Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 30, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 1-32375 | |
Entity Registrant Name | Comstock Holding Companies, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-1164345 | |
Entity Address, Address Line One | 1900 Reston Metro Plaza | |
Entity Address, Address Line Two | 10th Floor | |
Entity Address, City or Town | Reston | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 20190 | |
City Area Code | 703 | |
Local Phone Number | 230-1985 | |
Title of 12(b) Security | Class A Common Stock, $0.01 par value | |
Trading Symbol | CHCI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001299969 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,199,678 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 220,250 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 11,560 | $ 15,823 |
Accounts receivable | 802 | 46 |
Accounts receivable - related parties | 2,505 | 1,697 |
Prepaid expenses and other current assets | 415 | 197 |
Current assets held for sale | 0 | 2,313 |
Total current assets | 15,282 | 20,076 |
Fixed assets, net | 389 | 264 |
Leasehold improvements, net | 119 | 0 |
Investments in real estate ventures | 7,490 | 4,702 |
Operating lease assets | 7,161 | 7,245 |
Deferred income taxes, net | 11,766 | 11,300 |
Other assets | 90 | 15 |
Total assets | 42,297 | 43,602 |
Current liabilities: | ||
Accrued personnel costs | 1,394 | 3,468 |
Accounts payable and accrued liabilities | 1,104 | 783 |
Current operating lease liabilities | 667 | 616 |
Current liabilities held for sale | 0 | 1,194 |
Total current liabilities | 3,165 | 6,061 |
Credit facility - due to affiliates | 5,500 | 5,500 |
Operating lease liabilities | 6,744 | 6,745 |
Total liabilities | 15,409 | 18,306 |
Commitments and Contingencies | ||
Stockholders' equity: | ||
Additional paid-in capital | 200,461 | 200,617 |
Treasury stock, at cost (86 shares of Class A common stock) | (2,662) | (2,662) |
Accumulated deficit | (177,760) | (179,507) |
Total stockholders' equity | 26,888 | 25,296 |
Total liabilities and stockholders' equity | 42,297 | 43,602 |
Series C Preferred Stock | ||
Stockholders' equity: | ||
Series C preferred stock; $0.01 par value; aggregate liquidation preference of $17,203; 20,000 shares authorized; 3,441 issued and outstanding as of March 31, 2022 and December 31, 2021 | 6,765 | 6,765 |
Common Class A | ||
Stockholders' equity: | ||
Common stock | 82 | 81 |
Common Class B | ||
Stockholders' equity: | ||
Common stock | $ 2 | $ 2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Treasury stock (in shares) | 86 | 86 |
Series C Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, liquidation value | $ 17,203 | $ 17,203 |
Preferred stock, shares authorized (in shares) | 20,000 | 20,000 |
Preferred stock, shares issued (in shares) | 3,441 | 3,441 |
Preferred stock, shares outstanding (in shares) | 3,441 | 3,441 |
Common Class A | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 59,780 | 59,780 |
Common stock, shares issued (in shares) | 8,232 | 8,102 |
Common stock, shares outstanding (in shares) | 8,146 | 8,017 |
Common Class B | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 220 | 220 |
Common stock, shares issued (in shares) | 220 | 220 |
Common stock, shares outstanding (in shares) | 220 | 220 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 8,731 | $ 6,840 |
Operating costs and expenses: | ||
Cost of revenue | 6,935 | 6,078 |
Selling, general, and administrative | 387 | 299 |
Depreciation and amortization | 44 | 20 |
Total operating costs and expenses | 7,366 | 6,397 |
Income (loss) from operations | 1,365 | 443 |
Other income (expense) | ||
Interest expense | (59) | (58) |
Gain (loss) on real estate ventures | 252 | 6 |
Other income (expense), net | 0 | 1 |
Income (loss) from continuing operations before income tax | 1,558 | 392 |
Provision for (benefit from) income tax | (456) | 2 |
Net income (loss) from continuing operations | 2,014 | 390 |
Net income (loss) from discontinued operations, net of tax | (267) | (143) |
Net income (loss) | $ 1,747 | $ 247 |
Weighted-average common stock outstanding: | ||
Basic weighted average shares outstanding (in shares) | 8,340 | 8,166 |
Diluted weighted average shares outstanding (in shares) | 8,974 | 8,997 |
Net income (loss) per share: | ||
Basic - continuing operations (in dollars per share) | $ 0.24 | $ 0.05 |
Basic - discontinued operations (in dollars per share) | (0.03) | (0.02) |
Basic net income per share (in dollars per share) | 0.21 | 0.03 |
Diluted - continuing operations (in dollars per share) | 0.22 | 0.05 |
Diluted - discontinued operations (in dollars per share) | (0.03) | (0.02) |
Diluted net income per share (in dollars per share) | $ 0.19 | $ 0.03 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | APIC | Treasury Stock | Accumulated deficit | Series C Preferred StockPreferred Stock | Common Class ACommon Stock | Common Class BCommon Stock |
Beginning balance (in shares) at Dec. 31, 2020 | 3,441 | 7,953 | 220 | ||||
Beginning balance at Dec. 31, 2020 | $ 11,215 | $ 200,147 | $ (2,662) | $ (193,116) | $ 6,765 | $ 79 | $ 2 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock, net of shares withheld for taxes ( in shares) | 105 | ||||||
Issuance of common stock, net of shares withheld for taxes | (187) | (189) | $ 2 | ||||
Stock-based compensation | 183 | 183 | |||||
Net income (loss) | 247 | 247 | |||||
Ending balance (in shares) at Mar. 31, 2021 | 3,441 | 8,058 | 220 | ||||
Ending balance at Mar. 31, 2021 | 11,458 | 200,141 | (2,662) | (192,869) | $ 6,765 | $ 81 | $ 2 |
Beginning balance (in shares) at Dec. 31, 2021 | 3,441 | 8,102 | 220 | ||||
Beginning balance at Dec. 31, 2021 | 25,296 | 200,617 | (2,662) | (179,507) | $ 6,765 | $ 81 | $ 2 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock, net of shares withheld for taxes ( in shares) | 130 | ||||||
Issuance of common stock, net of shares withheld for taxes | (297) | (298) | $ 1 | ||||
Stock-based compensation | 142 | 142 | |||||
Net income (loss) | 1,747 | 1,747 | |||||
Ending balance (in shares) at Mar. 31, 2022 | 3,441 | 8,232 | 220 | ||||
Ending balance at Mar. 31, 2022 | $ 26,888 | $ 200,461 | $ (2,662) | $ (177,760) | $ 6,765 | $ 82 | $ 2 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Activities - Continuing Operations | ||
Net income (loss) from continuing operations | $ 2,014 | $ 390 |
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 44 | 20 |
Stock-based compensation | 197 | 153 |
(Gain) loss on real estate ventures | (252) | (6) |
Deferred income taxes | (456) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,689) | (1,218) |
Prepaid expenses and other current assets | (218) | (92) |
Accrued personnel costs | (2,074) | (1,455) |
Accounts payable and accrued liabilities | 322 | 142 |
Other assets and liabilities | 160 | 26 |
Net cash provided by (used in) operating activities | (1,952) | (2,040) |
Investing Activities - Continuing Operations | ||
Investments in real estate ventures | (2,656) | 0 |
Proceeds from sale of CES | 1,016 | 0 |
Distributions from real estate ventures | 18 | 1,660 |
Purchase of fixed assets | (163) | (7) |
Net cash provided by (used in) investing activities | (1,785) | 1,653 |
Financing Activities - Continuing Operations | ||
Loan proceeds | 0 | 121 |
Loan payments | 0 | (30) |
Payment of taxes related to the net share settlement of equity awards | (297) | (196) |
Net cash provided by (used in) financing activities | (297) | (105) |
Discontinued Operations | ||
Operating cash flows, net | (202) | 117 |
Investing cash flows, net | 0 | 0 |
Financing cash flows, net | (27) | 0 |
Net cash provided by (used in) discontinued operations | (229) | 117 |
Net increase (decrease) in cash and cash equivalents | (4,263) | (375) |
Cash and cash equivalents, beginning of period | 15,823 | 7,032 |
Cash and cash equivalents, end of period | 11,560 | 6,657 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 59 | 58 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Accrued liability settled through issuance of common stock | 0 | 7 |
Right of use assets and lease liabilities at commencement | $ 209 | $ 0 |
Company Overview
