Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 16, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CHCI | |
Entity Registrant Name | Comstock Holding Companies, Inc. | |
Entity Central Index Key | 1,299,969 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,674,461 | |
Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 220,250 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||
Cash and cash equivalents | $ 987 | $ 1,806 |
Restricted cash | 1,212 | 1,141 |
Trade receivables | 634 | 491 |
Trade receivables - related party | 3,976 | 145 |
Real estate inventories | 43,010 | 44,711 |
Fixed assets, net | 299 | 309 |
Goodwill and intangibles | 1,922 | 1,939 |
Other assets, net | 1,258 | 616 |
TOTAL ASSETS | 53,298 | 51,158 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable and accrued liabilities | 8,486 | 9,116 |
Deferred revenue | 3,192 | 0 |
Notes payable - secured by real estate inventories, net of deferred financing charges | 22,890 | 23,215 |
Notes payable - due to affiliates, unsecured, net of discount and deferred financing charges | 15,346 | 14,893 |
Notes payable - unsecured, net of deferred financing charges | 1,220 | 1,285 |
Income taxes payable | 45 | 39 |
TOTAL LIABILITIES | 51,179 | 48,548 |
Commitments and contingencies (Note 13) | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Additional paid-in capital | 177,747 | 177,612 |
Accumulated deficit | (190,526) | (189,803) |
TOTAL COMSTOCK HOLDING COMPANIES, INC. DEFICIT | (14,963) | (14,376) |
Non-controlling interests | 17,082 | 16,986 |
TOTAL EQUITY | 2,119 | 2,610 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 53,298 | 51,158 |
Series C Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock | 442 | 442 |
Class A [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock | 34 | 33 |
Treasury stock, at cost (85,570 shares Class A common stock) | (2,662) | (2,662) |
Class B [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock | $ 2 | $ 2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
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 | 579,158 |
Preferred Stock, liquidation value | $ 2,896 | $ 2,896 |
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 | 3,374,461 | 3,295,518 |
Common stock, shares outstanding | 3,374,461 | 3,295,518 |
Treasury stock, shares | 85,570 | 85,570 |
Class B [Member] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 220,250 | 220,250 |
Common stock, shares issued | 220,250 | 220,250 |
Common stock, shares outstanding | 220,250 | 220,250 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues | ||
Revenue-homebuilding | $ 5,561 | $ 10,064 |
Revenue-asset management | 2,791 | 0 |
Revenue-real estate services | 447 | 204 |
Total revenue | 8,799 | 10,268 |
Expenses | ||
Cost of sales-homebuilding | 5,495 | 9,101 |
Cost of sales-asset management | 2,541 | 0 |
Cost of sales-real estate services | 177 | 224 |
Impairment charges | 558 | 0 |
Sales and marketing | 219 | 381 |
General and administrative | 360 | 1,246 |
Interest and real estate taxes | 85 | 0 |
Operating loss | (636) | (684) |
Other income, net | 14 | 20 |
Loss before income tax expense | (622) | (664) |
Income tax expense | (6) | 0 |
Net loss | (628) | (664) |
Net income (loss) attributable to non-controlling interests | 95 | (17) |
Net loss attributable to Comstock Holding Companies, Inc. | (723) | (647) |
Paid-in-kind dividends on Series B Preferred Stock | 0 | 78 |
Extinguishment of Series B Preferred Stock | 0 | (1,011) |
Net (loss) income attributable to common stockholders | $ (723) | $ 286 |
Basic net (loss) income per share | $ (0.21) | $ 0.09 |
Diluted net (loss) income per share | $ (0.21) | $ 0.08 |
Basic weighted average shares outstanding | 3,448 | 3,343 |
Diluted weighted average shares outstanding | 3,448 | 3,373 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (628) | $ (664) |
Adjustment to reconcile net loss to net cash (used in) provided by operating activities | ||
Amortization of loan discount, loan commitment and deferred financing fees | 150 | 210 |
Depreciation expense | 57 | 37 |
Earnings from unconsolidated joint venture, net of distributions | 4 | 18 |
Stock compensation | 86 | 32 |
Impairment charges | 558 | 0 |
Changes in operating assets and liabilities: | ||
Trade receivables | (5,216) | 469 |
Real estate inventories | 1,157 | 524 |
Other assets | (655) | 550 |
Accrued interest | 592 | 253 |
Accounts payable and accrued liabilities | 3,840 | (754) |
Income taxes payable | 6 | 0 |
Net cash (used in) provided by operating activities | (49) | 675 |
Cash flows from investing activities: | ||
Purchase of fixed assets | (46) | (1) |
Principal received on note receivable | 9 | 9 |
Net cash (used in) provided by investing activities | (37) | 8 |
Cash flows from financing activities: | ||
Proceeds from notes payable | 2,853 | 5,499 |
Payments on notes payable | (3,458) | (5,981) |
Loan financing costs | (57) | (71) |
Distributions to non-controlling interests | 0 | (1,908) |
Net cash used in financing activities | (662) | (2,461) |
Net decrease in cash, restricted cash, and cash equivalents | (748) | (1,778) |
Cash, restricted cash, and cash equivalents, beginning of period | 2,947 | 6,999 |
Cash, restricted cash, and cash equivalents, end of period | 2,199 | 5,221 |
Supplemental cash flow information: | ||
Interest paid, net of interest capitalized | 605 | 243 |
Supplemental disclosure for non-cash activity: | ||
Seller's note payable | 0 | 115 |
Accrued liability settled through issuance of stock | 0 | 32 |
Increase in Series B preferred stock value in connection with dividends paid in-kind | 0 | 24 |
Extinguishment of Series B Preferred Stock | $ 0 | $ 1,011 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. ORGANIZATION AND BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of Comstock Holding Companies, Inc. and subsidiaries (“Comstock” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X. 10-K 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 on-balance 10-Q The Company’s Class A common stock is traded on the NASDAQ Capital Market under the symbol “CHCI” and has no public trading history prior to December 17, 2004. Throughout this quarterly report on Form 10-Q, For the three months ended March 31, 2018 and 2017, comprehensive loss equaled net loss; therefore, a separate statement of comprehensive loss is not included in the accompanying consolidated financial statements. Liquidity and Capital Resources The Company requires capital to operate, manage assets, provide real estate services, develop land, construct homes, and fund carrying costs and overhead. These expenditures include payroll, engineering, entitlement, utilities and interest as well as the construction costs of our projects. Its sources of capital include fees generated from various asset management agreements, 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 fees generated from service agreements and the sale and delivery of constructed homes, and the potential sale of public debt and equity securities. The Company is involved in ongoing discussions with lenders and equity sources in an effort to provide additional growth capital to fund various new business opportunities. The Company has outstanding borrowings with various financial institutions and other lenders that have been used to finance the acquisition of new service business opportunities, as well as acquisition, development and construction of real estate projects. It has generally financed its development and construction activities on a single or multiple project basis so it is not uncommon for each of our projects or collection of our projects to have a separate credit facility. Accordingly, the Company typically has had numerous credit facilities and lenders. As of March 31, 2018, $29.4 million of the Company’s outstanding credit facilities and project related loans mature at various periods through the end of 2018. Active discussions are taking place with our lenders to seek long term extensions and modifications to these loans. These debt instruments impose certain restrictions on our operations, including speculative unit construction limitations, curtailment obligations, and financial covenant compliance. If the Company fails to comply with any of these restrictions, an event of default could occur. Additionally, events of default could occur if we fail to make required debt service payments or if we fail to come to agreement on an extension on a certain facility prior to a given loan’s maturity date. Any event of default would likely render the obligations under these instruments due and payable as of that event. Any such event of default would allow certain of our lenders to exercise cross default provisions in our loan agreements with them, such that all debt with that institution could be called into default. Refer to Note 12 – Debt Subsequent Events At March 31, 2018, $15.3 million of the Company’s 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. See Note 18 – Related Party Transactions Recent Developments Our business strategy to transition to a full-service asset manager and real estate services company involves the initial integration of our existing homebuilding operating platform with the commercial development operating platform of the Chief Executive Officer’s private company and thereafter to grow our assets under management and expand our service based relationships. To anchor our new business focus, on March 30, 2018, the Company entered into an initial Master Asset Management Agreement (“AMA”) effective January 2, 2018, through its CAM subsidiary, with Comstock Development Services, LC (“CDS”), an entity wholly owned by the Chief Executive Officer of the Company. Under the AMA, CDS will pay CAM an annual cost-plus fee in an aggregate amount equal to the sum of (i) the employment expenses of personnel dedicated to providing services to CDS’ private portfolio pursuant to the AMA, (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 (the “Annual Fee”). In connection with the execution of the AMA, CDS paid CAM a deposit in the aggregate amount of $2,500,000 pursuant to the Agreement that will be credited against the Annual Fee to be paid to CAM in accordance with the Agreement. The initial term of the Agreement will terminate on December 31, 2022 (“Initial Term”). The Agreement will automatically renew for successive additional one-year non-renewal Entering into the initial AMA is part of the Company’s strategic plan to transform its business model from for-sale Use of Estimates Our consolidated financial statements have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts for the reporting periods. We base these estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. We evaluate these estimates and judgements on an ongoing basis. Actual results may differ from those estimates under different assumptions or conditions. 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. Recently Adopted Accounting Standards 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 Revenue In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments 2016-15”). 2016-15 Statement of Cash Flows 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash 2016-18”). 2016-18 Statement of Cash Flows 2016-15 2016-18 In January 2017, the FASB issued ASU 2017-01, “Business ASU 2017-01 is ASU 2017-01 will ASU 2017-01 did In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock ASU 2017-09 is ASU 2017-09 did Recently Issued Accounting Standards In March 2018, the FASB issued ASU 2018-05, ASU 2018-05 to In January 2017, the FASB issued ASU 2017-04, 2017-04 In February 2016, the FASB issued ASU 2016-02, “Leases”. The core and a right-of-use asset representing 2016-02 We assessed other accounting pronouncements issued or effective during the three months ended March 31, 2018 and deemed they were not applicable to us and are not anticipated to have a material effect on our consolidated financial statements. |
