credit facility outstanding | $ | $ 300 | ||||||
Class A [Member] | |||||||
Organization And Basis Of Presentation [Line Items] | |||||||
Common stock, shares authorized | shares | 11,038,071 | 11,038,071 | 77,266,500 | 11,038,071 | |||
Class B [Member] | |||||||
Organization And Basis Of Presentation [Line Items] | |||||||
Common stock, shares authorized | shares | 390,500 | 390,500 | 2,733,500 | 390,500 |
Real Estate Inventories - Summa
Real Estate Inventories - Summary of Real Estate Held for Development and Sale (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Real Estate Properties [Line Items] | ||
Real estate inventories | $ 49,145 | $ 40,889 |
Land and Land Development Costs [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate inventories | 27,020 | 22,487 |
Cost of Construction (Including Capitalized Interest and Real Estate Taxes) [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate inventories | $ 22,125 | $ 18,402 |
Warranty Reserve - Additional I
Warranty Reserve - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 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 W
Warranty Reserve - Summary of Warranty Reserve Activity Included in Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Guarantees [Abstract] | ||||
Balance at beginning of period | $ 294 | $ 722 | $ 492 | $ 510 |
Additions | 48 | 70 | 140 | 414 |
Releases and/or charges incurred | (80) | (275) | (370) | (407) |
Balance at end of period | $ 262 | $ 517 | $ 262 | $ 517 |
Capitalized Interest and Real39
Capitalized Interest and Real Estate Taxes - Summary of Interest Incurred and Capitalized and Interest Expensed for Units Settled (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Real Estate Investment Property, at Cost [Abstract] | ||||
Total interest incurred and capitalized | $ 887 | $ 619 | $ 2,514 | $ 1,699 |
Total real estate taxes incurred and capitalized | 125 | 69 | 314 | 173 |
Total interest and real estate taxes incurred and capitalized | 1,012 | 688 | 2,828 | 1,872 |
Interest expensed as a component of cost of sales | 471 | 325 | 1,227 | 466 |
Real estate taxes expensed as a component of cost of sales | 64 | 70 | 156 | 126 |
Interest and real estate taxes expensed as a component of cost of sales | $ 535 | $ 395 | $ 1,383 | $ 592 |
Capitalized Interest and Real40
Capitalized Interest and Real Estate Taxes - Summary of Interest and Real Estate Taxes Expensed in Consolidated Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Real Estate Investment Property, at Cost [Abstract] | ||||
Interest incurred and expensed from entity level borrowings | $ 97 | $ 414 | ||
Interest incurred and expensed for inactive projects | 4 | |||
Real estate taxes incurred and expensed for inactive projects | 3 | $ 18 | 8 | $ 23 |
Interest and real estate tax expense | $ 100 | $ 18 | $ 426 | $ 23 |
Loss Per Share - Restricted Sto
Loss Per Share - Restricted Stock Awards, Stock Options and Warrants Excluded from Diluted Share Computation (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Options/Warrants/Awards excluded from the computation of dilutive earnings per share | 5 | 102 | 15 | 139 |
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 | 5 | 40 | 7 | 42 |
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 | 23 | 7 | 30 | |
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 | 39 | 1 | 67 |
Segment Disclosures - Additiona
Segment Disclosures - Additional information (Detail) | 9 Months Ended |
Sep. 30, 2015UnitSegment | |
Segment Reporting Information [Line Items] | |
Number of operating segments | Segment | 3 |
Multi-Family Segment [Member] | |
Segment Reporting Information [Line Items] | |
Projects units minimum | 75 |
Projects units maximum | 200 |
Segment Disclosures - Segment R
Segment Disclosures - Segment Reporting Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||
Gross revenue | $ 12,288 | $ 18,367 | $ 35,169 | $ 38,121 | |
Gross profit | 1,436 | 3,266 | 4,780 | 7,127 | |
Net (loss) income | (1,023) | 991 | (1,965) | (521) | |
Depreciation and amortization | 122 | 25 | 327 | 73 | |
Interest expense | 97 | 418 | |||
Total assets | 59,552 | 54,418 | 59,552 | 54,418 | $ 56,367 |
Homebuilding [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Gross revenue | 12,043 | 18,225 | 34,168 | 37,713 | |
Gross profit | 1,294 | 3,204 | 4,235 | 6,977 | |
Net (loss) income | (1,165) | 950 | (2,510) | (650) | |
Depreciation and amortization | 122 | 25 | 327 | 73 | |
Interest expense | 97 | 418 | |||