Company Overview | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company Overview | Company Overview Comstock Holding Companies, Inc. ("Comstock" or the "Company"), founded in 1985 and incorporated in the state of Delaware in 2004, is a leading developer and manager of mixed-use and transit-oriented properties in the Washington, D.C. metropolitan area. As a vertically integrated and multi-faceted asset management and real estate services company, Comstock has designed, developed, constructed, acquired, and managed thousands of residential units and millions of square feet of commercial and mixed-use properties. On March 31, 2022, the Company completed the sale of its wholly-owned subsidiary Comstock Environmental Services, LLC ("CES") to August Mack Environmental, Inc. ("August Mack") for approximately $1.4 million of total consideration, composed of $1.0 million in cash and $0.4 million held in escrow that is subject to net working capital and other adjustments, as set forth in the executed Asset Purchase Agreement with August Mack. For additional information, see Note 3. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the requirements of the U.S. Securities and Exchange Commission (the “SEC”). As permitted, certain information and footnote disclosures have been condensed or omitted. Intercompany balances and transactions have been eliminated and certain prior period amounts have been reclassified to conform to current period presentation. In management’s opinion, the financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s financial position and operating results. The results of operations presented in these interim condensed consolidated financial statements are unaudited and are not necessarily indicative of the results to be expected for the full fiscal year. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s fiscal year 2021 Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Annual Report”) filed with the SEC on March 31, 2022. The consolidated balance sheet as of December 31, 2021 was derived from the audited financial statements contained in the 2021 Annual Report. The Company has reflected CES as a discontinued operation in its consolidated statements of operations for all periods presented. Unless otherwise noted, all amounts and disclosures throughout these Notes to Consolidated Financial Statements relate to the Company's continuing operations. For additional information, see Note 3. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Significant items subject to such estimates, include, but are not limited to, the valuation of equity method investments and the valuation of deferred tax assets. Assumptions made in the development of these estimates contemplate the macroeconomic landscape and the Company's anticipated results, however actual results may differ materially from these estimates. Recent Accounting Pronouncements - Adopted None. Recent Accounting Pronouncements - Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments .” This guidance is intended to introduce a revised approach to the recognition and measurement of credit |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On March 31, 2022, the Company completed the sale of its wholly-owned subsidiary CES to August Mack in accordance with the Asset Purchase Agreement for approximately $1.4 million of total consideration, composed of $1.0 million in cash and $0.4 million held in escrow that is subject to net working capital and other adjustments. The Company executed this divestiture to enhance its focus and pursue continued growth initiatives for its core asset management business. The following table reconciles major line items constituting pretax income (loss) from discontinued operations to net income (loss) from discontinued operations as presented in the consolidated statements of operations (in thousands): Three Months Ended March 31, 2022 2021 Revenue $ 1,460 $ 1,477 Cost of revenue (1,173) (1,087) Selling, general, and administrative (714) (504) Depreciation and amortization — (29) Other income (expense) 150 — Pre-tax income (loss) from continuing operations (277) (143) Provision for (benefit from) income tax (10) — Net income (loss) from discontinued operations $ (267) $ (143) The Company recognized an estimated gain of $0.2 million on the divestiture of CES, calculated by comparing the purchase price to the carrying value of the net assets sold in the transaction as of March 31, 2022. This gain on sale is reflected in other income (expense) in the above table and does not include the impact of $0.4 million of transaction costs that are included in selling, general, and administrative expense. These amounts may be adjusted in future periods as ongoing changes to the net working capital and transaction costs related to the sale are finalized. The following table reconciles the carrying amounts of major classes of assets and liabilities of discontinued operations to total assets and liabilities of discontinued operations that were classified as held for sale in the consolidated balance sheet as of December 31, 2021 (in thousands): Carrying amounts of major classes of assets held for sale: Accounts receivable $ 2,075 Prepaid expenses and other current assets 129 Total current assets 2,204 Fixed assets, net 106 Intangible assets, net 3 Total assets $ 2,313 Carrying amounts of major classes of liabilities held for sale: Accrued personnel costs $ 153 Accounts payable and accrued liabilities 1,015 Loans payable 26 Total liabilities $ 1,194 |
Investments in Real Estate Vent
Investments in Real Estate Ventures | 3 Months Ended |
Mar. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Real Estate Ventures | Investments in Real Estate VenturesThe Company's material unconsolidated investments in real estate ventures are recorded on the consolidated balance sheets at fair value. The following table summarizes the fair value of these investments (in thousands): March 31, December 31, Description 2022 2021 Investors X $ 1,430 $ 1,484 The Hartford 1,199 1,211 BLVD Forty Four 2,252 2,007 BLVD Ansel 2,609 — Total $ 7,490 $ 4,702 Investors X On April 30, 2019, the Company entered into a Master Transfer agreement with CP Real Estate Services, LC (“CPRES”), formerly Comstock Development Services, LC, an entity wholly owned by the Company’s CEO, Christopher Clemente, which entitled the Company to priority distribution of residual cash flow from its Class B membership interest in Comstock Investors X, L.C. ("Investors X"), an unconsolidated variable interest entity that owns the Company's residual homebuilding operations. As of March 31, 2022, the residual cash flow primarily relates to anticipated returns of cash backing outstanding letters of credit and cash collateral posted for land development work performed by subsidiaries owned by Investors X. The cash will be released as bond release work associated with these projects is completed. In addition, a subsidiary of Investors X is undergoing a re-zoning of land from commercial to residential and the Company will be entitled to 50% of the profit from the anticipated residential lot sales after re-zoning and land development work is completed. Expected future cash flows include contractually fixed revenues and expenses, as well as estimates for future revenues and expenses where contracts do not currently exist. These estimates are based on prior experience as well as comparable, third-party data. See Note 13 for further information. The Hartford In December 2019, the Company partnered with Comstock Partners, LC (“Partners”), an entity that is controlled by our CEO, and wholly-owned by Mr. Clemente and certain family members, to acquire a Class-A office building immediately adjacent to Clarendon Station on Metro’s Orange Line in Arlington County’s premier transit-oriented office market, the Rosslyn-Ballston Corridor. Built in 2003, the 211,000 square foot mixed-use Leadership in Energy and Environmental Design (“LEED”) GOLD building is approximately 76% leased to multiple high-quality tenants. In February 2020, the Company arranged for DivcoWest to purchase a majority ownership stake in the Hartford Building and secured a $87 million loan