Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 15, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
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 | 3,020,810 | |
Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 390,500 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
ASSETS | ||
Cash and cash equivalents | $ 3,377 | $ 12,448 |
Restricted cash | 2,763 | 2,566 |
Trade receivables | 1,102 | 332 |
Real estate inventories | 34,914 | 38,223 |
Fixed assets, net | 291 | 394 |
Other assets, net | 4,892 | 4,515 |
TOTAL ASSETS | 47,339 | 58,478 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable and accrued liabilities | 8,398 | 7,638 |
Notes payable - secured by real estate inventories | 21,846 | 24,823 |
Notes payable - due to affiliates, unsecured, net of discount | 15,692 | 19,028 |
Notes payable - unsecured | 1,336 | 1,548 |
Income taxes payable | 21 | |
TOTAL LIABILITIES | 47,293 | 53,037 |
Commitments and contingencies (Note 9) | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock $0.01 par value, 806,647 and 772,210 shares issued and liquidation preference of $4,033 and $3,861 at June 30, 2016 and December 31, 2015, respectively | 1,226 | 1,174 |
Additional paid-in capital | 175,982 | 175,963 |
Accumulated deficit | (179,418) | (175,785) |
TOTAL COMSTOCK HOLDING COMPANIES, INC. DEFICIT | (4,838) | (1,276) |
Non-controlling interests | 4,884 | 6,717 |
TOTAL EQUITY | 46 | 5,441 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 47,339 | 58,478 |
Class A [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock | 30 | 30 |
Treasury stock, at cost (85,570 shares Class A common stock) | (2,662) | (2,662) |
Class B [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock | $ 4 | $ 4 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Preferred Stock, par value | $ 0.01 | $ 0.01 |
Preferred Stock, liquidation value | $ 4,033 | $ 3,861 |
Preferred Stock, shares issued | 806,647 | 772,210 |
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 | 3,020,810 | 2,997,437 |
Common stock, shares outstanding | 3,020,810 | 2,997,437 |
Treasury stock, shares | 85,570 | 85,570 |
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 | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues | ||||
Revenue-homebuilding | $ 9,699 | $ 12,115 | $ 19,222 | $ 22,125 |
Revenue-other | 279 | 449 | 462 | 756 |
Total revenue | 9,978 | 12,564 | 19,684 | 22,881 |
Expenses | ||||
Cost of sales-homebuilding | 9,185 | 10,594 | 17,830 | 19,184 |
Cost of sales-other | 153 | 188 | 244 | 353 |
Sales and marketing | 403 | 489 | 886 | 914 |
General and administrative | 1,373 | 1,936 | 2,915 | 3,833 |
Interest and real estate tax expense | 306 | 156 | 522 | 326 |
Operating loss | (1,442) | (799) | (2,713) | (1,729) |
Other income, net | 13 | 582 | 21 | 774 |
Loss before income tax expense | (1,429) | (217) | (2,692) | (955) |
Income tax (expense) benefit | (32) | (57) | (57) | 13 |
Net loss | (1,461) | (274) | (2,749) | (942) |
Net income attributable to non-controlling interests | 448 | 534 | 884 | 809 |
Net loss attributable to Comstock Holding Companies, Inc. | (1,909) | (808) | (3,633) | (1,751) |
Paid-in-kind dividends on Series B Preferred Stock | 86 | 172 | ||
Net loss attributable to common stockholders | $ (1,995) | $ (808) | $ (3,805) | $ (1,751) |
Basic net loss per share | $ (0.60) | $ (0.25) | $ (1.15) | $ (0.57) |
Diluted net loss per share | $ (0.60) | $ (0.25) | $ (1.15) | $ (0.57) |
Basic weighted average shares outstanding | 3,319 | 3,173 | 3,312 | 3,077 |
Diluted weighted average shares outstanding | 3,319 | 3,173 | 3,312 | 3,077 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (2,749) | $ (942) |
Adjustment to reconcile net loss to net cash provided by (used in) operating activities | ||
Amortization of loan discount, loan commitment and deferred financing fees | 633 | 181 |
Deferred income tax expense (benefit) | 7 | (90) |
Depreciation expense | 104 | 53 |
Gain on derivative | (696) | |
Earnings from unconsolidated joint venture, net of distributions | 50 | (19) |
Amortization of stock compensation | 41 | 135 |
Changes in operating assets and liabilities: | ||
Restricted cash | (69) | (121) |
Trade receivables | (770) | (723) |
Real estate inventories | 3,318 | (6,152) |
Other assets | (861) | 470 |
Accrued interest | 113 | 338 |
Accounts payable and accrued liabilities | 789 | 2,036 |
Income taxes payable | 21 | (43) |
Net cash provided by (used in) operating activities | 627 | (5,573) |
Cash flows from investing activities: | ||
Purchase of fixed assets | (1) | (136) |
Payments on note receivable | 17 | 16 |
Restricted cash | (128) | (252) |
Net cash used in investing activities | (112) | (372) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 12,066 | 18,829 |
Payments on notes payable | (18,927) | (15,377) |
Loan financing costs | (92) | |
Distributions to non-controlling interests | (2,717) | (1,100) |
Contributions from non-controlling interests | 2,450 | |
Taxes paid related to net share settlement of equity awards | (8) | (32) |
Repurchase of stock | (79) | |
Net cash (used in) provided by financing activities | (9,586) | 4,599 |
Net decrease in cash and cash equivalents | (9,071) | (1,346) |
Cash and cash equivalents, beginning of period | 12,448 | 7,498 |
Cash and cash equivalents, end of period | 3,377 | 6,152 |
Supplemental cash flow information: | ||
Interest paid, net of interest capitalized | (181) | 30 |
Income taxes paid | 269 | |
Supplemental disclosure for non-cash activity: | ||
Increase in Class A common stock par value in connection with issuance of stock compensation | 2 | |
Increase in Class A common stock par value in connection with CGF Private Placement | 16 | |
Increase in additional paid-in capital in connection with issuance of Class A common stock under the CGF Private Placement | 889 | |
Discount on notes payable | (543) | |
Accrued liability settled through issuance of stock | 29 | $ 50 |
Increase in Series B preferred stock value in connection with dividends paid in-kind | $ 52 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
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, 2015. 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. On September 25, 2015, 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. The Company’s Class A common stock continued trading on The Nasdaq Capital Market on a post-split basis on September 28, 2015. Throughout this quarterly report on Form 10-Q, a reference to a number of shares of the Company’s common stock, refers to the number of shares of common stock after giving effect to the Reverse Stock Split, unless otherwise indicated. For the three and six months ended June 30, 2016 and 2015, comprehensive loss equaled net loss; therefore, a separate statement of comprehensive loss is not included in the accompanying consolidated financial statements. Liquidity and Capital Resources We require capital to operate, to post deposits on new potential acquisitions, 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 we believe will 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. 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. See Note 14 in the accompanying consolidated financial statements for more details on our credit facilities and Note 12 in the accompanying consolidated financial statements for details on private placement offerings. 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 June 30, 2016, the Company has $12.7 million of its credit facilities and project related loans scheduled to mature during the remainder of 2016. We are in active discussions with our lenders seeking long term extensions and modifications to the loans. These debt instruments impose certain restrictions on our operations, including speculative unit construction limitations, curtailment obligations, and financial covenant compliance. If we fail to comply with any of these restrictions, an event of default could occur. Additionally, events of default could occur if we fail to make required debt service payments or if we fail to come to agreement on an extension on a certain facility prior to a given loan’s maturity date. Any event of default would likely render the obligations under these instruments due and payable as of that event. Any such event of default would allow certain of our lenders to exercise cross default provisions in our loan agreements with them, such that all debt with that institution could be called into default. We are anticipating that with the successful resolution of the debt extension discussions with our lenders, capital raises from our recent private placements, current available cash on hand, and additional cash from settlement proceeds at existing and under development communities, the Company will have sufficient financial resources to sustain its operations through the next 12 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. On July 20, 2016, the Company extended its revolving construction, acquisition, and development loan related to the Yorkshire project with Cardinal Bank, which had an initial maturity date of July 23, 2016, to October 23, 2016. This Yorkshire credit facility had an outstanding balance of $0.2 million at June 30, 2016. See Note 17 for further discussion regarding extensions and other subsequent events impacting our credit facilities. Recent Developments As of June 30, 2016, the Company reported total stockholders’ equity of $46. Thus, as of June 30, 2016, the Company did not meet the minimum of $2.5 million in stockholders’ equity required for continued listing on the Nasdaq Capital Market under Listing Rule 5550(b)(1), which is one of the alternative tests for continued listing on The Nasdaq Capital Market. Additionally, as of June 30, 2016, the Company did not meet the other alternative tests of market value of listed securities or net income from continuing operations under Listing Rule 5550(b) and therefore, was no longer in compliance with the continued listing rules. As of August 15, 2016, the Company is not in receipt of any communications from The Nasdaq Stock Market LLC (“Nasdaq”) regarding its non-compliance. The Company’s deficiency has no immediate effect on the listing of the Company’s shares of Class A common stock on Nasdaq. The deficiency is primarily the result of the Company’s redemptions of non-controlling interests (included as equity in the