Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 20, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 3,472,127 | ||
Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 3,374,461 | ||
Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 220,250 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 1,806 | $ 5,761 |
Restricted cash | 1,141 | 1,238 |
Trade receivables | 636 | 613 |
Real estate inventories | 44,711 | 49,842 |
Fixed assets, net | 309 | 255 |
Goodwill and intangibles | 1,939 | |
Other assets, net | 616 | 2,112 |
TOTAL ASSETS | 51,158 | 59,821 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable and accrued liabilities | 9,116 | 7,721 |
Notes payable-secured by real estate inventories, net of deferred financing charges | 23,215 | 26,927 |
Notes payable-due to affiliates, unsecured, net of discount | 14,893 | 15,866 |
Notes payable-unsecured, net of deferred financing charges | 1,285 | 911 |
Income taxes payable | 39 | 19 |
TOTAL LIABILITIES | 48,548 | 51,444 |
Commitments and contingencies (Note 10) | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Additional paid-in capital | 177,612 | 176,251 |
Accumulated deficit | (189,803) | (184,778) |
TOTAL COMSTOCK HOLDING COMPANIES, INC. DEFICIT | (14,376) | (9,875) |
Non-controlling interests | 16,986 | 18,252 |
TOTAL EQUITY | 2,610 | 8,377 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 51,158 | 59,821 |
Series C Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock | 442 | |
TOTAL EQUITY | 442 | |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock | 1,280 | |
TOTAL EQUITY | 1,280 | |
Class A [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock | 33 | 30 |
Treasury stock, at cost (85,570 shares Class A common stock) | (2,662) | (2,662) |
TOTAL EQUITY | 33 | 30 |
Class B [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock | 2 | 4 |
TOTAL EQUITY | $ 2 | $ 4 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Series C Preferred Stock [Member] | ||
Preferred Stock, par value | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred Stock, shares issued | 579,158 | 0 |
Preferred Stock, liquidation value | $ 2,896 | $ 0 |
Series B Preferred Stock [Member] | ||
Preferred Stock, par value | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred Stock, shares issued | 0 | 841,848 |
Preferred Stock, liquidation value | $ 0 | $ 4,209 |
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 | 3,295,518 | 3,035,922 |
Common stock, shares outstanding | 3,295,518 | 3,035,922 |
Treasury stock, shares | 85,570 | 85,570 |
Class B [Member] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 220,250 | 390,500 |
Common stock, shares issued | 220,250 | 390,500 |
Common stock, shares outstanding | 220,250 | 390,500 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | ||
Revenue-homebuilding | $ 43,399 | $ 40,696 |
Revenue-other | 2,031 | 884 |
Total revenue | 45,430 | 41,580 |
Expenses | ||
Cost of sales-homebuilding | 40,585 | 38,236 |
Cost of sales-other | 2,297 | 427 |
Impairment charges and recovery, net | 526 | 1,703 |
Sales and marketing | 1,490 | 1,606 |
General and administrative | 5,297 | 5,586 |
Interest and real estate tax expense | 41 | 886 |
Operating loss | (4,806) | (6,864) |
Other income, net | 66 | 157 |
Loss before income tax expense | (4,740) | (6,707) |
Income tax expense | (38) | (55) |
Net loss | (4,778) | (6,762) |
Net income attributable to non-controlling interests | 247 | 2,231 |
Net loss attributable to Comstock Holding Companies, Inc. | (5,025) | (8,993) |
Paid-in-kind dividends on Series B Preferred Stock | 78 | 348 |
Extinguishment of Series B Preferred Stock | (1,011) | |
Net loss attributable to common stockholders | $ (4,092) | $ (9,341) |
Basic loss per share | $ (1.21) | $ (2.81) |
Diluted loss per share | $ (1.21) | $ (2.81) |
Basic weighted average shares outstanding | 3,370 | 3,321 |
Diluted weighted average shares outstanding | 3,370 | 3,321 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Non Controlling Interest [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Class A [Member] | Class B [Member] |
Beginning Balance at Dec. 31, 2015 | $ 5,441 | $ 175,963 | $ (2,662) | $ (175,785) | $ 6,717 | $ 1,174 | $ 30 | $ 4 | |
Beginning Balance, shares at Dec. 31, 2015 | 772,000 | 2,997,000 | 390,000 | ||||||
Stock compensation and issuances | 144 | 144 | |||||||
Stock compensation and issuances, shares | 43,000 | ||||||||
Shares withheld related to net share settlement of restricted stock awards | (8) | (8) | |||||||
Shares withheld related to net share settlement of restricted stock awards, shares | (5,000) | ||||||||
Dividends paid in-kind | (106) | $ 106 | |||||||
Dividends paid in-kind, shares | 69,639 | ||||||||
Non-controlling interest contributions | 14,500 | 258 | 14,242 | ||||||
Non-controlling interest distributions | (4,938) | (4,938) | |||||||
Net (loss) income | (6,762) | (8,993) | 2,231 | ||||||
Ending Balance at Dec. 31, 2016 | 8,377 | 176,251 | (2,662) | (184,778) | 18,252 | $ 1,280 | $ 30 | $ 4 | |
Ending Balance, shares at Dec. 31, 2016 | 842,000 | 3,035,000 | 390,000 | ||||||
Stock compensation and issuances | 532 | 531 | $ 1 | ||||||
Stock compensation and issuances, shares | 90,000 | ||||||||
Series B Conversion to Series C | 715 | $ (1,304) | $ 589 | ||||||
Series B Conversion to Series C, shares | (858,000) | 772,000 | |||||||
Stock repurchases and issuances | (89) | 58 | $ (147) | $ 2 | $ (2) | ||||
Stock repurchases and issuances, shares | (193,000) | 170,000 | (170,000) | ||||||
Dividends paid in-kind | (24) | $ 24 | |||||||
Dividends paid in-kind, shares | 15,663 | ||||||||
Non-controlling interest contributions | 5,000 | 81 | 4,919 | ||||||
Non-controlling interest distributions | (6,432) | (6,432) | |||||||
Net (loss) income | (4,778) | (5,025) | 247 | ||||||
Ending Balance at Dec. 31, 2017 | $ 2,610 | $ 177,612 | $ (2,662) | $ (189,803) | $ 16,986 | $ 442 | $ 33 | $ 2 | |
Ending Balance, shares at Dec. 31, 2017 | 579,000 | 3,295,000 | 220,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (4,778) | $ (6,762) |
Adjustment to reconcile net loss to net cash provided by (used in) operating activities | ||
Amortization of loan discount, loan commitment, deferred financing fees and intangible assets | 1,105 | 1,046 |
Deferred income tax benefit | 7 | |
Depreciation and amortization expense | 181 | 181 |
Earnings from unconsolidated joint venture, net of distributions | 30 | 16 |
Stock compensation | 346 | 69 |
Impairment charges | 526 | 2,425 |
Changes in operating assets and liabilities: | ||
Purchaser escrow deposits | 335 | 1,096 |
Trade receivables | 271 | (281) |
Real estate inventories | 4,778 | (11,090) |
Other assets | 787 | 569 |
Accrued interest | 107 | 748 |
Accounts payable and accrued liabilities | 1,356 | 141 |
Income taxes payable | 20 | 19 |
Net cash provided by (used in) operating activities | 5,064 | (11,816) |
Cash flows from investing activities: | ||
Business acquisition, net of cash acquired | (579) | |
Purchase of fixed assets | (54) | (42) |
Principal received on note receivable | 37 | 37 |
Collateral for letters of credit | (238) | 232 |
Net cash (used in) provided by investing activities | (834) | 227 |
Cash flows from financing activities: | ||
Proceeds from notes payable | 23,517 | 29,235 |
Payments on notes payable | (29,947) | (33,735) |
Loan financing costs | (234) | (152) |
Distributions to non-controlling interests | (6,432) | (4,938) |
Contributions from non-controlling interests | 5,000 | 14,500 |
Repurchase of Series C Preferred Stock | (89) | |
Taxes paid related to net share settlement of equity awards | (8) | |
Net cash (used in) provided by financing activities | (8,185) | 4,902 |
Net decrease in cash and cash equivalents | (3,955) | (6,687) |
Cash and cash equivalents, beginning of period | 5,761 | 12,448 |
Cash and cash equivalents, end of period | 1,806 | 5,761 |
Supplemental cash flow information: | ||
Interest paid, net of interest capitalized | (493) | (73) |
Income taxes paid | (18) | |
Supplemental disclosure for non-cash activity: | ||
Business acquisition notes payable | 1,710 | |
Seller's note payable | 115 | 2,124 |
Accrued liability settled through issuance of stock | 127 | $ 58 |
Increase in Series B preferred stock value in connection with dividends paid in-kind | 24 | |
Conversion of Class B common stock to Class A common stock | 2 | |
Extinguishment of Series B preferred stock | 1,011 | |
Increase in class A common stock par value in connection with issuance of stock compensation | $ 1 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. ORGANIZATION Comstock Holding Companies, Inc., incorporated in 2004 as a Delaware corporation, is a multi-faceted real estate development and services company primarily focused in the mid-Atlantic region of the United States. In 2018, the Company has changed its focus to commercial development, asset management, and provision of complementary real estate related services, transitioning from its primary reliance upon revenue generated by production-oriented, for-sale homebuilding. To accomplish the transition from homebuilding to the new lines of business, the Company will operate through two real estate focused platforms – CDS Asset Management, LC (“CAM”) and Comstock Real Estate Services, LC (“CRES”). References in this Annual Report on Form 10-K to “Comstock,” “Company,” “we,” “our” and “us” refer to Comstock Holding Companies, Inc. together in each case with our subsidiaries and any predecessor entities unless the context suggests otherwise. The Company’s Class A common stock is traded on the Nasdaq Capital Market (“NASDAQ”) under the symbol “CHCI”. Liquidity Developments 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 have historically included, 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 and finished and raw building lots. The Company is involved in ongoing discussions with lenders and equity sources in order to obtain additional growth capital to fund various new business opportunities. See Note 10 for more details on our credit facilities and Note 15 for details on private placement offerings in 2017 and 2016. As of December 31, 2017, $16.0 million of the Company’s secured project related notes were set to mature at various periods through the end of 2018. As of April 20, 2018, the Company has successfully extended or repaid all obligations with Lenders through April 20, 2018, as more fully described in Note 10 and Note 22, and we are actively engaging our lenders seeking long term extensions and modifications to the loans where necessary. 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 if we default on an obligation, all debt with that particular institution could be called into default. At December 31, 2017, $14.9 million of our notes payable to affiliates were set to mature prior to the end of 2018. These funds were primarily obtained from entities wholly owned by our Chief Executive Officer, who has unilateral ability to extend the maturity dates beyond 2018 as needed. The current performance of our projects has met all required servicing obligations required by the facilities. We are anticipating that with successful resolution of the debt extension discussions with our lenders, the recently completed capital raises from our 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. Refer to Note 10 for further discussion regarding extensions and Note 22 for other subsequent events impacting our credit facilities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies and practices used in the preparation of the consolidated financial statements is as follows: Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include the accounts of the Company and all of its majority-owned and controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated. Investments in 50% or less owned partnerships and affiliates are accounted for using the equity method unless it is determined that the Company has control of the entity, in which case the entity would be consolidated. The Company had one joint venture investment accounted for using the equity method as of December 31, 2017 and 2016. Cash and cash equivalents and restricted cash Cash and cash equivalents are comprised of cash and short-term investments with maturities of three months or less when purchased. At times, the Company may have deposits with institutions in excess of federally insured limits. We monitor the cash balances in our bank accounts and adjust the balance as appropriate. To date, we have not experienced loss or lack of access to our invested cash or cash equivalents; however, we can provide no assurance that access to our cash and cash equivalents will not be impacted by adverse conditions in the financial market. At December 31, 2017 and 2016, the Company had restricted cash of $1.1 million and $1.2 million, respectively, related to restricted purchaser escrow deposits and cash held in escrow as collateral for letters of credit. Trade Receivables Trade receivables are recorded at the amount invoiced. We reduce accounts receivable by estimating an allowance for amounts that may become uncollectible in the future. Management determines the estimated allowance for uncollectible amounts based on their judgements in evaluating the aging of the receivables and the financial condition of our clients, which may be dependent on the type of client and the client’s current financial condition. Real estate inventories Real estate inventories include land, land development costs, construction and other costs. Real estate held for development and use is stated at cost, or when circumstances or events indicate that the real estate is impaired, at estimated fair value. Real estate held for sale is carried at the lower of cost or fair value less estimated costs to sell. Land, land development and indirect land development costs are accumulated by specific project and allocated to various units within that project using specific identification and allocation based upon the relative sales value, unit or area methods. Direct construction costs are assigned to units based on specific identification. Construction costs primarily include direct construction costs and capitalized field overhead. Other costs are comprised of fees, capitalized interest and real estate taxes. We also use our best estimate at the end of a reporting period to capitalize estimated construction and development costs. Costs incurred to sell real estate are capitalized to the extent they are reasonably expected to be recovered from the sale of the project and are tangible assets or services performed to obtain regulatory approval of sales. Other selling costs are expensed as incurred. If the project is considered held for sale, it is valued at the lower of cost or fair value less estimated selling costs. The evaluation takes into consideration the current status of the property, carrying costs, costs of disposition, various restrictions and any other circumstances that may affect fair value including management’s plans for the property. For assets held for development and use, a write-down to estimated fair value is recorded when the net carrying value of the property exceeds its estimated undiscounted future cash flows. Estimated fair value is based on comparable sales of real estate in the normal course of business under existing and anticipated market conditions. These evaluations are made on a property-by-property 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 settled. The following table is a summary of interest and real estate taxes incurred, capitalized and expensed for units settled: Twelve Months Ended December 31 2017 2016 Total interest incurred and capitalized $ 4,223 $ 3,227 Total real estate taxes incurred and capitalized 354 240 Total interest and real estate taxes incurred and capitalized $ 4,577 $ 3,467 Interest expensed as a component of cost of sales $ 2,604 $ 1,833 Real estate taxes expensed as a component of cost of sales 267 235 Interest and real estate taxes expensed as a component of cost of sales $ 2,871 $ 2,068 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 statement of operations for the periods presented: Twelve Months Ended December 31, 2017 2016 Interest incurred and expensed from entity level borrowings $ — $ 876 Interest incurred and expensed for inactive projects 41 5 Real estate taxes incurred and expensed for inactive projects — 5 $ 41 $ 886 Fixed assets Fixed assets are carried at cost less accumulated depreciation and are depreciated on the straight-line method over their estimated useful lives as follows: Furniture and fixtures 7 years Office equipment and vehicles 5 years Leasehold improvements life of related lease Computer equipment 3 years Capitalized software 3 years When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from their separate accounts and any gain or loss on sale is reflected in operations. Expenditures for maintenance and repairs are charged to expense as incurred. Goodwill and Intangible Assets Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a business acquisition. Following an acquisition, we perform an analysis to value the acquired company’s tangible and identifiable intangible assets and liabilities. With respect to identifiable intangible assets, we consider backlog, non-compete We test our goodwill for impairment on an annual basis, and more frequently when an event occurs or circumstances indicate that the carrying value of the asset may not be recoverable. We believe the methodology that we use to review impairment of goodwill, which includes a significant amount of judgment and estimates, provides us with a reasonable basis to determine whether impairment has occurred. We perform our annual goodwill impairment review during our fiscal fourth quarter and our first annual review will be performed in 2018. In addition, we regularly evaluate whether events and