facility from MetLife. As part of the transaction, the Company entered into asset management and property management agreements to manage the property. Fair value is determined using an income approach and sales comparable approach models. As of March 31, 2022, the Company’s ownership interest in the Hartford was 2.5%. See Note 13 for further information. BLVD Forty Four In October 2021, the Company entered into a joint venture with Partners to acquire BLVD Forty Four, a 15-story, luxury high-rise apartment building located one block from the Rockville Metro Station and in the heart of the I-270 Technology and Life Science Corridor in Montgomery County. Built in 2015, the 263-unit mixed use property includes approximately 16,000 square feet of retail and a commercial parking garage. In connection with the transaction, the Company received an acquisition fee and will also receive investment related income and incentive fees in connection with its equity interest in the asset. The Company also provides asset, residential, retail and parking property management services for the property in exchange for market rate fees. Fair value is determined using an income approach and sales comparable approach models. As of March 31, 2022, the Company’s ownership interest in BLVD Forty Four was 5%. See Note 13 for further information. BLVD Ansel In March 2022, the Company entered into a joint venture with Partners to acquire BLVD Ansel, an 18-story, luxury high-rise apartment building with 250 units located adjacent to BLVD Forty Four in Rockville, Maryland. In connection with the transaction, the Company received an acquisition fee and is entitled to receive investment related income and incentive fees in connection with its equity interest in the asset. The Company will also provide asset, residential, retail and parking property management services for the property in exchange for market rate fees. Fair value is determined using an income approach and sales comparable approach models. As of March 31, 2022, the Company’s ownership interest in BLVD Forty Ansel was 5%. See Note 13 for further information. The following table below summarizes the activity of the Company’s unconsolidated investments in real estate ventures that are reported at fair value (in thousands): Balance as of December 31, 2021 $ 4,702 Investments 2,656 Distributions (18) Change in fair value 150 Balance as of March 31, 2022 $ 7,490 Other Investments |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company has operating leases for office space leased in various buildings for its own use. The Company's leases have remaining terms ranging from 5 to 10 years. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. Lease costs related to the Company's operating leases are primarily reflected in "cost of revenue" in the consolidated statements of operations, as they are a reimbursable cost under the 2019 Asset Management Agreement ("2019 AMA", see Note 13 for further information). The following table summarizes operating lease costs, by type (in thousands): Three Months Ended March 31, 2022 2021 Operating lease costs Fixed lease costs $ 240 $ 223 Variable lease costs 86 75 Total operating lease costs $ 326 $ 298 The following table presents supplemental cash flow information related to the Company's operating leases (in thousands): Three Months Ended March 31, 2022 2021 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating lease liabilities $ 160 $ 139 As of March 31, 2022, the Company's operating leases had a weighted-average remaining lease term of 6.67 years and a weighted-average discount rate of 4.25%. The following table summarizes future lease payments (in thousands): Year Ending December 31, Operating Leases 2022 $ 723 2023 985 2024 1,008 2025 1,031 2026 1,054 Thereafter 4,091 Total future lease payments 8,892 Imputed interest (1,481) Total lease liabilities $ 7,411 The Company does not have any leases which have not yet commenced as of March 31, 2022. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Credit Facility - Due to Affiliates On March 19, 2020, the Company entered into a Revolving Capital Line of Credit Agreement with CP Real Estate Services, LC (“CPRES”), formerly known as Comstock Development Services, LC, pursuant to which the Company secured a $10.0 million capital line of credit (the “Credit Facility”). Under the terms, the Credit Facility provides for an initial variable interest rate of the Wall Street Journal Prime Rate plus 1.00% per annum on advances made under the Credit Facility, payable monthly in arrears. The Credit Facility also allows for interim draws that carry a maturity date of 12 months from the initial date of the disbursement unless a longer initial term is agreed to by CPRES. On March 27, 2020, the Company borrowed $5.5 million under the Credit Facility and signed an unsecured promissory note to repay principal and interest borrowed by the April 30, 2023 maturity date. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company maintains certain non-cancelable operating leases that contain various renewal options. See Note 5 for further information on the Company's operating lease commitments. The Company is subject to litigation from time to time in the ordinary course of business; however, the Company does not expect the results, if any, to have a material adverse impact on its results of operations, financial position or liquidity. The Company records a contingent liability when it is both probable that a liability has been incurred and the amount can be reasonably estimated. The Company expenses legal defense costs as they are incurred. |
Fair Value Disclosures
Fair Value Disclosures | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | Fair Value Disclosures As of March 31, 2022, the carrying amount of cash and cash equivalents, accounts receivable, prepaid and other current assets, accounts payable and accrued liabilities approximated fair value because of the short-term nature of these instruments. As of March 31, 2022, based upon unobservable market rates (Level 3), the fair value of the Company’s floating rate debt was estimated to approximate carrying value. As of March 31, 2022, the Company had certain equity method investments in real estate ventures that it elected to record at fair value using significant unobservable inputs (Level 3). For further information on these investments, see Note 4. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common Stock The Company's certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock, each with a par value of $0.01 per share. Holders of Class A common stock and Class B common stock are entitled to dividends when, as and if, declared by the Company's board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to fifteen votes per share. Shares of our Class B common stock are convertible into an equivalent number of shares of our Class A common stock and generally convert into shares of our Class A common stock upon transfer. As of March 31,2022, the Company had not declared any dividends. Preferred Stock The Company's certificate of incorporation authorizes the issuance of Series C non-convertible preferred stock with a par value of $0.01 per share and a stated value of $5.00 per share. The Series C Preferred Stock has a discretionary, non-cumulative, dividend feature and is redeemable for $5.00 per share. The Series C Preferred Stock is redeemable by holders in the event of liquidation or change in control of the Company. Stock-based Compensation On February 12, 2019, the Company approved the 2019 Omnibus Incentive Plan (the “2019 Plan”), which replaced the 2004 Long-Term Compensation Plan (the “2004 Plan”). The 2019 Plan provides for the issuance of stock options, stock appreciation rights ("SARs"), restricted stock, restricted stock units, dividend equivalents, performance awards, and stock or other stock-based awards. The 2019 Plan mandates that all lapsed, forfeited, expired, terminated, cancelled and withheld shares, including those from the predecessor plan, be returned to the 2019 Plan and made available for issuance. The 2019 Plan originally authorized 2.5 million shares of the Company's Class