Company’s financial statements) for the six months ended June 30, 2016 of $2,717, coupled with a net operating loss for the six months ended June 30, 2016 of $2,749. As disclosed in Note 17 to the accompanying consolidated financial statements, on August 15, 2016, the Company, through its subsidiary, Comstock Investors X, L.C. (“Investors X”), entered into subscription agreements with certain accredited investors, pursuant to which the subscribers purchased membership interests in Investors X for an aggregate capital raise of $14,500. Proceeds from the Investors X offering are to be used to provide the equity financing for the Company’s Townes at Totten Mews project, consisting of 40 townhomes in Washington, D.C., and the Company’s The Towns at 1333 project, consisting of 18 townhomes in City of Alexandria, Virginia (the “Projects”), scheduled for acquisition, development and construction activities commencing in the coming months. With completion of the Investors X offering as of August 15, 2016, the Company has regained compliance with the minimum stockholders’ equity requirement of $2.5 million for continued listing under Listing Rule 5550(b)(1). The Company believes the actions it has undertaken have addressed the deficiencies noted above. However, there can be no assurances that the Company will maintain in compliance. If the Company is unsuccessful in its efforts to maintain compliance, a delisting of our common stock could adversely affect the market liquidity of our common stock, our ability to obtain financing and our ability to fund our operations. See additional risk factors disclosed under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015. 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 February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”). The core principle of the standard is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in its statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact this new standard will have on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-07, Investments – Equity Method and Joint Ventures (“ASU 2016-07”). The amendments in this ASU require, among other items, that an equity method investor add the cost of acquiring an additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting, as well as eliminates certain other existing requirements. ASU 2016-07 is effective for all companies for annual reporting periods beginning after December 15, 2016 and interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (“ASU 2016-08”). The core principle of the standard is that an entity should recognize revenue to depict the transfer of 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. ASU 2016-08 is effective for public companies for annual reporting periods beginning after December 15, 2017, and early adoption is permitted. We are currently evaluating the impact this new standard will have on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (“ASU 2016-09”). The standard simplifies and clarifies certain aspects of share-based payment accounting and presentation. ASU 2016-09 is effective for public companies for annual reporting periods beginning after December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact this new standard will have on our consolidated financial statements. We assessed other accounting pronouncements issued or effective during the six months ended June 30, 2016 and deemed they were not applicable to us and are not anticipated to have a material effect on our consolidated financial statements. |
Real Estate Inventories
Real Estate Inventories | 6 Months Ended |
Jun. 30, 2016 | |
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: June 30, December 31, Land and land development costs $ 18,909 $ 22,896 Cost of construction (including capitalized interest and real estate taxes) 16,005 15,327 $ 34,914 $ 38,223 |
Warranty Reserve
Warranty Reserve | 6 Months Ended |
Jun. 30, 2016 | |
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 within the consolidated balance sheets: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Balance at beginning of period $ 314 $ 362 $ 312 $ 492 Additions 42 50 86 92 Releases and/or charges incurred (62 ) (118 ) (104 ) (290 ) Balance at end of period $ 294 $ 294 $ 294 $ 294 |
Capitalized Interest and Real E
Capitalized Interest and Real Estate Taxes | 6 Months Ended |
Jun. 30, 2016 | |
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 Six Months Ended June 30, June 30, 2016 2015 2016 2015 Total interest incurred and capitalized $ 857 $ 866 $ 1,593 $ 1,627 Total real estate taxes incurred and capitalized 95 121 117 189 Total interest and real estate taxes incurred and capitalized $ 952 $ 987 $ 1,710 $ 1,816 Interest expensed as a component of cost of sales $ 414 $ 376 $ 706 $ 756 Real estate taxes expensed as a component of cost of sales 52 54 101 92 Interest and real estate taxes expensed as a component of cost of sales $ 466 $ 430 $ 807 $ 848 The amount of interest from entity level borrowings that we are able to capitalize in accordance with Accounting Standards Codification (“ASC”) 835, 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 statements of operations for the periods presented: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Interest incurred and expensed from entity level borrowings $ 304 $ 154 $ 512 $ 317 Interest incurred and expensed for inactive projects — — 5 4 Real estate taxes incurred and expensed for inactive projects 2 2 5 5 $ 306 $ 156 $ 522 $ 326 |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | 5. OTHER ASSETS Other assets consist of the following: June 30, December 31, 2016 2015 Restricted escrow deposits $ — $ 37 Deferred financing cost 860 1,259 Deposits on land purchase options 1,035 760 Loan commitment 1,286 1,286 Other 3,007 2,695 6,188 6,037 Less : accumulated amortization (1,296 ) (1,522 ) $ 4,892 $ 4,515 |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 6. LOSS PER SHARE The weighted average shares and share equivalents used to calculate basic and diluted income per share for the three and six months ended June 30, 2016 and 2015 are presented in the accompanying consolidated statements of operations. Restricted stock awards, stock options and warrants for the three and six months ended June 30, 2016 and 2015 are included in the diluted earnings per share calculation using the treasury stock method and average market prices during the periods, unless their inclusion would be anti-dilutive. For the three and six months ended June 30, 2016, there were no anti-dilutive shares, therefore, no shares were excluded from the computation of dilutive earnings per share. As a result of the net losses from continuing operations for the three months ended June 30, 2015, approximately 36 restricted stock awards were excluded from the computation of the dilutive earnings per share because their inclusion would have been anti-dilutive. As a result of the net losses from continuing operations for the six months ended June 30, 2015, approximately 47 restricted stock awards, 59 stock options and 5 warrants, respectively, were excluded from the computation of the dilutive earnings per share because their inclusion would have been anti-dilutive. |
Segment Disclosures
Segment Disclosures | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Disclosures | 7. 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 table 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. Real Estate Homebuilding Multi-family Services Total Three Months Ended June 30, 2016 Gross revenue $ 9,699 $ — $ 279 $ 9,978 Gross profit 514 — 126 640 Net (loss) income (1,587 ) — 126 (1,461 ) Depreciation and amortization 49 — — 49 Interest expense 304 — — 304 Total assets 47,134 — 205 47,339 Three Months Ended June 30, 2015 Gross revenue $ 12,115 $ — $ 449 $ 12,564 Gross profit 1,521 — 261 1,782 Net (loss) income (535 ) — 261 (274 ) Depreciation and amortization 94 — — 94 Interest expense 154 — — 154 Total assets 61,799 — 210 62,009 Six Months Ended June 30, 2016 Gross revenue $ 19,222 $ — $ 462 $ 19,684 Gross profit 1,392 — 218 1,610 Net (loss) income (2,967 ) — 218 (2,749 ) Depreciation and amortization 104 — — 104 Interest expense 517 — — 517 Total assets 47,134 — 205 47,339 Six Months Ended June 30, 2015 Gross revenue $ 22,125 $ — $ 756 $ 22,881 Gross profit 2,941 — 403 3,344 Net (loss) income (1,345 ) — 403 (942 ) Depreciation and amortization 205 — — 205 Interest expense 321 — — 321 Total assets 61,799 — 210 62,009 The Company allocates sales, marketing and general and administrative expenses to the individual segments based upon specifically allocable costs. |
Income Tax
Income Tax | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 8. INCOME TAX During the three and six months ended June 30, 2016, the Company recognized income tax expense of $32 and $57, respectively, and as of June 30, 2016 the effective tax rate is (35%). During the three months ended June 30, 2015, the Company recognized income tax expense of $57. During the six months ended June 30, 2015, the Company recorded a net income tax benefit of $13 which resulted from an out of period adjustment to reverse the valuation allowance, resulting in the recognition of a deferred tax benefit of $121, offset by income tax expense of $108, both related to the New Hampshire Avenue project in Washington, D.C. Because this error was not material to any previously filed consolidated financial statements and the impact of correcting this error in 2015 was not material, the Company recorded the correction in the first quarter of 2015. The effective tax rate for the three and six month periods ended June 30, 2015 was 3% and 1%, respectively. The Company has not recorded any accruals related to uncertain tax positions as of June 30, 2016 and 2015. We file U.S. and state income tax returns in jurisdictions with varying statutes of limitations. The 2012 through 2015 tax years remain subject to examination by federal and most state tax authorities. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. 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 appropriate reserves in connection with any 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 June 30, 2016 and 2015, the Company had $1.9 million and $3.7 million in letters of credit, respectively. At June 30, 2016 and 2015, the Company had $4.3 million and $6.0 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 June 30, 2016 and December 31, 2015, we had approximately $1.1 million and $1.0 million, respectively, in these escrow accounts, which are included in ‘Restricted cash’ in the accompanying consolidated balance sheets. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. RELATED PARTY TRANSACTIONS The Company leases its corporate headquarters from an affiliated entity that is wholly-owned by our Chief Executive Officer. Future minimum lease payments under this lease are as follows: 2016 $ 167 2017 167 Total $ 334 For the three months ended June 30, 2016 and 2015, total payments made under this lease agreement were $81 and $79, respectively. For the six months ended June 30, 2016 and 2015, total payments made under this lease agreement were $162 and $158, respectively. As of June 30, 2016 and December 31, 2015, the Company recorded a straight–line rent payable of $19 and $24, respectively, 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 June 30, 2016 and 2015, the Company billed Comstock Asset Management, L.C. $279 and $220, respectively, for services and out-of-pocket expenses. For the six months ended June 30, 2016 and 2015, Comstock Asset Management, L.C. was billed $462 and $373, 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 June 30, 2016 and December 31, 2015, the Company was owed $203 and $81, respectively, under this contract, which is included in ‘Trade receivables’ in the accompanying consolidated balance sheets. 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. Other purchasers who purchased interest in the private placement included members of the Company’s management and board of directors and other third-party, accredited investors for an additional principal amount of $6.2 million (the “CGF Private Placement”). Simultaneously, on October 17, 2014, the Company entered into an unsecured promissory note with CGF whereby CGF made a loan to the Company in the initial principal amount of $10 million and a maximum capacity of up to $20 million. On December 18, 2014, the loan agreement was amended and restated to provide for a maximum capacity of $25 million. All of the other terms of the unsecured promissory note remained the same. The Company borrowed an 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. Purchasers other than CDS who purchased membership interests in CGF received warrants that represent the right to purchase an amount of shares of our Class A common stock, depending upon the investment amount. As of June 30, 2016 and December 31, 2015, we had 76 warrants outstanding, representing the right to purchase shares of our Class A common stock having an aggregate fair value of $433, which was considered as a debt discount. The Company amortizes the debt discount over the three year term of the loan to interest expense. As of June 30, 2016, $12.6 million was outstanding in principal and accrued interest, net of discounts. For the three months ended June 30, 2016 and 2015, the Company made interest payments of $0.4 million on the CGF loan. For the six months ended June 30, 2016 and 2015, the Company made interest payments of $0.8 million on the CGF loan. During the three months ended June 30, 2016, the Company made the first principal curtailment to CGF in the amount of $1.6 million. 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 the other 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 grant 226,857 shares of our Class A common stock to the purchasers in the Amended CGF Private Placement. On May 12, 2015, the Company issued 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. On December 29, 2015, the Company and Stonehenge Funding, L.C. (“Stonehenge”), an entity wholly owned by our Chief Executive Officer, entered into a Note Exchange and Subscription Agreement pursuant to which the note in the original principal amount of $4,500 issued to the Company by Stonehenge was exchanged for 772,210 shares of the Company’s Series B Non-Convertible Preferred Stock, par value $0.01 per share and a stated value of $5.00 per share (the “Series B Preferred Stock”). The number of shares of Series B Preferred Stock received by Stonehenge in exchange for the note represented the principal amount outstanding plus accrued interest under the note as of December 29, 2015, which was $3,861. The note was cancelled in its entirety on December 29, 2015. The holders of Series B Preferred Stock earn dividends at a rate of 8.75% per annum accruing from the effective date of the Note Exchange and Subscription Agreement. The dividends accrue whether or not declared. The dividends are also cumulative and payable quarterly in arrears at the last day of each quarterly reporting period in the form of additional Series B Preferred Stock (PIK) or in the sole discretion of the board of directors, in cash. For the three and six months ended June 30, 2016, 17,221 and 34,437 shares of the Series B Preferred Stock, respectively, with a liquidation value of $86 and $172, respectively, were paid in-kind, and are included in ‘Stockholders’ equity’ in the accompanying consolidated balance sheets. On December 29, 2015, Comstock Growth Fund II, L.C. (“CGF II”), an administrative entity managed by the Company was created for the purpose of extending loans to the Company. CGF II entered into a subscription agreement with CDS pursuant to which CDS purchased membership interests in CGF II for an initial aggregate principal amount of $5.0 million (the “CGF II Private Placement”). Simultaneously, on December 29, 2015, the Company and CGF II entered into an unsecured revolving line of credit promissory note in the initial principal amount of $5.0 million and a maximum amount available for borrowing of up to $10.0 million with a two year term, which may be extended an additional year upon payment of a $10 extension fee. The interest rate is 10% per annum, and interest payments will be accrued and paid in-kind monthly for the first year, and then paid current monthly in arrears beginning December 31, 2016. The Company pays an origination fee of 1% on the amount of the advance, up to an aggregate amount of $100, and a maintenance fee of 0.25% of the average outstanding balance of the loan on a quarterly basis. As of June 30, 2016 and December 31, 2015, $3.1 million and $5.0 million, respectively, was outstanding in principal and accrued interest. See Note 14 to the consolidated financial statements for further discussion of transactions entered with CGF II. See Note 12 to the consolidated financial statements for a description of the Comstock VII and Comstock VIII Private Placements, which included certain of our officers and directors, and Note 14 to the consolidated financial statements for a description of the CGF Private Placement and the CGF II Private Placement. |
Note Receivable
Note Receivable | 6 Months Ended |
Jun. 30, 2016 | |
Receivables [Abstract] | |
Note Receivable | 11. 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 of $3. This note bears a fixed interest rate of 6% per annum. As of June 30, 2016 and December 31, 2015, the outstanding balance of the note was $124 and $141, respectively, and is included within ‘Other assets’ in the accompanying consolidated balance sheets. The interest income of $2 for the three months ended June 30, 2016 and 2015, is included in ‘Other income, net’ in the consolidated statements of operations. The interest income of $4 and $5 for the six months ended June 30, 2016 and 2015, respectively, is included in ‘Other income, net’ in the consolidated statements of operations. |
Variable Interest Entity
Variable Interest Entity | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity | 12. VARIABLE INTEREST ENTITY Included within the Company’s real estate inventories at June 30, 2016 and December 31, 2015 are several projects that are determined to be a variable interest entity (“VIE”). 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 six months ended June 30, 2016 and 2015, New Hampshire Ave. Ventures, LLC distributed $1.9 million and $1.1 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 six months ended June 30, 2016 and 2015, no distributions were made to the 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. In March 2013, Comstock Investors 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 proceeds from the Comstock VII Private Placement were used for the 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 consisting of 110 townhomes (collectively, the “Investor VII Projects”). In connection with the Comstock VII Private Placement, the Company issued 17 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. 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”). In connection with the Comstock VIII Private Placement, the Company issued 15 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 former 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. During the six months ended June 30, 2016, the Company paid distributions in the amount of $0.8 million, to its non-controlling interest member, Comstock VIII Class B Members. No distributions were paid to the Comstock VIII Class B Members during the six months ended June 30, 2015. 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 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 June 30, 2016. The distributions to and contributions from the VIEs discussed above are included within the ‘non-controlling interest’ in the consolidated balance sheets for the periods presented. At June 30, 2016 and December 31, 2015, total assets of these VIEs were approximately $18.6 million and $22.7 million, respectively, and total liabilities were approximately $11.8 million and $13.0 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 | 6 Months Ended |
Jun. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Unconsolidated Joint Venture | 13. 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 statements of operations for the periods presented. Our share of the earnings for the three and six months ended June 30, 2016 are $8 and $16, respectively. During the three and six months ended June 30, 2015, our share of the earnings from this joint venture was $35 and $54, respectively. During the six months ended June 30, 2016 and 2015, the Company collected total distributions of $66 and $35, respectively, as a return on investment. Summarized financial information for the unconsolidated joint venture is as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Statement of Operations: Total net revenue $ 45 $ 98 $ 90 $ 172 Total expenses 29 28 58 65 Net income $ 16 $ 70 $ 32 $ 107 Comstock Holding Companies, Inc. share of net income $ 8 $ 35 $ 16 $ 54 |
