Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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, $0.01 par value | |
Trading Symbol | CHCI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001299969 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,431,508 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 220,250 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 10,935 | $ 11,722 |
Prepaid expenses and other current assets | 307 | 264 |
Total current assets | 22,194 | 15,781 |
Fixed assets, net | 512 | 421 |
Intangible assets | 144 | 144 |
Leasehold improvements, net | 97 | 119 |
Investments in real estate ventures | 5,984 | 7,013 |
Operating lease assets | 7,002 | 7,625 |
Deferred income taxes, net | 10,720 | 11,355 |
Other assets | 35 | 15 |
Total assets | 46,688 | 42,473 |
Current liabilities: | ||
Accrued personnel costs | 3,226 | 4,959 |
Accounts payable and accrued liabilities | 975 | 742 |
Current operating lease liabilities | 838 | 791 |
Total current liabilities | 5,039 | 6,492 |
Operating lease liabilities | 6,493 | 7,127 |
Total liabilities | 11,532 | 13,619 |
Commitments and Contingencies | ||
Stockholders' equity: | ||
Additional paid-in capital | 201,922 | 201,535 |
Treasury stock, at cost (86 shares of Class A common stock) | (2,662) | (2,662) |
Accumulated deficit | (164,200) | (170,114) |
Total stockholders' equity | 35,156 | 28,854 |
Total liabilities and stockholders' equity | 46,688 | 42,473 |
Nonrelated Party | ||
Current assets: | ||
Accounts receivable | 571 | 504 |
Related party | ||
Current assets: | ||
Accounts receivable | 10,381 | 3,291 |
Common Class A | ||
Stockholders' equity: | ||
Common stock | 94 | 93 |
Common Class B | ||
Stockholders' equity: | ||
Common stock | $ 2 | $ 2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Treasury stock (in shares) | 86 | 86 |
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) | 9,517 | 9,337 |
Common stock, shares outstanding (in shares) | 9,432 | 9,252 |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 14,463 | $ 12,813 | $ 33,705 | $ 30,011 |
Operating costs and expenses: | ||||
Cost of revenue | 8,557 | 8,346 | 24,561 | 22,112 |
Selling, general, and administrative | 575 | 537 | 1,711 | 1,393 |
Depreciation and amortization | 74 | 55 | 212 | 149 |
Total operating costs and expenses | 9,206 | 8,938 | 26,484 | 23,654 |
Income (loss) from operations | 5,257 | 3,875 | 7,221 | 6,357 |
Other income (expense): | ||||
Interest expense | 0 | (94) | 0 | (222) |
Gain (loss) on real estate ventures | (241) | (31) | (720) | 238 |
Other income (expense), net | 1 | 1 | 48 | 2 |
Income (loss) from continuing operations before income tax | 5,017 | 3,751 | 6,549 | 6,375 |
Provision for (benefit from) income tax | 332 | 62 | 635 | (42) |
Net income (loss) from continuing operations | 4,685 | 3,689 | 5,914 | 6,417 |
Net income (loss) from discontinued operations, net of tax | 0 | (99) | 0 | (376) |
Net income (loss) | 4,685 | 3,590 | 5,914 | 6,041 |
Impact of Series C preferred stock redemption | 0 | 0 | 0 | 2,046 |
Net income (loss) attributable to common shareholders - basic | 4,685 | 3,590 | 5,914 | 8,087 |
Net income (loss) attributable to common shareholders - diluted | $ 4,685 | $ 3,590 | $ 5,914 | $ 8,087 |
Weighted-average common stock outstanding: | ||||
Basic - weighted-average common stock outstanding (in shares) | 9,647 | 9,464 | 9,621 | 8,806 |
Diluted - weighted-average common stock outstanding (in shares) | 10,130 | 10,007 | 10,082 | 9,363 |
Net income (loss) per share: | ||||
Basic - continuing operations (in dollars per share) | $ 0.49 | $ 0.39 | $ 0.61 | $ 0.96 |
Basic - discontinued operations (in dollars per share) | 0 | (0.01) | 0 | (0.04) |
Basic net income (loss) per share (in dollars per share) | 0.49 | 0.38 | 0.61 | 0.92 |
Diluted - continuing operations (in dollars per share) | 0.46 | 0.37 | 0.59 | 0.90 |
Diluted - discontinued operations (in dollars per share) | 0 | (0.01) | 0 | (0.04) |
Diluted net income (loss) per share (in dollars per share) | $ 0.46 | $ 0.36 | $ 0.59 | $ 0.86 |
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 Stock Preferred Stock | Common Class A Common Stock | Common Class B Common Stock |
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 |
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] | |||||||
Net income (loss) | 6,041 | ||||||
Ending balance (in shares) at Sep. 30, 2022 | 0 | 9,335 | 220 | ||||
Ending balance at Sep. 30, 2022 | 27,344 | 201,331 | (2,662) | (171,420) | $ 0 | $ 93 | $ 2 |
Beginning balance (in shares) at Mar. 31, 2022 | 3,441 | 8,232 | 220 | ||||
Beginning balance at Mar. 31, 2022 | 26,888 | 200,461 | (2,662) | (177,760) | $ 6,765 | $ 82 | $ 2 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock, net of shares withheld for taxes ( in shares) | 66 | ||||||
Issuance of common stock, net of shares withheld for taxes | (190) | (191) | $ 1 | ||||
Redemption of Series C preferred stock (in shares) | (3,441) | 1,000 | |||||
Redemption of Series C preferred stock | (4,000) | 709 | 2,046 | $ (6,765) | $ 10 | ||
Stock-based compensation | 220 | 220 | |||||
Net income (loss) | 704 | 704 | |||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 9,298 | 220 | ||||
Ending balance at Jun. 30, 2022 | 23,622 | 201,199 | (2,662) | (175,010) | $ 0 | $ 93 | $ 2 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock, net of shares withheld for taxes ( in shares) | 37 | ||||||
Issuance of common stock, net of shares withheld for taxes | (81) | (81) | |||||
Stock-based compensation | 213 | 213 | |||||
Net income (loss) | 3,590 | 3,590 | |||||
Ending balance (in shares) at Sep. 30, 2022 | 0 | 9,335 | 220 | ||||
Ending balance at Sep. 30, 2022 | 27,344 | 201,331 | (2,662) | (171,420) | $ 0 | $ 93 | $ 2 |
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 9,337 | 220 | ||||
Beginning balance at Dec. 31, 2022 | 28,854 | 201,535 | (2,662) | (170,114) | $ 0 | $ 93 | $ 2 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock, net of shares withheld for taxes ( in shares) | 141 | ||||||
Issuance of common stock, net of shares withheld for taxes | (293) | (294) | $ 1 | ||||
Stock-based compensation | 238 | 238 | |||||
Net income (loss) | 754 | 754 | |||||
Ending balance (in shares) at Mar. 31, 2023 | 0 | 9,478 | 220 | ||||
Ending balance at Mar. 31, 2023 | 29,553 | 201,479 | (2,662) | (169,360) | $ 0 | $ 94 | $ 2 |
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 9,337 | 220 | ||||
Beginning balance at Dec. 31, 2022 | 28,854 | 201,535 | (2,662) | (170,114) | $ 0 | $ 93 | $ 2 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 5,914 | ||||||
Ending balance (in shares) at Sep. 30, 2023 | 0 | 9,517 | 220 | ||||
Ending balance at Sep. 30, 2023 | 35,156 | 201,922 | (2,662) | (164,200) | $ 0 | $ 94 | $ 2 |
Beginning balance (in shares) at Mar. 31, 2023 | 0 | 9,478 | 220 | ||||
Beginning balance at Mar. 31, 2023 | 29,553 | 201,479 | (2,662) | (169,360) | $ 0 | $ 94 | $ 2 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock, net of shares withheld for taxes ( in shares) | 33 | ||||||
Issuance of common stock, net of shares withheld for taxes | (96) | (96) | |||||
Stock-based compensation | 266 | 266 | |||||
Net income (loss) | 475 | 475 | |||||
Ending balance (in shares) at Jun. 30, 2023 | 0 | 9,511 | 220 | ||||
Ending balance at Jun. 30, 2023 | 30,198 | 201,649 | (2,662) | (168,885) | $ 0 | $ 94 | $ 2 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock, net of shares withheld for taxes ( in shares) | 6 | ||||||
Issuance of common stock, net of shares withheld for taxes | 0 | 0 | |||||
Stock-based compensation | 273 | 273 | |||||
Net income (loss) | 4,685 | 4,685 | |||||