A common stock for issuance. As of March 31, 2022, there were 1.4 million shares of Class A common stock available for issuance under the 2019 Plan. During the three months ended March 31, 2022 and 2021, the Company recorded stock-based compensation expense of $0.2 million and $0.2 million, respectively. Stock-based compensation costs are included in selling, general, and administrative expense on the Company's consolidated statements of operations. As of March 31, 2022, there was $1.4 million of total unrecognized stock-based compensation. Restricted Stock Units Restricted stock unit (“RSU”) awards granted to employees are subject to continued employment and generally vest in four annual installments over the four years period following the grant dates. The Company also grants certain RSU awards to management that contain additional vesting conditions tied directly to a defined performance metric for the Company (“PSUs”). The actual number of PSUs that will vest can range from 60% to 120% of the original grant target amount, depending upon actual Company performance below or above the established performance metric targets. The Company estimates performance in relation to the defined targets when calculating the related stock-based compensation expense. The following table summarizes all restricted stock unit activity (in thousands, except per share data): RSUs Weighted-Average Grant Date Fair Value Balance as of December 31, 2021 847 $ 2.28 Granted 219 4.63 Released (173) 2.72 Canceled/Forfeited (125) 2.31 Balance as of March 31, 2022 768 $ 2.95 Stock Options Non-qualified stock options generally expire 10 years after the grant date and, except under certain conditions, the options are subject to continued employment and vest in four annual installments over the four-year period following the grant dates. The following table summarizes all stock option activity (in thousands, except per share data and time periods): Options Weighted- Weighted- Aggregate Balance as of December 31, 2021 397 $ 2.89 5.7 $ 998 Granted — — Exercised (30) 1.71 Canceled/Forfeited (3) 2.24 Expired (46) 4.48 Balance as of March 31, 2022 318 $ 2.78 5.6 $ 1,122 Exercisable as of March 31, 2022 298 $ 2.78 4.7 $ 1,054 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue All of the Company's revenue for the three months ended March 31, 2022 and December 31, 2021 was generated in the United States. The following tables summarize the Company’s revenue by line of business, customer type, and contract type (in thousands): Three Months Ended March 31, 2022 2021 Revenue by Line of Business Asset management $ 5,997 $ 4,893 Property management 2,131 1,630 Parking management 603 317 Total revenue $ 8,731 $ 6,840 Three Months Ended March 31, 2022 2021 Revenue by Customer Type Related party $ 8,640 $ 6,825 Commercial 91 15 Total revenue $ 8,731 $ 6,840 Three Months Ended March 31, 2022 2021 Revenue by Contract Type Fixed-price $ 1,887 $ 815 Cost-plus 4,770 4,290 Time and material 2,074 1,735 Total revenue $ 8,731 $ 6,840 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For interim periods, we recognize an income tax provision (benefit) based on our estimated annual effective tax rate expected for the entire fiscal year. The interim annual estimated effective tax rate is based on the statutory tax rates then in effect, as adjusted for estimated changes in temporary and estimated permanent differences, and excludes certain discrete items whose tax effect, when material, is recognized in the interim period in which they occur. These changes in temporary differences, permanent differences, and discrete items result in variances to the effective tax rate from period to period. We also have elected to exclude the impacts from significant pre-tax, non-recognized subsequent events from our interim estimated annual effective rate until the period in which they occur. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Prior to 2021, the Company had recorded valuation allowances for certain tax attributes and deferred tax assets due the existence of sufficient uncertainty regarding the future realization of those deferred tax assets through future taxable income. In June 2021, based on its recent financial performance and current forecasts of future operating results, the Company determined that it was more likely than not that a portion of the deferred tax assets related to its net operating loss carryforwards would be utilized in future periods. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The following table sets forth the calculation of basic and diluted net income (loss) per share (in thousands, except per share data): Three Months Ended March 31, 2022 2021 Numerator: Net income (loss) from continuing operations - Basic and Diluted $ 2,014 $ 390 Net income (loss) from discontinued operations - Basic and Diluted (267) (143) Denominator: Weighted-average common shares outstanding - Basic 8,340 8,166 Effect of common share equivalents 634 831 Weighted-average common shares outstanding - Diluted 8,974 8,997 Net income (loss) per share: Basic - Continuing operations $ 0.24 $ 0.05 Basic - Discontinued operations (0.03) (0.02) Basic net income (loss) per share $ 0.21 $ 0.03 Diluted - Continuing operations $ 0.22 $ 0.05 Diluted - Discontinued operations (0.03) (0.02) Diluted net income (loss) per share $ 0.19 $ 0.03 The following common share equivalents have been excluded from the computation of diluted net income (loss) per share because their effect was anti-dilutive (in thousands): Three Months Ended March 31, 2022 2021 Restricted stock units — — Stock options 27 46 Warrants 76 149 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Lease for Corporate Headquarters On November 1, 2020, the Company relocated its corporate headquarters to a new office space pursuant to a ten-year lease agreement with an affiliate controlled and owned by our Chief Executive Officer and family, as landlord. 2019 Asset Management Agreement On April 30, 2019, CHCI Asset Management, LC ("CAM") entered into the 2019 Asset Management Agreement ("2019 AMA") with CP Real Estate Services, LC (“CPRES”), formerly Comstock Development Services, LC, which amended and restated in its entirety the prior asset management agreement between the parties with an effective date as of January 1, 2018. Pursuant to the 2019 AMA, CPRES engages CAM to manage and administer the Anchor Portfolio and the day to-day operations of CPRES and each property-owning subsidiary of CPRES (collectively, the “CPRES Entities”). Pursuant to the 2019 AMA, the Company provides asset management services related to the build out, lease-up and stabilization, and management of the Anchor Portfolio. CPRES pays the Company and its subsidiaries annual fees equal to the greater of either (i) an aggregate amount equal to the sum of (a) an asset management fee equal to 2.5% of revenues generated by properties included in the Anchor Portfolio; (b) a construction management fee equal to 4% of all costs associated with Anchor Portfolio projects in development; (c) a property management fee equal to 1% of the Anchor Portfolio revenues, (d) an acquisition fee equal to up to 0.5% of the purchase price of acquired assets; and (f) a disposition fee equal to 0.5% of the sales price of an asset on disposition; or (ii) an aggregate amount equal to the sum of (x) the employment expenses of personnel dedicated to providing services to the Anchor Portfolio pursuant to the 2019 AMA, (y) the costs and expenses of the Company related to maintaining the public listing of its shares and complying with related regulatory and reporting obligations, and (z) a fixed annual payment of $1.0 million. In addition to the annual payment of the greater of either the Market Rate Fee or the Cost Plus Fee, the Company also is entitled on an annual basis to the following additional fees: (i) an incentive fee equal to 10% of the free cash flow of each of the real estate assets comprising the Anchor Portfolio after calculating a compounding preferred return of 8% on CPRES invested capital (ii) an investment origination fee equal to 1% of raised capital, (iii) a leasing fee equal to $1.00/sf for new