Trade Receivables
Trade Receivables | 3 Months Ended |
Mar. 31, 2018 | |
Text Block [Abstract] | |
Trade Receivables | 2. TRADE RECEIVABLES Trade receivables include amounts due from real estate services, asset management, commercial development, home sales transactions and amounts due from related parties with whom we have service arrangements. March 31, December 31, 2018 2017 Trade $ 332 $ 432 Due from settlement attorneys 120 — Other 182 59 634 491 Less : allowance for doubtful accounts — — $ 634 $ 491 |
Real Estate Inventories
Real Estate Inventories | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate [Abstract] | |
Real Estate Inventories | 3. REAL ESTATE INVENTORIES After impairments and write-offs, real estate held for development and sale consists of the following: March 31, December 31, 2018 2017 Land and land development costs $ 22,407 $ 24,304 Cost of construction (including capitalized interest and real estate taxes) 20,603 20,407 $ 43,010 $ 44,711 During the three months ended March 31, 2018, as a result of our impairment analysis, the Company wrote off $0.6 million of feasibility, site securing, predevelopment, design, carry costs and related costs for one of its communities in the Washington, D.C. metropolitan area due to unsuccessful negotiations and market conditions. There were no impairment charges recorded during the three months ended March 31, 2017. |
Note Receivable
Note Receivable | 3 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Note Receivable | 4. NOTE RECEIVABLE The Company originated a note receivable to a third party in the amount of $180 in September 2014. This note has a maturity date of September 2, 2019 and is payable in monthly installments of principal and interest. This note bears a fixed interest rate of 6% per annum. As of March 31, 2018, and December 31, 2017, the outstanding balance of the note was $57 and $66, respectively, and is included within ‘Other assets’ in the accompanying consolidated balance sheets. The interest income of $1 for the three months ended March 31, 2018 and 2017, is included in ‘Other income, net’ in the consolidated statements of operations. |
Goodwill & Intangibles
Goodwill & Intangibles | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill & Intangibles | 5. GOODWILL & 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. Goodwill represents the excess of the acquisition 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. March 31, December 31, 2018 2017 Goodwill $ 1,702 $ 1,702 Intangibles 268 268 1,970 1,970 Less : accumulated amortization (48 ) (31 ) $ 1,922 $ 1,939 As of March 31, 2018, the future estimated amortization expense related to these intangible assets was: Amortization Expense 2018 $ 50 2019 67 2020 67 2021 36 2022 and thereafter — Total $ 220 |
Other Assets
Other Assets | 3 Months Ended |
Mar. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | 6. OTHER ASSETS Other assets consist of the following: March 31, December 31, 2018 2017 Bonds and escrow deposits $ 628 $ 380 Prepaid insurance 496 486 Other 289 419 1,413 1,285 Less : accumulated amortization (155 ) (669 ) $ 1,258 $ 616 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consist of the following: March 31, December 31, 2018 2017 Trade and accrued payables $ 7,409 $ 8,279 Warranty 227 258 Customer deposits 850 575 Other — 4 $ 8,486 $ 9,116 |
Contract Assets and Contract Li
Contract Assets and Contract Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Text Block [Abstract] | |
Contract Assets and Contract Liabilities | 8. CONTRACT ASSETS AND CONTRACT LIABILITIES Contract assets consist of unbilled receivables, net, which represent the balance of recoverable costs and accrued profit, comprised principally of revenue recognized on contracts for which billings have not been presented to the customer. Progress payment balances in excess of revenue recognized, as well as advance payments received from customers, are classified as deferred contract liabilities on the consolidated balance sheet in the financial statement line item titled “Deferred revenue.” Homebuilding purchase deposits are classified as deferred contract liabilities on the consolidated balance sheet in the financial statement line item titled “Accounts payable and accrued liabilities.” Contract assets and liabilities consisted of the following: March 31, December 31, Contract Assets: Accounts Receivable Asset Management $ 3,976 $ — Real Estate Services 332 432 Total Contract Assets $ 4,308 $ 432 Contract Liabilities: Customer Deposits and Deferred Revenue Homebuilding - Customer deposits $ 850 $ 575 Asset Management - Deferred revenue 3,192 — Total Contract Liabilities $ 4,042 $ 575 The increases of Accounts Receivable - Asset Management and Deferred Revenue – Asset Management relate to the AMA executed on March 30, 2018 and effective January 2, 2018. See Note 18 – Related Party Transactions The Company’s other contract liabilities, that consist of deposits received from customers (“Customer deposits”) on homes not settled, were $0.9 million and $0.6 million as of March 31, 2018 and December 31, 2017, respectively. During the first quarter of 2018, the Company recognized in revenue approximately $0.1 million of the customer deposits held as of December 31, 2017. Refer to Note 2 – Trade Receivables – Note Receivable Accounts Payable and Accrued Liabilities |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 9 . REVENUE The Company’s revenues consist primarily of 1) buildout of the remaining projects under the homebuilding platform, 2) recurring fees earned under the AMA, and 3) real estate management and consulting services. All of the Company’s revenue streams are U.S. based and substantially all are accounted for as short-term contracts. As such, the performance obligations required to complete contracts have an expected duration of less than one year. As a result, the Company does not disclose the value of unsatisfied performance obligations for contracts in accordance with the optional exemptions related to the disclosure of transaction price allocation under ASC 606. Additionally, incremental costs of obtaining a contract are recognized as an expense when incurred because the amortization period of the asset would have been recognized in one year or less. See Note 22 - Segment Disclosures The following series of tables presents the Company’s sales from contracts with customers disaggregated by categories which best represents how the nature, amount and timing and uncertainty of sales are affected by economic factors. Three Months Ended March 31, 2018 2017 Revenue by customer Individual customers $ 5,561 $ 10,064 Related party 2,791 204 Commercial 447 — Total Revenue by customer $ 8,799 $ 10,268 Revenue by contract type Fixed-price $ 5,561 $ 10,064 Cost-plus 2,791 204 Time and Material 447 — Total Revenue by contract type $ 8,799 $ 10,268 Revenue and related profits or losses from homebuilding contracts: the sale of residential properties and units, finished lots and land sales is recognized when closing has occurred, full payment has been received by the Company or its settlement attorney, title and possession of the property has transferred to the buyer and we have no significant continuing involvement in the property. These contracts meet the criteria for recognizing revenue at a point in time, when control of the home has been passed to the customer at settlement, cash has been received by the Company or its settlement attorney, and the title of ownership is transferred to the home buyer. Under the recently executed AMA and the Company’s real estate services contracts, performance obligations are satisfied over time. For performance obligations satisfied over time, the objective is to measure progress in a manner which depicts the performance of transferring control to the customer. As such, the company recognizes revenue over time using the percentage of completion cost-to-cost revenue recognition model, which includes cost-plus and fixed-prices contracts, as this depicts when control of the promised goods and/or services are transferred to the customer. Sales are recognized as the ratio of actual costs of work performed to the estimated costs at completion of the performance obligation (cost-to-cost). Other revenue earned from management, consulting and administrative support services provided, which may or may not be covered by a formal contract, are generally time and material based. Revenue from these contracts is recognized as the services are provided. |
Warranty Reserve
Warranty Reserve | 3 Months Ended |
Mar. 31, 2018 | |
Guarantees and Product Warranties [Abstract] | |
Warranty Reserve | 10. 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 The following table is a summary of warranty reserve activity which is included in ‘Accounts payable and accrued liabilities’ within the consolidated balance sheets: March 31, December 31, 2018 2017 Balance at beginning of period $ 258 $ 287 Additions 16 178 Releases and/or charges incurred (47 ) (207 ) Balance at end of period $ 227 $ 258 |
Capitalized Interest and Real E
Capitalized Interest and Real Estate Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Text Block [Abstract] | |