Total assets | 59,251 | 54,103 | 59,251 | 54,103 | |
Real Estate Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Gross revenue | 245 | 142 | 1,001 | 408 | |
Gross profit | 142 | 62 | 545 | 150 | |
Net (loss) income | 142 | 41 | 545 | 129 | |
Total assets | $ 301 | $ 315 | $ 301 | $ 315 |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Examination [Line Items] | ||||
Tax provision (benefit) | $ 36,000 | $ 137,000 | $ 23,000 | $ 268,000 |
Deferred income tax benefit | 79,000 | |||
Federal and state NOLs | 128,000,000 | 128,000,000 | ||
Potential fair value of tax savings on federal and state NOLs | 50,000,000 | $ 50,000,000 | ||
Year of expiration of net operating loss carryforward expiration year | 2,028 | |||
Specified time period for ownership change | 3 years | |||
Accruals related to uncertainties tax positions | $ 0 | $ 0 | $ 0 | $ 0 |
Minimum [Member] | ||||
Income Tax Examination [Line Items] | ||||
Percentage of ownership change | 50.00% | 50.00% | ||
Percentage of change in ownership of shareholders | 1.00% | |||
Tax year remain subject to examination | 2,012 | |||
Maximum [Member] | ||||
Income Tax Examination [Line Items] | ||||
Percentage of change in ownership of shareholders | 5.00% | |||
Tax year remain subject to examination | 2,014 | |||
New Hampshire Avenue, LLC [Member] | ||||
Income Tax Examination [Line Items] | ||||
Income tax expense (benefit) | $ 144,000 | |||
Deferred income tax benefit | $ 121,000 | |||
Effective tax rate related to statutory tax | 3.00% | 1.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Commitment And Contingencies [Line Items] | |||
Letter of credit, amount | $ 3,500,000 | $ 4,800,000 | |
Amounts drawn against outstanding letters of credit or performance bond | 0 | 0 | |
Escrow accounts | 800,000 | $ 400,000 | |
Performance Bonds [Member] | |||
Commitment And Contingencies [Line Items] | |||
Outstanding performance and payment of bonds | $ 5,000,000 | $ 4,300,000 |
Related Party Transactions - Fu
Related Party Transactions - Future Minimum Lease Payments (Detail) - Affiliate Wholly Owned By Our Chief Executive Officer [Member] $ in Thousands | Sep. 30, 2015USD ($) |
Related Party Transaction [Line Items] | |
2,015 | $ 81 |
2,016 | 329 |
2,017 | 167 |
Total | $ 577 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Oct. 17, 2014 | Mar. 14, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | May. 12, 2015 | Dec. 31, 2014 | Dec. 18, 2014 |
Related Party Transaction [Line Items] | |||||||||
Debt instrument, initial principal amount | $ 46,926,000 | $ 46,926,000 | $ 45,931,000 | ||||||
Principal and accrued interest, net of discounts outstanding | $ 17,959,000 | $ 17,959,000 | $ 15,488,000 | ||||||
Class A [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Un-registered common stock, shares issued | 2,981,000 | 2,981,000 | 2,696,014 | ||||||
Stonehenge [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument maturity date | Jan. 1, 2016 | ||||||||
Required 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 | $ 450,000 | $ 450,000 | |||||
Comstock Development Services [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Credit facility outstanding | $ 10,000,000 | ||||||||
Other Purchasers [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Credit facility outstanding | 6,200,000 | ||||||||
Comstock Growth Fund [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Principal and accrued interest, net of discounts outstanding | 14,100,000 | 14,100,000 | |||||||
Interest payments | 300,000 | 1,100,000 | |||||||
Comstock Growth Fund [Member] | Class A [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Un-registered common stock, shares issued | 226,857 | ||||||||
Comstock Growth Fund [Member] | Notes Payable, Other Payables [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Credit facility outstanding | 16,200,000 | 16,200,000 | |||||||
Debt instrument, initial principal amount | 10,000,000 | ||||||||
Maximum borrowing amount | $ 20,000,000 | $ 25,000,000 | |||||||
Additional aggregate principal loan amount | $ 6,200,000 | ||||||||
Debt instrument, term | 3 years | ||||||||
Debt instrument, interest rate description | LIBOR | ||||||||
Loan annual principal repayment, percentage | 10.00% | ||||||||
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 Asset Management, L.C. [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Total payments made under lease agreement | 81,000 | 80,000 | $ 239,000 | 232,000 | |||||
Straight-line rent payable | 26,000 | 26,000 | $ 26,000 | ||||||