leases and $0.50/sf for renewals; and (iv) mutually agreeable loan origination fees related to the Anchor Portfolio. The 2019 AMA is currently scheduled to terminate on December 31, 2027 (“Initial Term”) and will automatically renew for successive additional one-year terms (each an “Extension Term”) unless CPRES delivers written notice of non-renewal at least 180 days prior to the termination date. Twenty-four months after the effective date of the 2019 AMA, CPRES is entitled to terminate the 2019 AMA without cause provided 180 days advance written notice is delivered to CAM. In the event of such a termination, and in addition to the payment of any accrued annual fees due and payable as of the termination date under the 2019 AMA, CPRES is required to pay a termination fee equal to (i) the Market Rate Fee or the Cost Plus Fee paid to CAM for the calendar year immediately preceding the termination , and (ii) a one-time payment of the Incentive Fee as if the CRE Portfolio were liquidated for fair market value as of the termination date; or the continued payment of the Incentive Fee as if a termination had not occurred. Residential, Commercial, and Parking Property Management Agreements The Company entered into separate residential property management agreements with properties owned by CPRES Entities under which the Company receives fees to manage and operate the properties including tenant communications, leasing of apartment units, rent collections, building maintenance and day-to-day operations, engagement and supervision of contractors and vendors providing services for the buildings, and budget preparation and oversight. The Company entered into separate commercial property and parking management agreements with several properties owned by CPRES Entities under which the Company receives fees to manage and operate the office and retail portions of the properties, including tenant communications, rent collections, building maintenance and day-to-day operations, engagement and supervision of contractors and vendors providing services for the buildings, and budget preparation and oversight. These property management agreements each have initial terms of one year with successive, automatic one year renewal terms. The Company generally receives base management fees under these agreements based upon a percentage of gross rental revenues for the portions of the buildings being managed in addition to reimbursement of specified expenses, including employment expenses of personnel employed by the Company in the management and operation of each property. Construction Management Agreements The Company has construction management agreements with properties owned by CPRES Entities under which the Company receives fees to provide certain construction management and supervision services, including construction supervision and management of the buildout of certain tenant premises. The Company receives a flat construction management fee for each engagement under a work authorization based upon the construction management or supervision fee set forth in the applicable tenant’s lease, which fee is generally 1% to 4% of the total costs (or total hard costs) of construction of the tenant’s improvements in its premises, or as otherwise agreed to by the parties. Lease Procurement Agreements The Company has lease procurement agreements with properties owned by CPRES Entities under which the Company receives certain leasing fees in connection with the procurement of new leases for such properties where external brokers are not involved. Such leasing fees are supplemental to the fees generated from the AMA and above-referenced management agreements. Business Management Agreements On April 30, 2019, CAM entered into a Business Management Agreement with Investors X, whereby CAM provides Investors X with asset and professional services related to the wind down of the Company’s divested homebuilding operations and the continuation of services related to the Company’s divested land development activities. The aggregate fee payable to CAM from Investors X under the Business Management Agreement is $0.94 million payable in 15 quarterly installments of $0.06 million each. On July 1, 2019, CAM entered into a Business Management Agreement (the “BC Management Agreement”) with CPRES, whereby CAM provides CPRES with professional management and consultation services, including, without limitation, consultation on land development and real estate transactions, for a residential community located in Monteverde, Florida. The initial term of the BC Management Agreement expired on December 31, 2020, subject to automatic, successive one (1) year extensions, unless sooner terminated in accordance with the terms of the BC Management Agreement. The current term of the BC Management Agreement expires on December 31, 2022. The BC Management Agreement provides that CPRES will pay CAM an annual management fee equal to $0.34 million, payable in equal monthly installments during the term commencing on July 1, 2019, and will reimburse CAM for certain expenses. The Hartford In December 2019, the Company made an investment related to the purchase of the Hartford, a stabilized commercial office building located at 3101 Wilson Boulevard in the Clarendon area of Arlington County, Virginia. In conjunction with the investment, the Company entered into an operating agreement with Partners to form Comstock 3101 Wilson, LC, to purchase the Hartford. Pursuant to the Operating Agreement, the Company held a minority membership interest of the Hartford and the remaining membership interests of the Hartford are held by Partners. In February 2020, the Company, Partners and DWF VI 3101 Wilson Member, LLC (“DWF”), an unaffiliated, third party, equity investor in the Hartford, entered into a limited liability company agreement (the “DWC Operating Agreement”) to form DWC 3101 Wilson Venture, LLC (“DWC”) to, among other things, acquire, own and hold all interests in the Hartford. In furtherance thereof, on February 7, 2020, the Original Operating Agreement was amended and restated (the “A&R Operating Agreement”) to memorialize the Company’s and Partners’ assignment of 100% of its membership interests in the Hartford to DWC. As a result thereof, DWC is the sole member of the Hartford Owner. The Company and Partners, respectively, hold minority membership interests in, and DWF holds the majority membership interest in, DWC. See Note 4 for further information. BLVD Forty Four/BLVD Ansel In October 2021 and March 2022, the Company entered into joint ventures with Partners to acquire BLVD Forty Four and BLVD Ansel, respectively, two adjacent mixed-use luxury high-rise apartment buildings located near the Rockville Metro Station in Montgomery County, Md. The Company considers BLVD Forty Four and BLVD Ansel to be variable interest entities upon which it exercises significant influence; however, considering key factors such as the Company’s ownership interest and participation in policy-making decisions by majority equity holders, the Company concluded that it does not have a controlling financial interest in either property. See Note 4 for further information. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the requirements of the U.S. Securities and Exchange Commission (the “SEC”). As permitted, certain information and footnote disclosures have been condensed or omitted. Intercompany balances and transactions have been eliminated and certain prior period amounts have been reclassified to conform to current period presentation. In management’s opinion, the financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s financial position and operating results. The results of operations presented in these interim condensed consolidated financial statements are unaudited and are not necessarily indicative of the results to be expected for the full fiscal year. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s fiscal year 2021 Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Annual Report”) filed with the SEC on March 31, 2022. The consolidated balance sheet as of December 31, 2021 was derived from the audited financial statements contained in the 2021 Annual Report. The Company has reflected CES as a discontinued operation in its consolidated statements of operations for all periods presented. Unless otherwise noted, all amounts and disclosures throughout these Notes to Consolidated Financial Statements relate to the Company's continuing operations. For additional information, see Note 3. |