circumstances have occurred that may indicate a potential change in recoverability of goodwill. We perform interim goodwill impairment reviews between our annual reviews if certain events and circumstances have occurred, including a deterioration in general economic conditions, an increased competitive environment, a change in management, key personnel, strategy or customers, negative or declining cash flows, or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods. The impairment test for goodwill is a two-step non-cash 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 two-year Years ended 2017 2016 Balance at beginning of period $ 287 $ 312 Additions 178 233 Releases and/or charges incurred (207 ) (258 ) Balance at end of period $ 258 $ 287 Revenue recognition We recognize revenues and related profits or losses from the sale of residential properties and units, finished lots and land sales when closing has occurred, full payment is reasonably assured, title and possession of the property has transferred to the buyer and we have no significant continuing involvement in the property. Other revenues include revenue from land sales, rental revenue from leased multi-family units, which is recognized ratably over the terms of the respective leases and revenue from construction services which is recognized under the percentage-of-completion We consider revenue to be from homebuilding when there is a structure built or being built on the lot at closing when cash receipt is reasonably assured and the title is transferred along with the risks and rewards of ownership. Sales of lots occur, and are included in other revenues, when we sell raw land or finished home sites in advance of any home construction. Revenues generated through real estate professional services such as management and administrative support, environmental design, engineering and remediation are recognized when the services have been provided, the benefits of the services are transferred to the customer and our performance obligations are satisfied. Advertising costs The total amount of advertising costs charged to operations for the year ended December 31, 2017 was $568, of which $560 was charged to sales and marketing and $8 was charged to general and administrative expenses. The total amount of advertising costs charged to operations for the year ended December 31, 2016 was $586, of which $542 was charged to sales and marketing and $44 was charged to general and administrative expenses. Stock compensation As discussed in Note 14, the Company sponsors stock option plans and restricted stock award plans. The Company accounts for its share-based awards pursuant to Accounting Standards Codification (“ASC”) 718, Share Based Payments Income taxes Income taxes are accounted for under the asset and liability method in accordance with ASC 740, Accounting for Income Taxes The Tax Cuts and Jobs Act was enacted on December 22, 2017 with an effective date of January 1, 2018. The results of the Tax Act include, among others, a reduction to the corporate federal income tax rate from 35% to 21%, the repeal of the Alternative Minimum Tax, and the allowance of net operating losses arising in tax years ending after 2017 to be carried forward indefinitely, subject to limitation. The law introduces substantial changes to the Internal Revenue Code, with extensive implications for our federal current and deferred income tax provision. For further information, see Note 19 of the Notes to Consolidated Financial Statement included in this report. Loss per share The weighted average shares and share equivalents used to calculate basic and diluted loss per share for the years ended December 31, 2017 and 2016 are presented on the consolidated statement of operations. Restricted stock awards, stock options and warrants for the years ended December 31, 2017 and 2016 are included in the diluted loss per share calculation using the treasury stock method and average market prices during the periods, unless the restricted stock award, stock options and warrants would be anti-dilutive. As a result of net losses for the years ended December 31, 2017 and 2016, diluted net loss per share excludes the effects of common stock equivalents consisting of restricted stock awards and warrants, which are anti-dilutive. The following number of shares have been excluded from consideration in the calculation of diluted net loss per share were: Twelve Months Ended December 31, 2017 2016 Restricted stock awards 83 — Warrants 11 — 94 — As of December 31, 2017 and 2016, warrants of 763 and 851, respectively; stock options of 666 and 404, respectively; and restricted stock awards of zero and 22, respectively; were excluded from the table above as the shares related were considered anti-dilutive Comprehensive income (loss) For the years ended December 31, 2017 and 2016, comprehensive income (loss) equaled net income (loss); therefore, a separate statement of comprehensive income (loss) is not included in the consolidated financial statements. Segment reporting During 2017 and 2016, we operated our business through three segments: Homebuilding, Multi-family and Real Estate Services. We are focused on the Washington, D.C. market. In 2018, we revised our business strategy and transitioned our business operations to three operating segments; Homebuilding, Asset Management and Real Estate Services. In our Homebuilding segment, we develop properties with the intent to sell as fee-simple for-sale move-up, move-up low-end high-end 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, environmental assessments and remediation services, and general contracting services to other property owners. The following disclosure includes the Company’s three reportable segments of Homebuilding, Multi-family and Real Estate Services. Each of these segments operates within the Company’s single Washington, D.C. reportable geographic segment. Homebuilding Multi-Family Real Estate Total Twelve Months Ended December 31, 2017 Gross revenue $ 43,399 $ — $ 2,031 $ 45,430 Gross profit 2,814 — (268 ) 2,546 Net (loss) income (4,348 ) — (430 ) (4,778 ) Total assets 47,474 — 3,684 51,158 Depreciation, amortization, and stock based compensation 409 — 177 586 Interest expense — — 41 41 Twelve Months Ended December 31, 2016 Gross revenue $ 40,696 $ — $ 884 $ 41,580 Gross profit 2,460 — 457 2,917 Net (loss) income (7,219 ) — 457 (6,762 ) Total assets 59,688 — 133 59,821 Depreciation, amortization, and stock based compensation 258 — 10 268 Interest expense 881 — — 881 The Company allocates sales, marketing and general and administrative expenses to the individual segments based upon specifically allocable costs. Use of estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. Material estimates are utilized in the valuation of real estate inventories, valuation of deferred tax assets, analysis of goodwill impairment, valuation of equity-based compensation, capitalization of costs, consolidation of variable interest entities and warranty reserves. Reclassifications Certain amounts in the prior year consolidated financial statements have been reclassified to the current year presentation. The impact of the reclassifications made to prior year amounts is not material and did not affect net loss. Recent accounting pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Customers” (“ASU 2014-09”). ASU 2014-09 provides a guidance. ASU No. 2014-09 will require issued ASU 2015-14, which deferred of ASU 2014-09 for one 2014-09 In February 2016, the FASB issued ASU 2016-02, “Leases”. The core and a right-of-use asset representing term. ASU 2016-02 is effective In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments Statement of Cash Flows Statement of Cash Flows (Topic 230), Restricted Cash Statement of Cash Flows In January 2017, the FASB issued ASU 2017-01, “Business ASU 2017-01 is ASU 2017-01 should ASU 2017-01 to In January 2017, the FASB issued ASU 2017-04, 2017-04 In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock ASU 2017-09 is ASU 2017-09 to Other accounting pronouncements issued or effective during the year ended December 31, 2017 are not applicable to us or are not anticipated to have a material effect on our consolidated financial statements. |
Trade Receivables
Trade Receivables | 12 Months Ended |
Dec. 31, 2017 | |
Text Block [Abstract] | |
Trade Receivables | 3. TRADE RECEIVABLES Trade receivables include amounts due from real estate services, home sales transactions and amounts due from related parties with whom we have service arrangements. December 31, December 31, 2017 2016 Trade $ 432 $ — Due from Settlement Attorneys — 432 Related parties 145 132 Other 59 49 636 613 Less : allowance for doubtful accounts — — $ 636 $ 613 |
Real Estate Inventories
Real Estate Inventories | 12 Months Ended |
Dec. 31, 2017 | |
Real Estate [Abstract] | |
Real Estate Inventories | 4. REAL ESTATE INVENTORIES Real estate inventories include land, land development costs, construction and other costs. Real estate held for development and use is stated at cost, or when circumstances or events indicate that the real estate is impaired, at estimated fair value. Real estate held for sale is carried at the lower of cost or fair value less estimated costs to sell. Land, land development and indirect land development costs are accumulated by specific project and allocated to various units within that project using specific identification and allocation based upon the relative sales value, unit or area methods. Direct construction costs are assigned to units based on specific identification. Construction costs primarily include direct construction costs and capitalized field overhead. Other costs are comprised of fees, capitalized interest and real estate taxes. We also use our best estimate at the end of a reporting period to capitalize estimated construction and development costs. Costs incurred to sell real estate are capitalized to the extent they are reasonably expected to be recovered from the sale of the project and are tangible assets or services performed to obtain regulatory approval of sales. Other selling costs are expensed as incurred. For assets held for development and use, a write-down to estimated fair value is recorded when the net carrying value of the property exceeds its estimated undiscounted future cash flows. Estimated fair value is based on comparable sales of real estate in the normal course of business under existing and anticipated market conditions. These evaluations are made on a property-by-property If the project is considered held for sale, it is valued at the lower of cost or fair value less estimated selling costs. The evaluation takes into consideration the current status of the property, carrying costs, costs of disposition, various restrictions and any other circumstances that may affect fair value including management’s plans for the property. At December 31, 2017 and 2016, the Company had no projects classified as held for sale. During 2017 and 2016, as a result of our impairment analysis, the Company wrote off $0.5 million and $2.4 million, respectively, in feasibility, site securing, predevelopment, design, carry costs and related costs for certain of our communities in the Washington, D.C. metropolitan area due to unsuccessful negotiations and changes in market conditions. Additionally, during 2016, the Company, through its subsidiaries, and the land seller of a community in the Washington, D.C. area entered into a settlement agreement, and the Company received a refund of $0.7 million representing a portion of the deposit deemed impaired during the Company’s impairment analysis in 2015. After impairments and write-offs, real estate held for development and sale consists of the following: December 31, December 31, Land and land development costs $ 24,304 $ 33,355 Cost of construction (including capitalized interest and real estate taxes) 20,407 16,487 $ 44,711 $ 49,842 |
Fixed Assets, Net
Fixed Assets, Net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets, Net | 5. FIXED ASSETS, NET Fixed assets consist of the following: December 31, December 31, Computer equipment and capitalized software $ 731 $ 704 Furniture and fixtures 51 52 Office equipment 209 45 Vehicles 42 — 1,033 801 Less : accumulated depreciation (724 ) (546 ) $ 309 $ 255 Depreciation and amortization expense, included in ‘general and administrative’ in the accompanying consolidated statements of operations, amounted to $178 and $181 for the years ended December 31, 2017 and 2016, respectively. |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Note Receivable | 6. NOTE RECEIVABLE The Company originated a note receivable to a third party in the amount of $180 during 2014. This note has a maturity date of September 2, 2019 and is payable in monthly installments of principal and interest. The note bears a fixed interest rate of 6% per annum. As of December 31, 2017 and 2016, the outstanding balance of the note was $66 and $103, respectively, and was included within ‘Other assets’ in the accompanying consolidated balance sheets, the interest income of $5 and $7 for the years ended December 31, 2017 and 2016, respectively, was included in ‘Other income, net’ in the consolidated statements of operations. |
Goodwill And Intangibles
Goodwill And Intangibles | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Intangibles | 7. GOODWILL AND INTANGIBLES On July 17, 2017, JK Environmental Services, LLC, (“JK”) an entity wholly owned by CDS Capital Management, L.C., a subsidiary of Comstock, purchased all of the business assets of Monridge Environmental, LLC for $2.3 million. JK has its principal office located in Conshohocken, Pennsylvania, and operates in Maryland, Pennsylvania, New Jersey, and Delaware. JK operates as an environmental services company, providing consulting, remediation, and other environmental services. Based on an evaluation of the provisions of Accounting Standards Codification Topic 805, Business Combinations ASSETS Net Working Capital $ 141 Net Fixed Assets 180 Intangible Assets 268 Goodwill 1,702 Total Purchase Price $ 2,291 Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed, and it is not deductible for income tax purposes. As of the acquisition date, goodwill consisted primarily of synergies resulting from the combination, expected expanded opportunities for growth and production, and savings in corporate overhead costs. Intangible assets include customer relationships which has an amortization period of four years. December 31, Goodwill $ 1,702 Intangibles 268 1,970 Less : accumulated amortization (31 ) $ 1,939 As of December 31, 2017, the future estimated amortization expense related to these intangible assets was: Amortization 2018 $ 67 2019 67 2020 67 2021 36 2022 and thereafter — Total $ 237 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | 8. OTHER ASSETS Other assets consist of the following: December 31, December 31, Prepaid project costs $ — $ 989 Deferred financing cost—line of credit — 1,286 Bonds and escrow deposits 380 221 Other 905 846 1,285 3,342 Less : accumulated amortization (669 ) (1,230 ) $ 616 $ 2,112 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consist of the following: December 31, December 31, Trade and accrued payables $ 8,279 $ 6,925 Warranty 258 287 Customer deposits 575 497 Other 4 12 $ 9,116 $ 7,721 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 10. DEBT Notes payable consisted of the following: December 31, December 31, Construction revolvers $ 7,337 $ 6,429 Development and acquisition notes 11,584 16,278 Mezzanine notes 1,244 1,424 Line of credit 2,131 2,929 Secured-other 1,069 — Total secured notes 23,365 27,060 Deferred financing charges, net of amortization (150 ) (133 ) Net secured notes 23,215 26,927 Unsecured financing, net of unamortized deferred financing charges of $55 and $121 1,285 911 Notes payable, unsecured, net of $2.0 and $2.1 million discount and unamortized deferred financing charges, respectively 14,893 15,866 Total notes payable $ 39,393 $ 43,704 As of December 31, 2017, maturities of our borrowings are as follows: 2018 $ 33,510 2019 4,080 2020 124 2021 — 2022 and thereafter 1,679 Total $ 39,393 We are in active discussions with our lenders with respect to the 2018 maturities and are seeking extensions and modifications to the credit facilities and loans as necessary. See Note 22 for further discussion on repayments and extensions subsequent to December 31, 2017. Construction, development and mezzanine debt—secured The Company enters into secured acquisition and development loan agreements to purchase and develop land parcels. In addition, the Company enters into secured construction loan agreements for the construction of its real estate inventories. The loans are repaid with proceeds from home closings based upon a specific release price, as defined in each respective loan agreement. As of December 31, 2017 and 2016, the Company had secured construction revolving credit facilities with a maximum loan commitment of $24.8 million and $26.6 million, respectively. The Company may borrow under these facilities to fund its homebuilding 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 December 31, 2017 and 2016, the Company had approximately $17.5 million and $20.2 million, respectively, of unused loan commitments. The Company had $7.3 million and $6.4 million of outstanding construction borrowings as of December 31, 2017 and 2016, 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 December 31, 2017 and 2016, the weighted average interest rate on the Company’s outstanding construction revolving facility was 4.7% and 4.6%, respectively. The secured debt facilities have maturity dates ranging from January 2018 to February 2019, including extensions subject to certain conditions. Subsequent to year end, during the first quarter of 2018, $7.4 million of the outstanding construction revolving credit facilities at December 31, 2017 matured therefore, the Company secured extensions for these facilities. See Note 22 for further discussions on the extensions. As of December 31, 2017 and 2016, the Company had approximately $28.5 million and $27.8 million, respectively, of aggregate acquisition and development maximum loan commitments of which $11.6 million and $16.3 million, respectively, was outstanding. The acquisition and development loans have maturity dates ranging from January 2018 to March 2019, including auto extension subject to certain conditions and bear interest at a rate based on LIBOR and Prime Rate pricing options, with interest rate floors ranging from 4.5% to 12.0%. As of December 31, 2017 and 2016, the weighted average interest rates were 7.1% per annum and 5.2% per annum, respectively. During 2017 and 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 and $1.4 million, respectively, of principal and accrued interest was outstanding at December 31, 2017 and 2016. 