Capitalized Interest and Real Estate Taxes | 11. CAPITALIZED INTEREST AND REAL ESTATE TAXES Interest and real estate taxes incurred relating to the development of lots and parcels are capitalized to real estate inventories during the active development period, which generally commences when borrowings are used to acquire real estate assets and ends when the properties are substantially complete or the property becomes inactive. A project becomes inactive when development and construction activities have been suspended indefinitely. Interest is capitalized based on the interest rate applicable to specific borrowings or the weighted average of the rates applicable to other borrowings during the period. Interest and real estate taxes capitalized to real estate inventories are expensed as a component of cost of sales as related units are sold. The following table is a summary of interest and real estate taxes incurred and capitalized and interest and real estate taxes expensed for units settled: Three Months Ended March 31, 2018 2017 Interest incurred and capitalized $ 896 $ 1,026 Real estate taxes incurred and capitalized 66 40 Total interest and real estate taxes incurred and capitalized $ 962 $ 1,066 Interest expensed as a component of cost of sales $ 518 $ 451 Real estate taxes expensed as a component of cost of sales 48 60 Interest and real estate taxes expensed as a component of cost of sales $ 566 $ 511 The amount of interest from entity level borrowings that are capitalized in accordance with Accounting Standards Codification (“ASC”) 835 is dependent upon the average accumulated expenditures that exceed project specific borrowings. For the three months ended March 31, 2018, the Company expensed $24 of interest from entity level borrowings. The Company did not expense any interest from entity level borrowings for the three months ended March 31, 2017. Additionally, when a project becomes inactive or is not a qualifying entity, its interest, real estate taxes and indirect production overhead costs are no longer capitalized but rather expensed in the period they are incurred. For the three months ended March 31, 2018, the Company expensed $61 of interest and real estate taxes. The Company did not expense any interest and real estate taxes for inactive projects for the three months ended March 31, 2017. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | 12. DEBT Notes payable consisted of the following: March 31, December 31, 2018 2017 Construction revolvers $ 5,682 $ 7,237 Development and acquisition notes 10,719 9,533 Mezzanine notes 3,300 3,253 Line of credit 2,128 2,123 Secured - other 1,061 1,069 Total secured notes 22,890 23,215 Unsecured financing, net of unamortized deferred financing charges of $39 and $55 1,220 1,285 Notes payable due to affiliates, unsecured, net of $1.9 million and $2.0 million discount and unamortized deferred financing charges, respectively 15,346 14,893 Total notes payable $ 39,456 $ 39,393 As of March 31, 2018, maturities and/or curtailment obligations of all borrowings are as follows: 2018 $ 29,391 2019 8,266 2020 128 2021 — 2022 and thereafter 1,671 Total $ 39,456 As of March 31, 2018, the Company had $29.4 million of its credit facilities and project related loans scheduled to mature during the remainder of 2018. As of May 16, 2018, the Company has successfully extended or repaid all obligations with lenders through May 16, 2018, and it is actively engaging its lenders seeking long term extensions and modifications to the loans where necessary. See Note 23 – Subsequent Events Construction, development and mezzanine debt – secured The Company enters into secured acquisition and development loan agreements from time to time to purchase and develop land parcels. In addition, the Company enters into secured construction loan agreements for the construction of its real estate inventories. The loans are repaid with proceeds from home closings based upon a specific release price, as defined in each respective loan agreement. As of March 31, 2018, and December 31, 2017, the Company had secured construction revolving credit facilities with a maximum loan commitment of $24.8 million and $24.7 million, respectively. The Company may borrow under these facilities to fund its home building activities. The amount the Company may borrow is subject to applicable borrowing base provisions and the number of units under construction, which may also limit the amount available or outstanding under the facilities. The facilities are secured by deeds of trust on the real property and improvements thereon, and the borrowings are repaid with the net proceeds from the closings of homes sold, subject to a minimum release price. As of March 31, 2018, and December 31, 2017, the Company had approximately $19.1 million and $17.5 million, respectively, of unused construction loan commitments. The Company had $5.7 million and $7.2 million of outstanding construction borrowings as of March 31, 2018 and December 31, 2017, 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 March 31, 2018 and December 31, 2017, the weighted average interest rate on the Company’s outstanding construction revolving facilities was 4.8% and 4.6% per annum, respectively. The construction credit facilities have maturity dates ranging from May 2018 to April 2019, including extensions subject to the Company meeting certain conditions. As of March 31, 2018, and December 31, 2017, the Company had approximately $26.5 million of aggregate acquisition and development maximum loan commitments of which $10.7 million and $9.5 million, respectively, were outstanding. These loans have maturity dates ranging from May 2018 to June 2019, including extensions subject to certain conditions, and bear interest at a rate based on LIBOR and prime rate pricing options, with interest rate floors ranging from 4.5% to 12.0% per annum. As of March 31, 2018 and December 31, 2017, the weighted average interest rate was 6.3% and 7.1% per annum, respectively. As of March 31, 2018, the Company had a 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 $1.3 million of principal and accrued interest was outstanding at March 31, 2018 and December 31, 2017. This financing carries an annual interest rate of 12%, of which 6% is paid monthly 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. As of March 31, 2018, the Company also had a mezzanine loan that is being used to finance the development of finished lots at its Richmond Station project located in Prince William County, Virginia. The maximum principal commitment amount of this loan is $2.0 million, of which $2.0 million of principal and accrued interest was outstanding at March 31, 2018 and December 31, 2017, respectively. This financing carries an annual interest rate of 12% annually. This financing has a maturity date of September 30, 2018, and is guaranteed by the Company and our Chief Executive Officer. Line of credit – secured At March 31, 2018 and December 31, 2017, the Company utilized a secured revolving line of credit with a maximum capacity of $3.0 million, of which $2.1 million was outstanding at March 31, 2018 and December 31, 2017. This line of credit is secured by the first priority security interest in the Company’s wholly owned subsidiaries’ in the Washington, D.C. metropolitan area and guaranteed by our Chief Executive Officer. The Company uses this line of credit to finance the predevelopment related expenses and deposits for current and future projects and bears a variable interest rate tied to a one-month Other – secured As of March 31, 2018 and December 31, 2017, the Company had one secured loan related to JK Environmental, LLC (“JK”). The loan was used to finance the acquisition of JK, and carries a fixed interest rate of 6.0%, with a maturity date of October 17, 2022. At March 31, 2018 and December 31, 2017, this financing had an outstanding balance of $1.0 million and $1.1 million, respectively. This financing is secured by the assets of JK and is guaranteed by our Chief Executive Officer. Unsecured financing As of March 31, 2018, and December 31, 2017, the Company had $0.5 million and $0.6 million, respectively, in outstanding balances under a 10-year As of March 31, 2018, and 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%. At March 31, 2018 and December 31, 2017, the interest rate was 9.75% and 9.5%, respectively. This financing has a maturity date of February 27, 2020, and is guaranteed by our Chief Executive Officer. The second note has an outstanding balance of $0.6 million as of March 31, 2018 and December 21, 2017. This financing carries an annual interest rate of LIBOR plus 3% and has a maturity date of July 17, 2022. At March 31, 2018 and December 31, 207, the interest rate was 4.88% and 4.56%, respectively. Notes payable to affiliate – unsecured Comstock Growth Fund On October 17, 2014, CGF entered into a subscription agreement with CDS, pursuant to which CDS purchased membership interests in CGF for a principal amount of $10.0 million (the “CGF Private Placement”). Other investors who subsequently purchased interests in the CGF Private Placement included members of the Company’s management and board of directors and other third party accredited investors for an additional principal amount of $6.2 million. On October 17, 2014, the Company entered into an unsecured promissory note with CGF whereby CGF made a loan to the Company in the initial principal amount of $10.0 million and a maximum amount available for borrowing of up to $20.0 million with a three-year term. On December 18, 2014, the loan agreement was amended and restated to provide for a maximum capacity of $25 million. The loan bears interest at a floating rate based on the 30-day Subsequent Events 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 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. COMMITMENTS AND CONTINGENCIES Litigation Currently, we are not subject to any material legal proceedings. From time to time, however, we are named as a defendant in legal actions arising from our normal business activities. Although we cannot accurately predict the amount of our liability, if any, that could arise with respect to legal actions pending against us; we do not expect that any such liability will have a material adverse effect on our financial position, operating results and cash flows. We believe that we have obtained adequate insurance coverage, rights to indemnification, or where appropriate, have established appropriate reserves in connection with any such legal proceedings. Letters of credit, performance bonds and compensating balances The Company has commitments as a result of contracts with certain third parties, primarily local governmental authorities, to meet certain performance criteria outlined in such contracts. The Company is required to issue letters of credit and performance bonds to these third parties as a way of ensuring that the commitments entered into are met. These letters of credit and performance bonds issued in favor of the Company and/or its subsidiaries mature on a revolving basis, and if called into default, would be deemed material if assessed against the Company and/or its subsidiaries for the full amounts claimed. In some circumstances, we have negotiated with our lenders in connection with foreclosure agreements for the lender to assume certain liabilities with respect to the letters of credit and performance bonds. We cannot accurately predict the amount of any liability that could be imposed upon the Company with respect to maturing or defaulted letters of credit or performance bonds. At March 31, 2018, and 2017, the Company had $1.1 million in outstanding letters of credit. At March 31, 2018, and 2017, the Company had $4.5 million and $4.2 million in outstanding performance bonds, respectively. No amounts have been drawn against the outstanding letters of credit or performance bonds. We are required to maintain compensating balances in escrow accounts as collateral for certain letters of credit, which are funded upon settlement and release of units. The cash contained within these escrow accounts is subject to withdrawal and usage restrictions. As of March 31, 2018, and December 31, 2017, we had approximately $1.0 million in these escrow accounts, which are included in ‘Restricted cash’ in the accompanying consolidated balance sheets. |
Fair Value Disclosures