Use of Estimates | Use of EstimatesThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Significant items subject to such estimates, include, but are not limited to, the valuation of equity method investments and the valuation of deferred tax assets. Assumptions made in the development of these estimates contemplate the macroeconomic landscape and the Company's anticipated results, however actual results may differ materially from these estimates. |
Recent Accounting Pronouncements - Adopted and Not Yet Adopted | Recent Accounting Pronouncements - Adopted None. Recent Accounting Pronouncements - Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments .” This guidance is intended to introduce a revised approach to the recognition and measurement of credit |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Discontinued Operations in Financial Statements | The following table reconciles major line items constituting pretax income (loss) from discontinued operations to net income (loss) from discontinued operations as presented in the consolidated statements of operations (in thousands): Three Months Ended March 31, 2022 2021 Revenue $ 1,460 $ 1,477 Cost of revenue (1,173) (1,087) Selling, general, and administrative (714) (504) Depreciation and amortization — (29) Other income (expense) 150 — Pre-tax income (loss) from continuing operations (277) (143) Provision for (benefit from) income tax (10) — Net income (loss) from discontinued operations $ (267) $ (143) The Company recognized an estimated gain of $0.2 million on the divestiture of CES, calculated by comparing the purchase price to the carrying value of the net assets sold in the transaction as of March 31, 2022. This gain on sale is reflected in other income (expense) in the above table and does not include the impact of $0.4 million of transaction costs that are included in selling, general, and administrative expense. These amounts may be adjusted in future periods as ongoing changes to the net working capital and transaction costs related to the sale are finalized. The following table reconciles the carrying amounts of major classes of assets and liabilities of discontinued operations to total assets and liabilities of discontinued operations that were classified as held for sale in the consolidated balance sheet as of December 31, 2021 (in thousands): Carrying amounts of major classes of assets held for sale: Accounts receivable $ 2,075 Prepaid expenses and other current assets 129 Total current assets 2,204 Fixed assets, net 106 Intangible assets, net 3 Total assets $ 2,313 Carrying amounts of major classes of liabilities held for sale: Accrued personnel costs $ 153 Accounts payable and accrued liabilities 1,015 Loans payable 26 Total liabilities $ 1,194 |
Investments in Real Estate Ve_2
Investments in Real Estate Ventures (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments, Group of Investment Consolidated Balance Sheet at Fair Value | The Company's material unconsolidated investments in real estate ventures are recorded on the consolidated balance sheets at fair value. The following table summarizes the fair value of these investments (in thousands): March 31, December 31, Description 2022 2021 Investors X $ 1,430 $ 1,484 The Hartford 1,199 1,211 BLVD Forty Four 2,252 2,007 BLVD Ansel 2,609 — Total $ 7,490 $ 4,702 |
Schedule of Investments in Real Estate Ventures | The following table below summarizes the activity of the Company’s unconsolidated investments in real estate ventures that are reported at fair value (in thousands): Balance as of December 31, 2021 $ 4,702 Investments 2,656 Distributions (18) Change in fair value 150 Balance as of March 31, 2022 $ 7,490 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Cost and Cash Flow Information | The following table summarizes operating lease costs, by type (in thousands): Three Months Ended March 31, 2022 2021 Operating lease costs Fixed lease costs $ 240 $ 223 Variable lease costs 86 75 Total operating lease costs $ 326 $ 298 The following table presents supplemental cash flow information related to the Company's operating leases (in thousands): Three Months Ended March 31, 2022 2021 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating lease liabilities $ 160 $ 139 |
Schedule of Maturities of Lease Liabilities | The following table summarizes future lease payments (in thousands): Year Ending December 31, Operating Leases 2022 $ 723 2023 985 2024 1,008 2025 1,031 2026 1,054 Thereafter 4,091 Total future lease payments 8,892 Imputed interest (1,481) Total lease liabilities $ 7,411 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Company's Restricted Share Activity | The following table summarizes all restricted stock unit activity (in thousands, except per share data): RSUs Weighted-Average Grant Date Fair Value Balance as of December 31, 2021 847 $ 2.28 Granted 219 4.63 Released (173) 2.72 Canceled/Forfeited (125) 2.31 Balance as of March 31, 2022 768 $ 2.95 |
Summary Information about Stock Option Activity | The following table summarizes all stock option activity (in thousands, except per share data and time periods): Options Weighted- Weighted- Aggregate Balance as of December 31, 2021 397 $ 2.89 5.7 $ 998 Granted — — Exercised (30) 1.71 Canceled/Forfeited (3) 2.24 Expired (46) 4.48 Balance as of March 31, 2022 318 $ 2.78 5.6 $ 1,122 Exercisable as of March 31, 2022 298 $ 2.78 4.7 $ 1,054 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenues from Contracts with Customers Disaggregated by Categories | The following tables summarize the Company’s revenue by line of business, customer type, and contract type (in thousands): Three Months Ended March 31, 2022 2021 Revenue by Line of Business Asset management $ 5,997 $ 4,893 Property management 2,131 1,630 Parking management 603 317 Total revenue $ 8,731 $ 6,840 Three Months Ended March 31, 2022 2021 Revenue by Customer Type Related party $ 8,640 $ 6,825 Commercial 91 15 Total revenue $ 8,731 $ 6,840 Three Months Ended March 31, 2022 2021 Revenue by Contract Type Fixed-price $ 1,887 $ 815 Cost-plus 4,770 4,290 Time and material 2,074 1,735 Total revenue $ 8,731 $ 6,840 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Earnings Per Share, Basic and Diluted | The following table sets forth the calculation of basic and diluted net income (loss) per share (in thousands, except per share data): Three Months Ended March 31, 2022 2021 Numerator: Net income (loss) from continuing operations - Basic and Diluted $ 2,014 $ 390 Net income (loss) from discontinued operations - Basic and Diluted (267) (143) Denominator: Weighted-average common shares outstanding - Basic 8,340 8,166 Effect of common share equivalents 634 831 Weighted-average common shares outstanding - Diluted 8,974 8,997 Net income (loss) per share: Basic - Continuing operations $ 0.24 $ 0.05 Basic - Discontinued operations (0.03) (0.02) Basic net income (loss) per share $ 0.21 $ 0.03 Diluted - Continuing operations $ 0.22 $ 0.05 Diluted - Discontinued operations (0.03) (0.02) Diluted net income (loss) per share $ 0.19 $ 0.03 |
Summary of Shares Equivalents Excluded from Dilutive Share Computation | The following common share equivalents have been excluded from the computation of diluted net income (loss) per share because their effect was anti-dilutive (in thousands): Three Months Ended March 31, 2022 2021 Restricted stock units — — Stock options 27 46 Warrants 76 149 |
Company Overview (Details)
Company Overview (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from sale of CES | $ 1,016 | $ 0 |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | CES | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal group, including discontinued operation, consideration | 1,400 | |
Proceeds from sale of CES | 1,000 | |