Services and out-of-pocket expenses incurred | 244,000 | $ 142,000 | 617,000 | $ 375,000 | |||||
Comstock Asset Management, L.C. [Member] | Trade Receivables [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Trade receivables | $ 293,000 | $ 293,000 | $ 38,000 |
Note Receivable - Additional In
Note Receivable - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Note receivable originated with third party | $ 180 | $ 180 | |||
Maturity date of note receivable | Sep. 2, 2019 | ||||
Fixed interest rate | 6.00% | ||||
Outstanding balance of note receivable | $ 145 | $ 145 | $ 173 | ||
Other income, net [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Interest income | $ 2 | $ 1 | $ 7 | $ 1 |
Variable Interest Entity - Addi
Variable Interest Entity - Additional Information (Detail) | Mar. 14, 2013USD ($)UnitTownhomesshares | Jun. 30, 2015USD ($)Townhomes | Dec. 31, 2013USD ($)Townhomesshares | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Sep. 27, 2012Unit | Aug. 23, 2012Unit |
Variable Interest Entity [Line Items] | ||||||||
Total liabilities of VIEs | $ 16,100,000 | $ 13,500,000 | ||||||
Total assets of VIEs | $ 24,500,000 | $ 19,500,000 | ||||||
Maryland [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Number of townhomes | Townhomes | 36 | |||||||
Number of multi-family units | Unit | 117 | |||||||
Washington, D.C. [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Number of townhomes | Townhomes | 73 | |||||||
Number of single family units | Unit | 38 | |||||||
Virginia [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Number of townhomes | Townhomes | 110 | |||||||
Number of single family units | Unit | 19 | |||||||
Class A [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Number of warrants issued | shares | 76,285 | |||||||
Aggregate fair value of warrants for investors | $ 433,000 | |||||||
New Hampshire Avenue, LLC [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Number of projects | Unit | 111 | |||||||
Profit distributed | 1,100,000 | $ 3,100,000 | ||||||
Comstock Eastgate, L.C. [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Number of projects | Unit | 66 | |||||||
Preferred distribution | 50,000,000 | 1,900,000 | ||||||
Comstock Investors VII, L.C [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Preferred distribution | 3,200,000 | |||||||
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 | shares | 112 | |||||||
Aggregate fair value of warrants for investors | $ 146,000 | |||||||
Comstock Investors VII, L.C [Member] | Subsidiaries [Member] | Private Placement [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Initial aggregate principal amount up to capital raise | $ 7,300,000 | |||||||
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 townhomes | Townhomes | 45 | |||||||
Comstock Investors VIII, L.C [Member] | Virginia [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Number of townhomes | Townhomes | 42 | |||||||
Comstock Investors VIII, L.C [Member] | Class A [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Number of warrants issued | shares | 102 | |||||||
Aggregate fair value of warrants for investors | $ 131,000 | |||||||
Comstock Investors VIII, L.C [Member] | Subsidiaries [Member] | Private Placement [Member] | Class B [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Initial aggregate principal amount up to capital raise | $ 4,000,000 | |||||||
Comstock Investors IX, L.C. [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Preferred distribution | $ 0 | |||||||
Cumulative, compounded, preferred return rate | 20.00% | |||||||
Percentage of cumulative cash on cash return | 20.00% | |||||||
Comstock Investors IX, L.C. [Member] | Virginia [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Number of single family units | Townhomes | 35 | |||||||
Comstock Investors IX, L.C. [Member] | Subsidiaries [Member] | Private Placement [Member] | Class B [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Initial aggregate principal amount up to capital raise | $ 2,500,000 |
Unconsolidated Joint Venture -
Unconsolidated Joint Venture - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Equity Method Investments and Joint Ventures [Abstract] | ||||
Earnings from joint venture | $ 23 | $ 89 | $ 77 | $ 126 |
Distributions collected from joint venture | $ 67 | $ 91 |
Unconsolidated Joint Venture 51
Unconsolidated Joint Venture - Summarized Financial Information for Unconsolidated Joint Venture (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Operations: | ||||