Fair Value Disclosures | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 14. FAIR VALUE DISCLOSURES The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, 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 market rates (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 carrying amount and the corresponding fair value of fixed and floating rate debt. March 31, December 31, 2018 2017 Carrying amount $ 39,456 $ 39,393 Fair value $ 38,731 $ 38,899 Fair value estimates are made at a specific point in time, based on relevant market information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The Company may also value its non-financial non-recurring During the three months ended March 31, 2018, as a result of our impairment analysis, the Company wrote off $0.6 million of feasibility, site securing, predevelopment, design, carry costs and related costs for one of its communities in the Washington, D.C. metropolitan area due to unsuccessful negotiations and market conditions. There were no impairment charges recorded during the three months ended March 31, 2017. |
Restricted Stock, Stock Options
Restricted Stock, Stock Options and Other Stock Plans | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Restricted Stock, Stock Options and Other Stock Plans | 15. RESTRICTED STOCK, STOCK OPTIONS AND OTHER STOCK PLANS The Company did not issue restricted stock awards during the three months ended March 31, 2018. During the three months ended March 31, 2017, the Company issued 157,000 stock options and 245,000 restricted stock awards to employees. Stock-based compensation expense associated with restricted stock and stock options is recognized based on the grant date fair value of the award over its vesting period. For the three months ended March 31, 2018, total stock based compensation expense was $100, of which $86 was charged to expenses within ‘Cost of sales-asset management’ and ‘Cost of sales-real estate services’ in the consolidated statement of operations, and $14 was capitalized to ‘Real estate inventories’. For the three months ended March 31, 2017, total stock based compensation expense was $37, of which $32 was charged to expenses within ‘General and administrative’ and ‘Cost of sales-real estate services’ in the consolidated statement of operations, and $5 was capitalized to ‘Real estate inventories’. Under net settlement procedures currently applicable to our outstanding restricted stock awards for employees, upon each settlement date and election by the employees, restricted stock awards are withheld to cover the required withholding tax, which is based on the value of the restricted stock award on the settlement date as determined by the closing price of our Class A common stock on the trading day immediately preceding the applicable settlement date. The remaining amounts are delivered to the recipient as shares of our Class A common stock. As of March 31, 2018, the weighted-average remaining contractual term of unexercised stock options was 8 years. As of March 31, 2018, and December 31, 2017, there was $0.5 million and $0.6 million, respectively, of unrecognized compensation cost related to stock grants. The Company intends to issue new shares of its common stock upon vesting of restricted stock grants or the exercise of stock options. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 16. LOSS PER SHARE The weighted average shares and share equivalents used to calculate basic and diluted earnings (loss) per share for the three months ended March 31, 2018, and 2017, are presented in the accompanying consolidated statements of operations. Restricted stock awards, stock options and warrants are included in the diluted earnings (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 the net loss attributable to common stockholders for the three months ended March 31, 2018, approximately 46 restricted stock awards were excluded in the computation of dilutive earnings per share. As a result of the net income attributable to common stockholders for the three months ended March 31, 2017, approximately 5 restricted stock awards and 25 warrants were included in the computation of dilutive earnings per share. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | 17. VARIABLE INTEREST ENTITIES Consolidated Real Estate Inventories Included within the Company’s real estate inventories at March 31, 2018 and December 31, 2017 are several projects that are determined to be variable interest entities (“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. Because of the Company’s majority voting rights and complete operational control of these entities, the Company determined that it was the primary beneficiary of these VIEs. 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 14,573 warrants for the purchase of shares of the Company’s Class A common stock to the non-affiliated third-party 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. No distributions were made during the three months ended March 31, 2018 and 2017. 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 150,000 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 $81. 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. No distributions were made during the three months ended March 31, 2018 and 2017. At March 31, 2018 and December 31, 2017, the distributions and contributions for the VIEs discussed above are included within the ‘Non-controlling At March 31, 2018 and December 31, 2017, total assets of these VIEs were approximately $28.0 million and $30.6 million, respectively, and total liabilities were approximately $14.9 million and $15.9 million, respectively. The classification of these assets is primarily within ‘Real estate inventories’ and the classification of liabilities are primarily within ‘Accounts payable and accrued liabilities’ and ‘Notes payable – secured by real estate inventories’ in the accompanying consolidated balance sheets. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 18. RELATED PARTY TRANSACTIONS The Company leases its corporate headquarters from an affiliated entity that is wholly-owned by our Chief Executive Officer. Future minimum lease payments under this lease, which expires in 2018, is $0.1 million. For the three months ended March 31, 2018 and 2017, total payments made under this lease agreement were $53 and $52, 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 our Chief Executive Officer, to provide services related to real estate development and improvements, including legal, accounting, marketing, information technology and other additional support services. For the three months ended March 31, 2018 and 2017, the Company billed Comstock Asset Management, L.C. $0 and $203, respectively, for services and out-of-pocket On October 17, 2014, Comstock Growth Fund (“CGF”), an administrative entity managed by the Company, entered into a subscription agreement with Comstock Development Services, LC (“CDS”), an entity wholly-owned by our Chief Executive Officer, pursuant to which CDS purchased membership interests in CGF for a principal amount of $10 million. Other purchasers who purchased 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 (the “CGF Private Placement”). Simultaneously, on October 17, 2014, the Company entered into an unsecured promissory note with CGF whereby CGF made a loan to the Company in the initial principal amount of $10 million and a maximum capacity of up to $20 million. On December 18, 2014, the loan agreement was amended and restated to provide for a maximum capacity of $25 million. All of the other terms of the unsecured promissory note remained the same. The Company borrowed an additional principal loan amount of $6.2 million under the amended and restated CGF promissory note bringing the total aggregate principal amount borrowed to $16.2 million. The CGF loan has a three year term carrying a floating interest rate of LIBOR plus 9.75% with a 10% floor. The loan requires an annual principal repayment in the amount of 10% of the average outstanding balance and a monthly interest payment that will be made in arrears. See Note 12 – Debt 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 On December 29, 2015, Comstock Growth Fund II, L.C. (“CGF II”), an administrative entity managed by the Company was created for the purpose of extending loans to the Company. CGF II entered into a subscription agreement with CDS pursuant to which CDS purchased membership interests in CGF II for an initial aggregate principal amount of $5.0 million (the “CGF II Private Placement”). Also 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 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 772,210 shares of the Company’s Series B Preferred Stock for 772,210 shares of the Company’s newly created Series C Non-Convertible re-acquisition paid-in-kind, 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. During the three months ended March 31, 2018, the Company invoiced $6.0 million, of which $2.5 million represents a deposit on the Agreement, to an entity wholly owned by our Chief Executive Officer. Additionally, the Company received payments of $0.8 million, and recorded revenue of $2.8 million during the three months ended March 31, 2018, which is included in ‘Revenue-asset management’ in the consolidated statement of operations. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2018 | |
Text Block [Abstract] | |
Warrants | 19. WARRANTS As part of the Comstock VII Private Placement discussed in Note 17 – Variable Interest Entities In addition, as part of the Comstock VIII Private Placement discussed in Note 17, 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 14,573 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 have expiration dates ranging from December 12, 2023 and December 17, 2023 and may be exercised at any time prior to those dates. Also, as part of the Comstock X Private Placement discussed in Note 17, 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 150,000 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 50,000 warrants to purchase the Company’s Class A common stock were issued. These warrants have the same terms and provisions as the original 150,000 warrants issued in August 2016. These warrants may be exercised any time prior to October 13, 2027. As discussed in Note 18 – Related Party Transactions In connection with entering into the SunBridge (“SunBridge”) 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 142,857 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 March 31, 2018. |
Unconsolidated Joint Venture
Unconsolidated Joint Venture | 3 Months Ended |
Mar. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Unconsolidated Joint Venture | 20. UNCONSOLIDATED JOINT VENTURE The Company accounts for its interest in its title insurance joint venture using the equity method of accounting and periodically adjusts the carrying value for its proportionate share of earnings, losses and distributions. The carrying value of the investment is included within ‘Other assets’ in the accompanying consolidated balance sheets and our proportionate share of the earnings from the investment are included in ‘Other income, net’ in the accompanying consolidated statements of operations for the periods presented. Our share of the earnings for the three months ended March 31, 2018 and 2017 are $14 and $18, respectively. During the three months ended March 31, 2018 and 2017 the Company collected total distributions of $10 and $36, respectively, as a return on investment. Summarized financial information for the unconsolidated joint venture is as follows: Three Months Ended March 31, 2018 2017 Statement of Operations: Total net revenue $ 58 $ 66 Total expenses 30 30 Net income $ 28 $ 36 Comstock Holding Companies, Inc. share of net income $ 14 $ 18 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 21. INCOME TAXES For the three months ended March 31, 2018, the Company recognized income tax expense of $6, and the effective tax rate is (0.94)%. The Company did not recognize any income tax expense for the three months ended March 31, 2017. The Company currently has approximately $143 million in federal and state Net Operating Losses (“NOL”s). 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 March 31, 2018, 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 March 31, 2018, because the Company has recorded a full valuation allowance on substantially all of its net deferred tax assets. The Company has not recorded any accruals related to uncertain tax positions as of March 31, 2018 and 2017. 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. |