Ending balance (in shares) at Sep. 30, 2023 | 0 | 9,517 | 220 | ||||
Ending balance at Sep. 30, 2023 | $ 35,156 | $ 201,922 | $ (2,662) | $ (164,200) | $ 0 | $ 94 | $ 2 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Activities - Continuing Operations | ||
Net income (loss) from continuing operations | $ 5,914 | $ 6,417 |
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 212 | 149 |
Stock-based compensation | 777 | 629 |
(Gain) loss on real estate ventures | 720 | (238) |
Distributions from real estate ventures | 44 | 0 |
Deferred income taxes | 635 | (149) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (7,157) | (5,814) |
Prepaid expenses and other current assets | (43) | (143) |
Accrued personnel costs | (1,733) | 839 |
Accounts payable and accrued liabilities | 233 | 33 |
Other assets and liabilities | 36 | 145 |
Net cash provided by (used in) operating activities | (362) | 1,868 |
Investing Activities - Continuing Operations | ||
Investments in real estate ventures | (89) | (2,694) |
Proceeds from sale of CES | 0 | 1,016 |
Distributions from real estate ventures | 335 | 318 |
Purchase of fixed assets/leasehold improvements/intangibles | (281) | (559) |
Net cash provided by (used in) investing activities | (35) | (1,919) |
Financing Activities - Continuing Operations | ||
Payments under credit facility - due to affiliates | 0 | (5,500) |
Redemption of Series C Preferred Stock | 0 | (4,000) |
Payment of taxes related to the net share settlement of equity awards | (390) | (568) |
Net cash provided by (used in) financing activities | (390) | (10,068) |
Discontinued Operations | ||
Operating cash flows, net | 0 | (321) |
Investing cash flows, net | 0 | 0 |
Financing cash flows, net | 0 | (26) |
Net cash provided by (used in) discontinued operations | 0 | (347) |
Net increase (decrease) in cash and cash equivalents | (787) | (10,466) |
Cash and cash equivalents, beginning of period | 11,722 | 15,823 |
Cash and cash equivalents, end of period | 10,935 | 5,357 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 0 | 222 |
Cash paid for income tax, net | 9 | 80 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Issuance of Series A common stock to redeem Series C preferred stock | 0 | 4,230 |
Right of use assets and lease liabilities at commencement | $ 0 | $ 209 |
Company Overview
Company Overview | 9 Months Ended |
Sep. 30, 2023 | |
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 asset manager, developer, and operator of mixed-use and transit-oriented properties in the Washington, D.C. metropolitan area. On March 31, 2022, the Company completed the sale of Comstock Environmental Services, LLC ("CES"), a wholly owned subsidiary, to August Mack Environmental, Inc. ("August Mack") for approximately $1.4 million of total consideration. (See Note 3 for additional information). On June 13, 2022, the Company completed two separate significant transactions to further deleverage its balance sheet and enhance its long-term revenue outlook and growth potential. The first one with CP Real Estate Services, LC (“CPRES”), an entity owned by Christopher Clemente, Comstock’s Chief Executive Officer, redeemed all outstanding Series C preferred stock at a significant discount to carrying value. Secondly, the Company executed a new asset management agreement with Comstock Partners, LC ("CP"), an entity controlled by Mr. Clemente and wholly owned by Mr. Clemente and certain family members, which covers its Anchor Portfolio of assets (the "2022 AMA"). (See Notes 10 and 14 for additional information). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
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 consolidated 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 2022 Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”) filed with the SEC on March 29, 2023. The consolidated balance sheet as of December 31, 2022 was derived from the audited consolidated financial statements contained in the 2022 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. (See Note 3 for additional information). 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 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 losses, emphasizing an updated model based on current expected credit losses ("CECL") rather than incurred losses. The Company adopted the standard effective January 1, 2023 and determined that adoption of the standard had no material impact on its consolidated financial statements and related disclosures. Recent Accounting Pronouncements - Not Yet Adopted In October 2023, the FASB issued ASU 2023-06, “ Disclosure Improvements – Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative .” This ASU affects a wide variety of topics in the Codification. The effective date for each amendment will be the date on which the removal of the respective related disclosures from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements and related disclosures. In March 2023, the FASB issued ASU 2023-01, “ Leases (Topic 842) – Common Control Arrangements |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On March 31, 2022, the Company completed the sale of 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 of cash 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenue $ — $ — $ — $ 1,460 Cost of revenue — — — (1,568) Selling, general, and administrative — (34) — (375) Other income (expense) — (62) — 87 Pre-tax income (loss) from discontinued operations — (96) — (396) Provision for (benefit from) income tax — 3 — (20) Net income (loss) from discontinued operations $ — $ (99) $ — $ (376) |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets On May 6, 2022, the Company purchased the rights to the www.comstock.com |
Investments in Real Estate Vent
Investments in Real Estate Ventures | 9 Months Ended |
Sep. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Real Estate Ventures | Investments in Real Estate VenturesThe Company's unconsolidated investments in real estate ventures are recorded on the consolidated balance sheets at fair value. The following table summarizes these investments (in thousands): September 30, December 31, Description 2023 2022 Investors X $ 980 $ 1,369 The Hartford 769 953 BLVD Forty Four 1,941 2,135 BLVD Ansel 2,294 2,556 Total $ 5,984 $ 7,013 Investors X In April 2019, the Company entered into a master transfer agreement with CPRES 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 September 30, 2023, the residual cash flow primarily relates to anticipated proceeds from the sale of rezoned residential lots. The cash will be released as land development work associated with these projects is completed and lots are sold. (See Note 14 for additional information). The Hartford In December 2019, the Company entered into a joint venture with CP to acquire a Class-A office building 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 being 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 $87.0 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 September 30, 2023, the Company’s ownership interest in the Hartford was 2.5%. (See Note 14 for additional information). BLVD Forty Four In October 2021, the Company entered into a joint venture with CP to acquire a stabilized 15-story, luxury high-rise apartment building in Rockville, Maryland that was built in 2015, which we rebranded as BLVD Forty Four. Located one block from the Rockville Station on Metro's Red Line and in the heart of the I-270 Technology and Life Science Corridor, 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 is entitled to receive investment related income and promote distributions 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 September 