Escrow deposit from divestiture of business | $ 400 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from sale of CES | $ 1,016 | $ 0 |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | CES | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal group, including discontinued operation, consideration | 1,400 | |
Proceeds from sale of CES | 1,000 | |
Escrow deposit from divestiture of business | 400 | |
Discontinued operation, gain on disposal of discontinued operation, net of tax | 200 | |
Transaction costs | $ 400 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Operating Results of Discontinued Operations Reflected on Consolidated Statement of Operations (Details) - Discontinued Operations, Held-for-sale - CES - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | $ 1,460 | $ 1,477 |
Cost of revenue | (1,173) | (1,087) |
Selling, general, and administrative | (714) | (504) |
Depreciation and amortization | 0 | (29) |
Other income (expense) | 150 | 0 |
Pre-tax income (loss) from continuing operations | (277) | (143) |
Provision for (benefit from) income tax | (10) | 0 |
Net income (loss) from discontinued operations | $ (267) | $ (143) |
Discontinued Operations - Sum_2
Discontinued Operations - Summary of Assets and Liabilities from Discontinued Operations (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable | $ 802 | $ 46 |
Prepaid expenses and other current assets | 415 | 197 |
Total current assets | 15,282 | 20,076 |
Total assets | 42,297 | 43,602 |
Accounts payable and accrued liabilities | 1,104 | 783 |
Total liabilities | $ 15,409 | 18,306 |
Discontinued Operations, Held-for-sale | CES | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable | 2,075 | |
Prepaid expenses and other current assets | 129 | |
Total current assets | 2,204 | |
Fixed assets, net | 106 | |
Intangible assets, net | 3 | |
Total assets | 2,313 | |
Accrued personnel costs | 153 | |
Accounts payable and accrued liabilities | 1,015 | |
Loans payable | 26 | |
Total liabilities | $ 1,194 |
Investments in Real Estate Ve_3
Investments in Real Estate Ventures - Schedule of Equity Method Investments, Group of Investment Consolidated Balance Sheet at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | ||
Investments in real estate ventures | $ 7,490 | $ 4,702 |
Investors X | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in real estate ventures | 1,430 | 1,484 |
The Hartford | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in real estate ventures | 1,199 | 1,211 |
BLVD Forty Four | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in real estate ventures | 2,252 | 2,007 |
BLVD Ansel | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in real estate ventures | $ 2,609 | $ 0 |
Investments in Real Estate Ve_4
Investments in Real Estate Ventures - Narrative (Detail) ft² in Thousands, $ in Millions | 1 Months Ended | 3 Months Ended | ||||
Oct. 31, 2021unitft² | Dec. 31, 2019ft² | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Feb. 29, 2020USD ($) | Apr. 30, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Proceed from sale of investment, percentage of profit | 50.00% | |||||
Proportionate share of net income and distributions, amount | $ | $ (0.1) | $ 0 | ||||
Hartford Investment | Affiliated Entity | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Percentage of ownership interest | 2.50% | |||||
BLVD Forty Four | Affiliated Entity | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Percentage of ownership interest | 5.00% | |||||
BLVD Ansel | Affiliated Entity | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Percentage of ownership interest | 5.00% | |||||
The Hartford | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Number of square foot | ft² | 211 | |||||
Percentage of lease to tenants | 76.00% | |||||
Maximum borrowing capacity | $ | $ 87 | |||||
BLVD Forty Four | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Number of square foot | ft² | 16 | |||||
Number of units in property | unit | 263 |
Investments in Unconsolidated E
Investments in Unconsolidated Entities - Schedule of Investments in Real Estate Ventures (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Equity Method Investment and Joint Venture, Fair Value Change [Roll Forward] | ||
Fair value investments, beginning balance | $ 4,702 | |
Change in fair value | (252) | $ (6) |
Fair value investments, ending balance | 7,490 | |
Fair Value, Inputs, Level 3 | ||
Equity Method Investment and Joint Venture, Fair Value Change [Roll Forward] | ||
Fair value investments, beginning balance | 4,702 | |
Investments | 2,656 | |
Distributions | (18) | |
Change in fair value | 150 | |
Fair value investments, ending balance | $ 7,490 |
Leases - Narrative (Detail)
Leases - Narrative (Detail) | Mar. 31, 2022 |
Lessee, Lease, Description [Line Items] | |
Operating lease remaining lease term | 6 years 8 months 1 day |
Operating lease, weighted average discount rate, percent | 4.25% |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, remaining lease term | 5 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, remaining lease term | 10 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost and Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Lease, Cost [Abstract] | ||
Fixed lease costs | $ 240 | $ 223 |
Variable lease costs | 86 | 75 |
Lease, Cost, Total | $ 326 | $ 298 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash paid for amounts included in measurement of lease liabilities: | ||
Operating cash flows from operating lease liabilities | $ 160 | $ 139 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Leases [Abstract] | |
2022 | $ 723 |
2023 | 985 |
2024 | 1,008 |
2025 | 1,031 |
2026 | 1,054 |
Thereafter | 4,091 |
Total future lease payments | 8,892 |
Imputed interest | (1,481) |
Total lease liabilities | $ 7,411 |
Debt - Narrative (Details)
Debt - Narrative (Details) - Credit Facility - USD ($) $ in Millions | Mar. 19, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 27, 2020 |
WSJ Prime Rate | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument spread variable rate | 1.00% | |||
Secured Financing | CDS | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 10 | |||
Debt instrument maturity date from initial date | 12 months | |||
Capital line of credit drawn | $ 5.5 | $ 5.5 | $ 5.5 | |
Secured Financing | CDS | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Effective interest rate | 4.50% | |||
Secured Financing | CDS | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Effective interest rate | 4.25% |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022USD ($)voteinstallment$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021$ / sharesshares | Feb. 12, 2019shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation cost | $ | $ 200 | $ 200 | ||
Unrecognized compensation cost related to nonvested stock issuances | $ | $ 1,400 | |||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of annual installments | installment | 4 | |||
Vesting period | 4 years | |||
Restricted stock units | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, award vesting range, percentage | 60.00% | |||
Restricted stock units | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, award vesting range, percentage | 120.00% | |||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of annual installments | installment | 4 | |||
Vesting period | 4 years | |||
Omnibus incentive plan stock option expiration period | 10 years | |||
Common Class B | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Common Stock, number of votes per share | vote | 15 | |||
Common stock, shares issued (in shares) | shares | 220 | 220 | ||
Common Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Common Stock, number of votes per share | vote | 1 | |||
Common stock, shares issued (in shares) | shares | 8,232 | 8,102 | ||
Common Class A | Two Thousand Nineteen Omnibus Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | shares | 2,500 | |||
Common stock, shares issued (in shares) | shares | 1,400 | |||
Series C Preferred Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Preferred stock, redemption price (in dollars per share) | $ / shares | $ 5 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary Information about Stock Option Activity (Details) - Restricted stock units shares in Thousands | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Restricted shares, beginning balance (in shares) | shares | 847 |