Credit Facilities
Credit Facilities | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Credit Facilities | 14. CREDIT FACILITIES Notes payable consisted of the following: June 30, December 31, Construction revolvers $ 6,039 $ 5,832 Development and acquisition notes 10,827 13,833 Mezzanine notes 1,400 1,367 Line of credit 3,580 3,791 Total secured notes 21,846 24,823 Unsecured financing 1,336 1,548 Notes payable, unsecured, net of $2.3 million discount 15,692 19,028 Total notes payable $ 38,874 $ 45,399 As of June 30, 2016, maturities and/or curtailment obligations of all borrowings are as follows: 2016 $ 12,707 2017 23,880 2018 2,287 Total $ 38,874 As of June 30, 2016, the Company had $12.7 million of its credit facilities and project related loans scheduled to mature during the remainder of 2016. We are in active discussions with our lenders seeking long-term extensions with respect to our loans and credit facilities maturing in 2016. The current performance of the projects and our early discussions with our lenders indicates that we will likely be successful in extending or modifying these loans, though no assurances can be made that we will be successful in these efforts. See Note 17 for further discussion regarding extensions and other subsequent events impacting our credit facilities. 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 June 30, 2016 and December 31, 2015, the Company had secured construction revolving credit facilities with a maximum loan commitment of $39.6 million and $40.5 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 June 30, 2016 and December 31, 2015, the Company had approximately $33.6 million and $34.7 million, respectively, of unused construction loan commitments. The Company had $6.0 million and $5.8 million of outstanding construction borrowings as of June 30, 2016 and December 31, 2015, respectively. 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 June 30, 2016 and December 31, 2015, the weighted average interest rate on the Company’s outstanding construction revolving facilities was 4.7% and 4.8% per annum, respectively. The construction credit facilities have maturity dates ranging from September 2016 to March 2018, including extensions subject to the Company meeting certain conditions. As of June 30, 2016 and December 31, 2015, the Company had approximately $37.8 million of aggregate acquisition and development maximum loan commitments of which $10.8 million and $13.8 million, respectively, were outstanding. These loans have maturity dates ranging from July 2016 to March 2018, including extensions subject to 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 5.5% per annum. As of June 30, 2016 and December 31, 2015, the weighted average interest rate was 4.7% per annum. As of June 30, 2016, the Company had one mezzanine loan that is being used to finance the development of the Momentum | Shady Grove project. The maximum principal commitment amount of this loan was $1.1 million, of which $1.2 million and $1.1 million of principal and accrued interest was outstanding at June 30, 2016 and December 31, 2015, respectively. This financing carries 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. This financing has a maturity date of December 31, 2016 and is guaranteed by the Company and our Chief Executive Officer. L ine of credit – secured At June 30, 2016 and December 31, 2015, the Company had a secured revolving line of credit with a maximum capacity of $4.0 million, of which $3.6 million and $3.8 million was outstanding at June 30, 2016 and December 31, 2015, respectively. 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 of credit 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 an annual basis and matures on December 31, 2016. The Company obtained a waiver from the financial institution for not meeting the minimum liquidity measure as of June 30, 2016, but was in compliance with the minimum net worth requirement as dictated by the line of credit agreement as of June 30, 2016. Unsecured note As of June 30, 2016 and December 31, 2015, the Company had $1.3 million and $1.5 million, respectively, in outstanding balances under a 10-year unsecured note with a bank. Interest is charged on this financing on an annual basis at the Overnight LIBOR rate plus 2.2%. At June 30, 2016 and December 31, 2015, the interest rate was 2.6% and 2.5% per annum, respectively. 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 Comstock Growth Fund On October 17, 2014, CGF entered into a subscription agreement with CDS, pursuant to which CDS purchased membership interests in CGF for a principal amount of $10.0 million (the “CGF Private Placement”). Other investors who subsequently purchased interest in the CGF Private Placement included members of the Company’s management and board of directors and other third party accredited investors for an additional principal amount of $6.2 million. 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 $10.0 million and a maximum amount available for borrowing of up to $20.0 million with a three year term (the “Original Promissory Note”). On December 18, 2014, the loan agreement was amended and restated to provide for a maximum capacity of $25 million. The loan bears interest at a floating rate based on the 30 day LIBOR plus 9.75% per annum with a 10% floor per annum. Interest payments will be made monthly in arrears. There is a principal curtailment requirement of 10% annually based on the average outstanding balance for the prior year. The loan will be used by the Company (i) to finance the Company’s current and future development pipeline, (ii) to repay all or a portion of the Company’s prior private placements; (iii) to repay all or a portion of the Company’s project mezzanine loans, and (iv) for general corporate purposes. The Company is the administrative manager of CGF but does not own any membership interests. The Company had approximately $12.6 million and $14.1 million of outstanding borrowings, net of discounts, as of June 30, 2016 and December 31, 2015, respectively. As of June 30, 2016 and December 31, 2015, the interest rate was 11.1% and 10.0% per annum, respectively. For the three months ended June 30, 2016 and 2015, the Company made interest payments of $0.4 million. For the six months ended June 30, 2016 and 2015, the Company made interest payments of $0.8 million. During the three months ended June 30, 2016, the Company made the first principal curtailment to CGF in the amount of $1.6 million. Comstock Growth Fund II On December 29, 2015, the Company entered into a revolving line of credit promissory note with CGF II whereby CGF II made a loan to the Company in the initial principal amount of $5.0 million and a maximum amount available for borrowing of up to $10.0 million with a two year term, which may be extended an additional year upon payment of a $10 extension fee. The interest rate is 10% per annum, and interest payments will be accrued and paid in kind monthly for the first year, and then paid current monthly in arrears beginning December 31, 2016. The Company pays an origination fee of 1% on the amount of the advance, up to an aggregate amount of $100, and a maintenance fee of 0.25% of the average outstanding balance of the loan on a quarterly basis. The capital provided to the Company by the loan will be used by the Company (i) to capitalize the Company’s current and future development pipeline, (ii) to repay all or a portion of the Company’s prior private placements, and (iii) for general corporate purposes. As of June 30, 2016 and December 31, 2015, $3.1 million and $5.0 million, respectively, was outstanding in principal and accrued interest. On January 8, 2016, the Company paid off the $5.0 million line of credit outstanding from CGF II at December 31, 2015 and concurrently, CDS redeemed all of its equity interest in CGF II. On March 30, 2016, CDS repurchased a membership interest in CGF II for a principal amount of $3.0 million. Simultaneously, the Company received an advance of $3.0 million on its line of credit promissory note from CGF II. |
Fair Value Disclosures
Fair Value Disclosures | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 15. FAIR VALUE DISCLOSURES The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are reasonable estimates of their fair values based on their short maturities. The fair value of fixed and floating rate debt is based on unobservable market rates (Level 3 inputs). The fair value of the floating rate debt was estimated using a discounted cash flow analysis on the blended borrower rates currently available to the Company for loans with similar terms. The following table summarizes the carrying amount and the corresponding fair value of fixed and floating rate debt: June 30, December 31, Carrying amount $ 38,874 $ 45,399 Fair value $ 39,318 $ 45,166 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. The Company may also value its non-financial assets and liabilities, including items such as real estate inventories and long lived assets, at fair value on a non-recurring basis if it is determined that impairment has occurred. Such fair value measurements use significant unobservable inputs and are classified as Level 3. |
Restricted Stock, Stock Options