30, 2023, the Company’s ownership interest in BLVD Forty Four was 5.0%. (See Note 14 for additional information). BLVD Ansel In March 2022, the Company entered into a joint venture with CP to acquire BLVD Ansel, a newly completed 18-story, luxury high-rise apartment building with 250 units located adjacent to the Rockville Metro Station and BLVD Forty Four in Rockville, Maryland. BLVD Ansel features approximately 20,000 square feet of retail space, 611 parking spaces, and expansive amenities including multiple private workspaces designed to meet the needs of remote-working residents. In connection with the transaction, the Company received an acquisition fee and is entitled to receive investment related income and promote distributions 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 September 30, 2023, the Company’s ownership interest in BLVD Ansel was 5.0%. (See Note 14 for additional 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, 2022 $ 7,013 Investments 89 Distributions (379) Change in fair value (739) Balance as of September 30, 2023 $ 5,984 Other Investments |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company has operating leases for office space leased in various buildings for its own use. The Company's leases typically have 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 Company's respective asset management agreements. (See Note 14 for additional information). The following table summarizes operating lease costs, by type (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease costs Fixed lease costs $ 297 $ 255 $ 890 $ 763 Variable lease costs 109 88 348 264 Total operating lease costs $ 406 $ 343 $ 1,238 $ 1,027 The following table presents supplemental cash flow information related to the Company's operating leases (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cash paid for lease liabilities: Operating cash flows from operating leases $ 391 $ 317 $ 1,191 $ 970 As of September 30, 2023, the Company's operating leases had a weighted-average remaining lease term of 7.0 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 2023 (3 months) $ 288 2024 1,167 2025 1,194 2026 1,222 2027 1,204 Thereafter 3,568 Total future lease payments 8,643 Imputed interest (1,312) Total lease liabilities $ 7,331 The Company does not have any leases which have not yet commenced as of September 30, 2023. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Credit Facility - Due to Affiliates On March 19, 2020, the Company entered into a five-year Revolving Capital Line of Credit Agreement with CPRES, pursuant to which the Company secured a $10.0 million capital line of credit (the “Credit Facility”). Upon entering the agreement, the Company made an initial $5.5 million draw. 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
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 6 for additional information) 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; however, the Company is not aware of any reasonably possible losses that would have a material impact on its results of operations, financial position, or liquidity. The Company expenses legal defense costs as they are incurred. |
Fair Value Disclosures
Fair Value Disclosures | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | Fair Value Disclosures As of September 30, 2023, the carrying amount of cash and cash equivalents, accounts receivable, other current assets, and accounts payable approximated fair value because of the short-term nature of these instruments. As of September 30, 2023, 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). (See Note 5 for additional information). |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
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 upon transfer. As of September 30, 2023, 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. Series C Preferred Stock has a discretionary, non-cumulative, dividend feature and is redeemable by holders in the event of liquidation or change in control of the Company. On June 13, 2022, the Company entered into a Share Exchange and Purchase Agreement ("SEPA") with CPRES, pursuant to which the Company acquired from CPRES all outstanding shares of its non-convertible and non-redeemable Series C preferred stock for (i) 1.0 million shares of the Company’s Class A common stock, valued at the consolidated closing bid price of the Class A shares on Nasdaq on the business day immediately preceding the entry into the SEPA, and (ii) $4.0 million in cash. The SEPA was unanimously approved by the independent directors of the Company. Upon completion of the transaction, all of the shares of Series C preferred stock were immediately cancelled and fully retired. At the time of the transaction, the total carrying value of the Series C preferred stock (including the related additional paid-in capital) was $10.3 million. The share exchange was accounted for as a redemption; therefore, the $2.0 million difference between the carrying value and the $8.3 million fair value of the consideration paid upon redemption was added to net income to arrive at income attributable to common stockholders and calculate net income (loss) per share for the Company's third and fourth quarters of fiscal year 2022. 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 September 30, 2023, there were 1.4 million shares of Class A common stock available for issuance under the 2019 Plan. During the three and nine months ended September 30, 2023, the Company recorded stock-based compensation expense of $0.3 million and $0.8 million, respectively. During the three and nine months ended September 30, 2022, the Company recorded stock-based compensation expense of $0.2 million and $0.6 million, respectively. Stock-based compensation costs are included in selling, general, and administrative expense on the Company's consolidated statements of operations. As of September 30, 2023, there was $1.1 million of total unrecognized stock-based compensation, which is expected to be recognized over a weighted-average period of 1.9 years. 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-year 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, 2022 702 $ 2.95 Granted 279 4.03 Released (256) 2.71 Canceled/Forfeited (16) 3.38 Balance as of September 30, 2023 709 $ 3.46 Vested and expected to vest after September 30, 2023 713 3.46 The total intrinsic value of RSUs that vested during the nine months ended September 30, 2023 and 2022 was $1.1 million and $1.0 million, respectively. 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, 2022 131 $ 4.08 4.4 $ 172 Granted — — Exercised — — Canceled/Forfeited — — Expired (4) 8.26 Balance as of September 30, 2023 127 $ 3.93 3.8 $ 226 Exercisable as of September 30, 2023 127 $ 3.93 3.8 $ 226 There were no stock option exercises during the nine months ended September 30, 2023. The total intrinsic value of stock options exercised during the nine months ended September 30, 2022 was $0.6 million. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue All of the Company's revenue for the three and nine months ended September 30, 2023 and 2022 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenue by Line of Business Asset management $ 10,606 $ 9,391 $ 22,502 $ 20,926 Property management 2,605 2,508 7,731 6,831 Parking management 1,252 914 3,472 2,254 Total revenue $ 14,463 $ 12,813 $ 33,705 $ 30,011 Revenue by Customer Type Related party $ 14,162 $ 12,549 $ 32,856 $ 29,477 Commercial 301 264 849 534 Total revenue $ 14,463 $ 12,813 $ 33,705 $ 30,011 Revenue by Contract Type 1 Fixed-price $ 1,299 $ 1,683 $ 4,063 $ 5,222 Cost-plus 10,090 8,503 20,685 17,859 Variable 3,074 2,627 8,957 6,930 Total revenue $ 14,463 $ 12,813 $ 33,705 $ 30,011 1 Certain contracts contain multiple revenue streams with characteristics that lend to classification in more than one category |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesDeferred 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 2019, the Company had recorded valuation allowances for certain tax attributes and deferred tax assets due to the existence of sufficient uncertainty regarding the future realization of those deferred tax assets through future taxable income. Based on its recent financial performance and current forecasts of future operating results, the Company conducts a quarterly analysis to determine if it is more likely than not that a portion of the deferred tax assets related to its net operating loss carryforwards will be utilized in future periods. The Company's effective tax rate in any given period is directly impacted by the timing and magnitude of any partial valuation allowance releases.The Company's effective tax rates for the three and nine months ended September 30, 2023 and 2022 differ from the U.S. federal statutory tax rate of 21%, primarily due to state income taxes and the impact of valuation allowance releases of $1.4 million and $1.5 million, respectively. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Net income (loss) from continuing operations - Basic and Diluted $ 4,685 $ 3,689 $ 5,914 $ 6,417 Impact of Series C preferred stock redemption — — — 2,046 Net income (loss) from continuing operations attributable to common stockholders - Basic and Diluted 4,685 3,689 5,914 8,463 Net income (loss) from discontinued operations - Basic and Diluted — (99) — (376) Net income (loss) attributable to common shareholders - Basic and Diluted $ 4,685 $ 3,590 $ 5,914 $ 8,087 Denominator: Weighted-average common shares outstanding - Basic 9,647 9,464 9,621 8,806 Effect of common share equivalents 483 543 461 557 Weighted-average common shares outstanding - Diluted 10,130 10,007 10,082 9,363 Net income (loss) per share: Basic - Continuing operations $ 0.49 $ 0.39 $ 0.61 $ 0.96 Basic - Discontinued operations — (0.01) — (0.04) Basic net income (loss) per share $ 0.49 $ 0.38 $ 0.61 $ 0.92 Diluted - Continuing operations $ 0.46 $ 0.37 $ 0.59 $ 0.90 Diluted - Discontinued operations — (0.01) — (0.04) Diluted net income (loss) per share $ 0.46 $ 0.36 $ 0.59 $ 0.86 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Restricted stock units — — 2 — Stock options 29 33 29 30 Warrants 75 96 74 84 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Asset Management Agreements On June 13, 2022, CHCI Asset Management, L.C. (“CAM”), an entity wholly owned by the Company, entered into a new master asset management agreement with CP (the “2022 AMA”) that superseded in its entirety the previous asset management agreement between CAM and CPRES dated April 30, 2019 (the “2019 AMA”). Entry into the 2022 AMA was unanimously approved by the independent directors of the Company. Consistent with the structure of the 2019 AMA, the 2022 AMA engages CAM to manage and administer CP’s commercial real estate portfolio (the "Anchor Portfolio") and the day to-day operations of CP and each property-owning subsidiary of CP (collectively, the “CP Entities”). CAM will provide investment advisory, development, and asset management services necessary to build out, stabilize and manage the Anchor Portfolio, which currently consists primarily of two of the larger transit-oriented, mixed-use developments located on Washington D.C. Metro’s Silver Line (Reston Station and Loudoun Station) that are owned by CP Entities and ultimately controlled by Mr. Clemente. Pursuant to the fee structures set forth in both the 2022 AMA and 2019 AMA, CAM is entitled to receive an annual payment equal to the greater of the "Cost-Plus Fee" or the "Market Rate Fee". The Cost-Plus Fee is equal to the sum of (i) the comprehensive costs incurred by or for providing services to the Anchor Portfolio, (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 of a public company, and (iii) a fixed annual payment of $1.0 million. The Market Rate Fee calculation is defined in the respective asset management agreements as the sum of the fees detailed in the following table: Description 2022 AMA 2019 AMA Asset Management Fee 2.5% of Anchor Portfolio revenue 2.5% of Anchor Portfolio revenue Entitlement Fee 15% of total re-zoning costs Encompassed in Development and Construction Fee Development and Construction Fee 5% of development costs (excluding previously charged Entitlement Fees) 4% of development costs Property Management Fee 1% of Anchor Portfolio revenue 1% of Anchor Portfolio revenue Acquisition Fee 1% on first $50 million of purchase price; 0.5% above $50 million 0.5% of purchase price Disposition Fee 1% on first $50 million of sale price; 0.5% above $50 million 0.5% of sale price In addition to the annual payment of either the Market Rate Fee or the Cost-Plus Fee, CAM is also entitled on an annual basis to receive certain supplemental fees, as detailed for the respective asset management agreements in the following table: Description 2022 AMA 2019 AMA Incentive Fee When receiving Market Rate Fee: On a mark-to-market basis, equal to 20% of the imputed profit of certain real estate assets comprising the Anchor Portfolio for which a Triggering Event 1 has occurred, after calculating a compounding preferred return of 8% on CP invested capital (the “Market Incentive Fee”) When receiving the Cost-Plus Fee: On a mark-to-market basis, an incentive fee equal to 10% of the imputed profit of certain real estate assets comprising the Anchor Portfolio for which a Triggering Event 1 has occurred, after calculating a compounding preferred return of 8% on CP invested capital (the “Base Incentive Fee”) 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 Investment Origination Fee 1% of raised capital 1% of raised capital Leasing Fee $1/per sqft. for new leases and $0.50/per sqft. for lease renewals $1/per sqft. for new leases and $0.50/ per sqft. for lease renewals Loan Origination Fee 1% of any Financing Transaction or other commercially reasonable and mutually agreed upon fee 1% of any Financing Transaction or other commercially reasonable and mutually agreed upon fee 1 Triggering events are differentiated between operating assets (i.e. those already in service) and assets under development. Operating asset triggering events are scheduled for specific dates, whereas triggering events for assets under development are tied to various metrics that indicate stabilization, such as occupancy and leasing rates. The 2022 AMA will terminate on January 1, 2035 (“Initial Term”), and will automatically renew for successive additional one year terms (each an “Extension Term”) unless CP delivers written notice of non-renewal of the 2022 AMA at least 180 days prior to the termination date of the Initial Term or any Extension Term. Twenty-four months after the effective date of the 2022 AMA, CP is entitled to terminate the 2022 AMA without cause upon 180 days advance written notice 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 2022 AMA, CP is required to pay a termination fee equal to two times the Cost-Plus Fee or Market Rate Fee paid to CAM for the calendar year immediately preceding the termination. Residential, Commercial, and Parking Property Management Agreements The Company entered into separate residential property management agreements with properties owned by CP 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 CP 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 CP 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 CP Entities under which the Company receives certain finders fees in connection with the procurement of new leases for such properties where an external broker is not engaged on behalf of the CP Entities. Such leasing fees are supplemental to the fees generated from the Company's management agreements referenced above and are generally 1-2% of the future lease payments to be received by the CP Entity from the executed lease. 