Segment Disclosures
Segment Disclosures | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Disclosures | 22. SEGMENT DISCLOSURES During 2017 we operated our business through three segments: Homebuilding, Multi-family, and Real Estate Services. We focused on the Washington, D.C. market. In 2018, we revised our business strategy and have transitioned our business operations to three main operating segments focused in the mid-Atlantic In our Asset Management segment, we focus on providing management services to a wide range of real estate assets and businesses that include a variety of commercial real estate uses, including apartments, hotels, office buildings, commercial garages, leased lands, retail stores, mixed-use In our Real Estate Services segment, our experienced real estate services based management team provides a wide range of real estate services in the areas of strategic corporate planning, capital markets, brokerage services, and environmental and design based services. Our environmental services group provides consulting, environmental studies, remediation services and provide site specific solutions for any project that may have an environmental impact, from environmental due diligence to site-specific assessments and remediation. This business line not only allows us to generate positive fee income from our highly qualified personnel but also serves as a potential catalyst for joint venture and acquisition opportunities. In our Homebuilding segment, we will continue to develop, construct, and build out the Company’s existing homebuilding projects and winding down of this on balance sheet business segment being largely accomplished by the last quarter of 2018 or the first quarter of 2019. We anticipate residual land development activities and finished lot sales to regional or national homebuilders continuing beyond 2019 and the Company may engage in homebuilding activities from time to time if self-performance of our residual lot pipeline is deemed the best financial alternative. Any future homebuilding activities is expected to be provided off balance sheet on an asset management basis. The Asset Management and Homebuilding segments operate solely within the Company’s Washington, D.C. area reportable geographic area. The Real Estate Services segment operates in the Washington, D.C, New Jersey, and Pennsylvania geographic area. The following table includes the Company’s three reportable segments of Asset Management, Real Estate Services, and Homebuilding for the three months ended March 31, 2018 and 2017. Asset Real Estate Homebuilding Management Services Total Three Months Ended March 31, 2018 Gross revenue $ 5,561 $ 2,791 $ 447 $ 8,799 Gross profit 66 250 270 586 Net (loss) income (681 ) 250 (197 ) (628 ) Depreciation and amortization — — 37 37 Interest expense 61 — 24 85 Total assets 46,409 3,976 2,913 53,298 Three Months Ended March 31, 2017 Gross revenue $ 10,064 $ — $ 204 $ 10,268 Gross profit (loss) 963 — (20 ) 943 Net loss (644 ) — (20 ) (664 ) Depreciation and amortization 65 — 9 74 Interest expense — — — — Total assets 56,317 — 79 56,396 The Company allocates sales, marketing and general and administrative expenses to the individual segments based upon specifically allocable costs. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 23. SUBSEQUENT EVENTS On April 16, 2018, the Company extended its notes payable with Comstock Growth Fund I. The maturity date of the note was extended to April 16, 2019; and the Company has a unilateral option to extend for an additional 12 months upon payment of an extension fee of 0.5% of the outstanding balance. The interest rate of the extended note was revised to 3.89% of the outstanding balance, payable monthly in arrears, and the issuance of 300 thousand shares of Class A Common Stock to Comstock Growth Fund I on the date of extension. As of March 31, 2018, the Company had $11.7 million of principal and interest, net of discounts, outstanding under the credit facility. |
Organization and Basis of Pre29
Organization and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Capital Resources | Liquidity and Capital Resources The Company requires capital to operate, manage assets, provide real estate services, develop land, construct homes, and fund carrying costs and overhead. These expenditures include payroll, engineering, entitlement, utilities and interest as well as the construction costs of our projects. Its sources of capital include fees generated from various asset management agreements, 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 fees generated from service agreements and the sale and delivery of constructed homes, and the potential sale of public debt and equity securities. The Company is involved in ongoing discussions with lenders and equity sources in an effort to provide additional growth capital to fund various new business opportunities. The Company has outstanding borrowings with various financial institutions and other lenders that have been used to finance the acquisition of new service business opportunities, as well as acquisition, development and construction of real estate projects. It has generally financed its development and construction activities on a single or multiple project basis so it is not uncommon for each of our projects or collection of our projects to have a separate credit facility. Accordingly, the Company typically has had numerous credit facilities and lenders. As of March 31, 2018, $29.4 million of the Company’s outstanding credit facilities and project related loans mature at various periods through the end of 2018. Active discussions are taking place with our lenders to seek long term extensions and modifications to these loans. These debt instruments impose certain restrictions on our operations, including speculative unit construction limitations, curtailment obligations, and financial covenant compliance. If the Company fails to comply with any of these restrictions, an event of default could occur. Additionally, events of default could occur if we fail to make required debt service payments or if we fail to come to agreement on an extension on a certain facility prior to a given loan’s maturity date. Any event of default would likely render the obligations under these instruments due and payable as of that event. Any such event of default would allow certain of our lenders to exercise cross default provisions in our loan agreements with them, such that all debt with that institution could be called into default. Refer to Note 12 – Debt Subsequent Events At March 31, 2018, $15.3 million of the Company’s 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. See Note 18 – Related Party Transactions |
Recent Developments | Recent Developments Our business strategy to transition to a full-service asset manager and real estate services company involves the initial integration of our existing homebuilding operating platform with the commercial development operating platform of the Chief Executive Officer’s private company and thereafter to grow our assets under management and expand our service based relationships. To anchor our new business focus, on March 30, 2018, the Company entered into an initial Master Asset Management Agreement (“AMA”) effective January 2, 2018, through its CAM subsidiary, with Comstock Development Services, LC (“CDS”), an entity wholly owned by the Chief Executive Officer of the Company. Under the AMA, CDS will pay CAM an annual cost-plus fee in an aggregate amount equal to the sum of (i) the employment expenses of personnel dedicated to providing services to CDS’ private portfolio pursuant to the AMA, (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 (the “Annual Fee”). In connection with the execution of the AMA, CDS paid CAM a deposit in the aggregate amount of $2,500,000 pursuant to the Agreement that will be credited against the Annual Fee to be paid to CAM in accordance with the Agreement. The initial term of the Agreement will terminate on December 31, 2022 (“Initial Term”). The Agreement will automatically renew for successive additional one-year non-renewal Entering into the initial AMA is part of the Company’s strategic plan to transform its business model from for-sale |
Use of Estimates | Use of Estimates Our consolidated financial statements have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts for the reporting periods. We base these estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. We evaluate these estimates and judgements on an ongoing basis. Actual results may differ from those estimates under different assumptions or conditions. 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. |
Recently Issued Accounting Standards | Recently Adopted Accounting Standards 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 Revenue In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments 2016-15”). 2016-15 Statement of Cash Flows 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash 2016-18”). 2016-18 Statement of Cash Flows 2016-15 2016-18 In January 2017, the FASB issued ASU 2017-01, “Business ASU 2017-01 is ASU 2017-01 will ASU 2017-01 did In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock ASU 2017-09 is ASU 2017-09 did Recently Issued Accounting Standards In March 2018, the FASB issued ASU 2018-05, ASU 2018-05 to In January 2017, the FASB issued ASU 2017-04, 2017-04 In February 2016, the FASB issued ASU 2016-02, “Leases”. The core and a right-of-use asset representing 2016-02 We assessed other accounting pronouncements issued or effective during the three months ended March 31, 2018 and deemed they were not applicable to us and are not anticipated to have a material effect on our consolidated financial statements. |
Trade Receivables (Tables)
Trade Receivables (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Text Block [Abstract] | |
Summary of Trade Receivables | Trade receivables include amounts due from real estate services, asset management, commercial development, home sales transactions and amounts due from related parties with whom we have service arrangements. March 31, December 31, 2018 2017 Trade $ 332 $ 432 Due from settlement attorneys 120 — Other 182 59 634 491 Less : allowance for doubtful accounts — — $ 634 $ 491 |
Real Estate Inventories (Tables
Real Estate Inventories (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate [Abstract] | |
Summary of Real Estate Held for Development and Sale | After impairments and write-offs, real estate held for development and sale consists of the following: March 31, December 31, 2018 2017 Land and land development costs $ 22,407 $ 24,304 Cost of construction (including capitalized interest and real estate taxes) 20,603 20,407 $ 43,010 $ 44,711 |