Restricted Stock, Stock Options and Other Stock Plans | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Restricted Stock, Stock Options and Other Stock Plans | 16. RESTRICTED STOCK, STOCK OPTIONS AND OTHER STOCK PLANS During the three and six months ended June 30, 2016 and 2015, 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 Six Months Ended 2016 2015 2016 2015 Real estate inventories - Assets $ 4 $ 8 $ 9 $ 17 General and administrative - Expenses 15 59 41 135 $ 19 $ 67 $ 50 $ 152 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 June 30, 2016, the weighted-average remaining contractual term of unexercised stock options was 5 years. As of June 30, 2016 and December 31, 2015, there was $0.1 million of unrecognized compensation cost related to stock grants. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. SUBSEQUENT EVENTS On July 20, 2016, the Company extended its revolving construction, acquisition, and development loans related to the Yorkshire project with Cardinal Bank. This loan had an initial maturity date of July 23, 2016 and the extension provides for a maturity date of October 23, 2016. As of June 30, 2016, we had $0.2 million in outstanding borrowings under this revolving credit facility. During the fourth quarter of 2015, the Company wrote off $1.4 million of land purchase deposit paid to one of its communities in the Washington D.C. metropolitan area due to changes made to the scheduled lot take down strategy. In February 2016, two subsidiaries of the Company and a land seller filed claims and counterclaims against each other regarding land contract disputes. On July 29, 2016, the subsidiaries and the land seller entered into a settlement agreement whereby the Seller agreed to refund a portion of the deposit, $0.7 million, paid by Comstock and the land seller agreed to re-purchase 4 lots from Comstock. In consideration of the payments, the subsidiaries agreed to release Indemnity Deeds of Trust against the land seller’s other property and dismiss the litigation. On August 15, 2016, Comstock Investors X, L.C. (“Investors X”), a subsidiary of the Company, entered into subscription agreements with certain accredited investors (the “Investors X Member(s)”), pursuant to which the Investors X Members purchased membership interests in Investors X for an aggregate capital raise of $14,500 (the “Investors X Private Placement”). The Investors X Members include an entity wholly owned by Christopher Clemente, the Chief Executive Officer of the Company. Upon closing the Investors X Private Placement, the Company issued warrants to purchase shares of the Company’s Class A Common Stock to the Investors X Members. The terms of the Investors X Private Placement provide that the warrants are to be ratably shared for each Investor X Member subscribing to a minimum, or exceeding, an initial investment amount of $1,000. The Warrants represent the right to purchase an aggregate amount of up to 100 shares of Class A Common Stock. On August 15, 2016, Comstock Investors X, L.C. received $2,500 of the subscription proceeds from the Investors X Members. The subscription agreement for the Investors X Private Placement provides that the Comstock Investors X Members are entitled to a cumulative, compounded, preferred return on their capital account balances. The Company has the right to repurchase the interests of the Investors X Members, provided that (i) all of the Investor X Members’ interests are acquired, (ii) the purchase is made in cash and (iii) the purchase price equals the Investor X Members’ capital account plus accrued preferred return. Proceeds of the Investors X Private Placement are to be utilized (i) to provide acquisition and development capital needed to complete the Projects in conjunction with obtaining construction financing for the Projects, (ii) to reimburse the Company for prior expenditures incurred on behalf of the Projects, and (iii) for general corporate purposes of the Company. |
Organization and Basis of Pre23
Organization and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Capital Resources | Liquidity and Capital Resources We require capital to operate, to post deposits on new potential acquisitions, 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 we believe will 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. 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. See Note 14 in the accompanying consolidated financial statements for more details on our credit facilities and Note 12 in the accompanying consolidated financial statements for details on private placement offerings. 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 June 30, 2016, the Company has $12.7 million of its credit facilities and project related loans scheduled to mature during the remainder of 2016. We are in active discussions with our lenders seeking long term extensions and modifications to the loans. These debt instruments impose certain restrictions on our operations, including speculative unit construction limitations, curtailment obligations, and financial covenant compliance. If we fail to comply with any of these restrictions, an event of default could occur. Additionally, events of default could occur if we fail to make required debt service payments or if we fail to come to agreement on an extension on a certain facility prior to a given loan’s maturity date. Any event of default would likely render the obligations under these instruments due and payable as of that event. Any such event of default would allow certain of our lenders to exercise cross default provisions in our loan agreements with them, such that all debt with that institution could be called into default. We are anticipating that with the successful resolution of the debt extension discussions with our lenders, capital raises from our recent private placements, current available cash on hand, and additional cash from settlement proceeds at existing and under development communities, the Company will have sufficient financial resources to sustain its operations through the next 12 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. On July 20, 2016, the Company extended its revolving construction, acquisition, and development loan related to the Yorkshire project with Cardinal Bank, which had an initial maturity date of July 23, 2016, to October 23, 2016. This Yorkshire credit facility had an outstanding balance of $0.2 million at June 30, 2016. See Note 17 for further discussion regarding extensions and other subsequent events impacting our credit facilities. |
Recent Developments | Recent Developments As of June 30, 2016, the Company reported total stockholders’ equity of $46. Thus, as of June 30, 2016, the Company did not meet the minimum of $2.5 million in stockholders’ equity required for continued listing on the Nasdaq Capital Market under Listing Rule 5550(b)(1), which is one of the alternative tests for continued listing on The Nasdaq Capital Market. Additionally, as of June 30, 2016, the Company did not meet the other alternative tests of market value of listed securities or net income from continuing operations under Listing Rule 5550(b) and therefore, was no longer in compliance with the continued listing rules. As of August 15, 2016, the Company is not in receipt of any communications from The Nasdaq Stock Market LLC (“Nasdaq”) regarding its non-compliance. The Company’s deficiency has no immediate effect on the listing of the Company’s shares of Class A common stock on Nasdaq. The deficiency is primarily the result of the Company’s redemptions of non-controlling interests (included as equity in the Company’s financial statements) for the six months ended June 30, 2016 of $2,717, coupled with a net operating loss for the six months ended June 30, 2016 of $2,749. As disclosed in Note 17 to the accompanying consolidated financial statements, on August 15, 2016, the Company, through its subsidiary, Comstock Investors X, L.C. (“Investors X”), entered into subscription agreements with certain accredited investors, pursuant to which the subscribers purchased membership interests in Investors X for an aggregate capital raise of $14,500. Proceeds from the Investors X offering are to be used to provide the equity financing for the Company’s Townes at Totten Mews project, consisting of 40 townhomes in Washington, D.C., and the Company’s The Towns at 1333 project, consisting of 18 townhomes in City of Alexandria, Virginia (the “Projects”), scheduled for acquisition, development and construction activities commencing in the coming months. With completion of the Investors X offering as of August 15, 2016, the Company has regained compliance with the minimum stockholders’ equity requirement of $2.5 million for continued listing under Listing Rule 5550(b)(1). The Company believes the actions it has undertaken have addressed the deficiencies noted above. However, there can be no assurances that the Company will maintain in compliance. If the Company is unsuccessful in its efforts to maintain compliance, a delisting of our common stock could adversely affect the market liquidity of our common stock, our ability to obtain financing and our ability to fund our operations. See additional risk factors disclosed under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015. |
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 February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”). The core principle of the standard is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in its statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact this new standard will have on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-07, Investments – Equity Method and Joint Ventures (“ASU 2016-07”). The amendments in this ASU require, among other items, that an equity method investor add the cost of acquiring an additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting, as well as eliminates certain other existing requirements. ASU 2016-07 is effective for all companies for annual reporting periods beginning after December 15, 2016 and interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (“ASU 2016-08”). The core principle of the standard is that an entity should recognize revenue to depict the transfer of 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. ASU 2016-08 is effective for public companies for annual reporting periods beginning after December 15, 2017, and early adoption is permitted. We are currently evaluating the impact this new standard will have on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (“ASU 2016-09”). The standard simplifies and clarifies certain aspects of share-based payment accounting and presentation. ASU 2016-09 is effective for public companies for annual reporting periods beginning after December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact this new standard will have on our consolidated financial statements. We assessed other accounting pronouncements issued or effective during the six months ended June 30, 2016 and deemed they were not applicable to us and are not anticipated to have a material effect on our consolidated financial statements. |
Real Estate Inventories (Tables