Total net revenue | $ 76 | $ 206 | $ 248 | $ 338 |
Total expenses | 30 | 28 | 95 | 87 |
Net income | 46 | 178 | 153 | 251 |
Comstock Holding Companies, Inc. share of net income | $ 23 | $ 89 | $ 77 | $ 126 |
Credit Facilities - Summary of
Credit Facilities - Summary of Notes Payable (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Total secured notes | $ 27,243 | $ 28,379 |
Unsecured note | 1,724 | 2,064 |
Notes payable, unsecured, net of $2.2 million and $1.4 million discount, respectively | 17,959 | 15,488 |
Total notes payable | 46,926 | 45,931 |
Construction Loans [Member] | Construction Revolvers [Member] | ||
Debt Instrument [Line Items] | ||
Total secured notes | 8,272 | 6,505 |
Development and Acquisition Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total secured notes | 14,077 | 13,748 |
Mezzanine Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total secured notes | 1,829 | 5,770 |
Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Total secured notes | $ 3,065 | $ 2,356 |
Credit Facilities - Summary o53
Credit Facilities - Summary of Notes Payable (Parenthetical) (Detail) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
Discount on unsecured notes payable to affiliates | $ 2.2 | $ 1.4 |
Credit Facilities - Maturities
Credit Facilities - Maturities and/or Curtailment Obligations of All Borrowings (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
2,015 | $ 9,707 | |
2,016 | 19,683 | |
2,017 | 14,128 | |
2,018 | 3,408 | |
Total notes payable | $ 46,926 | $ 45,931 |
Credit Facilities - Additional
Credit Facilities - Additional Information (Detail) | Oct. 15, 2015USD ($) | Oct. 17, 2014USD ($) | Mar. 14, 2013USD ($) | Sep. 30, 2015USD ($)shares | Sep. 30, 2015USD ($)SecurityLoanshares | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($)SecurityLoanshares | May. 12, 2015shares | Dec. 18, 2014USD ($) |
Line of Credit Facility [Line Items] | |||||||||
Credit facilities and project related loans, maturing during the remainder of 2015 | $ 9,707,000 | $ 9,707,000 | |||||||
Repayment of mezzanine financing | 26,258,000 | $ 22,154,000 | |||||||
Outstanding secured debt | 27,243,000 | $ 27,243,000 | $ 28,379,000 | ||||||
Number of secured mezzanine loans | SecurityLoan | 3 | 3 | |||||||
Unsecured financing for period | 1,724,000 | $ 1,724,000 | $ 2,064,000 | ||||||
Outstanding borrowings for loan | 17,959,000 | $ 17,959,000 | 15,488,000 | ||||||
Amortization period of debt discount | 3 years | ||||||||
Debt instrument, initial principal amount | 46,926,000 | $ 46,926,000 | $ 45,931,000 | ||||||
Class A [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Number of warrants issued | shares | 76,285 | ||||||||
Aggregate fair value of warrants issued | $ 433,000 | $ 433,000 | |||||||
Un-registered common stock, shares issued | shares | 2,981,000 | 2,981,000 | 2,696,014 | ||||||
Comstock Development Services [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit facility outstanding | $ 10,000,000 | ||||||||
Other Purchasers [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit facility outstanding | 6,200,000 | ||||||||
Comstock Growth Fund [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Interest rate | 10.00% | 10.00% | 10.00% | ||||||
Outstanding borrowings for loan | $ 14,100,000 | $ 14,100,000 | |||||||
Interest payments | 300,000 | $ 1,100,000 | |||||||
Comstock Growth Fund [Member] | Class A [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Un-registered common stock, shares issued | shares | 226,857 | ||||||||
Comstock Growth Fund [Member] | Private Placement [Member] | Class A [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Un-registered common stock, shares issued | shares | 226,857 | ||||||||
Stonehenge [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument maturity date | Jan. 1, 2016 | ||||||||
Monthly payment for accrued unpaid interest and principal | $ 50,000 | ||||||||
Construction Revolvers [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument maturity period description | Certain of our credit facilities mature during the fourth quarter of 2015 and during various periods in 2016 | ||||||||
Construction Revolvers [Member] | Subsequent Events [Member] | New Hampshire Avenue, LLC [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit facility outstanding | $ 300,000 | ||||||||
Line of Credit [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | 4,000,000 | $ 4,000,000 | |||||||