Goodwill & Intangibles (Tables)
Goodwill & Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill and Intangible Assets | Intangible assets include customer relationships which has an amortization period of four years. March 31, December 31, 2018 2017 Goodwill $ 1,702 $ 1,702 Intangibles 268 268 1,970 1,970 Less : accumulated amortization (48 ) (31 ) $ 1,922 $ 1,939 |
Summary of Future Estimated Amortization Expense | As of March 31, 2018, the future estimated amortization expense related to these intangible assets was: Amortization Expense 2018 $ 50 2019 67 2020 67 2021 36 2022 and thereafter — Total $ 220 |
Other Assets (Tables)
Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Other Assets | Other assets consist of the following: March 31, December 31, 2018 2017 Bonds and escrow deposits $ 628 $ 380 Prepaid insurance 496 486 Other 289 419 1,413 1,285 Less : accumulated amortization (155 ) (669 ) $ 1,258 $ 616 |
Accounts Payable and Accrued 34
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consist of the following: March 31, December 31, 2018 2017 Trade and accrued payables $ 7,409 $ 8,279 Warranty 227 258 Customer deposits 850 575 Other — 4 $ 8,486 $ 9,116 |
Contract Assets and Contract 35
Contract Assets and Contract Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Text Block [Abstract] | |
Summary of Contract Assets and Liabilities | Contract assets and liabilities consisted of the following: March 31, December 31, Contract Assets: Accounts Receivable Asset Management $ 3,976 $ — Real Estate Services 332 432 Total Contract Assets $ 4,308 $ 432 Contract Liabilities: Customer Deposits and Deferred Revenue Homebuilding - Customer deposits $ 850 $ 575 Asset Management - Deferred revenue 3,192 — Total Contract Liabilities $ 4,042 $ 575 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Sales from Contracts with Customers Disaggregated by Categories | The following series of tables presents the Company’s sales from contracts with customers disaggregated by categories which best represents how the nature, amount and timing and uncertainty of sales are affected by economic factors. Three Months Ended March 31, 2018 2017 Revenue by customer Individual customers $ 5,561 $ 10,064 Related party 2,791 204 Commercial 447 — Total Revenue by customer $ 8,799 $ 10,268 Revenue by contract type Fixed-price $ 5,561 $ 10,064 Cost-plus 2,791 204 Time and Material 447 — Total Revenue by contract type $ 8,799 $ 10,268 |
Warranty Reserve (Tables)
Warranty Reserve (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Guarantees and Product Warranties [Abstract] | |
Summary of Warranty Reserve Activity Included in Accounts Payable and Accrued Liabilities within the consolidated balance sheets | The following table is a summary of warranty reserve activity which is included in ‘Accounts payable and accrued liabilities’ within the consolidated balance sheets: March 31, December 31, 2018 2017 Balance at beginning of period $ 258 $ 287 Additions 16 178 Releases and/or charges incurred (47 ) (207 ) Balance at end of period $ 227 $ 258 |
Capitalized Interest and Real38
Capitalized Interest and Real Estate Taxes (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Text Block [Abstract] | |
Summary of Interest Incurred and Capitalized and Interest Expensed for Units Settled | The following table is a summary of interest and real estate taxes incurred and capitalized and interest and real estate taxes expensed for units settled: Three Months Ended March 31, 2018 2017 Interest incurred and capitalized $ 896 $ 1,026 Real estate taxes incurred and capitalized 66 40 Total interest and real estate taxes incurred and capitalized $ 962 $ 1,066 Interest expensed as a component of cost of sales $ 518 $ 451 Real estate taxes expensed as a component of cost of sales 48 60 Interest and real estate taxes expensed as a component of cost of sales $ 566 $ 511 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable | Notes payable consisted of the following: March 31, December 31, 2018 2017 Construction revolvers $ 5,682 $ 7,237 Development and acquisition notes 10,719 9,533 Mezzanine notes 3,300 3,253 Line of credit 2,128 2,123 Secured - other 1,061 1,069 Total secured notes 22,890 23,215 Unsecured financing, net of unamortized deferred financing charges of $39 and $55 1,220 1,285 Notes payable due to affiliates, unsecured, net of $1.9 million and $2.0 million discount and unamortized deferred financing charges, respectively 15,346 14,893 Total notes payable $ 39,456 $ 39,393 |
Maturities and/or Curtailment Obligations of All Borrowings | As of March 31, 2018, maturities and/or curtailment obligations of all borrowings are as follows: 2018 $ 29,391 2019 8,266 2020 128 2021 — 2022 and thereafter 1,671 Total $ 39,456 |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of Carrying Amount and Fair Value of Fixed and Floating Rate Debt | The following table summarizes the carrying amount and the corresponding fair value of fixed and floating rate debt. March 31, December 31, 2018 2017 Carrying amount $ 39,456 $ 39,393 Fair value $ 38,731 $ 38,899 |
Unconsolidated Joint Venture (T
Unconsolidated Joint Venture (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summarized Financial Information for Unconsolidated Joint Venture | Summarized financial information for the unconsolidated joint venture is as follows: Three Months Ended March 31, 2018 2017 Statement of Operations: Total net revenue $ 58 $ 66 Total expenses 30 30 Net income $ 28 $ 36 Comstock Holding Companies, Inc. share of net income $ 14 $ 18 |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting Information | The following table includes the Company’s three reportable segments of Asset Management, Real Estate Services, and Homebuilding for the three months ended March 31, 2018 and 2017. Asset Real Estate Homebuilding Management Services Total Three Months Ended March 31, 2018 Gross revenue $ 5,561 $ 2,791 $ 447 $ 8,799 Gross profit 66 250 270 586 Net (loss) income (681 ) 250 (197 ) (628 ) Depreciation and amortization — — 37 37 Interest expense 61 — 24 85 Total assets 46,409 3,976 2,913 53,298 Three Months Ended March 31, 2017 Gross revenue $ 10,064 $ — $ 204 $ 10,268 Gross profit (loss) 963 — (20 ) 943 Net loss (644 ) — (20 ) (664 ) Depreciation and amortization 65 — 9 74 Interest expense — — — — Total assets 56,317 — 79 56,396 |
Organization and Basis of Pre43
Organization and Basis of Presentation - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Organization And Basis Of Presentation [Line Items] | |||
Notes payable to affiliates | $ 15,346,000 | $ 14,893,000 | |
Notes payable maturity | 2,018 | ||
Credit facilities and project related loans scheduled to mature during the remainder of 2018 | $ 29,391,000 | ||
Reclassification of cash and restricted cash | (748,000) | $ (1,778,000) | |
Accounting Standards Update 2016-15 [Member] | |||
Organization And Basis Of Presentation [Line Items] | |||
Reclassification of cash and restricted cash | 1,200,000 | $ 1,500,000 | |
Comstock Asset Management, L.C. [Member] | |||
Organization And Basis Of Presentation [Line Items] | |||
Fixed annual payment | 1,000,000 | ||
Aggregate deposit | $ 2,500,000 |
Trade Receivables - Summary of
Trade Receivables - Summary of Trade Receivables (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Accounts Receivable, Net, Current [Abstract] | ||
Trade | $ 332 | $ 432 |
Due from settlement attorneys | 120 | 0 |
Other | 182 | 59 |
Accounts receivable gross | 634 | 491 |
Less : allowance for doubtful accounts | 0 | 0 |
Accounts receivable net | $ 634 | $ 491 |
Real Estate Inventories - Summa
Real Estate Inventories - Summary of Real Estate Held for Development and Sale (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Real Estate Properties [Line Items] | ||
Real estate inventories | $ 43,010 | $ 44,711 |
Land and Land Development Costs [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate inventories | 22,407 | 24,304 |
Cost of Construction (Including Capitalized Interest and Real Estate Taxes) [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate inventories | $ 20,603 | $ 20,407 |
Real Estate Inventories - Addit
Real Estate Inventories - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Real Estate Properties [Line Items] | ||
Impairment charges | $ 558,000 | $ 0 |
Washington D.C. [Member] | ||
Real Estate Properties [Line Items] | ||
Impairment charges | $ 558,000 | $ 0 |
Note Receivable - Additional In
Note Receivable - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Sep. 30, 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 | $ 57 | $ 66 | ||
Other income, net [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Interest income | $ 1 | $ 1 |
Goodwill & Intangibles - Additi
Goodwill & Intangibles - Additional Information (Detail) $ in Millions | Jul. 17, 2017USD ($) |
JK Environmental Services LLC [Member] | |
Schedule Of Goodwill And Intangible Assets [Line Items] | |
Purchase price of business assets | $ 2.3 |
Goodwill & Intangibles - Summar
Goodwill & Intangibles - Summary of Goodwill and Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 1,702 | $ 1,702 |
Intangibles | 268 | 268 |
Goodwill and intagibles assets, gross | 1,970 | 1,970 |
Less : accumulated amortization | (48) | (31) |
Intangible assets, net | $ 1,922 | $ 1,939 |
Goodwill & Intangibles - Summ50
Goodwill & Intangibles - Summary of Future Estimated Amortization Expense (Detail) $ in Thousands | Mar. 31, 2018USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2,018 | $ 50 |
2,019 | 67 |
2,020 | 67 |
2,021 | 36 |
2022 and thereafter | 0 |
Total | $ 220 |
Other Assets - Summary of Other
Other Assets - Summary of Other Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Bonds and escrow deposits | $ 628 | $ 380 |
Prepaid insurance | 496 | 486 |
Other | 289 | 419 |
Other assets, gross | 1,413 | 1,285 |
Other Assets, accumulated amortization | (155) | (669) |
Other assets | $ 1,258 | $ 616 |
Accounts Payable and Accrued 52
Accounts Payable and Accrued Liabilities - Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | |||
Trade and accrued payables | $ 7,409 | $ 8,279 | |
Warranty | 227 | 258 | $ 287 |
Customer deposits | 850 | 575 | |
Other | 0 | 4 | |
Accounts Payable and Accrued Liabilities | $ 8,486 | $ 9,116 |
Contract Assets and Contract 53
Contract Assets and Contract Liabilities - Summary of Contract Assets and Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Contract Assets: Accounts Receivable | ||
Accounts receivable | $ 634 | $ 491 |
Total Contract Assets | 4,308 | 432 |
Contract Liabilities: Customer Deposits and Deferred Revenue | ||
Customer deposits | 850 | 575 |
Deferred revenue | 3,192 | 0 |
Total Contract Liabilities | 4,042 | 575 |
Asset Management [Member] | ||
Contract Assets: Accounts Receivable | ||
Accounts receivable | 3,976 | 0 |
Contract Liabilities: Customer Deposits and Deferred Revenue | ||
Deferred revenue | 3,192 | 0 |
Real Estate Services [Member] | ||
Contract Assets: Accounts Receivable | ||
Accounts receivable | 332 | 432 |
Homebuilding [Member] | ||
Contract Liabilities: Customer Deposits and Deferred Revenue | ||
Customer deposits | $ 850 | $ 575 |
Contract Assets and Contract 54