Restricted shares, granted (in shares) | shares | 219 |
Restricted shares, released (in shares) | shares | (173) |
Restricted shares, canceled/forfeited (in shares) | shares | (125) |
Restricted shares, ending balance (in shares) | shares | 768 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted average grant date fair value, beginning balance (in dollars per share) | $ / shares | $ 2.28 |
Weighted average grant date fair value, granted (in dollars per share) | $ / shares | 4.63 |
Weighted average grant date fair value, released (in dollars per share) | $ / shares | 2.72 |
Weighted average grant date fair value, canceled/forfeited (in dollars per share) | $ / shares | 2.31 |
Weighted average grant date fair value, ending balance (in dollars per share) | $ / shares | $ 2.95 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Company's Restricted Share Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Beginning balance (in shares) | 397 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (30) | |
Canceled/forfeited (in shares) | (3) | |
Expired (in shares) | (46) | |
Ending balance (in shares) | 318 | 397 |
Exercisable (in shares) | 298 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted average exercise price, beginning balance (in dollars per share) | $ 2.89 | |
Weighted average exercise price, granted (in dollars per share) | 0 | |
Weighted average exercise price, exercised (in dollars per share) | 1.71 | |
Weighted average exercise price, canceled/forfeited (in dollars per share) | 2.24 | |
Weighted average exercise price, expired (in dollars per share) | 4.48 | |
Weighted average exercise price, ending balance (in dollars per share) | 2.78 | $ 2.89 |
Weighted average exercise price, exercisable (in dollars per share) | $ 2.78 | |
Weighted-average remaining contractual term, outstanding | 5 years 7 months 6 days | 5 years 8 months 12 days |
Weighted-average remaining contractual term, exercisable | 4 years 8 months 12 days | |
Aggregate intrinsic value outstanding | $ 1,122 | $ 998 |
Aggregate intrinsic value exercisable | $ 1,054 |
Revenue - Summary of Revenues f
Revenue - Summary of Revenues from Contracts with Customers Disaggregated by Categories (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 8,731 | $ 6,840 |
Fixed-price | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,887 | 815 |
Cost-plus | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,770 | 4,290 |
Time and material | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,074 | 1,735 |
Related party | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 8,640 | 6,825 |
Commercial | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 91 | 15 |
Asset management | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 5,997 | 4,893 |
Property management | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,131 | 1,630 |
Parking management | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 603 | $ 317 |
Income Taxes (Detail)
Income Taxes (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Income Tax Disclosure [Abstract] | |
Deferred income tax benefit | $ 0.5 |
Release of valuation allowance | $ 0.7 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Summary of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net income (loss) from continuing operations - Basic and Diluted | $ 2,014 | $ 390 |
Net income (loss) from discontinued operations - Basic and Diluted | $ (267) | $ (143) |
Denominator: | ||
Basic weighted average shares outstanding (in shares) | 8,340 | 8,166 |
Effect of common share equivalents (in shares) | 634 | 831 |
Diluted weighted average shares outstanding (in shares) | 8,974 | 8,997 |
Net income (loss) per share: | ||
Basic - continuing operations (in dollars per share) | $ 0.24 | $ 0.05 |
Basic - discontinued operations (in dollars per share) | (0.03) | (0.02) |
Basic net income per share (in dollars per share) | 0.21 | 0.03 |
Diluted - continuing operations (in dollars per share) | 0.22 | 0.05 |
Diluted - discontinued operations (in dollars per share) | (0.03) | (0.02) |
Diluted net income per share (in dollars per share) | $ 0.19 | $ 0.03 |
Net Income (Loss) Per Share -_2
Net Income (Loss) Per Share - Summary of Shares Equivalents Excluded from Continued Operations Dilutive Share Computation (Detail) - Continued Operations - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from diluted share computation (in shares) | 0 | 0 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from diluted share computation (in shares) | 27 | 46 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from diluted share computation (in shares) | 76 | 149 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Detail) $ in Thousands | Apr. 30, 2019USD ($)installment$ / ft² | Mar. 31, 2022 | Jan. 01, 2022 | Nov. 01, 2020 | Feb. 07, 2020 | Jul. 01, 2019USD ($) |
Business Management Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, expiration period | 1 year | |||||
Management fee payable | $ 340 | |||||
Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Operating lease, term of contract | 10 years | |||||
Affiliated Entity | DWC Operating Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of membership interest owned by company and partners | 100.00% | |||||
CDS | 2019 Amended Asset Management Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Fixed annual payment | $ 1,000 | |||||
Agreement additional extension term (in years) | 1 year | |||||
Agreement notice period required for non-renewal | 180 days | |||||
Agreement notice period after effective date for termination | 24 months | |||||
CDS | Asset Management Fee | 2019 Amended Asset Management Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of CRE portfolio revenues | 2.50% | |||||
CDS | Construction Management Fee | 2019 Amended Asset Management Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of all costs associated with portfolio projects in development | 4.00% | |||||
CDS | Property Management Fee | 2019 Amended Asset Management Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of CRE portfolio revenues | 1.00% | |||||
CDS | Acquisition Fee | 2019 Amended Asset Management Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum percentage of purchase price of an acquired asset | 0.50% | |||||
CDS | Disposition Fee | 2019 Amended Asset Management Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage sales price of an asset on disposition | 0.50% | |||||
CDS | Residential Property Management Agreements | ||||||
Related Party Transaction [Line Items] | ||||||
Property management agreements initial term | 1 year | |||||
Property management agreements renewal term | 1 year | |||||
CDS | Construction Management Agreement | Minimum | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of construction management fee | 1.00% | |||||
CDS | Construction Management Agreement | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of construction management fee | 4.00% | |||||
Comstock Asset Management, L.C. | 2019 Amended Asset Management Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Cumulative, compounded, preferred return rate | 8.00% | |||||
Lease fee for new leases (in dollars per square foot) | $ / ft² | 1 | |||||
Lease fee for renewal leases (in dollars per square foot) | $ / ft² | 0.50 | |||||
Comstock Asset Management, L.C. | Incentive Fee | 2019 Amended Asset Management Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of free cash flow from real estate assets | 10.00% | |||||
Comstock Asset Management, L.C. | Investment Origination Fee | 2019 Amended Asset Management Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of raised capital | 1.00% | |||||
Comstock Investors X | Business Management Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate fee payable | $ 940 | |||||
Number of installments of fee payment | installment | 15 | |||||
Fee payable in installments | $ 60 | |||||
ParkX Management, LC | ||||||
Related Party Transaction [Line Items] | ||||||
Operating lease, term of contract | 5 years |