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 June 30, 2018 and is guaranteed by the Company and our Chief Executive Officer. Line of credit – secured At December 31, 2017 and 2016, the Company had a secured revolving line of credit amounting to $3.0 million, of which $2.1 million and $2.9 million was outstanding at December 31, 2017 and 2016, 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 is used to finance the predevelopment related expenses and deposits for current and future projects. This line of credit bears a variable interest rate tied to one-month Secured – other As of December 31, 2017, the Company had one secured loan related to the newly created entity, JK, with an outstanding balance of $1.1 million. This financing carries a fixed interest rate of 6.0%, and has a maturity date of October 17, 2022. This financing is secured by the assets of JK and is guaranteed by our Chief Executive Officer. Unsecured notes At December 31, 2017 and December 31, 2016, the Company had $0.6 million and $1.0 million, respectively, outstanding to a bank under a 10-year As of December 31, 2017, the Company had two unsecured seller-financed promissory notes with outstanding balances totaling $0.7 million. The first note, in the amount of $0.1 million, carries an annual interest rate of the prime rate plus 5%. This financing has a maturity date of February 27, 2020, and is guaranteed by our Chief Executive Officer. As of December 31, 2017, the interest rate was 9.5%. The second note, resulting from the newly created entity, JK, on July 17, 2017, has an outstanding balance of $0.6 million as of December 31, 2017. This financing carries an annual interest rate of LIBOR plus 3% and has a maturity date of July 17, 2022. At December 31, 2017, the interest rate was 4.56%. See Note 7 for further discussion of the business acquisition. Notes payable to affiliate—unsecured Comstock Growth Fund On October 17, 2014, Comstock Growth Fund (“CGF”) entered into a subscription agreement with Comstock Development Services (“CDS”), pursuant to which CDS purchased membership interests in CGF for a principal amount of $10.0 million (the “CGF Private Placement”). Other purchasers who subsequently purchased interests 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. 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 $25.0 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 Company is the administrative manager of CGF but does not own any membership interests. The Company had approximately $11.3 million and $12.6 million of outstanding borrowings under the CGF loan, net of discounts, as of December 31, 2017 and 2016, respectively. As of December 31, 2017, and 2016, the interest rate was 11.9% and 10.4% per annum, respectively. For the years ended December 31, 2017 and 2016, the Company made interest payments of $1.5 million and $1.6 million, respectively. During the years ended December 31, 2017 and 2016, the Company made principal payments to CGF of $1.5 million and $1.6 million, respectively. Subsequent to year end, the Company secured an extension on the CGF loan, providing for a new maturity date of April 16, 2019. See Note 22 for further discussion on the extension. Comstock Growth Fund II On December 29, 2015, the Company entered into a revolving line of credit promissory note with Comstock Growth Fund II (“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. 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 funds obtained from the loan are being 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. On December 29, 2017, the CGF II loan was extended one year to December 29, 2018. As of December 31, 2017 and December 31, 2016, $3.6 million and $3.3 million, respectively, was outstanding in principal and accrued interest under the CGF II loan. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. COMMITMENTS AND CONTINGENCIES Litigation Currently, we are not subject to any material legal proceedings. From time to time, 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 or cash flows. We have obtained insurance coverage, rights to indemnification, or where appropriate, have established reserves in connection with these legal proceedings. Letters of credit, performance bonds and compensating balances The Company has commitments as a result of contracts entered into with certain third parties, primarily local governmental authorities, to meet certain performance criteria as 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 December 31, 2017 and 2016, the Company had issued $1.1 million in letters of credit. At December 31, 2017 and 2016, the Company had $4.0 million and $4.2 million in performance and payment bonds, respectively, outstanding to third parties. No amounts have been drawn against these 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 December 31, 2017 and 2016, we had approximately $1.0 million and $0.8 million, respectively, in these escrow accounts, which are included in ‘Restricted cash’ in the consolidated balance sheets. |
Fair Value Disclosures
Fair Value Disclosures | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 12. FAIR VALUE DISCLOSURES ASC 820, Fair Value Measurement • Fair values determined by Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. • Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, and accounts payable 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 inputs (Level 3 inputs). The fair value of the fixed and 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 fair value of fixed and floating rate debt and the corresponding carrying value of fixed and floating rate debt as of: December 31, December 31, Carrying amount $ 39,393 $ 43,704 Fair value $ 38,899 $ 44,986 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, such as an acceleration of amounts due and payable, could significantly affect the estimates. The Company may also value its non-financial non-recurring During 2017 and 2016, as a result of our impairment analysis, the Company wrote off $0.5 million and $2.4 million, respectively, in feasibility, site securing, predevelopment, design, carry costs and related costs for certain of our communities in the Washington, D.C. metropolitan area due to unsuccessful negotiations and changes in market conditions. Additionally, during 2016, the Company, through its subsidiaries, and the land seller of a community in the Washington, D.C. area entered into a settlement agreement, and the Company received a refund of $0.7 million representing a portion of the deposit deemed impaired during the Company’s impairment analysis in 2015. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 13. EMPLOYEE BENEFIT PLANS The Company maintains a defined contribution retirement savings plan pursuant to Section 401(k) of the Internal Revenue Code (the “Code”). Eligible participants may contribute a portion of their compensation to their respective retirement accounts in an amount not to exceed the maximum allowed under the Code. The Company matches 100% of the employee’s contribution, up to 3% of each participant’s gross salary and 50% of the employee’s contribution above 3% not exceeding 4% of the participant’s gross salary, per pay period. Contributions made by the Company become fully vested after six years of service. The total amount matched during the years ended December 31, 2017 and 2016 was $35 and $56, respectively. |
Restricted Stock, Stock Options
Restricted Stock, Stock Options and Other Stock Plans | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Restricted Stock, Stock Options and Other Stock Plans | 14. RESTRICTED STOCK, STOCK OPTIONS AND OTHER STOCK PLANS On December 14, 2004, the Company adopted the 2004 Long-Term Compensation Plan (the “Plan”). The Plan provides for the issuance of stock options, stock appreciation rights, or SARs, restricted stock, deferred stock, dividend equivalents, bonus stock and awards in lieu of cash compensation, other stock-based awards and performance awards. Any shares issued under the Plan typically vest over service periods that range from one to five years. Stock options issued under the plan expire 10 years from the date they are granted. The Plan authorized 1.0 million shares of our Class A Common Stock with an automatic annual increase on January 1 of each successive year of the lesser of (i) 3% of the Class A common stock outstanding or (ii) 107 shares. As of December 31, 2017 and 2016, there were 0.4 million and 0.3 million shares, respectively, available for issuance under the Plan (as amended). The fair value of each option award is calculated on the date of grant using the Black-Scholes option pricing model and certain subjective assumptions. Expected volatilities are calculated based on our historical trading activities. We estimate forfeitures using a weighted average historical forfeiture rate. Our estimates of forfeitures will be adjusted over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from their estimate. The risk-free rate for the periods is based on the U.S. Treasury rates in effect at the time of grant. The expected term of options is based on the simplified method which assumes that the option will be exercised midway between the vesting date and the contractual term of the option. The Company is able to use the simplified method as the options qualify as “plain vanilla” options as defined by ASC 718, Stock Compensation The following table summarizes the assumptions used to calculate the fair value of options during 2017. No options were granted in 2016. 2017 Weighted average fair value of options granted $ 1.20 Dividend yields — Expected volatility 70.60%-79.40 % Weighted average expected volatility 72.73 % Risk free interest rates 2.15 % Weighted average expected term (in years) 6.25 The following table summarizes information about stock option activity: Shares Weighted Aggregate Outstanding at January 1, 2016 174 $ 8.39 Granted — — Exercised — — Forfeited or Expired (62 ) 8.82 Outstanding at December 31, 2016 112 $ 8.16 Granted 345 1.89 Exercised — — Forfeited or Expired (21 ) 7.06 Outstanding at December 31, 2017 436 $ 3.25 $ — Exercisable at December 31, 2017 86 $ 8.46 $ — As of December 31, 2017 and 2016, the weighted-average remaining contractual term of unexercised stock options was 8.5 years and 4.8 years, respectively. A summary of the Company’s restricted share activity is presented below: Shares Weighted Restricted nonvested at January 1, 2016 12 $ 12.42 Granted 20 1.89 Vested (12 ) 12.42 Forfeited or Expired — — Outstanding at December 31, 2016 20 $ 1.89 Granted 245 2.13 Vested (22 ) 1.88 Forfeited or Expired — — Nonvested at December 31, 2017 243 $ 2.16 As of December 31, 2017 and 2016, there was $0.6 million and $0.1 million, respectively, of unrecognized compensation cost related to stock options and restricted stock issuances granted under the Plan. The Company intends to issue new shares of its common stock upon vesting of restricted stock grants or the exercise of stock options. In November 2014, our board of directors approved a share repurchase program authorizing the Company to repurchase up to 429 thousand shares of our Class A common stock in one or more open market or privately negotiated transactions depending on market price and other factors. At December 31, 2017 and 2016, 404 thousand shares of our Class A common stock remain available for repurchase pursuant to our share repurchase agreement. |
Consolidation of Variable Inter
Consolidation of Variable Interest Entities | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation of Variable Interest Entities | 15. CONSOLIDATION OF VARIABLE INTEREST ENTITIES GAAP requires a VIE to be consolidated by the company that is the primary beneficiary. The primary beneficiary of a VIE is the entity that has both of the following characteristics: (a) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Entities determined to be VIEs, for which we are not the primary beneficiary, are accounted for under the equity method. Comstock’s variable interests in VIEs may be in the form of (1) equity ownership, (2) contracts to purchase assets and/or (3) loans provided to and or guaranteed for a VIE. We examine specific criteria and use judgment when determining if Comstock is the primary beneficiary of a VIE. Factors considered in determining whether we are the primary beneficiary include risk and reward sharing, experience and financial condition of other partner(s), voting rights, involvement in day-to-day Consolidated Real Estate Inventories Included within the Company’s real estate inventories at December 31, 2017 and 2016 are several projects that are determined to be VIEs. These entities have been established to own and operate real estate property and were deemed VIEs primarily based on the fact that the equity investment at risk is not sufficient to permit the entities to finance their activities without additional financial support. The Company determined that it was the primary beneficiary of these VIEs as a result of its majority voting and complete operational control of the entities. On August 23, 2012, the Company formed New Hampshire Ave. Ventures, LLC, a joint venture of its subsidiary, Comstock Ventures XVI, L.C, and 6000 New Hampshire Avenue, LLC, for the purpose of acquiring, developing and constructing a 111-unit non-controlling 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 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 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. In October 2017, the Company fully redeemed the remaining equity interest of Class B Members in Comstock IX after paying $3.5 million in distributions. No such distributions were made in 2016. In August 2016, Comstock Investors X, L.C. (“Comstock X”) entered into a subscription agreement with an accredited investor (“Comstock X Class B Member”), pursuant to which the Comstock X Class B Member purchased membership interests in Comstock X for an initial amount of $5.0 million, which is part of an aggregate capital raise of $14.5 million (the “Comstock X Private Placement”). The Comstock X Class B Member is Comstock Development Services, LC (“CDS”), an entity wholly owned by Christopher Clemente, our Chief Executive Officer. In October 2016, the Comstock X Class B Member purchased additional interests in the Comstock X Private Placement in an amount of $9.5 million resulting in an aggregate subscription amount of $14.5 million. In connection with the Comstock X Private Placement, the Company issued a total of 150 warrants for the purchase of shares of the Company’s Class A common stock, having an aggregate fair value of $258. The Comstock X Member is entitled to a cumulative, preferred return of 6% per annum, compounded annually on the capital account balance. The Company has the right to repurchase the interest of the Comstock X Class B Member at any time, provided that (i) all of the Comstock X Class B Members’ interest is acquired, (ii) the purchase is made in cash and (iii) the purchase price equals the Comstock X Class B Members’ capital account plus accrued priority return. In October 2017, the Operating Agreement for Comstock X was amended to increase the maximum capital raise to $19.5 million. Additionally, in October 2017, Comstock X received proceeds of $5.0 million under the amended Operating Agreement to be used for the planned construction of the Company’s Totten Mews, Towns at 1333, Richmond Station, and Marwood East projects. As part of this additional contribution, 50,000 warrants for the purchase of the Company’s Class A common stock, having an aggregate fair value of $258. The Company evaluated Comstock X 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 of the VIE 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 2017, the Company distributed $1.0 million to its non-controlling At December 31, 2017 and December 31, 2016, the distributions and contributions for the VIEs discussed above are included within the ‘non-controlling At December 31, 2017 and December 31, 2016, total assets of these VIEs were approximately $30.6 million and $38.1 million, respectively, and total liabilities were approximately $15.9 million and $18.5 million, respectively. The classification of these assets is primarily within ‘real estate inventories’ and the classification of liabilities are primarily within ‘notes payable – secured by real estate inventories’ and ‘accounts payable and accrued liabilities’ in the consolidated balance sheets. Land purchase options The Company typically acquires land for development at market prices under fixed price purchase agreements. The purchase agreements require deposits that may be forfeited if the Company fails to perform under the agreements. The deposits required under the purchase agreements are in the form of cash or letters of credit in varying amounts. The Company may, at its option, choose for any reason and at any time not to perform under these purchase agreements by delivering notice of its intent not to acquire the land under contract. The Company’s sole legal obligation and economic loss for failure to perform under these purchase agreements is typically limited to the amount of the deposit pursuant to the liquidated damages provision contained within the purchase agreement. As a result, none of the creditors of any of the entities with which the Company enters into forward fixed price purchase agreements have recourse to the general credit of the Company. The Company does not share in an allocation of either the profit earned or loss incurred by any of these entities with which the Company has fixed price purchase agreements. The Company has concluded that whenever it options land or lots from an entity and pays a significant non-refundable 810-10, Consolidation 810-10. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. RELATED PARTY TRANSACTIONS The Company has a lease for its corporate headquarters from an affiliate wholly-owned by our CEO. Future minimum lease payments under this lease, which expires in 2018, is $0.2 million. For each of the years ended December 31, 2017 and 2016, total rental payments made were $0.2 million and $0.3 million, respectively. Rent expense for the years ended December 31, 2017 and 2016 was $0.2 million and $0.3 million, respectively. 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 the Chief Executive Officer, to provide services related to real estate development and improvements, legal, accounting, marketing, information technology and additional support services. For the years ended December 31, 2017 and 2016, the Company billed Comstock Asset Management, L.C. $1.1 million and $0.9 million, respectively, for services and out-of-pocket 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. 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. 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 $10.0 million and a maximum capacity of up to $20.0 million. On December 18, 2014, the loan agreement was amended and restated to provide for a maximum capacity of $25.0 million. All of the other terms of the unsecured promissory note remained the same. The Company borrowed additional principal loan amount of $6.2 million under the Amended and Restated CGF promissory note bringing the total aggregate principal amount borrowed to $16.2 million. The CGF loan has a three-year term carrying a floating interest rate of LIBOR plus 9.75% with a 10% floor. The loan requires an annual principal repayment in the amount of 10% of the average outstanding balance and a monthly interest payment that will be made in arrears. See Note 10 for further discussion of transactions entered with CGF. 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 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 $4.5 million issued to the Company by Stonehenge was cancelled in its entirety and exchanged for 772,210 shares of the Company’s Series B Non-Convertible Preferred 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. 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. On December 29, 2017, the CGF II loan was extended one year to December 29, 2018. As of December 31, 2017 and December 31, 2016, $3.6 million and $3.3 million, respectively, was outstanding in principal and accrued interest under the CGF II loan. On March 22, 2017, the Company entered into a Share Exchange Agreement with the holders of the Company’s Series B Preferred Stock pursuant to which the Company exchanged 858,210 shares of the Company’s Series B Preferred Stock for 772,210 shares of the Company’s newly created Series C Non-Convertible Preferred upon re-acquisition and in-kind, See Note 15 for a summary of the Comstock VII Private Placement and the Comstock VIII Private Placement which involved certain of our officers and directors and Note 10 to the consolidated financial statements for further description of the CGF Private Placement and the CGF II Private Placement. See Note 15 for a summary of the Comstock X Private Placement which involved a wholly owned entity of the Chief Executive Officer of the Company. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Text Block [Abstract] | |
Warrants | 17. WARRANTS As part of the Comstock VII Private Placement discussed in Note 15, the Company issued warrants to purchase shares of the Company’s Class A common stock to the Comstock VII Class B Members who are not officers, directors or affiliates of the Company and who purchased membership interests in the offering that equaled or exceeded an initial investment amount of $250. The warrants represent the right to purchase an aggregate amount of up to 16 shares of the Company’s Class A common stock. The warrants have an initial exercise price which is equal to the average of the closing price of the Company’s Class A common stock of the 20 trading days preceding the issuance of the warrants. The warrants contain a cashless exercise provision. In the event the purchasers exercise the warrants on a cashless basis, the Company will not receive any proceeds. The warrants may be exercised at any time prior to March 14, 2023. In addition, as part of the Comstock VIII Private Placement discussed in Note 15, the Company issued warrants to purchase shares of the Company’s Class A common stock to the Comstock VIII Class B Members who are not officers, directors or affiliates of the Company and who purchased membership interests that equaled or exceeded an initial investment amount of $250. The warrants represent the right to purchase an aggregate amount of up to 15 shares of the Company’s Class A common stock. The warrants have an initial exercise price which is equal to the average of the closing price of the Company’s Class A common stock of the 20 trading days preceding the issuance of the warrants. The warrants contain a cashless exercise provision. In the event the purchasers exercise the warrants on a cashless basis, the Company will not receive any proceeds. The warrants may be exercised at any time prior to December 12, 2023. Also, as part of the Comstock X Private Placement discussed in Note 15, the Company issued warrants to purchase shares of the Company’s Class A common stock to the Comstock X Class B Member. The warrants represent the right to purchase an aggregate amount of up to 150 shares of the Company’s Class A common stock. The warrants have an initial exercise price which is equal to the average of the closing price of the Company’s Class A common stock of the 20 trading days preceding the issuance of the warrants. The warrants contain a cashless exercise provision. In the event the purchasers exercise the warrants on a cashless basis, the Company will not receive any proceeds. The warrants may be exercised at any time prior to August 15, 2026. As part of the additional $5.0 million contribution received from Comstock X in October 2017, an additional 50 warrants to purchase the Company’s Class A common stock were issued. These warrants have the same terms and provisions as the original 150 warrants issued in August 2016. These warrants may be exercised any time prior to October 16, 2027. As discussed in Note 10, as part of the CGF Private Placement, depending upon the investment amount, purchasers of interests in CGF other than CDS received warrants that represent the right to purchase a certain number of shares of the Company’s Class A common stock. For purchasers who are not affiliates or insiders, the warrants have initial exercise prices ranging from $4.91 to $7.63. The exercise prices of the warrants to affiliates and insiders range from $7.30 to $7.63. The warrants contain a cashless exercise provision. In the event a purchaser exercises the warrant on a cashless basis, the Company will not receive any proceeds. The warrants may be exercised at any time within ten years from the date of issuance. As of December 31, 2017, the warrants represent the right to purchase an aggregate amount of up to 76 shares of our Class A common stock. In connection with entering into the SunBridge (“BridgeCom”) loan agreement in 2011, the Company issued warrants to purchase shares of the Company’s Class A common stock to BridgeCom Development I, LLC, an affiliate of SunBridge. The warrants represent the right to purchase an aggregate amount of up to 143 shares of the Company’s Class A common stock. The warrants have an initial exercise price of $7.21. The warrants contain a cashless exercise provision. In the event the purchasers exercise the warrants on a cashless basis, the Company will not receive any proceeds. The warrants may be exercised at any time prior to July 12, 2021. On May 29, 2012, the Company repaid the SunBridge loans in full and the SunBridge warrants remain unexercised as of December 31, 2017. |
Unconsolidated Joint Venture
Unconsolidated Joint Venture | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Unconsolidated Joint Venture | 18. UNCONSOLIDATED JOINT VENTURE The Company accounts for its interest in its title insurance joint venture using the equity method of accounting and adjusts the carrying value for its proportionate share of earnings, losses and distributions. The investment in the unconsolidated joint venture was $27 and $54 as of December 31, 2017 and 2016, respectively, and is included within ‘Other assets, net’ in the accompanying consolidated balance sheets. Earnings for the years ended December 31, 2017 and 2016, from this unconsolidated joint venture of $53 and $87, respectively, is included in ‘Other income, net’ in the accompanying consolidated statement of operations. During the years ended December 31, 2017 and 2016, the Company collected and recorded a distribution of $83 and $102, respectively, from this joint venture as a return on investment. Summarized unaudited financial information for the unconsolidated joint venture is as follows: Twelve Months Ended 2017 2016 Statement of Operations: Total net revenue $ 219 $ 290 Total expenses 114 117 Net income $ 105 $ 173 Comstock Holding Companies, Inc. share of net income $ 53 $ 87 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 19. INCOME TAXES During the year ended December 31, 2017, the Company recognized income tax expense of $38 thousand and the effective tax rate was 0.91%. During the year ended December 31, 2016, the Company recognized income tax expense of $55 thousand and the effective tax rate was 0.82%. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company recorded valuation allowances for certain tax attributes and other deferred tax assets. At this time, sufficient uncertainty exists regarding the future realization of these deferred tax assets through future taxable income. If, in the future, the Company believes that it is more likely than not that these deferred tax benefits will be realized, the valuation allowances will be reversed. With a full valuation allowance, any change in the deferred tax asset or liability is fully offset by a corresponding change in the valuation allowance. The Tax Cut and Jobs Act was enacted on December 22, 2017, resulting in significant changes to the taxation of corporations and individuals. For corporate taxpayers, the Tax Act lowers the corporate tax rate, from 35% to 21%, which requires the Company to re-measure net deferred tax assets in the period of enactment as a discrete item within the income tax provision. As of result of the decrease in the federal tax rate, a decrease of net deferred tax assets of approximately $20 million was recorded. This decrease is substantially offset by the Company’s valuation allowance. The Company currently has approximately $144 million in federal and state Net Operating Losses (“NOLs), which based on current statutory tax rates, including the lower corporate tax rate enacted by the Tax Act. If unused, these NOLs will begin expiring in 2027. Under Code Section 382 (“Section 382”) rules, if a change of ownership is triggered, the Company’s NOL assets and possibly certain other deferred tax assets may be impaired. We estimate that as of December 31, 2017, the three-year cumulative shift in ownership of the Company’s stock has not triggered an impairment of our NOL asset. However, if an ownership change were to occur, the Section 382 limitation would not be expected to materially impact the Company’s financial position or results of operations as of December 31, 2017, because the Company has recorded a full valuation allowance on substantially all of its net deferred tax assets. The Company’s ability to use its NOLs (and in certain circumstances, future built-in The Company has not recorded any accruals related to uncertain tax positions as of December 31, 2017 and 2016, respectively. We file U.S. and state income tax returns in jurisdictions with varying statutes of limitations. The 2014 through 2016 tax years remain subject to examination by federal and most state tax authorities. The income tax provision consists of the following as of December 31: 2017 2016 Current: Federal $ — $ — State 24 37 24 37 Deferred: Federal 15,171 3,967 State 2,724 742 17,895 4,709 Valuation allowance (17,881 ) (4,691 ) Total income tax expense $ 38 $ 55 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Components of the Company’s deferred tax assets and liabilities at December 31, 2017 and 2016 are as follows: 2017 2016 Deferred tax assets: Inventory $ 834 $ 1,766 Warranty 67 113 Net operating loss and tax credit carryforwards 37,045 53,721 Accrued expenses 4 7 Stock based compensation 352 387 Investment in affiliates 48 — 38,350 55,994 Less—valuation allowance (38,328 ) (55,739 ) Net deferred tax assets 22 255 Deferred tax liabilities: Depreciation and amortization (21 ) (46 ) Investment in affiliates — (209 ) Goodwill amortization (15 ) — Net deferred tax liabilities (36 ) (255 ) Net deferred tax assets (liabilities) $ (14 ) $ — A reconciliation of the statutory rate and the effective tax rate after adjustments for non-includable non-controlling 2017 2016 Federal statutory rate (35.00 %) (35.00 %) State income taxes—net of federal benefit (3.90 %) (3.90 %) Permanent differences (10.94 %) (12.87 %) Return to provision adjustments 5.18 % (18.16 %) Change in valuation allowance (417.08 %) 69.93 % Current state income tax 0.56 % 0.82 % Change in enacted rate 462.23 % 0.00 % Other, net (0.15 %) 0.00 % Effective tax rate 0.91 % 0.82 % |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Preferred Stock | 20. PREFERRED STOCK On March 22, 2017, the Company entered into a Share Exchange Agreement with the holders of the Company’s Series B Preferred Stock pursuant to which the Company exchanged 858,210 shares of the Company’s Series B Preferred Stock for 772,210 shares of the Company’s newly created Series C Non-Convertible Preferred upon re-acquisition and in-kind, |
Quarterly Results (unaudited)
Quarterly Results (unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results (unaudited) | 21. QUARTERLY RESULTS (unaudited) Quarterly results for the years ended December 31, 2017 and 2016 are as follows (in thousands, except per share amounts): Three months ended March 31, June 30, September 30, December 31, 2017 2017 2017 2017 Revenues $ 10,268 $ 10,520 $ 13,815 $ 10,827 Operating loss (684 ) (563 ) (1,193 ) (2,366 ) Loss before income tax expense (664 ) (535 ) (1,172 ) (2,369 ) Net loss (664 ) (535 ) (1,201 ) (2,378 ) Net income (loss) attributable to common stockholders 286 387 (1,510 ) (3,225 ) Basic income (loss) per share 0.09 0.12 (0.45 ) (0.98 ) Diluted income (loss) per share 0.08 0.11 (0.45 ) (0.98 ) Three months ended March 31, June 30, September 30, December 31, 2016 2016 2016 2016 Revenues $ 9,706 $ 9,978 $ 13,103 $ 8,793 Operating loss (1,271 ) (1,442 ) (854 ) (3,297 ) Loss before income tax expense (1,263 ) (1,429 ) (756 ) (3,259 ) Net loss (1,288 ) (1,461 ) (756 ) (3,257 ) Net loss attributable to common stockholders (1,724 ) (1,995 ) (1,046 ) (4,576 ) Basic loss per share (0.55 ) (0.60 ) (0.34 ) (1.38 ) Diluted loss per share (0.55 ) (0.60 ) (0.34 ) (1.38 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 22. SUBSEQUENT EVENTS On January 15, 2018, the Company extended its revolving acquisition and construction loans related to The Towns at 1333 Project. The loans had an initial maturity date of January 15, 2018 and the subsequent extensions provide for a maturity date January 19, 2019. All other terms of the original agreements remain in full force and effect. As of December 31, 2017, the Company had $5.2 million in outstanding borrowings under this revolving credit facility. On March 15, 2018, the Company extended its credit line deed of trust note for acquisition and construction related to the Woods at Spring Ridge Project. The note had an initial maturity date of March 15, 2018 and the subsequent extension provides for a maturity date of June 15, 2018. The note is modified to state that the lender, after June 15, 2018, shall have no obligation to approve a new construction loan under the construction line for any lot or unit pursuant to the loan approval conditions set forth in the loan agreement or to make any further advances of loan proceeds under the loans. All other terms and conditions of the original agreements remain in full force and effect. As of December 31, 2017, the Company had $2.2 million in outstanding borrowings under this revolving credit facility. On March 30, 2018, CDS Asset Management, L.C. (“CAM”), an entity wholly owned by the Company, entered into a master asset management agreement (“the Agreement”) with Comstock Development Services LC (“CDS”), an entity wholly owned by Christopher Clemente, the Chief Executive Officer of the Company. The effective date of this agreement is January 2, 2018. Entering into the Agreement is part of the Company’s strategic plan to transform its business model from for-sale for-sale Pursuant to the Agreement, CDS will pay CAM an annual cost-plus fee (the “Annual Fee”) in an aggregate amount equal to the sum of (i) the employment expenses of personnel dedicated to providing services to the Comstock Real Estate Portfolio pursuant to the Agreement, (ii) the costs and expenses of the Company related to maintaining the listing of its shares on a securities exchange and complying with regulatory and reporting obligations as a public company, and (iii) a fixed annual payment of $1,000,000. On April 16, 2018, the Company extended its notes payable with Comstock Growth Fund I. This loan had a maturity date of April 16, 2018 and the extension provides for a maturity date of April 16, 2019. As of December 31, 2017, the Company had $11.3 million of principal and interest, net of discounts, outstanding under the credit facility. |