Contract Assets and Contract Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Contract liabilities, customer deposits received | $ 850 | $ 575 |
Revenue recognized from customer deposit | 100 | |
Homebuilding [Member] | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Contract liabilities, customer deposits received | $ 850 | $ 575 |
Revenue - Summary of Sales from
Revenue - Summary of Sales from Contracts with Customers Disaggregated by Categories (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 8,799 | $ 10,268 |
Fixed-price [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,561 | 10,064 |
Cost-plus [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,791 | 204 |
Time and Material [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 447 | 0 |
Individual Customers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,561 | 10,064 |
Related Party [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,791 | 204 |
Commercial [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 447 | $ 0 |
Warranty Reserve - Additional I
Warranty Reserve - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Period for which warranty claims expected to arise | 1 year |
Period for which warranty claims expected to arise under statutorily period | 2 years |
Warranty Reserve - Summary of W
Warranty Reserve - Summary of Warranty Reserve Activity Included in Accounts Payable and Accrued Liabilities within the consolidated balance sheets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Guarantees [Abstract] | ||
Balance at beginning of period | $ 258 | $ 287 |
Additions | 16 | 178 |
Releases and/or charges incurred | (47) | (207) |
Balance at end of period | $ 227 | $ 258 |
Capitalized Interest and Real58
Capitalized Interest and Real Estate Taxes - Summary of Interest Incurred and Capitalized and Interest Expensed for Units Settled (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Real Estate Investment Property, at Cost [Abstract] | ||
Total interest incurred and capitalized | $ 896 | $ 1,026 |
Total real estate taxes incurred and capitalized | 66 | 40 |
Total interest and real estate taxes incurred and capitalized | 962 | 1,066 |
Interest expensed as a component of cost of sales | 518 | 451 |
Real estate taxes expensed as a component of cost of sales | 48 | 60 |
Interest and real estate taxes expensed as a component of cost of sales | $ 566 | $ 511 |
Capitalized Interest and Real59
Capitalized Interest and Real Estate Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Real Estate Investment Property, at Cost [Abstract] | ||
Interest expensed from entity level borrowings | $ 24 | $ 0 |
Real estate taxes incurred and expensed for inactive projects | $ 61 | $ 0 |
Debt - Summary of Notes Payable
Debt - Summary of Notes Payable (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Secured-other | $ 1,061 | $ 1,069 |
Unsecured financing, net of unamortized deferred financing charges of $39 and $55 | 1,220 | 1,285 |
Notes payable due to affiliates, unsecured, net of $1.9 million and $2.0 million discount and unamortized deferred financing charges, respectively | 15,346 | 14,893 |
Total | 39,456 | 39,393 |
Construction Loans [Member] | Construction Revolvers [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, gross | 5,682 | 7,237 |
Development and Acquisition Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, gross | 10,719 | 9,533 |
Mezzanine Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, gross | 3,300 | 3,253 |
Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, gross | 2,128 | 2,123 |
Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, gross | $ 22,890 | $ 23,215 |
Debt - Summary of Notes Payab61
Debt - Summary of Notes Payable (Parenthetical) (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Unsecured Note [Member] | ||
Debt Instrument [Line Items] | ||
Discount and deferred financing charges, net of amortization | $ 39 | $ 55 |
Notes Payable to Affiliates [Member] | ||
Debt Instrument [Line Items] | ||
Discount and deferred financing charges, net of amortization | $ 1,900 | $ 2,000 |
Debt - Maturities and_or Curtai
Debt - Maturities and/or Curtailment Obligations of All Borrowings (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
2,018 | $ 29,391 | |
2,019 | 8,266 | |
2,020 | 128 | |
2,021 | 0 | |
2022 and thereafter | 1,671 | |
Total | $ 39,456 | $ 39,393 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Dec. 29, 2015USD ($) | Oct. 17, 2014USD ($) | Mar. 31, 2018USD ($)SecurityLoanPromissory_Notes | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)SecurityLoanPromissory_Notes | Dec. 18, 2014USD ($) |
Line of Credit Facility [Line Items] | ||||||
Credit facilities and project related loans scheduled to mature during the remainder of 2018 | $ 29,391,000 | |||||
Outstanding secured debt | 22,890,000 | $ 23,215,000 | ||||
Secured - other | 1,061,000 | 1,069,000 | ||||
Outstanding borrowings and accrued interest, net of discounts | $ 15,346,000 | $ 14,893,000 | ||||
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 | 12.40% | 11.90% | ||||
Outstanding borrowings and accrued interest, net of discounts | $ 11,700,000 | |||||
Interest payments | $ 100,000 | $ 400,000 | ||||
Unsecured Seller-financed Promissory Note [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate for period | 4.88% | 4.56% | ||||
Debt instrument, gross | $ 700,000 | $ 700,000 | ||||
Number of unsecured seller-financed promissory notes outstanding | Promissory_Notes | 2 | 2 | ||||
Commercial Paper One [Member] | Unsecured Seller-financed Promissory Note [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate | 9.75% | 9.50% | ||||
Debt instrument maturity date | Feb. 27, 2020 | |||||
Debt instrument, gross | $ 100,000 | $ 100,000 | ||||
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 maturity date | Jul. 17, 2022 | |||||
Debt instrument, gross | $ 600,000 | 600,000 | ||||
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% | |||||
Construction Loans [Member] | Construction Revolvers [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 24,800,000 | 24,700,000 | ||||
Unused construction loan commitments | $ 19,100,000 | $ 17,500,000 | ||||
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. | |||||
Weighted average interest rate | 4.80% | 4.60% | ||||
Outstanding secured debt | $ 5,700,000 | $ 7,200,000 | ||||
Maturity range, start date | 2018-05 | |||||
Maturity range, end date | 2019-04 | |||||
Debt instrument, gross | $ 5,682,000 | 7,237,000 | ||||
Development and Acquisition Notes [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 26,500,000 | $ 26,500,000 | ||||
Weighted average interest rate | 6.30% | 7.10% | ||||
Outstanding secured debt | $ 10,700,000 | $ 9,500,000 | ||||
Maturity range, start date | 2018-05 | |||||
Maturity range, end date | 2019-06 | |||||
Debt instrument, gross | $ 10,719,000 | 9,533,000 | ||||
Development and Acquisition Notes [Member] | Minimum [Member] | LIBOR and Prime Rate Pricing Options [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate floor | 4.50% | |||||
Development and Acquisition Notes [Member] | Maximum [Member] | LIBOR and Prime Rate Pricing Options [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate floor | 12.00% | |||||
First and Second and Mezzanine Notes [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Outstanding secured debt | $ 1,300,000 | 1,300,000 | ||||
Credit facility outstanding | $ 1,100,000 | |||||
Interest rate | 12.00% | |||||
Interest rate paid on a monthly basis | 6.00% | |||||
Interest rate accrued and paid on maturity | 6.00% | |||||
Debt instrument maturity date | Jun. 30, 2018 | |||||
First and Second and Mezzanine Notes [Member] | Line of Credit [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Outstanding secured debt | $ 2,000,000 | 2,000,000 | ||||
Credit facility outstanding | $ 2,000,000 | |||||
Interest rate | 12.00% | |||||
Debt instrument maturity date | Sep. 30, 2018 | |||||
Line of Credit [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 3,000,000 | 3,000,000 | ||||
Outstanding secured debt | $ 2,100,000 | $ 2,100,000 | ||||
Interest rate floor | 5.00% | |||||
Interest rate for period | 5.13% | 5.00% | ||||
Debt instrument maturity description | This line of credit is secured by the first priority security interest in the Company’s wholly owned subsidiaries’ in the Washington, D.C. metropolitan area and guaranteed by our Chief Executive Officer. The Company uses this line of credit to finance the predevelopment related expenses and deposits for current and future projects and bears a variable interest rate tied to a one-month LIBOR plus 3.25% per annum, with an interest rate floor of 5.0%. | |||||
Line of credit maturity date | Jun. 30, 2018 | |||||
Debt instrument, gross | $ 2,128,000 | $ 2,123,000 | ||||
Line of Credit [Member] | LIBOR Rate [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument spread variable rate | 3.25% | |||||
Secured Other [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument maturity date | Oct. 17, 2022 | |||||
Number of secured loan | SecurityLoan | 1 | 1 | ||||
Secured - other | $ 1,000,000 | $ 1,100,000 | ||||
Fixed interest rate | 6.00% | |||||
Unsecured Note [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, interest rate description | LIBOR | |||||
Interest rate | 3.90% | 3.60% | ||||
Debt instrument maturity date | Dec. 28, 2018 | |||||
Debt instrument, gross | $ 500,000 | $ 600,000 | ||||
Debt instrument, term | 10 years | |||||
Unsecured Note [Member] | LIBOR Rate [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument spread variable rate | 2.20% | |||||
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 maturity date | Apr. 16, 2018 | |||||
Debt instrument, term | 3 years | |||||
Debt instrument, initial principal amount | $ 10,000,000 | |||||
Loan annual principal repayment, percentage | 10.00% | |||||
Principal payments to CGF | $ 0 | $ 0 | ||||
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 and accrued interest, net of discounts | $ 3,700,000 | 3,600,000 | ||||
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] | LIBOR Rate [Member] | Comstock Growth Fund [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument spread variable rate | 9.75% | |||||
Unsecured Notes Payable To Affiliate [Member] | Comstock Growth Fund [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Outstanding borrowings and accrued interest, net of discounts | $ 11,700,000 | $ 11,300,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Other Commitments [Line Items] | |||
Outstanding letter of credit, amount | $ 1,100,000 | ||
Amounts drawn against outstanding letters of credit or performance bond | 0 | $ 0 | |
Restricted Escrow Deposits | 1,000,000 | $ 1,000,000 | |
Performance Bonds [Member] | |||
Other Commitments [Line Items] | |||
Outstanding performance and payment of bonds | $ 4,500,000 | $ 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 | Mar. 31, 2018 | Dec. 31, 2017 |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Debt instrument outstanding balance | $ 39,456 | $ 39,393 |
Unobservable Inputs (Level 3 Inputs) [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Debt instrument outstanding balance | 39,456 | 39,393 |
Fair value | $ 38,731 | $ 38,899 |
Fair Value Disclosures - Additi
Fair Value Disclosures - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Impairment charges | $ 558,000 | $ 0 |