Real Estate Inventories (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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: June 30, December 31, Land and land development costs $ 18,909 $ 22,896 Cost of construction (including capitalized interest and real estate taxes) 16,005 15,327 $ 34,914 $ 38,223 |
Warranty Reserve (Tables)
Warranty Reserve (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Guarantees [Abstract] | |
Summary of Warranty Reserve Activity Included in Accounts Payable and Accrued Liabilities within the consolidated balance sheets | The following table is a summary of warranty reserve activity which is included in accounts payable and accrued liabilities within the consolidated balance sheets: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Balance at beginning of period $ 314 $ 362 $ 312 $ 492 Additions 42 50 86 92 Releases and/or charges incurred (62 ) (118 ) (104 ) (290 ) Balance at end of period $ 294 $ 294 $ 294 $ 294 |
Capitalized Interest and Real26
Capitalized Interest and Real Estate Taxes (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 Six Months Ended June 30, June 30, 2016 2015 2016 2015 Total interest incurred and capitalized $ 857 $ 866 $ 1,593 $ 1,627 Total real estate taxes incurred and capitalized 95 121 117 189 Total interest and real estate taxes incurred and capitalized $ 952 $ 987 $ 1,710 $ 1,816 Interest expensed as a component of cost of sales $ 414 $ 376 $ 706 $ 756 Real estate taxes expensed as a component of cost of sales 52 54 101 92 Interest and real estate taxes expensed as a component of cost of sales $ 466 $ 430 $ 807 $ 848 |
Summary of Interest and Real Estate Taxes Expensed in Consolidated Statements of Operations | The following is a breakdown of the interest and real estate taxes expensed in the consolidated statements of operations for the periods presented: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Interest incurred and expensed from entity level borrowings $ 304 $ 154 $ 512 $ 317 Interest incurred and expensed for inactive projects — — 5 4 Real estate taxes incurred and expensed for inactive projects 2 2 5 5 $ 306 $ 156 $ 522 $ 326 |
Other Assets (Tables)
Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Other Assets | Other assets consist of the following: June 30, December 31, 2016 2015 Restricted escrow deposits $ — $ 37 Deferred financing cost 860 1,259 Deposits on land purchase options 1,035 760 Loan commitment 1,286 1,286 Other 3,007 2,695 6,188 6,037 Less : accumulated amortization (1,296 ) (1,522 ) $ 4,892 $ 4,515 |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting Information | The following table 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. Real Estate Homebuilding Multi-family Services Total Three Months Ended June 30, 2016 Gross revenue $ 9,699 $ — $ 279 $ 9,978 Gross profit 514 — 126 640 Net (loss) income (1,587 ) — 126 (1,461 ) Depreciation and amortization 49 — — 49 Interest expense 304 — — 304 Total assets 47,134 — 205 47,339 Three Months Ended June 30, 2015 Gross revenue $ 12,115 $ — $ 449 $ 12,564 Gross profit 1,521 — 261 1,782 Net (loss) income (535 ) — 261 (274 ) Depreciation and amortization 94 — — 94 Interest expense 154 — — 154 Total assets 61,799 — 210 62,009 Six Months Ended June 30, 2016 Gross revenue $ 19,222 $ — $ 462 $ 19,684 Gross profit 1,392 — 218 1,610 Net (loss) income (2,967 ) — 218 (2,749 ) Depreciation and amortization 104 — — 104 Interest expense 517 — — 517 Total assets 47,134 — 205 47,339 Six Months Ended June 30, 2015 Gross revenue $ 22,125 $ — $ 756 $ 22,881 Gross profit 2,941 — 403 3,344 Net (loss) income (1,345 ) — 403 (942 ) Depreciation and amortization 205 — — 205 Interest expense 321 — — 321 Total assets 61,799 — 210 62,009 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Future Minimum Lease Payments | The Company leases its corporate headquarters from an affiliated entity that is wholly-owned by our Chief Executive Officer. Future minimum lease payments under this lease are as follows: 2016 $ 167 2017 167 Total $ 334 |
Unconsolidated Joint Venture (T
Unconsolidated Joint Venture (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, Six Months Ended June 30, 2016 2015 2016 2015 Statement of Operations: Total net revenue $ 45 $ 98 $ 90 $ 172 Total expenses 29 28 58 65 Net income $ 16 $ 70 $ 32 $ 107 Comstock Holding Companies, Inc. share of net income $ 8 $ 35 $ 16 $ 54 |
Credit Facilities (Tables)
Credit Facilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable | Notes payable consisted of the following: June 30, December 31, Construction revolvers $ 6,039 $ 5,832 Development and acquisition notes 10,827 13,833 Mezzanine notes 1,400 1,367 Line of credit 3,580 3,791 Total secured notes 21,846 24,823 Unsecured financing 1,336 1,548 Notes payable, unsecured, net of $2.3 million discount 15,692 19,028 Total notes payable $ 38,874 $ 45,399 |
Maturities and/or Curtailment Obligations of All Borrowings | As of June 30, 2016, maturities and/or curtailment obligations of all borrowings are as follows: 2016 $ 12,707 2017 23,880 2018 2,287 Total $ 38,874 |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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: June 30, December 31, Carrying amount $ 38,874 $ 45,399 Fair value $ 39,318 $ 45,166 |
Restricted Stock, Stock Optio33
Restricted Stock, Stock Options and Other Stock Plans (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 | 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 Six Months Ended 2016 2015 2016 2015 Real estate inventories - Assets $ 4 $ 8 $ 9 $ 17 General and administrative - Expenses 15 59 41 135 $ 19 $ 67 $ 50 $ 152 |
Organization and Basis of Pre34
Organization and Basis of Presentation - Additional Information (Detail) $ in Thousands | Aug. 15, 2016USD ($)Townhomes | Jul. 20, 2016 | Sep. 25, 2015 | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) |
Organization And Basis Of Presentation [Line Items] | ||||||||
Reverse stock split, Conversion Ratio | 0.143 | |||||||
Reverse stock split, description | On September 25, 2015, 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. | |||||||
Credit facilities and project related loans, maturing during the remainder of 2016 | $ 12,707 | $ 12,707 | ||||||
Maturity date | Dec. 31, 2016 | |||||||
Stockholders' equity | 46 | $ 46 | $ 5,441 | |||||
Redemption of non-controlling interests | 2,717 | |||||||
Operating loss | 1,461 | $ 274 | 2,749 | $ 942 | ||||
Nasdaq Stock Market LLC [Member] | ||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||
Minimum stockholders' equity required for continued listing | 2,500 | $ 2,500 | ||||||
Subsequent Events [Member] | ||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||
Minimum stockholders' equity required for continued listing | $ 2,500 | |||||||
Subsequent Events [Member] | Totten Mews Project [Member] | Washington, D.C. [Member] | ||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||
Number of townhomes | Townhomes | 40 | |||||||
Subsequent Events [Member] | 1333 Project [Member] | Virginia [Member] | ||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||
Number of townhomes | Townhomes | 18 | |||||||
Subsequent Events [Member] | Comstock Investors X, L.C. [Member] | Private Placement [Member] | ||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||
Aggregate capital raise | $ 14,500 | |||||||
Construction Revolvers [Member] | Yorkshire Credit Facility [Member] | ||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||
Maturity date | Jul. 23, 2016 | |||||||
Credit facility outstanding | $ 200 | $ 200 | ||||||
Construction Revolvers [Member] | Subsequent Events [Member] | Yorkshire Credit Facility [Member] | ||||||||
Organization And Basis Of Presentation [Line Items] | ||||||||
Maturity date | Oct. 23, 2016 |
Real Estate Inventories - Summa
Real Estate Inventories - Summary of Real Estate Held for Development and Sale (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Real Estate Properties [Line Items] | ||
Real estate inventories | $ 34,914 | $ 38,223 |
Land and Land Development Costs [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate inventories | 18,909 | 22,896 |
Cost of Construction (Including Capitalized Interest and Real Estate Taxes) [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate inventories | $ 16,005 | $ 15,327 |
Warranty Reserve - Additional I
Warranty Reserve - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016 | |
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 within the consolidated balance sheets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Guarantees [Abstract] | ||||
Balance at beginning of period | $ 314 | $ 362 | $ 312 | $ 492 |
Additions | 42 | 50 | 86 | 92 |
Releases and/or charges incurred | (62) | (118) | (104) | (290) |
Balance at end of period | $ 294 | $ 294 | $ 294 | $ 294 |
Capitalized Interest and Real38
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 | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Real Estate Investment Property, at Cost [Abstract] | ||||
Total interest incurred and capitalized | $ 857 | $ 866 | $ 1,593 | $ 1,627 |
Total real estate taxes incurred and capitalized | 95 | 121 | 117 | 189 |
Total interest and real estate taxes incurred and capitalized | 952 | 987 | 1,710 | 1,816 |
Interest expensed as a component of cost of sales | 414 | 376 | 706 | 756 |
Real estate taxes expensed as a component of cost of sales | 52 | 54 | 101 | 92 |
Interest and real estate taxes expensed as a component of cost of sales | $ 466 | $ 430 | $ 807 | $ 848 |
Capitalized Interest and Real39
Capitalized Interest and Real Estate Taxes - Summary of Interest and Real Estate Taxes Expensed in Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Real Estate Investment Property, at Cost [Abstract] | ||||
Interest incurred and expensed from entity level borrowings | $ 304 | $ 154 | $ 512 | $ 317 |
Interest incurred and expensed for inactive projects | 5 | 4 | ||
Real estate taxes incurred and expensed for inactive projects | 2 | 2 | 5 | 5 |
Interest expense real estate taxes and indirect costs related to inactive projects attributable to discontinued operations | $ 306 | $ 156 | $ 522 | $ 326 |
Other Assets - Summary of Other
Other Assets - Summary of Other Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Restricted escrow deposits | $ 37 | |
Deferred financing cost | $ 860 | 1,259 |