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, which ended on December 31, 2022, was $0.9 million payable in 15 quarterly installments of $0.1 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 BC Management Agreement is structured in successive one year terms. The BC Management Agreement provides that CPRES will pay CAM an annual management fee equal to $0.4 million, payable in equal monthly installments 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 CP 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 CP. In February 2020, the Company, CP 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 CP’s 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 CP, respectively, hold minority membership interests in, and DWF holds the majority membership interest in, DWC. ( See Note 5 for additional information). BLVD Forty Four/BLVD Ansel In October 2021 and March 2022, the Company entered into joint ventures with CP 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, and oversight of management services by majority equity holders, the Company concluded that the power to direct activities that most significantly impact economic performance is shared. Given that the Company is not the entity most closely associated with the properties, it concluded that it is not the primary beneficiary and does not have a controlling financial interest in either property. (See Note 5 for additional information). Corporate Leases 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 Christopher Clemente, its Chief Executive Officer, and his family as landlord. On November 1, 2022, the Company executed a 3,778 square foot lease expansion agreement with terms that align with the original agreement. ( See Note 6 for additional information). On January 1, 2022, ParkX Management, LC, a subsidiary of the Company, entered into a five-year lease agreement for its parking operations monitoring center with an affiliate controlled and owned by Christopher Clemente, its Chief Executive Officer, and his family as landlord. ( See Note 6 for additional information). Series C Preferred Stock Redemption |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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 consolidated 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 2022 Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”) filed with the SEC on March 29, 2023. The consolidated balance sheet as of December 31, 2022 was derived from the audited consolidated financial statements contained in the 2022 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. (See Note 3 for additional information). |
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 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 losses, emphasizing an updated model based on current expected credit losses ("CECL") rather than incurred losses. The Company adopted the standard effective January 1, 2023 and determined that adoption of the standard had no material impact on its consolidated financial statements and related disclosures. Recent Accounting Pronouncements - Not Yet Adopted In October 2023, the FASB issued ASU 2023-06, “ Disclosure Improvements – Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative .” This ASU affects a wide variety of topics in the Codification. The effective date for each amendment will be the date on which the removal of the respective related disclosures from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements and related disclosures. In March 2023, the FASB issued ASU 2023-01, “ Leases (Topic 842) – Common Control Arrangements |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenue $ — $ — $ — $ 1,460 Cost of revenue — — — (1,568) Selling, general, and administrative — (34) — (375) Other income (expense) — (62) — 87 Pre-tax income (loss) from discontinued operations — (96) — (396) Provision for (benefit from) income tax — 3 — (20) Net income (loss) from discontinued operations $ — $ (99) $ — $ (376) |
Investments in Real Estate Ve_2
Investments in Real Estate Ventures (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments, Group of Investment Consolidated Balance Sheet at Fair Value | The following table summarizes these investments (in thousands): September 30, December 31, Description 2023 2022 Investors X $ 980 $ 1,369 The Hartford 769 953 BLVD Forty Four 1,941 2,135 BLVD Ansel 2,294 2,556 Total $ 5,984 $ 7,013 |
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, 2022 $ 7,013 Investments 89 Distributions (379) Change in fair value (739) Balance as of September 30, 2023 $ 5,984 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Lease Cost and Cash Flow Information | The following table summarizes operating lease costs, by type (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease costs Fixed lease costs $ 297 $ 255 $ 890 $ 763 Variable lease costs 109 88 348 264 Total operating lease costs $ 406 $ 343 $ 1,238 $ 1,027 The following table presents supplemental cash flow information related to the Company's operating leases (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cash paid for lease liabilities: Operating cash flows from operating leases $ 391 $ 317 $ 1,191 $ 970 |
Schedule of Maturities of Lease Liabilities | The following table summarizes future lease payments (in thousands): Year Ending December 31, Operating Leases 2023 (3 months) $ 288 2024 1,167 2025 1,194 2026 1,222 2027 1,204 Thereafter 3,568 Total future lease payments 8,643 Imputed interest (1,312) Total lease liabilities $ 7,331 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022 702 $ 2.95 Granted 279 4.03 Released (256) 2.71 Canceled/Forfeited (16) 3.38 Balance as of September 30, 2023 709 $ 3.46 Vested and expected to vest after September 30, 2023 713 3.46 |
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, 2022 131 $ 4.08 4.4 $ 172 Granted — — Exercised — — Canceled/Forfeited — — Expired (4) 8.26 Balance as of September 30, 2023 127 $ 3.93 3.8 $ 226 Exercisable as of September 30, 2023 127 $ 3.93 3.8 $ 226 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenue by Line of Business Asset management $ 10,606 $ 9,391 $ 22,502 $ 20,926 Property management 2,605 2,508 7,731 6,831 Parking management 1,252 914 3,472 2,254 Total revenue $ 14,463 $ 12,813 $ 33,705 $ 30,011 Revenue by Customer Type Related party $ 14,162 $ 12,549 $ 32,856 $ 29,477 Commercial 301 264 849 534 Total revenue $ 14,463 $ 12,813 $ 33,705 $ 30,011 Revenue by Contract Type 1 Fixed-price $ 1,299 $ 1,683 $ 4,063 $ 5,222 Cost-plus 10,090 8,503 20,685 17,859 Variable 3,074 2,627 8,957 6,930 Total revenue $ 14,463 $ 12,813 $ 33,705 $ 30,011 1 Certain contracts contain multiple revenue streams with characteristics that lend to classification in more than one category |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Net income (loss) from continuing operations - Basic and Diluted $ 4,685 $ 3,689 $ 5,914 $ 6,417 Impact of Series C preferred stock redemption — — — 2,046 Net income (loss) from continuing operations attributable to common stockholders - Basic and Diluted 4,685 3,689 5,914 8,463 Net income (loss) from discontinued operations - Basic and Diluted — (99) — (376) Net income (loss) attributable to common shareholders - Basic and Diluted $ 4,685 $ 3,590 $ 5,914 $ 8,087 Denominator: Weighted-average common shares outstanding - Basic 9,647 9,464 9,621 8,806 Effect of common share equivalents 483 543 461 557 Weighted-average common shares outstanding - Diluted 10,130 10,007 10,082 9,363 Net income (loss) per share: Basic - Continuing operations $ 0.49 $ 0.39 $ 0.61 $ 0.96 Basic - Discontinued operations — (0.01) — (0.04) Basic net income (loss) per share $ 0.49 $ 0.38 $ 0.61 $ 0.92 Diluted - Continuing operations $ 0.46 $ 0.37 $ 0.59 $ 0.90 Diluted - Discontinued operations — (0.01) — (0.04) Diluted net income (loss) per share $ 0.46 $ 0.36 $ 0.59 $ 0.86 |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Restricted stock units — — 2 — Stock options 29 33 29 30 Warrants 75 96 74 84 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Market Rate Fee | The Market Rate Fee calculation is defined in the respective asset management agreements as the sum of the fees detailed in the following table: Description 2022 AMA 2019 AMA Asset Management Fee 2.5% of Anchor Portfolio revenue 2.5% of Anchor Portfolio revenue Entitlement Fee 15% of total re-zoning costs Encompassed in Development and Construction Fee Development and Construction Fee 5% of development costs (excluding previously charged Entitlement Fees) 4% of development costs Property Management Fee 1% of Anchor Portfolio revenue 1% of Anchor Portfolio revenue Acquisition Fee 1% on first $50 million of purchase price; 0.5% above $50 million 0.5% of purchase price Disposition Fee 1% on first $50 million of sale price; 0.5% above $50 million 0.5% of sale price |
Schedule of Supplemental Fees | In addition to the annual payment of either the Market Rate Fee or the Cost-Plus Fee, CAM is also entitled on an annual basis to receive certain supplemental fees, as detailed for the respective asset management agreements in the following table: Description 2022 AMA 2019 AMA Incentive Fee When receiving Market Rate Fee: On a mark-to-market basis, equal to 20% of the imputed profit of certain real estate assets comprising the Anchor Portfolio for which a Triggering Event 1 has occurred, after calculating a compounding preferred return of 8% on CP invested capital (the “Market Incentive Fee”) When receiving the Cost-Plus Fee: On a mark-to-market basis, an incentive fee equal to 10% of the imputed profit of certain real estate assets comprising the Anchor Portfolio for which a Triggering Event 1 has occurred, after calculating a compounding preferred return of 8% on CP invested capital (the “Base Incentive Fee”) 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 Investment Origination Fee 1% of raised capital 1% of raised capital Leasing Fee $1/per sqft. for new leases and $0.50/per sqft. for lease renewals $1/per sqft. for new leases and $0.50/ per sqft. for lease renewals Loan Origination Fee 1% of any Financing Transaction or other commercially reasonable and mutually agreed upon fee 1% of any Financing Transaction or other commercially reasonable and mutually agreed upon fee 1 Triggering events are differentiated between operating assets (i.e. those already in service) and assets under development. Operating asset triggering events are scheduled for specific dates, whereas triggering events for assets under development are tied to various metrics that indicate stabilization, such as occupancy and leasing rates. |
Company Overview (Details)
Company Overview (Details) $ in Millions | Sep. 30, 2023 subsidiary | Mar. 31, 2022 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of subsidiaries | subsidiary | 4 | |
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 | $ | $ 1.4 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from sale of CES | $ 0 | $ 1,016 | ||
Discontinued operation gain loss on disposal statement of income or comprehensive income extensible enumeration not disclosed flag | true | |||
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, loss on disposal of discontinued operation, net of tax | $ 200 |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 1,460 |
Cost of revenue | 0 | 0 | 0 | (1,568) |
Selling, general, and administrative | 0 | (34) | 0 | (375) |
Other income (expense) | 0 | (62) | 0 | 87 |
Pre-tax income (loss) from discontinued operations | 0 | (96) | 0 | (396) |
Provision for (benefit from) income tax | 0 | 3 | 0 | (20) |
Net income (loss) from discontinued operations | $ 0 | $ (99) | $ 0 | $ (376) |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | May 06, 2022 |
Indefinite-Lived Intangible Assets [Line Items] | |||
Intangible assets | $ 144 | $ 144 | |
Internet Domain Names | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Intangible assets | $ 100 |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Equity Method Investments [Line Items] | ||
Investments in real estate ventures | $ 5,984 | $ 7,013 |
Investors X | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in real estate ventures | 980 | 1,369 |
The Hartford | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in real estate ventures | 769 | 953 |
BLVD Forty Four | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in real estate ventures | 1,941 | 2,135 |
BLVD Ansel | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in real estate ventures | $ 2,294 | $ 2,556 |
Investments in Real Estate Ve_4
Investments in Real Estate Ventures - Narrative (Detail) ft² in Thousands, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Mar. 31, 2022 unit parkingSpace ft² | Oct. 31, 2021 ft² unit | Dec. 31, 2019 ft² | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Feb. 29, 2020 USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Proportionate share of net income and distributions, amount | $ | $ 0 | $ 0.1 | $ 0 | $ 0 | ||||
The Hartford | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Number of square foot | 211 | |||||||
Maximum borrowing capacity | $ | $ 87 | |||||||
The Hartford | Related party | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Percentage of ownership interest | 2.50% | 2.50% | ||||||
BLVD Forty Four | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Number of square foot | 16 | |||||||
Number of units in property | unit | 263 | |||||||
BLVD Forty Four | Related party | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Percentage of ownership interest | 5% | 5% | ||||||
BLVD Ansel | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Number of square foot | 20 | |||||||
Number of units in property | unit | 250 | |||||||
Number of parking spaces | parkingSpace | 611 | |||||||
BLVD Ansel | Related party | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Percentage of ownership interest | 5% | 5% |
Investments in Real Estate Ve_5
Investments in Real Estate Ventures - Schedule of Investments in Real Estate Ventures (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Equity Method Investment and Joint Venture, Fair Value Change [Roll Forward] | ||||
Fair value investments, beginning balance | $ 7,013 | |||
Distributions | (44) | $ 0 | ||
Change in fair value | $ 241 | $ 31 | 720 | $ (238) |
Fair value investments, ending balance | 5,984 | 5,984 | ||
Fair Value, Inputs, Level 3 | ||||
Equity Method Investment and Joint Venture, Fair Value Change [Roll Forward] | ||||
Fair value investments, beginning balance | 7,013 | |||
Investments | 89 | |||
Distributions | (379) | |||
Change in fair value | (739) | |||
Fair value investments, ending balance | $ 5,984 | $ 5,984 |
Leases - Narrative (Detail)
Leases - Narrative (Detail) | Sep. 30, 2023 |
Lessee, Lease, Description [Line Items] | |
Operating lease, weighted average remaining lease term | 7 years |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lease, Cost [Abstract] | ||||