Washington D.C. [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Impairment charges | $ 558,000 | $ 0 |
Restricted Stock, Stock Optio67
Restricted Stock, Stock Options and Other Stock Plans - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation cost | $ 100 | $ 37 | |
Amount capitalized to real estate owned | $ 14 | 5 | |
Weighted-average remaining contractual term of unexercised stock options | 8 years | 8 years | |
General and Administrative Expenses and Cost of Sales [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation cost | $ 86 | $ 32 | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued by the company | 157,000 | ||
Restricted Stock Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued by the company | 0 | 245,000 | |
2004 Long-Term Compensation Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost related to stock issuances | $ 500 | $ 600 |
Loss Per Share - Additional Inf
Loss Per Share - Additional Information (Detail) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Restricted Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Options/Warrants/Awards excluded from the computation of dilutive loss per share | 46 | 5 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Options/Warrants/Awards excluded from the computation of dilutive loss per share | 25 |
Consolidation of Variable Inter
Consolidation of Variable Interest Entities - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | |||||||
Oct. 31, 2017USD ($)shares | Jan. 31, 2017USD ($) | Aug. 31, 2016USD ($)shares | Jun. 30, 2015USD ($) | Dec. 31, 2013USD ($)Townhomesshares | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Oct. 31, 2016USD ($) | |
Variable Interest Entity [Line Items] | |||||||||
Distribution to non-controlling interests | $ 0 | $ 1,908,000 | |||||||
Total liabilities of VIEs | 14,900,000 | $ 15,900,000 | |||||||
Total assets of VIEs | 28,000,000 | $ 30,600,000 | |||||||
Comstock Investors VIII, L.C [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Cumulative, compounded, preferred return rate | 20.00% | ||||||||
Percentage of cumulative cash on cash return | 20.00% | ||||||||
Comstock Investors VIII, L.C [Member] | Virginia [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Number of townhomes | Townhomes | 42 | ||||||||
Comstock Investors VIII, L.C [Member] | Maryland [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Number of townhomes | Townhomes | 45 | ||||||||
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] | Class A [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Number of warrants issued | shares | 14,573 | ||||||||
Aggregate fair value of warrants for investors | $ 131,000 | ||||||||
Comstock Investors VIII, L.C [Member] | Subsidiaries [Member] | Private Placement [Member] | Class B [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Initial aggregate principal amount up to capital raise | $ 4,000,000 | ||||||||
Comstock Investors IX, L.C. [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Cumulative, compounded, preferred return rate | 20.00% | ||||||||
Percentage of cumulative cash on cash return | 20.00% | ||||||||
Preferred distribution | 0 | 0 | |||||||
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] | |||||||||
Cumulative, compounded, preferred return rate | 6.00% | ||||||||
Distribution to non-controlling interests | $ 0 | $ 0 | |||||||
Aggregate capital raise | $ 19,500,000 | ||||||||
Additional capital raised | $ 5,000,000 | ||||||||
Warrants issued | shares | 50,000 | ||||||||
Aggregate fair value | $ 81,000 | ||||||||
Comstock Investors X, L.C. [Member] | Class A [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Number of warrants issued | shares | 150,000 | ||||||||
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 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 18, 2014 |
Related Party Transaction [Line Items] | ||||||||
Future minimum lease payments | $ 100,000 | |||||||
Outstanding borrowings | 15,346,000 | $ 14,893,000 | ||||||
Gains on extinguishment of Series B preferred stock and issuance of Series C preferred stock | $ 1,011 | |||||||
Revenue-asset management | 2,791,000 | $ 0 | ||||||
Comstock Asset Management, L.C. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total payments made under lease agreement | 53,000 | $ 52,000 | ||||||
Trade receivable | 6,000,000 | |||||||
Fixed annual payment | 1,000,000 | |||||||
Aggregate deposit | 2,500,000 | |||||||
Receipt of payments | 800,000 | |||||||
Revenue-asset management | 2,800,000 | |||||||
Comstock Development Services [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Credit facility outstanding | $ 10,000,000 | |||||||
Other Purchasers [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Credit facility outstanding | 6,200,000 | |||||||
Comstock Growth Fund [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Outstanding borrowings | $ 11,700,000 | |||||||
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] | ||||||||
Paid-in-kind dividends on preferred stock, number of shares | 0 | 15,663 | ||||||
Paid-in-kind dividends on preferred stock, liquidation value | $ 78,000 | |||||||
Shares exchanged pursuant to agreement, converted | 772,210 | |||||||
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 receivable | $ 0 | $ 145,000 | ||||||
Services and out of Pocket Expenses Incurred [Member] | Revenue - Real Estate Services [Member] | Comstock Asset Management, L.C. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Services and out-of-pocket expenses incurred | 0 | $ 203,000 | ||||||
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 | $ 3,700,000 | 3,600,000 | ||||||
Comstock Growth Fund II, L.C. [Member] | Comstock Growth Fund II, L.C. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Credit facility outstanding | $ 5,000,000 | |||||||
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 | |||||||
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 | $ 3,700,000 | $ 3,600,000 | ||||||
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 | 3 Months Ended | |
Oct. 31, 2017 | Mar. 31, 2018 | 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 | ||
Trading days preceding the issuance of warrant | 20 days | ||
Warrant expiration date | Mar. 14, 2023 | ||
Warrant expiration date | Apr. 5, 2023 | ||
Class A [Member] | Comstock Investors VIII, L.C [Member] | |||
Class of Stock [Line Items] | |||
Initial investment amount | $ 250 | ||
Trading days preceding the issuance of warrant | 20 days | ||
Warrant expiration date | Dec. 12, 2023 | ||
Warrant expiration date | Dec. 17, 2023 | ||
Class A [Member] | Comstock Investors X, L.C. [Member] | |||
Class of Stock [Line Items] | |||
Common stock and warrants exercisable | 50,000 | 150,000 | 150,000 |
Warrant exercise date | Oct. 13, 2027 | Aug. 15, 2026 | |
Trading days preceding the issuance of warrant | 20 days | ||
Class A [Member] | Maximum [Member] | BridgeCom [Member] | |||
Class of Stock [Line Items] | |||
Common stock and warrants exercisable | 142,857 | ||
Class A [Member] | Maximum [Member] | Comstock Growth Fund [Member] | |||
Class of Stock [Line Items] | |||
Common stock and warrants exercisable | 76,244 | ||
Warrant expiration date | Nov. 12, 2024 | ||
Warrant expiration date | May 12, 2025 | ||
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 | 16,572 | ||
Warrant exercise date | Apr. 5, 2023 | ||
Class A [Member] | Maximum [Member] | Comstock Investors VIII, L.C [Member] | |||
Class of Stock [Line Items] | |||
Common stock and warrants exercisable | 14,573 | ||
Warrant exercise date | Dec. 17, 2023 | ||
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] | Minimum [Member] | Comstock Investors VII, L.C [Member] | |||
Class of Stock [Line Items] | |||
Warrant exercise date | Mar. 14, 2023 | ||
Class A [Member] | Minimum [Member] | Comstock Investors VIII, L.C [Member] | |||
Class of Stock [Line Items] | |||
Warrant exercise date | Dec. 12, 2023 |
Unconsolidated Joint Venture -
Unconsolidated Joint Venture - Additional Information (Detail) - Title Insurance Joint Venture [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | ||
Earnings from the unconsolidated joint venture | $ 14 | $ 18 |
Collected total distributions from joint venture | $ 10 | $ 36 |
Unconsolidated Joint Venture 73
Unconsolidated Joint Venture - Summarized Financial Information for Unconsolidated Joint Venture (Detail) - Title Insurance Joint Venture [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Operations: | ||
Total net revenue | $ 58 | $ 66 |
Total expenses | 30 | 30 |
Net income | 28 | 36 |
Comstock Holding Companies, Inc. share of net income | $ 14 | $ 18 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Examination [Line Items] | ||
Income tax expense (benefit) | $ 6,000 | $ 0 |
Effective tax rate | (0.94%) | |
Federal and state Net Operating Losses | $ 143,000,000 | |
Year of expiration of net operating loss carryforward expiration year | 2,027 | |
Accruals related to uncertainties tax positions | $ 0 | $ 0 |
Minimum [Member] | ||
Income Tax Examination [Line Items] | ||
Tax year remain subject to examination | 2,014 | |
Maximum [Member] | ||
Income Tax Examination [Line Items] | ||
Tax year remain subject to examination | 2,016 |
Segment Disclosures - Additiona
Segment Disclosures - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2018Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Segment Disclosures - Segment R
Segment Disclosures - Segment Reporting Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Gross revenue | $ 8,799 | $ 10,268 | |
Gross profit (loss) | 586 | 943 | |
Net (loss) income | (628) | (664) | |
Depreciation and amortization | 37 | 74 | |
Interest expense | 85 | 0 | |
Total assets | 53,298 | 56,396 | $ 51,158 |
Homebuilding [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross revenue | 5,561 | 10,064 | |
Gross profit (loss) | 66 | 963 | |
Net (loss) income | (681) | (644) | |
Depreciation and amortization | 0 | 65 | |
Interest expense | 61 | 0 | |
Total assets | 46,409 | 56,317 | |
Asset Management [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross revenue | 2,791 | 0 | |
Gross profit (loss) | 250 | 0 | |
Net (loss) income | 250 | 0 | |
Depreciation and amortization | 0 | 0 | |
Interest expense | 0 | 0 | |
Total assets | 3,976 | 0 | |
Real Estate Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross revenue | 447 | 204 | |
Gross profit (loss) | 270 | (20) | |
Net (loss) income | (197) | (20) | |
Depreciation and amortization | 37 | 9 | |
Interest expense | 24 | 0 | |
Total assets | $ 2,913 | $ 79 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) shares in Thousands, $ in Thousands | Apr. 16, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | |||
Outstanding borrowings and accrued interest, net of discounts | $ 15,346 | $ 14,893 | |
Comstock Growth Fund [Member] | |||
Subsequent Event [Line Items] | |||
Outstanding borrowings and accrued interest, net of discounts | $ 11,700 | ||
Comstock Growth Fund [Member] | Subsequent Events [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, maturity date | Apr. 16, 2019 | ||
Debt instrument, optional maturity extension term | 12 months | ||
Debt instrument, maturity extension fee percentage | 0.50% | ||
Debt instrument, interest rate | 3.89% | ||
Comstock Growth Fund [Member] | Subsequent Events [Member] | Class A [Member] | |||
Subsequent Event [Line Items] | |||
Issuance of Class A Common Stock | 300 |