Credit facility outstanding | 3,100,000 | $ 3,100,000 | $ 2,200,000 | ||||||
Debt instrument maturity description | The Company uses this line to finance the predevelopment related expenses and deposits for current and future projects and bears a variable interest rate tied to a one-month LIBOR plus 3.25% per annum, with an interest rate floor of 5.0%. This line of credit 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 and matures on January 31, 2016. | ||||||||
Line of credit maturity date | Jan. 31, 2016 | ||||||||
Line of Credit [Member] | LIBOR Rate [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument spread variable rate | 3.25% | ||||||||
Line of Credit [Member] | Floor Rate [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument spread variable rate | 5.00% | ||||||||
Construction Loans [Member] | Construction Revolvers [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | 39,700,000 | $ 39,700,000 | 33,400,000 | ||||||
Unused loan commitments | $ 31,500,000 | $ 31,500,000 | $ 26,900,000 | ||||||
Debt instrument, interest rate description | Interest rates charged under these facilities include the London Interbank Offered Rate (“LIBOR”) and prime rate pricing options, subject to minimum interest rate floors. | ||||||||
Outstanding construction revolving facility | 5.00% | 5.00% | 5.10% | ||||||
Credit facility outstanding | $ 8,300,000 | $ 8,300,000 | $ 6,500,000 | ||||||
Maturity range, start date | 2015-12 | ||||||||
Maturity range, end date | 2018-03 | ||||||||
Outstanding secured debt | 8,272,000 | $ 8,272,000 | 6,505,000 | ||||||
Notes Payable, Other Payables [Member] | Comstock Growth Fund [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 20,000,000 | $ 25,000,000 | |||||||
Debt instrument, interest rate description | LIBOR | ||||||||
Credit facility outstanding | 16,200,000 | $ 16,200,000 | |||||||
Debt instrument, term | 3 years | ||||||||
Debt instrument, initial principal amount | $ 10,000,000 | ||||||||
Debt instrument, interest payments term | Interest payment that will be made in arrears. | ||||||||
Loan annual principal repayment, percentage | 10.00% | ||||||||
Additional aggregate principal loan amount | $ 6,200,000 | ||||||||
Notes Payable, Other Payables [Member] | Comstock Growth Fund [Member] | LIBOR Rate [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument spread variable rate | 9.75% | ||||||||
Notes Payable, Other Payables [Member] | Comstock Growth Fund [Member] | Floor Rate [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument, floor interest rate | 10.00% | ||||||||
Development and Acquisition Notes [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 37,800,000 | $ 37,800,000 | $ 28,000,000 | ||||||
Outstanding construction revolving facility | 4.70% | 4.70% | 4.80% | ||||||
Maturity range, start date | 2015-12 | ||||||||
Maturity range, end date | 2018-03 | ||||||||
Outstanding secured debt | $ 14,077,000 | $ 14,077,000 | $ 13,748,000 | ||||||
Development and Acquisition Notes [Member] | Minimum [Member] | LIBOR and Prime Rate Pricing Options [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument spread variable rate | 4.25% | ||||||||
Development and Acquisition Notes [Member] | Maximum [Member] | LIBOR and Prime Rate Pricing Options [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument spread variable rate | 5.75% | ||||||||
Mezzanine Notes Two And Three [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 3,200,000 | $ 3,200,000 | 3,200,000 | ||||||
Interest rate | 12.00% | 12.00% | |||||||
Interest rate paid on a monthly basis | 6.00% | ||||||||
Interest rate accrued and paid on maturity | 6.00% | ||||||||
Debt instrument maturity date | Dec. 31, 2015 | ||||||||
Mezzanine Notes Two And Three [Member] | Construction Revolvers [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument maturity period description | Due to the fact that certain of our credit facilities mature at the end of the current fiscal year and various periods in 2016, we are in active discussions with our lenders and are seeking long term extensions and modifications to the loans. | ||||||||
Credit facility outstanding | $ 1,500,000 | $ 1,500,000 | $ 2,800,000 | ||||||
Unsecured Note [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument, interest rate description | LIBOR plus 2.2% | ||||||||
Debt instrument spread variable rate | 2.20% | ||||||||
Interest rate | 2.40% | 2.40% | 2.40% | ||||||
Debt instrument maturity date | Dec. 28, 2018 | ||||||||