Fixed lease costs | $ 297 | $ 255 | $ 890 | $ 763 |
Variable lease costs | 109 | 88 | 348 | 264 |
Total operating lease costs | $ 406 | $ 343 | $ 1,238 | $ 1,027 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash paid for lease liabilities: | ||||
Operating cash flows from operating leases | $ 391 | $ 317 | $ 1,191 | $ 970 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Leases [Abstract] | |
2023 (3 months) | $ 288 |
2024 | 1,167 |
2025 | 1,194 |
2026 | 1,222 |
2027 | 1,204 |
Thereafter | 3,568 |
Total future lease payments | 8,643 |
Imputed interest | (1,312) |
Total lease liabilities | $ 7,331 |
Debt - Narrative (Details)
Debt - Narrative (Details) - Credit Facility - USD ($) $ in Millions | Mar. 19, 2020 | Sep. 30, 2022 |
WSJ Prime Rate | ||
Line of Credit Facility [Line Items] | ||
Debt instrument spread variable rate | 1% | |
Secured Financing | CDS | ||
Line of Credit Facility [Line Items] | ||
Debt instrument term (in years) | 5 years | |
Maximum borrowing capacity | $ 10 | |
Capital line of credit drawn | $ 5.5 | $ 5.5 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Jun. 13, 2022 USD ($) shares | Sep. 30, 2023 USD ($) vote $ / shares shares | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) installment vote $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 $ / shares shares | Feb. 12, 2019 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock redeemed or called during period, value | $ 4,000 | $ 4,000 | ||||||
Preferred stock, including additional paid in capital, net of discount | 10,300 | |||||||
Impact of Series C preferred stock redemption | 2,000 | $ 0 | $ 0 | $ 0 | $ 2,046 | |||
Preferred stock redemption premium | $ 8,300 | |||||||
Share based compensation cost | 300 | $ 200 | 800 | 600 | ||||
Unrecognized compensation cost related to nonvested stock issuances | $ 1,100 | $ 1,100 | ||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 1 year 10 months 24 days | |||||||
Share-based compensation arrangement by share-based payment award, options, exercises in period, intrinsic value | $ 0 | 600 | ||||||
Restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of annual installments | installment | 4 | |||||||
Vesting period | 4 years | |||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, aggregate intrinsic value, vested | $ 1,100 | $ 1,000 | ||||||
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% | |||||||
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% | |||||||
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 | $ 0.01 | |||||
Common stock, number of votes per share | vote | 15 | 15 | ||||||
Common stock, shares issued (in shares) | shares | 220 | 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 | $ 0.01 | |||||
Common stock, number of votes per share | vote | 1 | 1 | ||||||
Redemption of Series C preferred stock (in shares) | shares | 1,000 | |||||||
Common stock, shares issued (in shares) | shares | 9,517 | 9,517 | 9,337 | |||||
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 | 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 | $ 0.01 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary Information about Stock Option Activity (Details) - Restricted stock units shares in Thousands | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
RSUs Outstanding | |
Restricted shares, beginning balance (in shares) | shares | 702 |
Restricted shares, granted (in shares) | shares | 279 |
Restricted shares, released (in shares) | shares | (256) |
Restricted shares, canceled/forfeited (in shares) | shares | (16) |
Restricted shares, ending balance (in shares) | shares | 709 |
Vested and expected to vest shares (in shares) | shares | 713 |
Weighted-Average Grant Date Fair Value | |
Weighted average grant date fair value, beginning balance (in dollars per share) | $ / shares | $ 2.95 |
Weighted average grant date fair value, granted (in dollars per share) | $ / shares | 4.03 |
Weighted average grant date fair value, released (in dollars per share) | $ / shares | 2.71 |
Weighted average grant date fair value, canceled/forfeited (in dollars per share) | $ / shares | 3.38 |
Weighted average grant date fair value, ending balance (in dollars per share) | $ / shares | 3.46 |
Weighted average grant date fair value, vested and expected to vest (in dollars per share) | $ / shares | $ 3,460 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Company's Restricted Share Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Options Outstanding | ||
Beginning balance (in shares) | 131 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Canceled/forfeited (in shares) | 0 | |
Expired (in shares) | (4) | |
Ending balance (in shares) | 127 | 131 |
Exercisable (in shares) | 127 | |
Weighted- Average Exercise Price | ||
Weighted average exercise price, beginning balance (in dollars per share) | $ 4.08 | |
Weighted average exercise price, granted (in dollars per share) | 0 | |
Weighted average exercise price, exercised (in dollars per share) | 0 | |
Weighted average exercise price, canceled/forfeited (in dollars per share) | 0 | |
Weighted average exercise price, expired (in dollars per share) | 8.26 | |
Weighted average exercise price, ending balance (in dollars per share) | 3.93 | $ 4.08 |
Weighted average exercise price, exercisable (in dollars per share) | $ 3.93 | |
Weighted-average remaining contractual term, outstanding | 3 years 9 months 18 days | 4 years 4 months 24 days |
Weighted-average remaining contractual term, exercisable | 3 years 9 months 18 days | |
Aggregate intrinsic value outstanding | $ 226 | $ 172 |
Aggregate intrinsic value exercisable | $ 226 |
Revenue - Summary of Revenues f
Revenue - Summary of Revenues from Contracts with Customers Disaggregated by Categories (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 14,463 | $ 12,813 | $ 33,705 | $ 30,011 |
Related party | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 14,162 | 12,549 | 32,856 | 29,477 |
Commercial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 301 | 264 | 849 | 534 |
Fixed-price | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,299 | 1,683 | 4,063 | 5,222 |
Cost-plus | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,090 | 8,503 | 20,685 | 17,859 |
Variable | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,074 | 2,627 | 8,957 | 6,930 |
Asset management | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 10,606 | 9,391 | 22,502 | 20,926 |
Property management | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,605 | 2,508 | 7,731 | 6,831 |
Parking management | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 1,252 | $ 914 | $ 3,472 | $ 2,254 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||||
Incentive Fee Revenue | $ 4.8 | $ 3.9 | $ 4.8 | $ 3.9 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate reconciliation, change in deferred tax assets valuation allowance, amount | $ (1.4) | $ (1.5) | $ (1.4) | $ (1.5) |
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 | 9 Months Ended | |||
Jun. 13, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | |||||
Net income (loss) from continuing operations - Basic and Diluted | $ 4,685 | $ 3,689 | $ 5,914 | $ 6,417 | |
Impact of Series C preferred stock redemption | $ 2,000 | 0 | 0 | 0 | 2,046 |
Net income (loss) from continuing operations attributable to common stockholders - basic | 4,685 | 3,689 | 5,914 | 8,463 | |
Net income (loss) from continuing operations attributable to common stockholders - diluted | 4,685 | 3,689 | 5,914 | 8,463 | |
Net income (loss) from discontinued operations - Basic and Diluted | 0 | (99) | 0 | (376) | |