Organization (Policies)
Organization (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity Developments | Liquidity Developments 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 have historically included, 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 and finished and raw building lots. The Company is involved in ongoing discussions with lenders and equity sources in order to obtain additional growth capital to fund various new business opportunities. See Note 10 for more details on our credit facilities and Note 15 for details on private placement offerings in 2017 and 2016. As of December 31, 2017, $16.0 million of the Company’s secured project related notes were set to mature at various periods through the end of 2018. As of April 20, 2018, the Company has successfully extended or repaid all obligations with Lenders through April 20, 2018, as more fully described in Note 10 and Note 22, and we are actively engaging our lenders seeking long term extensions and modifications to the loans where necessary. 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 if we default on an obligation, all debt with that particular institution could be called into default. At December 31, 2017, $14.9 million of our notes payable to affiliates were set to mature prior to the end of 2018. These funds were primarily obtained from entities wholly owned by our Chief Executive Officer, who has unilateral ability to extend the maturity dates beyond 2018 as needed. The current performance of our projects has met all required servicing obligations required by the facilities. We are anticipating that with successful resolution of the debt extension discussions with our lenders, the recently completed capital raises from our 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. Refer to Note 10 for further discussion regarding extensions and Note 22 for other subsequent events impacting our credit facilities. |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include the accounts of the Company and all of its majority-owned and controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated. Investments in 50% or less owned partnerships and affiliates are accounted for using the equity method unless it is determined that the Company has control of the entity, in which case the entity would be consolidated. The Company had one joint venture investment accounted for using the equity method as of December 31, 2017 and 2016. |
Cash and cash equivalents and restricted cash | Cash and cash equivalents and restricted cash Cash and cash equivalents are comprised of cash and short-term investments with maturities of three months or less when purchased. At times, the Company may have deposits with institutions in excess of federally insured limits. We monitor the cash balances in our bank accounts and adjust the balance as appropriate. To date, we have not experienced loss or lack of access to our invested cash or cash equivalents; however, we can provide no assurance that access to our cash and cash equivalents will not be impacted by adverse conditions in the financial market. At December 31, 2017 and 2016, the Company had restricted cash of $1.1 million and $1.2 million, respectively, related to restricted purchaser escrow deposits and cash held in escrow as collateral for letters of credit. |
Trade Receivables | Trade Receivables Trade receivables are recorded at the amount invoiced. We reduce accounts receivable by estimating an allowance for amounts that may become uncollectible in the future. Management determines the estimated allowance for uncollectible amounts based on their judgements in evaluating the aging of the receivables and the financial condition of our clients, which may be dependent on the type of client and the client’s current financial condition. |
Real estate inventories | Real estate inventories Real estate inventories include land, land development costs, construction and other costs. Real estate held for development and use is stated at cost, or when circumstances or events indicate that the real estate is impaired, at estimated fair value. Real estate held for sale is carried at the lower of cost or fair value less estimated costs to sell. Land, land development and indirect land development costs are accumulated by specific project and allocated to various units within that project using specific identification and allocation based upon the relative sales value, unit or area methods. Direct construction costs are assigned to units based on specific identification. Construction costs primarily include direct construction costs and capitalized field overhead. Other costs are comprised of fees, capitalized interest and real estate taxes. We also use our best estimate at the end of a reporting period to capitalize estimated construction and development costs. Costs incurred to sell real estate are capitalized to the extent they are reasonably expected to be recovered from the sale of the project and are tangible assets or services performed to obtain regulatory approval of sales. Other selling costs are expensed as incurred. If the project is considered held for sale, it is valued at the lower of cost or fair value less estimated selling costs. The evaluation takes into consideration the current status of the property, carrying costs, costs of disposition, various restrictions and any other circumstances that may affect fair value including management’s plans for the property. For assets held for development and use, a write-down to estimated fair value is recorded when the net carrying value of the property exceeds its estimated undiscounted future cash flows. Estimated fair value is based on comparable sales of real estate in the normal course of business under existing and anticipated market conditions. These evaluations are made on a property-by-property |
Capitalized interest and real estate taxes | 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 settled. The following table is a summary of interest and real estate taxes incurred, capitalized and expensed for units settled: Twelve Months Ended December 31 2017 2016 Total interest incurred and capitalized $ 4,223 $ 3,227 Total real estate taxes incurred and capitalized 354 240 Total interest and real estate taxes incurred and capitalized $ 4,577 $ 3,467 Interest expensed as a component of cost of sales $ 2,604 $ 1,833 Real estate taxes expensed as a component of cost of sales 267 235 Interest and real estate taxes expensed as a component of cost of sales $ 2,871 $ 2,068 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 statement of operations for the periods presented: Twelve Months Ended December 31, 2017 2016 Interest incurred and expensed from entity level borrowings $ — $ 876 Interest incurred and expensed for inactive projects 41 5 Real estate taxes incurred and expensed for inactive projects — 5 $ 41 $ 886 |
Fixed assets | Fixed assets Fixed assets are carried at cost less accumulated depreciation and are depreciated on the straight-line method over their estimated useful lives as follows: Furniture and fixtures 7 years Office equipment and vehicles 5 years Leasehold improvements life of related lease Computer equipment 3 years Capitalized software 3 years When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from their separate accounts and any gain or loss on sale is reflected in operations. Expenditures for maintenance and repairs are charged to expense as incurred. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a business acquisition. Following an acquisition, we perform an analysis to value the acquired company’s tangible and identifiable intangible assets and liabilities. With respect to identifiable intangible assets, we consider backlog, non-compete We test our goodwill for impairment on an annual basis, and more frequently when an event occurs or circumstances indicate that the carrying value of the asset may not be recoverable. We believe the methodology that we use to review impairment of goodwill, which includes a significant amount of judgment and estimates, provides us with a reasonable basis to determine whether impairment has occurred. We perform our annual goodwill impairment review during our fiscal fourth quarter and our first annual review will be performed in 2018. In addition, we regularly evaluate whether events and circumstances have occurred that may indicate a potential change in recoverability of goodwill. We perform interim goodwill impairment reviews between our annual reviews if certain events and circumstances have occurred, including a deterioration in general economic conditions, an increased competitive environment, a change in management, key personnel, strategy or customers, negative or declining cash flows, or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods. The impairment test for goodwill is a two-step non-cash |
Warranty reserve | 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 two-year Years ended 2017 2016 Balance at beginning of period $ 287 $ 312 Additions 178 233 Releases and/or charges incurred (207 ) (258 ) Balance at end of period $ 258 $ 287 |
Revenue recognition | Revenue recognition We recognize revenues and related profits or losses from the sale of residential properties and units, finished lots and land sales when closing has occurred, full payment is reasonably assured, title and possession of the property has transferred to the buyer and we have no significant continuing involvement in the property. Other revenues include revenue from land sales, rental revenue from leased multi-family units, which is recognized ratably over the terms of the respective leases and revenue from construction services which is recognized under the percentage-of-completion We consider revenue to be from homebuilding when there is a structure built or being built on the lot at closing when cash receipt is reasonably assured and the title is transferred along with the risks and rewards of ownership. Sales of lots occur, and are included in other revenues, when we sell raw land or finished home sites in advance of any home construction. Revenues generated through real estate professional services such as management and administrative support, environmental design, engineering and remediation are recognized when the services have been provided, the benefits of the services are transferred to the customer and our performance obligations are satisfied. |
Advertising costs | Advertising costs The total amount of advertising costs charged to operations for the year ended December 31, 2017 was $568, of which $560 was charged to sales and marketing and $8 was charged to general and administrative expenses. The total amount of advertising costs charged to operations for the year ended December 31, 2016 was $586, of which $542 was charged to sales and marketing and $44 was charged to general and administrative expenses. |
Stock compensation | Stock compensation As discussed in Note 14, the Company sponsors stock option plans and restricted stock award plans. The Company accounts for its share-based awards pursuant to Accounting Standards Codification (“ASC”) 718, Share Based Payments |
Income taxes | Income taxes Income taxes are accounted for under the asset and liability method in accordance with ASC 740, Accounting for Income Taxes The Tax Cuts and Jobs Act was enacted on December 22, 2017 with an effective date of January 1, 2018. The results of the Tax Act include, among others, a reduction to the corporate federal income tax rate from 35% to 21%, the repeal of the Alternative Minimum Tax, and the allowance of net operating losses arising in tax years ending after 2017 to be carried forward indefinitely, subject to limitation. The law introduces substantial changes to the Internal Revenue Code, with extensive implications for our federal current and deferred income tax provision. For further information, see Note 19 of the Notes to Consolidated Financial Statement included in this report. |
Loss per share | Loss per share The weighted average shares and share equivalents used to calculate basic and diluted loss per share for the years ended December 31, 2017 and 2016 are presented on the consolidated statement of operations. Restricted stock awards, stock options and warrants for the years ended December 31, 2017 and 2016 are included in the diluted loss per share calculation using the treasury stock method and average market prices during the periods, unless the restricted stock award, stock options and warrants would be anti-dilutive. As a result of net losses for the years ended December 31, 2017 and 2016, diluted net loss per share excludes the effects of common stock equivalents consisting of restricted stock awards and warrants, which are anti-dilutive. The following number of shares have been excluded from consideration in the calculation of diluted net loss per share were: Twelve Months Ended December 31, 2017 2016 Restricted stock awards 83 — Warrants 11 — 94 — As of December 31, 2017 and 2016, warrants of 763 and 851, respectively; stock options of 666 and 404, respectively; and restricted stock awards of zero and 22, respectively; were excluded from the table above as the shares related were considered anti-dilutive |
Comprehensive income (loss) | Comprehensive income (loss) For the years ended December 31, 2017 and 2016, comprehensive income (loss) equaled net income (loss); therefore, a separate statement of comprehensive income (loss) is not included in the consolidated financial statements. |
Segment reporting | Segment reporting During 2017 and 2016, we operated our business through three segments: Homebuilding, Multi-family and Real Estate Services. We are focused on the Washington, D.C. market. In 2018, we revised our business strategy and transitioned our business operations to three operating segments; Homebuilding, Asset Management and Real Estate Services. In our Homebuilding segment, we develop properties with the intent to sell as fee-simple for-sale move-up, move-up low-end high-end 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, environmental assessments and remediation services, and general contracting services to other property owners. The following disclosure includes the Company’s three reportable segments of Homebuilding, Multi-family and Real Estate Services. Each of these segments operates within the Company’s single Washington, D.C. reportable geographic segment. Homebuilding Multi-Family Real Estate Total Twelve Months Ended December 31, 2017 Gross revenue $ 43,399 $ — $ 2,031 $ 45,430 Gross profit 2,814 — (268 ) 2,546 Net (loss) income (4,348 ) — (430 ) (4,778 ) Total assets 47,474 — 3,684 51,158 Depreciation, amortization, and stock based compensation 409 — 177 586 Interest expense — — 41 41 Twelve Months Ended December 31, 2016 Gross revenue $ 40,696 $ — $ 884 $ 41,580 Gross profit 2,460 — 457 2,917 Net (loss) income (7,219 ) — 457 (6,762 ) Total assets 59,688 — 133 59,821 Depreciation, amortization, and stock based compensation 258 — 10 268 Interest expense 881 — — 881 The Company allocates sales, marketing and general and administrative expenses to the individual segments based upon specifically allocable costs. |
Use of estimates | Use of estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. Material estimates are utilized in the valuation of real estate inventories, valuation of deferred tax assets, analysis of goodwill impairment, valuation of equity-based compensation, capitalization of costs, consolidation of variable interest entities and warranty reserves. |
Reclassifications | Reclassifications Certain amounts in the prior year consolidated financial statements have been reclassified to the current year presentation. The impact of the reclassifications made to prior year amounts is not material and did not affect net loss. |
Recent accounting pronouncements | Recent accounting pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Customers” (“ASU 2014-09”). ASU 2014-09 provides a guidance. ASU No. 2014-09 will require issued ASU 2015-14, which deferred of ASU 2014-09 for one 2014-09 In February 2016, the FASB issued ASU 2016-02, “Leases”. The core and a right-of-use asset representing term. ASU 2016-02 is effective In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments Statement of Cash Flows Statement of Cash Flows (Topic 230), Restricted Cash Statement of Cash Flows In January 2017, the FASB issued ASU 2017-01, “Business ASU 2017-01 is ASU 2017-01 should ASU 2017-01 to In January 2017, the FASB issued ASU 2017-04, 2017-04 In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock ASU 2017-09 is ASU 2017-09 to Other accounting pronouncements issued or effective during the year ended December 31, 2017 are not applicable to us or are not anticipated to have a material effect on our consolidated financial statements. |