Debt instrument, term | 10 years | ||||||||
Unsecured Notes Payable To Affiliate [Member] | Comstock Growth Fund [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Outstanding borrowings for loan | $ 14,100,000 | $ 14,100,000 | $ 11,300,000 | ||||||
Unsecured Notes Payable To Affiliate [Member] | Stonehenge [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument, interest rate description | LIBOR plus 3% | ||||||||
Debt instrument spread variable rate | 3.00% | ||||||||
Interest rate | 3.70% | 3.70% | 3.60% | ||||||
Debt instrument maturity date | Jul. 20, 2013 | ||||||||
Extended maturity date | Jan. 1, 2016 | ||||||||
Monthly payment for accrued unpaid interest and principal | $ 50,000 | ||||||||
Outstanding borrowings for loan | $ 3,900,000 | $ 3,900,000 | $ 4,200,000 | ||||||
Mezzanine Notes One [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Outstanding secured debt | $ 300,000 | $ 300,000 | $ 3,000,000 | ||||||
Fixed interest rate | 13.50% | 13.50% | |||||||
Mezzanine Notes One [Member] | Subsequent Events [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Repayment of mezzanine financing | 300,000 | ||||||||
Mezzanine Notes One [Member] | Subsequent Events [Member] | New Hampshire Avenue, LLC [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Repayment of mezzanine financing | $ 300,000 |
Fair Value Disclosures - Summar
Fair Value Disclosures - Summary of Carrying Amount and Fair Value of Fixed and Floating Rate Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Debt instrument outstanding balance | $ 46,926 | $ 45,931 |
Unobservable Inputs (Level 3 Inputs) [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Debt instrument outstanding balance | 46,926 | 45,931 |
Fair value | $ 47,057 | $ 44,854 |
Fair Value Disclosures - Additi
Fair Value Disclosures - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Momentum / Shady Grove Project [Member] | |
Fair Value, Option, Quantitative Disclosures [Line Items] | |
Impairment (reversal) charges | $ 2.7 |
Restricted Stock, Stock Optio58
Restricted Stock, Stock Options and Other Stock Plans - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 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 2 months 12 days | ||
Unrecognized compensation cost related to stock issuances | $ 0.3 | $ 0.5 | |
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 Optio59
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 ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share based compensation cost capitalized | $ 66 | $ 102 | $ 218 | $ 214 |
Real Estate Inventories - Assets [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share based compensation cost capitalized | 8 | 3 | 25 | 19 |
General and Administrative - Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share based compensation cost capitalized | $ 58 | $ 99 | $ 193 | $ 195 |
Severance and Restructuring - A
Severance and Restructuring - Additional Information (Detail) | Jun. 30, 2015$ / shares | Jun. 30, 2014USD ($)Installment | Sep. 30, 2015USD ($) |
Restructuring Cost and Reserve [Line Items] | |||
Healthcare cost | $ 14,000 | ||
Number of semi-monthly installments | Installment | 36 | ||
Separation Agreement date | Jun. 24, 2014 | ||
Forfeiture of stock option and restricted stock awards | $ 131,000 | ||
Severance or restructuring charges | $ 0 | ||
Separation Agreement expiry date | Jun. 30, 2015 | ||
General and Administrative - Expenses [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance cost | $ 597,000 | ||
Accounts Payable and Accrued Liabilities [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring liability | $ 33,000 | ||
Class A and Class B Common Stock [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Call option purchase price, per share | $ / shares | $ 1.09 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Oct. 15, 2015 | Oct. 12, 2015 | Apr. 20, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Subsequent Event [Line Items] | |||||
Repayment of mezzanine financing | $ 26,258 | $ 22,154 | |||
Nasdaq Stock Market LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Minimum bid price per share as required by listing rule | $ 1 | ||||
Subsequent Events [Member] | Nasdaq Stock Market LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Minimum bid price per share as required by listing rule | $ 1 | ||||
Subsequent Events [Member] | Mezzanine Notes One [Member] | |||||
Subsequent Event [Line Items] | |||||
Repayment of mezzanine financing | $ 300 |