Net income (loss) attributable to common shareholders - basic | 4,685 | 3,590 | 5,914 | 8,087 | |
Net income (loss) attributable to common shareholders - diluted | $ 4,685 | $ 3,590 | $ 5,914 | $ 8,087 | |
Denominator: | |||||
Basic - weighted-average common stock shares outstanding (in shares) | 9,647 | 9,464 | 9,621 | 8,806 | |
Effect of common share equivalents (in shares) | 483 | 543 | 461 | 557 | |
Diluted - weighted-average common shares outstanding (in shares) | 10,130 | 10,007 | 10,082 | 9,363 | |
Net income (loss) per share: | |||||
Basic - continuing operations (in dollars per share) | $ 0.49 | $ 0.39 | $ 0.61 | $ 0.96 | |
Basic - discontinued operations (in dollars per share) | 0 | (0.01) | 0 | (0.04) | |
Basic net income (loss) per share (in dollars per share) | 0.49 | 0.38 | 0.61 | 0.92 | |
Diluted - continuing operations (in dollars per share) | 0.46 | 0.37 | 0.59 | 0.90 | |
Diluted - discontinued operations (in dollars per share) | 0 | (0.01) | 0 | (0.04) | |
Diluted net income (loss) per share (in dollars per share) | $ 0.46 | $ 0.36 | $ 0.59 | $ 0.86 |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
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 | 2 | 0 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from diluted share computation (in shares) | 29 | 33 | 29 | 30 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from diluted share computation (in shares) | 75 | 96 | 74 | 84 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Detail) $ in Millions | 9 Months Ended | |||||||
Nov. 01, 2022 ft² | Jun. 13, 2022 USD ($) | Apr. 30, 2019 USD ($) installment | Sep. 30, 2023 | Jan. 01, 2022 | Nov. 01, 2020 | Feb. 07, 2020 | Jul. 01, 2019 USD ($) | |
Business Management Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, expiration period | 1 year | |||||||
Management fee payable | $ 0.4 | |||||||
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% | |||||||
CDS | Construction Management Agreement | Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of construction management fee | 4% | |||||||
CDS | Lease Procurement Agreement | Minimum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Future lease payment percentage of leasing fee | 1% | |||||||
CDS | Lease Procurement Agreement | Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Future lease payment percentage of leasing fee | 2% | |||||||
CDS | 2019 Amended Asset Management Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Fixed annual payment | $ 1 | |||||||
CDS | 2022 Amended Asset Management Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Fixed annual payment | $ 1 | |||||||
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 | |||||||
Agreement cost-plus and market rate fee, multiply, termination fee payment | 200% | |||||||
Comstock Investors X | Business Management Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate fee payable | $ 0.9 | |||||||
Number of installments of fee payment | installment | 15 | |||||||
Fee payable in installments | $ 0.1 | |||||||
Related party | DWC Operating Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of membership interest owned by company and partners | 100% | |||||||
Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating lease, term of contract | 10 years | |||||||
Affiliated Entity | Lease Expansion Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of square foot | ft² | 3,778 | |||||||
ParkX Management, LC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating lease, term of contract | 5 years |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Market Rate Fee (Details) - CDS $ in Millions | Jun. 13, 2022 USD ($) |
Asset Management Fee | 2022 Amended Asset Management Agreement | |
Related Party Transaction [Line Items] | |
Percentage of anchor portfolio revenue | 2.50% |
Asset Management Fee | 2019 Amended Asset Management Agreement | |
Related Party Transaction [Line Items] | |
Percentage of anchor portfolio revenue | 2.50% |
Entitlement Fee | 2022 Amended Asset Management Agreement | |
Related Party Transaction [Line Items] | |
Percentage of re-zoning costs | 15% |
Development and Construction Fee | 2022 Amended Asset Management Agreement | |
Related Party Transaction [Line Items] | |
Percentage of development costs | 5% |
Development and Construction Fee | 2019 Amended Asset Management Agreement | |
Related Party Transaction [Line Items] | |
Percentage of development costs | 4% |
Property Management Fee | 2022 Amended Asset Management Agreement | |
Related Party Transaction [Line Items] | |
Percentage of anchor portfolio revenue | 1% |
Property Management Fee | 2019 Amended Asset Management Agreement | |
Related Party Transaction [Line Items] | |
Percentage of anchor portfolio revenue | 1% |
Acquisition Fee | 2022 Amended Asset Management Agreement | Asset Management Agreement | |
Related Party Transaction [Line Items] | |
Asset acquisition, price of acquisition, expected | $ 50 |
Acquisition Fee | 2022 Amended Asset Management Agreement | Minimum | |
Related Party Transaction [Line Items] | |
Percentage of purchase price | 1% |
Acquisition Fee | 2022 Amended Asset Management Agreement | Maximum | |
Related Party Transaction [Line Items] | |
Percentage of purchase price | 0.50% |
Acquisition Fee | 2019 Amended Asset Management Agreement | |
Related Party Transaction [Line Items] | |
Percentage of purchase price | 0.50% |
Disposition Fee | 2022 Amended Asset Management Agreement | Asset Management Agreement | |
Related Party Transaction [Line Items] | |
Asset acquisition, price of acquisition, expected | $ 50 |
Disposition Fee | 2022 Amended Asset Management Agreement | Minimum | |
Related Party Transaction [Line Items] | |
Percentage sales price | 1% |
Disposition Fee | 2022 Amended Asset Management Agreement | Maximum | |
Related Party Transaction [Line Items] | |
Percentage sales price | 0.50% |
Disposition Fee | 2019 Amended Asset Management Agreement | |
Related Party Transaction [Line Items] | |
Percentage sales price | 0.50% |
Related Party Transactions - _2
Related Party Transactions - Schedule of Supplemental Fees (Details) - CDS | Jun. 13, 2022 $ / ft² |
Incentive Fee | 2022 Amended Asset Management Agreement | |
Related Party Transaction [Line Items] | |
Percentage of market-to-market profit basis | 20% |
Cumulative, compounded, preferred return rate | 8% |
Percentage of cost-plus fee market-to-market profit basis | 10% |
Incentive Fee | 2019 Amended Asset Management Agreement | |
Related Party Transaction [Line Items] | |
Cumulative, compounded, preferred return rate | 8% |
Percentage of free cash flow from real estate assets | 10% |
Investment Origination Fee | 2022 Amended Asset Management Agreement | |
Related Party Transaction [Line Items] | |
Percentage of raised capital | 1% |
Investment Origination Fee | 2019 Amended Asset Management Agreement | |
Related Party Transaction [Line Items] | |
Percentage of raised capital | 1% |
Leasing Fee | 2022 Amended Asset Management Agreement | |
Related Party Transaction [Line Items] | |
Lease fee for new leases (in dollars per square foot) | 1 |
Lease fee for renewal leases (in dollars per square foot) | 0.50 |
Leasing Fee | 2019 Amended Asset Management Agreement | |
Related Party Transaction [Line Items] | |
Lease fee for new leases (in dollars per square foot) | 1 |
Lease fee for renewal leases (in dollars per square foot) | 0.50 |
Loan Origination Fee | 2022 Amended Asset Management Agreement | |
Related Party Transaction [Line Items] | |
Percentage of financing transaction | 1% |
Loan Origination Fee | 2019 Amended Asset Management Agreement | |
Related Party Transaction [Line Items] | |
Percentage of financing transaction | 1% |