Consolidation Of Entities | The Company does not share in an allocation of either the profit earned or loss incurred by any of these entities with which the Company has fixed price purchase agreements. The Company has concluded that whenever it options land or lots from an entity and pays a significant non-refundable 810-10, Consolidation 810-10. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Interest Incurred, Capitalized and Expensed for Units Settled | The following table is a summary of interest and real estate taxes incurred, capitalized and expensed for units settled: Twelve Months Ended December 31 2017 2016 Total interest incurred and capitalized $ 4,223 $ 3,227 Total real estate taxes incurred and capitalized 354 240 Total interest and real estate taxes incurred and capitalized $ 4,577 $ 3,467 Interest expensed as a component of cost of sales $ 2,604 $ 1,833 Real estate taxes expensed as a component of cost of sales 267 235 Interest and real estate taxes expensed as a component of cost of sales $ 2,871 $ 2,068 |
Summary of Interest and Real Estate Taxes Expensed in Consolidated Statement of Operations | The following is a breakdown of the interest and real estate taxes expensed in the consolidated statement of operations for the periods presented: Twelve Months Ended December 31, 2017 2016 Interest incurred and expensed from entity level borrowings $ — $ 876 Interest incurred and expensed for inactive projects 41 5 Real estate taxes incurred and expensed for inactive projects — 5 $ 41 $ 886 |
Fixed Assets are Carried at Cost Less Accumulated Depreciation | Fixed assets are carried at cost less accumulated depreciation and are depreciated on the straight-line method over their estimated useful lives as follows: Furniture and fixtures 7 years Office equipment and vehicles 5 years Leasehold improvements life of related lease Computer equipment 3 years Capitalized software 3 years |
Summary of Warranty Reserve Activity Included in Accounts Payable and Accrued Liabilities | The following table is a summary of warranty reserve activity, which is included in accounts payable and accrued liabilities: Years ended 2017 2016 Balance at beginning of period $ 287 $ 312 Additions 178 233 Releases and/or charges incurred (207 ) (258 ) Balance at end of period $ 258 $ 287 |
Summary of Shares Included in Diluted Share Computation | As a result of net losses for the years ended December 31, 2017 and 2016, diluted net loss per share excludes the effects of common stock equivalents consisting of restricted stock awards and warrants, which are anti-dilutive. The following number of shares have been excluded from consideration in the calculation of diluted net loss per share were: Twelve Months Ended December 31, 2017 2016 Restricted stock awards 83 — Warrants 11 — 94 — |
Segment Reporting Information | The following disclosure includes the Company’s three reportable segments of Homebuilding, Multi-family and Real Estate Services. Each of these segments operates within the Company’s single Washington, D.C. reportable geographic segment. Homebuilding Multi-Family Real Estate Total Twelve Months Ended December 31, 2017 Gross revenue $ 43,399 $ — $ 2,031 $ 45,430 Gross profit 2,814 — (268 ) 2,546 Net (loss) income (4,348 ) — (430 ) (4,778 ) Total assets 47,474 — 3,684 51,158 Depreciation, amortization, and stock based compensation 409 — 177 586 Interest expense — — 41 41 Twelve Months Ended December 31, 2016 Gross revenue $ 40,696 $ — $ 884 $ 41,580 Gross profit 2,460 — 457 2,917 Net (loss) income (7,219 ) — 457 (6,762 ) Total assets 59,688 — 133 59,821 Depreciation, amortization, and stock based compensation 258 — 10 268 Interest expense 881 — — 881 |
Trade Receivables (Tables)
Trade Receivables (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Text Block [Abstract] | |
Summary of Trade Receivables | Trade receivables include amounts due from real estate services, home sales transactions and amounts due from related parties with whom we have service arrangements. December 31, December 31, 2017 2016 Trade $ 432 $ — Due from Settlement Attorneys — 432 Related parties 145 132 Other 59 49 636 613 Less : allowance for doubtful accounts — — $ 636 $ 613 |
Real Estate Inventories (Tables
Real Estate Inventories (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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: December 31, December 31, Land and land development costs $ 24,304 $ 33,355 Cost of construction (including capitalized interest and real estate taxes) 20,407 16,487 $ 44,711 $ 49,842 |
Fixed Assets, Net (Tables)
Fixed Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Fixed Assets | Fixed assets consist of the following: December 31, December 31, Computer equipment and capitalized software $ 731 $ 704 Furniture and fixtures 51 52 Office equipment 209 45 Vehicles 42 — 1,033 801 Less : accumulated depreciation (724 ) (546 ) $ 309 $ 255 |
Goodwill And Intangibles (Table
Goodwill And Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Purchase Price Allocation | The table below summarizes the purchase price allocation based on the estimated fair value of net assets acquired at the date of acquisition. ASSETS Net Working Capital $ 141 Net Fixed Assets 180 Intangible Assets 268 Goodwill 1,702 Total Purchase Price $ 2,291 |
Summary of Goodwill and Intangible Assets | Intangible assets include customer relationships which has an amortization period of four years. December 31, Goodwill $ 1,702 Intangibles 268 1,970 Less : accumulated amortization (31 ) $ 1,939 |
Summary of Future Estimated Amortization Expense | As of December 31, 2017, the future estimated amortization expense related to these intangible assets was: Amortization 2018 $ 67 2019 67 2020 67 2021 36 2022 and thereafter — Total $ 237 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Other Assets | Other assets consist of the following: December 31, December 31, Prepaid project costs $ — $ 989 Deferred financing cost—line of credit — 1,286 Bonds and escrow deposits 380 221 Other 905 846 1,285 3,342 Less : accumulated amortization (669 ) (1,230 ) $ 616 $ 2,112 |
Accounts Payable and Accrued 36
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consist of the following: December 31, December 31, Trade and accrued payables $ 8,279 $ 6,925 Warranty 258 287 Customer deposits 575 497 Other 4 12 $ 9,116 $ 7,721 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable | Notes payable consisted of the following: December 31, December 31, Construction revolvers $ 7,337 $ 6,429 Development and acquisition notes 11,584 16,278 Mezzanine notes 1,244 1,424 Line of credit 2,131 2,929 Secured-other 1,069 — Total secured notes 23,365 27,060 Deferred financing charges, net of amortization (150 ) (133 ) Net secured notes 23,215 26,927 Unsecured financing, net of unamortized deferred financing charges of $55 and $121 1,285 911 Notes payable, unsecured, net of $2.0 and $2.1 million discount and unamortized deferred financing charges, respectively 14,893 15,866 Total notes payable $ 39,393 $ 43,704 |
Maturities of Borrowings | As of December 31, 2017, maturities of our borrowings are as follows: 2018 $ 33,510 2019 4,080 2020 124 2021 — 2022 and thereafter 1,679 Total $ 39,393 |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of Carrying Amount and Fair Value of Fixed and Floating Rate Debt | The following table summarizes the fair value of fixed and floating rate debt and the corresponding carrying value of fixed and floating rate debt as of: December 31, December 31, Carrying amount $ 39,393 $ 43,704 Fair value $ 38,899 $ 44,986 |
Restricted Stock, Stock Optio39
Restricted Stock, Stock Options and Other Stock Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Assumptions Used to Calculate Fair Value of Options | The following table summarizes the assumptions used to calculate the fair value of options during 2017. No options were granted in 2016. 2017 Weighted average fair value of options granted $ 1.20 Dividend yields — Expected volatility 70.60%-79.40 % Weighted average expected volatility 72.73 % Risk free interest rates 2.15 % Weighted average expected term (in years) 6.25 |
Summary Information about Stock Option Activity | The following table summarizes information about stock option activity: Shares Weighted Aggregate Outstanding at January 1, 2016 174 $ 8.39 Granted — — Exercised — — Forfeited or Expired (62 ) 8.82 Outstanding at December 31, 2016 112 $ 8.16 Granted 345 1.89 Exercised — — Forfeited or Expired (21 ) 7.06 Outstanding at December 31, 2017 436 $ 3.25 $ — Exercisable at December 31, 2017 86 $ 8.46 $ — |
Summary of Company's Restricted Share Activity | A summary of the Company’s restricted share activity is presented below: Shares Weighted Restricted nonvested at January 1, 2016 12 $ 12.42 Granted 20 1.89 Vested (12 ) 12.42 Forfeited or Expired — — Outstanding at December 31, 2016 20 $ 1.89 Granted 245 2.13 Vested (22 ) 1.88 Forfeited or Expired — — Nonvested at December 31, 2017 243 $ 2.16 |
Unconsolidated Joint Venture (T
Unconsolidated Joint Venture (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summarized Unaudited Financial Information for Unconsolidated Joint Venture | Summarized unaudited financial information for the unconsolidated joint venture is as follows: Twelve Months Ended 2017 2016 Statement of Operations: Total net revenue $ 219 $ 290 Total expenses 114 117 Net income $ 105 $ 173 Comstock Holding Companies, Inc. share of net income $ 53 $ 87 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision | The income tax provision consists of the following as of December 31: 2017 2016 Current: Federal $ — $ — State 24 37 24 37 Deferred: Federal 15,171 3,967 State 2,724 742 17,895 4,709 Valuation allowance (17,881 ) (4,691 ) Total income tax expense $ 38 $ 55 |
Components of Deferred Tax Assets and Liabilities | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Components of the Company’s deferred tax assets and liabilities at December 31, 2017 and 2016 are as follows: 2017 2016 Deferred tax assets: Inventory $ 834 $ 1,766 Warranty 67 113 Net operating loss and tax credit carryforwards 37,045 53,721 Accrued expenses 4 7 Stock based compensation 352 387 Investment in affiliates 48 — 38,350 55,994 Less—valuation allowance (38,328 ) (55,739 ) Net deferred tax assets 22 255 Deferred tax liabilities: Depreciation and amortization (21 ) (46 ) Investment in affiliates — (209 ) Goodwill amortization (15 ) — Net deferred tax liabilities (36 ) (255 ) Net deferred tax assets (liabilities) $ (14 ) $ — |
Reconciliation of Statutory and Effective Tax Rate After Adjustments for Non-Includable Partnership Income Arising from Non-Controlling Interest | A reconciliation of the statutory rate and the effective tax rate after adjustments for non-includable non-controlling 2017 2016 Federal statutory rate (35.00 %) (35.00 %) State income taxes—net of federal benefit (3.90 %) (3.90 %) Permanent differences (10.94 %) (12.87 %) Return to provision adjustments 5.18 % (18.16 %) Change in valuation allowance (417.08 %) 69.93 % Current state income tax 0.56 % 0.82 % Change in enacted rate 462.23 % 0.00 % Other, net (0.15 %) 0.00 % Effective tax rate 0.91 % 0.82 % |
Quarterly Results (unaudited) (
Quarterly Results (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results Financial Information | Quarterly results for the years ended December 31, 2017 and 2016 are as follows (in thousands, except per share amounts): Three months ended March 31, June 30, September 30, December 31, 2017 2017 2017 2017 Revenues $ 10,268 $ 10,520 $ 13,815 $ 10,827 Operating loss (684 ) (563 ) (1,193 ) (2,366 ) Loss before income tax expense (664 ) (535 ) (1,172 ) (2,369 ) Net loss (664 ) (535 ) (1,201 ) (2,378 ) Net income (loss) attributable to common stockholders 286 387 (1,510 ) (3,225 ) Basic income (loss) per share 0.09 0.12 (0.45 ) (0.98 ) Diluted income (loss) per share 0.08 0.11 (0.45 ) (0.98 ) Three months ended March 31, June 30, September 30, December 31, 2016 2016 2016 2016 Revenues $ 9,706 $ 9,978 $ 13,103 $ 8,793 Operating loss (1,271 ) (1,442 ) (854 ) (3,297 ) Loss before income tax expense (1,263 ) (1,429 ) (756 ) (3,259 ) Net loss (1,288 ) (1,461 ) (756 ) (3,257 ) Net loss attributable to common stockholders (1,724 ) (1,995 ) (1,046 ) (4,576 ) Basic loss per share (0.55 ) (0.60 ) (0.34 ) (1.38 ) Diluted loss per share (0.55 ) (0.60 ) (0.34 ) (1.38 ) |
Organization - Additional Infor
Organization - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Secured project related notes, maturing during the remainder of 2017 | $ 16,000 | |
Notes payable to affiliates | $ 14,893 | $ 15,866 |
Notes payable maturity | 2,018 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017USD ($)UnitSegmentInvestmentshares | Dec. 31, 2016USD ($)Investmentshares | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of investments accounted for using the equity Method | Investment | 1 | 1 | |
Restricted cash | $ 1,141,000 | $ 1,238,000 | |
Inventory, real estate, held-for-sale | $ 0 | 0 | |
Period for which warranty claims expected to arise | 1 year | ||
Period for which warranty claims expected to arise under statutorily period | 2 years | ||
Advertising costs | $ 568,000 | 586,000 | |
Stock-based compensation cost | 405,000 | 86,000 | |
Amount capitalized to real estate owned | $ 59,000 | $ 17,000 | |
Corporate federal income tax rate | 35.00% | 35.00% | |
Number of operating segments | Segment | 3 | ||
Multi-Family Segment [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Projects units minimum | Unit | 75 | ||
Projects units maximum | Unit | 200 | ||
Scenario, Plan [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Corporate federal income tax rate | 21.00% | ||
Warrants [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Shares considered anti-dilutive | shares | 763 | 851 | |
Stock Options [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Shares considered anti-dilutive | shares | 666 | 404 | |
Restricted Stock Awards [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Shares considered anti-dilutive | shares | 0 | 22 | |
Maximum [Member] | Equity Method Investee [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Investments owned partnerships and affiliate in percent | 50.00% | ||
Sales and Marketing [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Advertising costs | $ 560,000 | $ 542,000 | |
General and Administrative [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Advertising costs | 8,000 | 44,000 | |
General and Administrative Expenses and Cost of Sales [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Stock-based compensation cost | $ 346,000 | $ 69,000 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Summary of Interest Incurred, Capitalized and Expensed for Units Settled (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Real Estate Investment Property, at Cost [Abstract] | ||
Total interest incurred and capitalized | $ 4,223 | $ 3,227 |
Total real estate taxes incurred and capitalized | 354 | 240 |
Total interest and real estate taxes incurred and capitalized | 4,577 | 3,467 |
Interest expensed as a component of cost of sales | 2,604 | 1,833 |
Real estate taxes expensed as a component of cost of sales | 267 | 235 |
Interest and real estate taxes expensed as a component of cost of sales | $ 2,871 | $ 2,068 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Summary of Interest and Real Estate Taxes Expensed in Consolidated Statement of Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Real Estate Investment Property, at Cost [Abstract] | ||
Interest incurred and expensed from entity level borrowings | $ 876 | |
Interest incurred and expensed for inactive projects | $ 41 | 5 |
Real estate taxes incurred and expensed for inactive projects | 5 | |
Interest expense real estate taxes and indirect costs related to inactive projects attributable to discontinued operations | $ 41 | $ 886 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Fixed Assets are Carried at Cost Less Accumulated Depreciation (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets, useful life | 7 years |
Office Equipment And Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets, useful life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets, useful life | life of related lease |
Computer Equipment and Capitalized Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets, useful life | P3Y |
Capitalized Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets, useful life | P3Y |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Summary of Warranty Reserve Activity Included in Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Guarantees [Abstract] | ||
Balance at beginning of period | $ 287 | $ 312 |
Additions | 178 | 233 |
Releases and/or charges incurred | (207) | (258) |
Balance at end of period | $ 258 | $ 287 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Summary of Shares Included in Diluted Share Computation (Detail) shares in Thousands | 12 Months Ended |
Dec. 31, 2017shares | |
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] | |
Restricted stock awards | 83 |
Warrants | 11 |
Shares that have been included in diluted share computation | 94 |
Summary of Significant Accoun50
Summary of Significant Accounting Policies - Segment Reporting Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | ||||||||||
Gross revenue | $ 10,827 | $ 13,815 | $ 10,520 | $ 10,268 | $ 8,793 | $ 13,103 | $ 9,978 | $ 9,706 | $ 45,430 | $ 41,580 |
Gross profit | 2,546 | 2,917 | ||||||||
Net (loss) income | (2,378) | $ (1,201) | $ (535) | $ (664) | (3,257) | $ (756) | $ (1,461) | $ (1,288) | (4,778) | (6,762) |
Total assets | 51,158 | 59,821 | 51,158 | 59,821 | ||||||
Depreciation, amortization, and stock based compensation | 586 | 268 | ||||||||
Interest expense | 41 | 881 | ||||||||
Homebuilding [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Gross revenue | 43,399 | 40,696 | ||||||||
Gross profit | 2,814 | 2,460 | ||||||||
Net (loss) income | (4,348) | (7,219) | ||||||||
Total assets | 47,474 | 59,688 | 47,474 | 59,688 | ||||||