Deposits on land purchase options | 1,035 | 760 |
Loan commitment | 1,286 | 1,286 |
Other | 3,007 | 2,695 |
Other assets, gross | 6,188 | 6,037 |
Other Assets, accumulated amortization | (1,296) | (1,522) |
Other assets | $ 4,892 | $ 4,515 |
Loss Per Share - Additional Inf
Loss Per Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Options/Warrants/Awards excluded from the computation of dilutive earnings per share | 0 | 0 | ||
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 | 36 | 47 | ||
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 | 59 | |||
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 | 5 |
Segment Disclosures - Additiona
Segment Disclosures - Additional information (Detail) | 6 Months Ended |
Jun. 30, 2016UnitSegment | |
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 | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||
Gross revenue | $ 9,978 | $ 12,564 | $ 19,684 | $ 22,881 | |
Gross profit | 640 | 1,782 | 1,610 | 3,344 | |
Net (loss) income | (1,461) | (274) | (2,749) | (942) | |
Depreciation and amortization | 49 | 94 | 104 | 205 | |
Interest expense | 304 | 154 | 517 | 321 | |
Total assets | 47,339 | 62,009 | 47,339 | 62,009 | $ 58,478 |
Homebuilding [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Gross revenue | 9,699 | 12,115 | 19,222 | 22,125 | |
Gross profit | 514 | 1,521 | 1,392 | 2,941 | |
Net (loss) income | (1,587) | (535) | (2,967) | (1,345) | |
Depreciation and amortization | 49 | 94 | 104 | 205 | |
Interest expense | 304 | 154 | 517 | 321 | |
Total assets | 47,134 | 61,799 | 47,134 | 61,799 | |
Real Estate Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Gross revenue | 279 | 449 | 462 | 756 | |
Gross profit | 126 | 261 | 218 | 403 | |
Net (loss) income | 126 | 261 | 218 | 403 | |
Total assets | $ 205 | $ 210 | $ 205 | $ 210 |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - USD ($) | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Income Tax Examination [Line Items] | |||||
Tax provision expense (benefit) | $ 32,000 | $ 57,000 | $ 57,000 | $ (13,000) | |
Deferred income tax benefit | (7,000) | 90,000 | |||
Accruals related to uncertainties tax positions | $ 0 | $ 0 | $ 0 | $ 0 | 0 |
New Hampshire Avenue, LLC [Member] | |||||
Income Tax Examination [Line Items] | |||||
Income tax expense (benefit) | 108,000 | ||||
Deferred income tax benefit | $ 121,000 | ||||
Effective tax rate related to statutory tax | (35.00%) | 3.00% | 1.00% | ||
Minimum [Member] | |||||
Income Tax Examination [Line Items] | |||||
Tax year remain subject to examination | 2,012 | ||||
Maximum [Member] | |||||
Income Tax Examination [Line Items] | |||||
Tax year remain subject to examination | 2,015 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Commitment And Contingencies [Line Items] | |||
Letter of credit, amount | $ 1,900,000 | $ 3,700,000 | |
Amounts drawn against outstanding letters of credit or performance bond | 0 | 0 | |
Restricted Escrow Deposits | 1,100,000 | $ 1,000,000 | |
Performance Bonds [Member] | |||
Commitment And Contingencies [Line Items] | |||
Outstanding performance and payment of bonds | $ 4,300,000 | $ 6,000,000 |
Related Party Transactions - Fu
Related Party Transactions - Future Minimum Lease Payments (Detail) $ in Thousands | Jun. 30, 2016USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,016 | $ 167 |
2,017 | 167 |
Total | $ 334 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 29, 2015 | May 12, 2015 | Oct. 17, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Mar. 30, 2016 | Dec. 18, 2014 |
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, initial principal amount | $ 38,874,000 | $ 38,874,000 | $ 45,399,000 | |||||||
Outstanding borrowings | $ 15,692,000 | $ 15,692,000 | $ 19,028,000 | |||||||
Preferred stock par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Series B Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Paid-in-kind dividends on preferred stock, number of shares | 17,221 | 34,437 | ||||||||
Paid-in-kind dividends on preferred stock, liquidation value | $ 86,000 | $ 172,000 | ||||||||
Comstock Asset Management, L.C. [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Total payments made under lease agreement | 81,000 | $ 79,000 | 162,000 | $ 158,000 | $ 158,000 | |||||
Comstock Asset Management, L.C. [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Straight-line rent payable | 19,000 | 19,000 | 24,000 | |||||||
Comstock Asset Management, L.C. [Member] | Trade Receivables [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Trade receivables | 203,000 | 203,000 | $ 81,000 | |||||||
Comstock Asset Management, L.C. [Member] | Services and out of Pocket Expenses Incurred [Member] | Revenue Other [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Services and out-of-pocket expenses incurred | 279,000 | 220,000 | 462,000 | 373,000 | ||||||
Comstock Development Services [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Credit facility outstanding | $ 10,000,000 | $ 3,000,000 | ||||||||
Other Purchasers [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Credit facility outstanding | 6,200,000 | |||||||||
Comstock Growth Fund [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest payments | 400,000 | 400,000 | $ 800,000 | 800,000 | ||||||
Comstock Growth Fund [Member] | Class A [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of warrants outstanding | 76 | 76 | ||||||||
Aggregate fair value of warrants issued | 433,000 | $ 433,000 | $ 433,000 | |||||||
Comstock Growth Fund [Member] | Private Placement [Member] | Class A [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of 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% | |||||||||
First principal curtailment paid | 1,600,000 | |||||||||
Comstock Growth Fund [Member] | Unsecured Notes Payable To Affiliate [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Outstanding borrowings | 12,600,000 | $ 12,600,000 | 14,100,000 | |||||||
Interest payments | 400,000 | $ 400,000 | 800,000 | $ 800,000 | ||||||
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] | Minimum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, floor interest rate | 10.00% | |||||||||
Comstock Growth Fund II, L.C. [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, initial principal amount | $ 3,000,000 | |||||||||
Comstock Growth Fund II, L.C. [Member] | Notes Payable, Other Payables [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, initial principal amount | $ 5,000,000 | |||||||||
Maximum borrowing amount | $ 10,000,000 | |||||||||
Debt instrument, term | 2 years | |||||||||
Debt instrument, floor interest rate | 10.00% | |||||||||
Outstanding borrowings | $ 3,100,000 | $ 3,100,000 | $ 5,000,000 | |||||||
Line of credit facility additional extension period | 1 year | |||||||||
Line of credit facility extension fees | $ 10,000 | |||||||||
Debt instrument, interest payment terms | Interest payments will be accrued and paid in-kind monthly for the first year, and then paid current monthly in arrears beginning December 31, 2016. | |||||||||
Origination fee, percent | 1.00% | |||||||||
Origination fee, aggregate amount | $ 100,000 | |||||||||
Maintenance fee of average outstanding balance of loan on quarterly basis | 0.25% | |||||||||
Stonehenge [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Original principal amount | $ 4,500,000 | |||||||||
Principal amount outstanding plus all accrued but unpaid interest | $ 3,861,000 | |||||||||
Stonehenge [Member] | Series B Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued upon conversion of debt | 772,210 | |||||||||
Preferred stock par value | $ 0.01 | |||||||||
Preferred stock redemption price | $ 5 | |||||||||
Preferred stock dividend rate, percentage | 8.75% |
Note Receivable - Additional In
Note Receivable - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Note receivable originated with third party | $ 180 | ||||
Maturity date of note receivable | Sep. 2, 2019 | ||||
Fixed interest rate | 6.00% | ||||
Outstanding balance of note receivable | $ 124 | $ 124 | $ 141 | ||
Monthly installments of principal and interest on debt instrument | 3 | ||||
Other income, net [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Interest income | $ 2 | $ 2 | $ 4 | $ 5 |
Variable Interest Entity - Addi
Variable Interest Entity - Additional Information (Detail) | Mar. 14, 2013USD ($)UnitTownhomesshares | Jun. 30, 2015USD ($)Unit | Dec. 31, 2013USD ($)Townhomesshares | Mar. 31, 2013USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($)Unit | Dec. 31, 2015USD ($) | Sep. 27, 2012Unit | Aug. 23, 2012Unit |
Variable Interest Entity [Line Items] | |||||||||
Profit distributed | $ 2,717,000 | $ 1,100,000 | |||||||
Amount paid for membership interest in private placement | $ 7,300,000 | ||||||||
Total liabilities of VIEs | 11,800,000 | $ 13,000,000 | |||||||
Total assets of VIEs | 18,600,000 | $ 22,700,000 | |||||||
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 | ||||||||
New Hampshire Avenue, LLC [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Number of projects | Unit | 111 | ||||||||
Profit distributed | 1,900,000 | 1,100,000 | |||||||
Comstock Eastgate, L.C. [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Number of projects | Unit | 66 | ||||||||
Preferred distribution | 0 | 0 | |||||||
Comstock Investors VII, L.C [Member] | Class A [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Number of warrants issued | shares | 17 | ||||||||
Aggregate fair value of warrants for investors | $ 146,000 | ||||||||
Comstock Investors VIII, L.C [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Preferred distribution | 800,000 | $ 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 | 15 | ||||||||
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 | Unit | 35 | 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) - Title Insurance Joint Venture [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Schedule of Equity Method Investments [Line Items] | ||||
Earnings from the unconsolidated joint venture | $ 8 | $ 35 | $ 16 | $ 54 |
Collected total distributions from joint venture | $ 66 | $ 35 |
Unconsolidated Joint Venture 51
Unconsolidated Joint Venture - Summarized Financial Information for Unconsolidated Joint Venture (Detail) - Title Insurance Joint Venture [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Operations: | ||||
Total net revenue | $ 45 | $ 98 | $ 90 | $ 172 |