Depreciation, amortization, and stock based compensation | 409 | 258 | ||||||||
Interest expense | 881 | |||||||||
Real Estate Services [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Gross revenue | 2,031 | 884 | ||||||||
Gross profit | (268) | 457 | ||||||||
Net (loss) income | (430) | 457 | ||||||||
Total assets | $ 3,684 | $ 133 | 3,684 | 133 | ||||||
Depreciation, amortization, and stock based compensation | 177 | $ 10 | ||||||||
Interest expense | $ 41 |
Trade Receivables - Summary of
Trade Receivables - Summary of Trade Receivables (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts Receivable, Net, Current [Abstract] | ||
Trade | $ 432 | |
Due from Settlement Attorneys | $ 432 | |
Related parties | 145 | 132 |
Other | 59 | 49 |
Accounts receivable gross | 636 | 613 |
Less : allowance for doubtful accounts | 0 | 0 |
Accounts receivable net | $ 636 | $ 613 |
Real Estate Inventories - Addit
Real Estate Inventories - Additional Information (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($)Project | Dec. 31, 2016USD ($)Project | |
Real Estate Properties [Line Items] | ||
Number of projects classified as held for sale | Project | 0 | 0 |
Impairment (reversal) charges | $ 526 | $ 2,425 |
Washington D.C. [Member] | ||
Real Estate Properties [Line Items] | ||
Impairment (reversal) charges | $ 500 | 2,400 |
Settlement Agreement [Member] | Washington D.C. [Member] | ||
Real Estate Properties [Line Items] | ||
Portion of land purchase deposit refundable | $ 700 |
Real Estate Inventories - Summa
Real Estate Inventories - Summary of Real Estate Held for Development and Sale (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Real Estate Properties [Line Items] | ||
Real estate inventories | $ 44,711 | $ 49,842 |
Land and Land Development Costs [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate inventories | 24,304 | 33,355 |
Cost of Construction (Including Capitalized Interest and Real Estate Taxes) [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate inventories | $ 20,407 | $ 16,487 |
Fixed Assets, Net - Fixed Asset
Fixed Assets, Net - Fixed Assets are Carried at Cost Less Accumulated Depreciation (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Fixed assets, Gross | $ 1,033 | $ 801 |
Less : accumulated depreciation | (724) | (546) |
Fixed assets, Net, Total | 309 | 255 |
Computer Equipment and Capitalized Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, Gross | 731 | 704 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, Gross | 51 | 52 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, Gross | 209 | $ 45 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, Gross | $ 42 |
Fixed Assets, Net - Additional
Fixed Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 181 | $ 181 |
General and Administrative [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 178 | $ 181 |
Note Receivable - Additional In
Note Receivable - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2014 | |
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% | ||
Other assets, net [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Outstanding balance of note receivable | $ 66 | $ 103 | |
Other income, net [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Interest income | $ 5 | $ 7 |
Goodwill and Intangibles - Addi
Goodwill and Intangibles - Additional Information (Detail) $ in Millions | Jul. 17, 2017USD ($) |
Schedule Of Goodwill And Intangible Assets [Line Items] | |
Measurement period | 1 year |
JK Environmental Services LLC [Member] | |
Schedule Of Goodwill And Intangible Assets [Line Items] | |
Purchase price of business assets | $ 2.3 |
Goodwill And Intangibles - Summ
Goodwill And Intangibles - Summary of Purchase Price Allocation (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Jul. 17, 2017 |
ASSETS | ||
Net Working Capital | $ 141 | |
Net Fixed Assets | 180 | |
Intangible Assets | 268 | |
Goodwill | $ 1,702 | 1,702 |
Total Purchase Price | $ 2,291 |
Goodwill and Intangibles - Su59
Goodwill and Intangibles - Summary of Goodwill and Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Jul. 17, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 1,702 | $ 1,702 |
Intangibles | 268 | |
Goodwill and intagibles assets, gross | 1,970 | |
Less : accumulated amortization | (31) | |
Intangible assets, net | $ 1,939 |
Goodwill and Intangibles - Su60
Goodwill and Intangibles - Summary of Future Estimated Amortization Expense (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2,018 | $ 67 |
2,019 | 67 |
2,020 | 67 |
2,021 | 36 |
2022 and thereafter | 0 |
Total | $ 237 |
Other Assets - Summary of Other
Other Assets - Summary of Other Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid project costs | $ 989 | |
Deferred financing cost-line of credit | 1,286 | |
Bonds and escrow deposits | $ 380 | 221 |
Other | 905 | 846 |
Other assets, gross | 1,285 | 3,342 |
Other Assets, accumulated amortization | (669) | (1,230) |
Other assets | $ 616 | $ 2,112 |
Accounts Payable and Accrued 62
Accounts Payable and Accrued Liabilities - Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | |||
Trade and accrued payables | $ 8,279 | $ 6,925 | |
Warranty | 258 | 287 | $ 312 |
Customer deposits | 575 | 497 | |
Other | 4 | 12 | |
Accounts Payable and Accrued Liabilities | $ 9,116 | $ 7,721 |
Debt - Summary of Notes Payable
Debt - Summary of Notes Payable (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Secured-other | $ 1,069 | |
Net secured notes | 23,215 | $ 26,927 |
Unsecured financing, net of unamortized deferred financing charges of $55 and $121 | 1,285 | 911 |
Notes payable, unsecured, net of $2.0 and $2.1 million discount and unamortized deferred financing charges, respectively | 14,893 | 15,866 |
Total | 39,393 | 43,704 |
Construction Loans [Member] | Construction Revolvers [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, gross | 7,337 | 6,429 |
Net secured notes | 7,300 | 6,400 |
Development and Acquisition Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, gross | 11,584 | 16,278 |
Net secured notes | 11,600 | 16,300 |
Mezzanine Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, gross | 1,244 | 1,424 |
Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, gross | 2,131 | 2,929 |
Net secured notes | 2,100 | 2,900 |
Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, gross | 23,365 | 27,060 |
Deferred financing charges, net of amortization | $ (150) | $ (133) |
Debt - Summary of Notes Payab64
Debt - Summary of Notes Payable (Parenthetical) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Unsecured Note [Member] | ||
Debt Instrument [Line Items] | ||
Discount and deferred financing charges, net of amortization | $ 55 | $ 121 |
Notes Payable To Related Party [Member] | ||
Debt Instrument [Line Items] | ||
Discount and deferred financing charges, net of amortization | $ 2,000 | $ 2,100 |
Debt - Maturities of Borrowings
Debt - Maturities of Borrowings (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
2,018 | $ 33,510 | |
2,019 | 4,080 | |
2,020 | 124 | |
2,021 | 0 | |
2022 and thereafter | 1,679 | |
Total | $ 39,393 | $ 43,704 |
Debt - Additional Information (
Debt - Additional Information (Detail) | May 18, 2018 | Apr. 16, 2018 | Jan. 15, 2018 | Dec. 31, 2017USD ($)SecurityLoan | Dec. 29, 2015USD ($) | Oct. 17, 2014USD ($) | Dec. 31, 2017USD ($)Promissory_Notes | Dec. 31, 2016USD ($) | Mar. 31, 2018USD ($) | Dec. 18, 2014USD ($) |
Line of Credit Facility [Line Items] | ||||||||||
Outstanding secured debt | $ 23,215,000 | $ 23,215,000 | $ 26,927,000 | |||||||
Outstanding borrowings for loan | 14,893,000 | $ 14,893,000 | $ 15,866,000 | |||||||
Unsecured Seller-financed Promissory Note [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate for period | 4.56% | |||||||||
Debt instrument, gross | $ 700,000 | $ 700,000 | ||||||||
Number of unsecured seller-financed promissory notes outstanding | Promissory_Notes | 2 | |||||||||
Comstock Development Services [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Credit facility outstanding | $ 10,000,000 | |||||||||
Other Purchasers [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Credit facility outstanding | 6,200,000 | |||||||||
Comstock Growth Fund [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate | 11.90% | 11.90% | 10.40% | |||||||
Interest payments | $ 1,500,000 | $ 1,600,000 | ||||||||
Commercial Paper One [Member] | Unsecured Seller-financed Promissory Note [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate | 9.50% | 9.50% | ||||||||
Debt instrument, gross | $ 100,000 | $ 100,000 | ||||||||
Debt instrument maturity date | Feb. 27, 2020 | |||||||||
Commercial Paper One [Member] | Prime Rate [Member] | Unsecured Seller-financed Promissory Note [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt instrument spread variable rate | 5.00% | |||||||||
Commercial Paper Two [Member] | Unsecured Seller-financed Promissory Note [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt instrument, gross | 600,000 | $ 600,000 | ||||||||
Debt instrument maturity date | Jul. 17, 2022 | |||||||||
Commercial Paper Two [Member] | LIBOR Rate [Member] | Unsecured Seller-financed Promissory Note [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt instrument spread variable rate | 3.00% | |||||||||
Notes Payable, Other Payables [Member] | Comstock Growth Fund II, L.C. [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum borrowing capacity | $ 10,000,000 | |||||||||
Credit facility outstanding | $ 5,000,000 | |||||||||
Debt instrument, term | 2 years | |||||||||
Outstanding borrowings for loan | 3,600,000 | $ 3,600,000 | 3,300,000 | |||||||
Line of credit facility additional extension period | 1 year | |||||||||
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 | |||||||||
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 | |||||||||
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% | |||||||||
Principal payments to CGF | $ 1,500,000 | 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% | |||||||||
Construction Loans [Member] | Subsequent Events [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt instrument maturity date | Apr. 16, 2018 | Jan. 15, 2018 | ||||||||
Construction Loans [Member] | Construction Revolvers [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum borrowing capacity | 24,800,000 | 24,800,000 | 26,600,000 | |||||||
Unused construction loan commitments | $ 17,500,000 | $ 17,500,000 | $ 20,200,000 | |||||||
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% | 4.60% | |||||||
Outstanding secured debt | $ 7,300,000 | $ 7,300,000 | $ 6,400,000 | |||||||
Maturity range, start date | 2018-01 | |||||||||
Maturity range, end date | 2019-02 | |||||||||
Credit facility outstanding | 5,200,000 | $ 5,200,000 | ||||||||
Debt instrument, gross | 7,337,000 | 7,337,000 | 6,429,000 | |||||||
Construction Loans [Member] | Construction Revolvers [Member] | Due December 2017 [Member] | Subsequent Events [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Outstanding secured debt | $ 7,400,000 | |||||||||
Development and Acquisition Notes [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum borrowing capacity | 28,500,000 | 28,500,000 | 27,800,000 | |||||||
Outstanding secured debt | 11,600,000 | $ 11,600,000 | 16,300,000 | |||||||
Maturity range, start date | 2018-01 | |||||||||
Maturity range, end date | 2019-03 | |||||||||
Debt instrument, gross | $ 11,584,000 | $ 11,584,000 | 16,278,000 | |||||||
Development and Acquisition Notes [Member] | Subsequent Events [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt instrument maturity date | Mar. 15, 2018 | |||||||||
Development and Acquisition Notes [Member] | Minimum [Member] | LIBOR and Prime Rate Pricing Options [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate floor | 7.10% | 7.10% | ||||||||
Development and Acquisition Notes [Member] | Maximum [Member] | LIBOR and Prime Rate Pricing Options [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate floor | 5.20% | 5.20% | ||||||||
Second and Third Mezzanine Notes [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Outstanding secured debt | $ 1,200,000 | $ 1,200,000 | 1,400,000 | |||||||
Credit facility outstanding | $ 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% | |||||||||
Line of Credit [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum borrowing capacity | $ 3,000,000 | $ 3,000,000 | 3,000,000 | |||||||
Outstanding secured debt | $ 2,100,000 | $ 2,100,000 | $ 2,900,000 | |||||||
Interest rate floor | 5.00% | 5.00% | ||||||||
Interest rate for period | 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 is used to finance the predevelopment related expenses and deposits for current and future projects. This line of credit bears a variable interest rate tied to one-month LIBOR plus 3.25% per annum, with an interest rate floor of 5.0%. | |||||||||
Line of credit maturity date | Jun. 30, 2018 | |||||||||
Debt instrument, gross | $ 2,131,000 | $ 2,131,000 | $ 2,929,000 | |||||||
Line of Credit [Member] | LIBOR Rate [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt instrument spread variable rate | 3.25% | |||||||||
Unsecured Note [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt instrument, interest rate description | LIBOR plus 2.2% | |||||||||
Interest rate | 3.60% | 3.60% | 2.90% | |||||||
Debt instrument, gross | $ 600,000 | $ 600,000 | $ 1,000,000 | |||||||
Debt instrument maturity date | Dec. 28, 2018 | |||||||||
Debt instrument, term | 10 years | |||||||||
Unsecured Note [Member] | LIBOR Rate [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt instrument spread variable rate | 2.20% | |||||||||
Unsecured Notes Payable To Affiliate [Member] | Comstock Growth Fund [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Outstanding borrowings for loan | $ 11,300,000 | $ 11,300,000 | $ 12,600,000 | |||||||
Secured Other [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Number of secured loan | SecurityLoan | 1 | |||||||||
Debt instrument, gross | $ 1,100,000 | $ 1,100,000 | ||||||||
Fixed interest rate | 6.00% | 6.00% | ||||||||
Debt instrument maturity date | Oct. 17, 2022 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Other Commitments [Line Items] | ||
Outstanding letter of credit, amount | $ 1,100,000 | $ 1,100,000 |
Amounts drawn against outstanding letters of credit or performance bond | 0 | 0 |
Restricted Escrow Deposits | 1,000,000 | 800,000 |
Performance Bonds [Member] | ||
Other Commitments [Line Items] | ||
Outstanding performance and payment of bonds | $ 4,000,000 | $ 4,200,000 |
Fair Value Disclosures - Summar
Fair Value Disclosures - Summary of Carrying Amount and Fair Value of Fixed and Floating Rate Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Debt instrument outstanding balance | $ 39,393 | $ 43,704 |
Unobservable Inputs (Level 3 Inputs) [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Debt instrument outstanding balance | 39,393 | 43,704 |
Fair value | $ 38,899 | $ 44,986 |
Fair Value Disclosures - Additi
Fair Value Disclosures - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Impairment charges | $ 526 | $ 2,425 |
Impairment charges and recovery, net | (526) | (1,703) |
Washington D.C. [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Impairment charges | $ 500 | 2,400 |
Impairment charges and recovery, net | $ 700 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Total employee contributions | $ 35 | $ 56 |
Vesting period | 6 years | |
Maximum [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Gross employee contribution | 100.00% | |
Each participant's gross salary | 4.00% | |
Minimum [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Gross employee contribution | 50.00% | |
Each participant's gross salary | 3.00% |
Restricted Stock, Stock Optio71
Restricted Stock, Stock Options and Other Stock Plans - Additional Information (Detail) - USD ($) $ in Millions | Dec. 14, 2004 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average remaining contractual term of unexercised stock options | 8 years 6 months | 4 years 9 months 18 days | ||
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted by the company | 0 | |||
Class A [Member] | November 2014 New Share Repurchase Program [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Remaining common stock available for repurchase under share repurchase program | 404,000 | 404,000 | ||
2004 Long-Term Compensation Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Long-term compensation plan stock option expiration period | 10 years | |||
Unrecognized compensation cost related to stock issuances | $ 0.6 | $ 0.1 | ||
2004 Long-Term Compensation Plan [Member] | Class A [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized increase in number of shares | 1,000,000 | |||
Shares issued | 107 | |||
Description of additional shares authorized for issuance under long-term compensation plan | The Plan provided an initial authorization of 0.4 million shares of Class A common stock for issuance and allows an automatic annual increase equal to the lesser of (i) 3% of the Class A common stock outstanding (ii) 107 shares or (iii) such lesser amount as may be determined by the Company’s board of directors. | |||
Shares available for issuance under long-term compensation plan | 400,000 | 300,000 | ||
Percentage of additional shares authorized issuable under long-term compensation plan | 3.00% | |||
Minimum [Member] | 2004 Long-Term Compensation Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Long-term compensation plan vesting period | 1 year | |||
Maximum [Member] | Class A [Member] | November 2014 New Share Repurchase Program [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
New share repurchase program, shares authorized to repurchase | 429,000 | |||
Maximum [Member] | 2004 Long-Term Compensation Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Long-term compensation plan vesting period | 5 years |
Restricted Stock, Stock Optio72
Restricted Stock, Stock Options and Other Stock Plans - Summary of Assumptions Used to Calculate Fair Value of Options (Detail) | 12 Months Ended |
Dec. 31, 2017$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Weighted average fair value of options granted | $ 1.20 |
Dividend yields | 0.00% |
Expected volatility, minimum | 70.60% |
Expected volatility, maximum | 79.40% |
Weighted average expected volatility | 72.73% |
Risk free interest rates | 2.15% |
Weighted average expected term (in years) | 6 years 2 months 30 days |
Restricted Stock, Stock Optio73
Restricted Stock, Stock Options and Other Stock Plans - Summary Information about Stock Option Activity (Detail) - 2004 Long-Term Compensation Plan [Member] - Stock Options [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning balance, Shares | 112 | 174 |
Granted, Shares | 345 | |
Exercised, Shares | 0 | 0 |
Forfeited or Expired, Shares | (21) | (62) |
Ending balance, Shares | 436 | 112 |
Exercisable, Shares | 86 | |
Weighted Average Exercise Price, Beginning balance | $ 8.16 | $ 8.39 |
Weighted Average Exercise Price, Granted | 1.89 | |
Weighted Average Exercise Price, Exercised | 0 | 0 |
Weighted Average Exercise Price, Forfeited or Expired | 7.06 | 8.82 |
Weighted Average Exercise Price, Ending balance | 3.25 | $ 8.16 |
Weighted Average Exercise Price, Exercisable | $ 8.46 |
Restricted Stock, Stock Optio74
Restricted Stock, Stock Options and Other Stock Plans - Summary of Company's Restricted Share Activity (Detail) - Restricted Stock Awards [Member] - 2004 Long-Term Compensation Plan [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted shares, Beginning balance | 20 | 12 |
Restricted shares, Granted | 245 | 20 |
Restricted shares, Vested | (22) | (12) |
Restricted shares, Forfeited or Expired | 0 | 0 |
Restricted shares, Ending balance | 243 | 20 |
Weighted Average Grant Date Fair Value, Beginning balance | $ 1.89 | $ 12.42 |
Weighted Average Grant Date Fair Value, Granted | 2.13 | 1.89 |
Weighted Average Grant Date Fair Value, Vested | 1.88 | 12.42 |
Weighted Average Grant Date Fair Value, Forfeited or Expired | 0 | 0 |
Weighted Average Grant Date Fair Value, Ending balance | $ 2.16 | $ 1.89 |
Consolidation of Variable Int75
Consolidation of Variable Interest Entities - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |||||||
Oct. 31, 2017USD ($)shares | Jan. 31, 2017USD ($) | Aug. 31, 2016USD ($)shares | Jun. 30, 2015USD ($) | Dec. 31, 2013USD ($)Townhomesshares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Oct. 31, 2016USD ($) | Aug. 23, 2012Unit | |
Variable Interest Entity [Line Items] | |||||||||
Distribution to non-controlling interests | $ 6,432,000 | $ 4,938,000 | |||||||
Warrants issued | shares | 50,000 | ||||||||
Total liabilities of VIEs | 15,900,000 | 18,500,000 | |||||||
Total assets of VIEs | 30,600,000 | 38,100,000 | |||||||
New Hampshire Avenue, LLC [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Number of projects | Unit | 111 | ||||||||
Distribution to non-controlling interests | 0 | 1,900,000 | |||||||
Comstock Investors VIII, L.C [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Distribution to non-controlling interests | 3,100,000 | ||||||||
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] | Class B [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Distribution to non-controlling interests | $ 1,900,000 | ||||||||
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] | |||||||||
Cumulative, compounded, preferred return rate | 20.00% | ||||||||
Percentage of cumulative cash on cash return | 20.00% | ||||||||
Preferred distribution | 0 | ||||||||
Payments to acquire remaining equity interest | $ 3,500,000 | ||||||||
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 | ||||||||
Comstock Investors X, L.C. [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Distribution to non-controlling interests | $ 1,000,000 | $ 0 | |||||||
Cumulative, compounded, preferred return rate | 6.00% | ||||||||
Aggregate capital raise | 19,500,000 | ||||||||
Additional capital raised | 5,000,000 | ||||||||
Aggregate fair value | $ 258,000 | ||||||||
Comstock Investors X, L.C. [Member] | Class A [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Number of warrants issued | shares | 150 | ||||||||
Aggregate fair value of warrants for investors | $ 258,000 | ||||||||
Comstock Investors X, L.C. [Member] | Private Placement [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Aggregate capital raise | $ 14,500,000 | ||||||||
Comstock Investors X, L.C. [Member] | Subsidiaries [Member] | Private Placement [Member] | Class B [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Initial aggregate principal amount up to capital raise | $ 5,000,000 | ||||||||
Comstock Development Services LC [Member] | Private Placement [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Aggregate capital raise | $ 9,500,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 22, 2017 | Dec. 29, 2015 | May 12, 2015 | Oct. 17, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 18, 2014 |
Related Party Transaction [Line Items] | |||||||
Future minimum lease payments | $ 200,000 | ||||||
Trade receivables | 145,000 | $ 132,000 | |||||
Outstanding borrowings | 14,893,000 | 15,866,000 | |||||
Gains on extinguishment of Series B preferred stock and issuance of Series C preferred stock | $ 1,011 | ||||||
Comstock Asset Management, L.C. [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Total rental payments made under lease agreement | 200,000 | 300,000 | |||||
Rent expense | $ 200,000 | $ 300,000 | |||||
Comstock Development Services [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Credit facility outstanding | $ 10,000,000 | ||||||
Other Purchasers [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Credit facility outstanding | 6,200,000 | ||||||
Stonehenge [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Original principal amount | $ 4,500,000 | ||||||
Principal amount outstanding plus all accrued but unpaid interest | $ 3,900,000 | ||||||
Series B Preferred Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Preferred stock par value | $ 0.01 | $ 0.01 | |||||
Paid-in-kind dividends on preferred stock, number of shares | 15,663 | 69,639 | |||||
Paid-in-kind dividends on preferred stock, liquidation value | $ 78,000 | $ 348,000 | |||||
Shares exchanged pursuant to agreement, converted | 858,210 | ||||||
Series B Preferred Stock [Member] | Stonehenge [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% | ||||||
Series C Preferred Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Preferred stock par value | $ 0.01 | $ 0.01 | |||||
Shares exchanged pursuant to agreement, issued | 772,210 | ||||||
Par value per share | $ 0.01 | ||||||
Stated value per share | $ 5 | ||||||
Class A [Member] | Comstock Growth Fund [Member] | Private Placement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 226,857 | ||||||
Trade Receivables [Member] | Comstock Asset Management, L.C. [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Trade receivables | $ 145,000 | $ 132,000 | |||||
Services and out of Pocket Expenses Incurred [Member] | Revenue Other [Member] | Comstock Asset Management, L.C. [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Services and out-of-pocket expenses incurred | 1,100,000 | 900,000 | |||||
Notes Payable, Other Payables [Member] | Comstock Growth Fund [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
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 | ||||||
Credit facility outstanding | $ 16,200,000 | ||||||
Debt instrument, term | 3 years | ||||||
Debt instrument, interest rate description | LIBOR | ||||||
Loan annual principal repayment, percentage | 10.00% | ||||||
Notes Payable, Other Payables [Member] | Comstock Growth Fund II, L.C. [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Credit facility outstanding | $ 5,000,000 | ||||||
Maximum borrowing amount | $ 10,000,000 | ||||||
Debt instrument, term | 2 years | ||||||
Debt instrument, floor interest rate | 10.00% | ||||||
Line of credit facility additional extension period | 1 year | ||||||
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 | ||||||
Outstanding borrowings | $ 3,600,000 | 3,300,000 | |||||
Comstock Growth Fund II, L.C. [Member] | Comstock Growth Fund II, L.C. [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% | ||||||
Line of credit facility additional extension period | 1 year | ||||||
Line of credit facility extension fees | $ 10,000,000 | ||||||
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. | ||||||
Outstanding borrowings | $ 3,600,000 | $ 3,300,000 | |||||
LIBOR Rate [Member] | Notes Payable, Other Payables [Member] | Comstock Growth Fund [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument, spread variable rate | 9.75% | ||||||
Floor Rate [Member] | Notes Payable, Other Payables [Member] | Minimum [Member] | Comstock Growth Fund [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument, floor interest rate | 10.00% |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2017 | Dec. 31, 2017 | Aug. 31, 2016 | |
Comstock Investors X, L.C. [Member] | |||
Class of Stock [Line Items] | |||
Additional capital raised | $ 5,000 | ||
Class A [Member] | BridgeCom [Member] | |||
Class of Stock [Line Items] | |||
Warrant exercise date | Jul. 12, 2021 | ||
Warrant exercise price | $ 7.21 | ||
Class A [Member] | Comstock Investors VII, L.C [Member] | |||
Class of Stock [Line Items] | |||
Initial investment amount | $ 250 | ||
Warrant exercise date | Mar. 14, 2023 | ||
Trading days preceding the issuance of warrant | 20 days | ||
Class A [Member] | Comstock Investors VIII, L.C [Member] | |||
Class of Stock [Line Items] | |||
Initial investment amount | $ 250 | ||
Warrant exercise date | Dec. 12, 2023 | ||
Trading days preceding the issuance of warrant | 20 days | ||
Class A [Member] | Comstock Investors X, L.C. [Member] | |||
Class of Stock [Line Items] | |||
Common stock and warrants exercisable | 50 | 150 | 150 |
Warrant exercise date | Oct. 16, 2027 | Aug. 15, 2026 | |
Trading days preceding the issuance of warrant | 20 days | ||
Class A [Member] | Minimum [Member] | Comstock Growth Fund [Member] | |||
Class of Stock [Line Items] | |||
Warrant exercise price | $ 4.91 | ||
Class A [Member] | Minimum [Member] | Comstock Growth Fund [Member] | Affiliates and Insiders [Member] | |||
Class of Stock [Line Items] | |||
Warrant exercise price | $ 7.30 | ||
Class A [Member] | Maximum [Member] | BridgeCom [Member] | |||
Class of Stock [Line Items] | |||
Common stock and warrants exercisable | 143 | ||
Class A [Member] | Maximum [Member] | Comstock Growth Fund [Member] | |||
Class of Stock [Line Items] | |||
Common stock and warrants exercisable | 76 | ||
Warrant exercise period from date of issuance | 10 years | ||
Warrant exercise price | $ 7.63 | ||
Class A [Member] | Maximum [Member] | Comstock Growth Fund [Member] | Affiliates and Insiders [Member] | |||
Class of Stock [Line Items] | |||
Warrant exercise price | $ 7.63 | ||
Class A [Member] | Maximum [Member] | Comstock Investors VII, L.C [Member] | |||
Class of Stock [Line Items] | |||
Common stock and warrants exercisable | 16 | ||
Class A [Member] | Maximum [Member] | Comstock Investors VIII, L.C [Member] | |||
Class of Stock [Line Items] | |||
Common stock and warrants exercisable | 15 |
Unconsolidated Joint Venture -
Unconsolidated Joint Venture - Additional Information (Detail) - Title Insurance Joint Venture [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||
Earnings from the unconsolidated joint venture | $ 53 | $ 87 |
Collected total distributions from joint venture | 83 | 102 |
Other assets, net [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Investment in unconsolidated joint venture | $ 27 | $ 54 |
Unconsolidated Joint Venture 79
Unconsolidated Joint Venture - Summarized Unaudited Financial Information for Unconsolidated Joint Venture (Detail) - Title Insurance Joint Venture [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Operations: | ||
Total net revenue | $ 219 | $ 290 |
Total expenses | 114 | 117 |
Net income | 105 | 173 |
Comstock Holding Companies, Inc. share of net income | $ 53 | $ 87 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Examination [Line Items] | |||
Income tax expense (benefit) | $ 38,000 | $ 55,000 | |
Effective tax rate | 0.91% | 0.82% | |
Corporate federal income tax rate | 35.00% | 35.00% | |
Decrease in net deferred tax assets | $ 20,000,000 | ||
Federal and state Net Operating Losses | $ 144,000,000 | ||
Year of expiration of net operating loss carryforward expiration year | 2,027 | ||
Specified time period for ownership change | 3 years | ||
Accruals related to uncertainties tax positions | $ 0 | $ 0 | |
Scenario, Plan [Member] | |||
Income Tax Examination [Line Items] | |||
Corporate federal income tax rate | 21.00% | ||
Minimum [Member] | |||
Income Tax Examination [Line Items] | |||
Percentage of ownership change | 50.00% | ||
Percentage of change in ownership of shareholders | 1.00% | ||
Tax year remain subject to examination | 2,014 | ||
Maximum [Member] | |||
Income Tax Examination [Line Items] | |||
Percentage of change in ownership of shareholders | 5.00% | ||
Tax year remain subject to examination | 2,016 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 24 | 37 |
Current Income Tax Expense Total | 24 | 37 |
Deferred: | ||
Federal | 15,171 | 3,967 |
State | 2,724 | 742 |
Deferred Income Tax Expense Total | 17,895 | 4,709 |
Valuation allowance | (17,881) | (4,691) |
Total income tax expense | $ 38 | $ 55 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Inventory | $ 834 | $ 1,766 |
Warranty | 67 | 113 |
Net operating loss and tax credit carryforwards | 37,045 | 53,721 |
Accrued expenses | 4 | 7 |
Stock based compensation | 352 | 387 |
Investment in affiliates | 48 | |
Deferred tax assets gross | 38,350 | 55,994 |
Less-valuation allowance | (38,328) | (55,739) |
Net deferred tax assets | 22 | 255 |
Deferred tax liabilities: | ||
Depreciation and amortization | (21) | (46) |
Investment in affiliates | (209) | |
Goodwill amortization | (15) | |
Net deferred tax liabilities | (36) | $ (255) |
Net deferred tax assets (liabilities) | $ (14) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory and Effective Tax Rate After Adjustments for Non-Includable Partnership Income Arising from Non-Controlling Interest (Detail) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | (35.00%) | (35.00%) |
State income taxes-net of federal benefit | (3.90%) | (3.90%) |
Permanent differences | (10.94%) | (12.87%) |
Return to provision adjustments | 5.18% | (18.16%) |
Change in valuation allowance | (417.08%) | 69.93% |
Current state income tax | 0.56% | 0.82% |
Change in enacted rate | 462.23% | 0.00% |
Other, net | (0.15%) | 0.00% |
Effective tax rate | 0.91% | 0.82% |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Detail) - USD ($) | Mar. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | |||
Gains on extinguishment of Series B preferred stock and issuance of Series C preferred stock | $ 1,011 | ||
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Paid-in-kind dividends on preferred stock, number of shares | 15,663 | 69,639 | |
Paid-in-kind dividends on preferred stock, liquidation value | $ 78,000 | $ 348,000 | |
Shares exchanged pursuant to agreement, converted | 858,210 | ||
Series C Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Shares exchanged pursuant to agreement, issued | 772,210 | ||
Par value per share | $ 0.01 | ||
Stated value per share | $ 5 |
Quarterly Results (unaudited) -
Quarterly Results (unaudited) - Quarterly Results Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Revenues | $ 10,827 | $ 13,815 | $ 10,520 | $ 10,268 | $ 8,793 | $ 13,103 | $ 9,978 | $ 9,706 | $ 45,430 | $ 41,580 |
Operating loss | (2,366) | (1,193) | (563) | (684) | (3,297) | (854) | (1,442) | (1,271) | (4,806) | (6,864) |
Loss before income tax expense | (2,369) | (1,172) | (535) | (664) | (3,259) | (756) | (1,429) | (1,263) | (4,740) | (6,707) |
Net (loss) income | (2,378) | (1,201) | (535) | (664) | (3,257) | (756) | (1,461) | (1,288) | (4,778) | (6,762) |
Net income (loss) attributable to common stockholders | $ (3,225) | $ (1,510) | $ 387 | $ 286 | $ (4,576) | $ (1,046) | $ (1,995) | $ (1,724) | $ (5,025) | $ (8,993) |
Basic income (loss) per share | $ (0.98) | $ (0.45) | $ 0.12 | $ 0.09 | $ (1.38) | $ (0.34) | $ (0.60) | $ (0.55) | $ (1.21) | $ (2.81) |
Diluted income (loss) per share | $ (0.98) | $ (0.45) | $ 0.11 | $ 0.08 | $ (1.38) | $ (0.34) | $ (0.60) | $ (0.55) | $ (1.21) | $ (2.81) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands | May 18, 2018 | Apr. 16, 2018 | Jan. 15, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | |||||
Outstanding principal and interest, net of discounts | $ 39,393 | $ 43,704 | |||
Comstock Asset Management, L.C. [Member] | |||||
Subsequent Event [Line Items] | |||||
Fixed annual payment | 1,000,000 | ||||
Construction Loans [Member] | Subsequent Events [Member] | |||||
Subsequent Event [Line Items] | |||||
Loan maturity date | Apr. 16, 2018 | Jan. 15, 2018 | |||
Debt instrument extended maturity date | Apr. 16, 2019 | Jan. 19, 2019 | |||
Construction Loans [Member] | Construction Revolvers [Member] | |||||
Subsequent Event [Line Items] | |||||
Credit facility outstanding | 5,200 | ||||
Construction Loans [Member] | Credit Facility [Member] | |||||
Subsequent Event [Line Items] | |||||
Outstanding principal and interest, net of discounts | 11,300 | ||||
Development and Acquisition Notes [Member] | Subsequent Events [Member] | |||||
Subsequent Event [Line Items] | |||||
Loan maturity date | Mar. 15, 2018 | ||||
Debt instrument extended maturity date | Jun. 15, 2018 | ||||
Development and Acquisition Notes [Member] | Credit Facility [Member] | |||||
Subsequent Event [Line Items] | |||||
Credit facility outstanding | $ 2,200 |