Total expenses | 29 | 28 | 58 | 65 |
Net income | 16 | 70 | 32 | 107 |
Comstock Holding Companies, Inc. share of net income | $ 8 | $ 35 | $ 16 | $ 54 |
Credit Facilities - Summary of
Credit Facilities - Summary of Notes Payable (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total secured notes | $ 21,846 | $ 24,823 |
Unsecured financing | 1,336 | 1,548 |
Notes payable, unsecured, net of $2.3 million discount | 15,692 | 19,028 |
Total notes payable | 38,874 | 45,399 |
Construction Loans [Member] | Construction Revolvers [Member] | ||
Debt Instrument [Line Items] | ||
Total secured notes | 6,039 | 5,832 |
Development and Acquisition Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total secured notes | 10,827 | 13,833 |
Mezzanine Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total secured notes | 1,400 | 1,367 |
Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Total secured notes | $ 3,580 | $ 3,791 |
Credit Facilities - Summary o53
Credit Facilities - Summary of Notes Payable (Parenthetical) (Detail) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Discount on unsecured notes payable to affiliates | $ 2.3 | $ 2.3 |
Credit Facilities - Maturities
Credit Facilities - Maturities and/or Curtailment Obligations of All Borrowings (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
2,016 | $ 12,707 | |
2,017 | 23,880 | |
2,018 | 2,287 | |
Total notes payable | $ 38,874 | $ 45,399 |
Credit Facilities - Additional
Credit Facilities - Additional Information (Detail) - USD ($) | Jan. 08, 2016 | Dec. 29, 2015 | Oct. 17, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Mar. 30, 2016 | Dec. 31, 2015 | Dec. 18, 2014 |
Line of Credit Facility [Line Items] | ||||||||||
Credit facilities and project related loans, maturing during the remainder of 2016 | $ 12,707,000 | $ 12,707,000 | ||||||||
Outstanding secured debt | 21,846,000 | $ 21,846,000 | $ 24,823,000 | |||||||
Line of credit maturity date | Dec. 31, 2016 | |||||||||
Unsecured financing for period | 1,336,000 | $ 1,336,000 | 1,548,000 | |||||||
Debt instrument, initial principal amount | 38,874,000 | 38,874,000 | 45,399,000 | |||||||
Outstanding borrowings for loan | $ 15,692,000 | $ 15,692,000 | $ 19,028,000 | |||||||
Comstock Development Services [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Credit facility outstanding | $ 10,000,000 | $ 3,000,000 | ||||||||
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 | 11.10% | 11.10% | 10.00% | |||||||
Interest payments | $ 400,000 | $ 400,000 | $ 800,000 | $ 800,000 | ||||||
Comstock Growth Fund II, L.C. [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt instrument, initial principal amount | $ 3,000,000 | |||||||||
Line of Credit [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum borrowing capacity | 4,000,000 | 4,000,000 | $ 4,000,000 | |||||||
Credit facility outstanding | $ 3,600,000 | $ 3,600,000 | 3,800,000 | |||||||
Interest rate floor | 5.00% | 5.00% | ||||||||
Debt instrument maturity description | 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 of credit 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%. | |||||||||
Line of Credit [Member] | LIBOR Rate [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt instrument spread variable rate | 3.25% | |||||||||
Construction Loans [Member] | Construction Revolvers [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum borrowing capacity | $ 39,600,000 | $ 39,600,000 | 40,500,000 | |||||||
Unused construction loan commitments | $ 33,600,000 | $ 33,600,000 | $ 34,700,000 | |||||||
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 facilities | 4.70% | 4.70% | 4.80% | |||||||
Credit facility outstanding | $ 6,000,000 | $ 6,000,000 | $ 5,800,000 | |||||||
Maturity range, start date | 2016-09 | |||||||||
Maturity range, end date | 2018-03 | |||||||||
Outstanding secured debt | $ 6,039,000 | $ 6,039,000 | $ 5,832,000 | |||||||
Unsecured Note [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt instrument, interest rate description | LIBOR rate plus 2.2% | |||||||||
Interest rate | 2.60% | 2.60% | 2.50% | |||||||
Debt instrument, term | 10 years | |||||||||
Debt instrument maturity date | Dec. 28, 2018 | |||||||||
Unsecured Note [Member] | LIBOR Rate [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt instrument spread variable rate | 2.20% | |||||||||
Development and Acquisition Notes [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum borrowing capacity | $ 37,800,000 | $ 37,800,000 | $ 37,800,000 | |||||||
Outstanding construction revolving facilities | 4.70% | 4.70% | 4.70% | |||||||
Maturity range, start date | 2016-07 | |||||||||
Maturity range, end date | 2018-03 | |||||||||
Outstanding secured debt | $ 10,827,000 | $ 10,827,000 | $ 13,833,000 | |||||||
Development and Acquisition Notes [Member] | Minimum [Member] | LIBOR and Prime Rate Pricing Options [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate floor | 4.25% | 4.25% | ||||||||
Development and Acquisition Notes [Member] | Maximum [Member] | LIBOR and Prime Rate Pricing Options [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate floor | 5.50% | 5.50% | ||||||||
Second and Third Mezzanine Notes [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum borrowing capacity | $ 1,100,000 | $ 1,100,000 | ||||||||
Interest rate | 12.00% | 12.00% | ||||||||
Interest rate paid on a monthly basis | 6.00% | |||||||||
Interest rate accrued and paid on maturity | 6.00% | |||||||||
Second and Third Mezzanine Notes [Member] | Construction Revolvers [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt instrument maturity period description | We are in active discussions with our lenders seeking long-term extensions with respect to our loans and credit facilities maturing in 2016. | |||||||||
Credit facility outstanding | $ 1,200,000 | $ 1,200,000 | 1,100,000 | |||||||
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 | ||||||||
Interest rate floor | 10.00% | |||||||||
Debt instrument, term | 3 years | |||||||||
Debt instrument, initial principal amount | $ 10,000,000 | |||||||||
Loan annual principal repayment, percentage | 10.00% | |||||||||
First principal curtailment paid | 1,600,000 | |||||||||
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 II, L.C. [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum borrowing capacity | $ 10,000,000 | |||||||||
Debt instrument, term | 2 years | |||||||||
Debt instrument, initial principal amount | $ 5,000,000 | |||||||||
Outstanding borrowings for loan | 3,100,000 | $ 3,100,000 | 5,000,000 | |||||||
Line of credit facility additional extension period | 1 year | |||||||||
Line of credit facility extension fees | $ 10,000 | |||||||||
Debt instrument, interest rate | 10.00% | |||||||||
Debt instrument, interest payment terms | Interest payments will be accrued and paid in-kind monthly for the first year, and then paid current monthly in arrears beginning December 31, 2016. | |||||||||
Origination fee, percent | 1.00% | |||||||||
Origination fee, aggregate amount | $ 100,000 | |||||||||
Maintenance fee of average outstanding balance of loan on quarterly basis | 0.25% | |||||||||
Line of credit outstanding paid off | $ 5,000,000 | |||||||||
Unsecured Notes Payable To Affiliate [Member] | Comstock Growth Fund [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Outstanding borrowings for loan | 12,600,000 | $ 12,600,000 | $ 14,100,000 | |||||||
Interest payments | $ 400,000 | $ 400,000 | $ 800,000 | $ 800,000 |
Fair Value Disclosures - Summar
Fair Value Disclosures - Summary of Carrying Amount and Fair Value of Fixed and Floating Rate Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Debt instrument outstanding balance | $ 38,874 | $ 45,399 |
Unobservable Inputs (Level 3 Inputs) [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Debt instrument outstanding balance | 38,874 | 45,399 |
Fair value | $ 39,318 | $ 45,166 |
Restricted Stock, Stock Optio57
Restricted Stock, Stock Options and Other Stock Plans - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average remaining contractual term of unexercised stock options | 5 years | ||||
Unrecognized compensation cost related to stock issuances | $ 0.1 | $ 0.1 | $ 0.1 | ||
Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued by the company | 0 | 0 | 0 | 0 | |
Restricted Stock Awards [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued by the company | 0 | 0 | 0 | 0 |
Restricted Stock, Stock Optio58
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 | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share based compensation expense and capitalized amounts | $ 19 | $ 67 | $ 50 | $ 152 |
Real Estate Inventories [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share based compensation cost capitalized | 4 | 8 | 9 | 17 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share based compensation cost capitalized, expensed | $ 15 | $ 59 | $ 41 | $ 135 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ in Thousands | Aug. 15, 2016USD ($)shares | Jul. 29, 2016USD ($)Lot | Jul. 20, 2016 | Dec. 31, 2015USD ($)Communities | Jun. 30, 2016USD ($) |
Subsequent Event [Line Items] | |||||
Maturity date | Dec. 31, 2016 | ||||
Washington, D.C. [Member] | |||||
Subsequent Event [Line Items] | |||||
Impairment (reversal) charges | $ 1,400 | ||||
Number of communities | Communities | 1 | ||||
Subsequent Events [Member] | Comstock Investors X, L.C. [Member] | Private Placement [Member] | |||||
Subsequent Event [Line Items] | |||||
Capital to be contributed by each member | $ 1,000 | ||||
Proceeds from issuance of membership units | $ 2,500 | ||||
Subsequent Events [Member] | Warrants Not Settleable in Cash [Member] | Comstock Investors X, L.C. [Member] | Private Placement [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares issuable for each warrants | shares | 100 | ||||
Subsequent Events [Member] | Washington, D.C. [Member] | Settlement Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Portion of land purchase deposit refundable | $ 700 | ||||
Number of lots | Lot | 4 | ||||
Construction Revolvers [Member] | Yorkshire Credit Facility [Member] | |||||
Subsequent Event [Line Items] | |||||
Maturity date | Jul. 23, 2016 | ||||
Credit facility outstanding | $ 200 | ||||
Construction Revolvers [Member] | Subsequent Events [Member] | Yorkshire Credit Facility [Member] | |||||
Subsequent Event [Line Items] | |||||
Maturity date | Oct. 23, 2016 |