Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 20, 2019 | Jun. 30, 2018 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CHCI | ||
Entity Registrant Name | Comstock Holding Companies, Inc. | ||
Entity Central Index Key | 0001299969 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,405,580 | ||
Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 3,663,843 | ||
Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 220,250 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||
Cash and cash equivalents | $ 5,780 | $ 1,806 |
Restricted cash | 1,231 | 1,141 |
Trade receivables | 1,329 | 491 |
Trade receivables - related parties | 2,950 | 145 |
Real estate inventories | 20,253 | 44,711 |
Fixed assets, net | 221 | 309 |
Goodwill | 1,702 | 1,702 |
Intangible assets, net | 170 | 237 |
Other assets, net | 1,464 | 616 |
TOTAL ASSETS | 35,100 | 51,158 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Accounts payable and accrued liabilities | 7,614 | 9,116 |
Deferred revenue | 1,875 | 0 |
Notes payable - secured by real estate inventories, net of deferred financing charges | 13,432 | 23,215 |
Notes payable - due to affiliates, unsecured, net of discount | 4,903 | 14,893 |
Notes payable - unsecured, net of deferred financing charges | 595 | 1,285 |
Income taxes payable | 51 | 39 |
TOTAL LIABILITIES | 28,470 | 48,548 |
Commitments and contingencies (Note 11) | ||
STOCKHOLDERS’ EQUITY | ||
Additional paid-in capital | 180,673 | 177,612 |
Accumulated deficit | (194,319) | (189,803) |
TOTAL COMSTOCK HOLDING COMPANIES, INC. DEFICIT | (9,076) | (14,376) |
Non-controlling interests | 15,706 | 16,986 |
TOTAL EQUITY | 6,630 | 2,610 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 35,100 | 51,158 |
Series C Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Series C preferred stock, $0.01 par value, 3,000,000 shares authorized, 2,799,848 and 579,158 shares issued and outstanding with a liquidation preference of $13,999 and $2,896 at December 31, 2018 and 2017, respectively | 7,193 | 442 |
TOTAL EQUITY | 7,193 | 442 |
Class A [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Common stock | 37 | 33 |
Treasury stock, at cost (85,570 shares Class A common stock) | (2,662) | (2,662) |
TOTAL EQUITY | 37 | 33 |
Class B [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Common stock | 2 | 2 |
TOTAL EQUITY | $ 2 | $ 2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Series C Preferred Stock [Member] | ||
Preferred Stock, par value | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred Stock, shares issued | 2,799,848 | 579,158 |
Preferred Stock, shares outstanding | 2,799,848 | 579,158 |
Preferred Stock, liquidation value | $ 13,999 | $ 2,896 |
Class A [Member] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 11,038,071 | 11,038,071 |
Common stock, shares issued | 3,703,513 | 3,295,518 |
Common stock, shares outstanding | 3,617,943 | 3,209,948 |
Treasury stock, shares | 85,570 | 85,570 |
Class B [Member] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 220,250 | 220,250 |
Common stock, shares issued | 220,250 | 220,250 |
Common stock, shares outstanding | 220,250 | 220,250 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | ||
Total revenue | $ 56,749 | $ 45,430 |
Expenses | ||
Impairment charges | 2,232 | 526 |
Sales and marketing | 1,005 | 1,490 |
General and administrative | 1,262 | 5,297 |
Interest and real estate tax expense | 171 | 41 |
Operating loss | (5,101) | (4,806) |
Other income, net | 135 | 66 |
Loss before income tax benefit (expense) | (4,966) | (4,740) |
Income tax benefit (expense) | 920 | (38) |
Net loss | (4,046) | (4,778) |
Net income attributable to non-controlling interests | 470 | 247 |
Net loss attributable to Comstock Holding Companies, Inc. | (4,516) | (5,025) |
Paid-in-kind dividends on Series B Preferred Stock | 0 | 78 |
Extinguishment of Series B Preferred Stock | 0 | (1,011) |
Net loss attributable to common stockholders | $ (4,516) | $ (4,092) |
Basic loss per share | $ (1.22) | $ (1.21) |
Diluted loss per share | $ (1.22) | $ (1.21) |
Basic weighted average shares outstanding | 3,705 | 3,370 |
Diluted weighted average shares outstanding | 3,705 | 3,370 |
Homebuilding [Member] | ||
Revenues | ||
Total revenue | $ 41,245 | $ 43,399 |
Expenses | ||
Cost of sales | 42,799 | 40,585 |
Asset Management [Member] | ||
Revenues | ||
Total revenue | 12,473 | 0 |
Expenses | ||
Cost of sales | 11,291 | 0 |
Real Estate Services [Member] | ||
Revenues | ||
Total revenue | 3,031 | 2,031 |
Expenses | ||
Cost of sales | $ 3,090 | $ 2,297 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Non Controlling Interest [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Class A [Member] | Class B [Member] |
Beginning Balance at Dec. 31, 2016 | $ 8,377 | $ 176,251 | $ (2,662) | $ (184,778) | $ 18,252 | $ 1,280 | $ 0 | $ 30 | $ 4 |
Beginning Balance, shares at Dec. 31, 2016 | 842,000 | 0 | 3,035,000 | 390,000 | |||||
Stock compensation and issuances | 532 | 531 | 0 | 0 | 0 | $ 0 | $ 0 | $ 1 | $ 0 |
Stock compensation and issuances, shares | 0 | 0 | 90,000 | 0 | |||||
Series B conversion to Series C | 0 | 715 | 0 | 0 | 0 | $ (1,304) | $ 589 | $ 0 | $ 0 |
Series B Conversion to Series C, shares | (858,000) | 772,000 | 0 | 0 | |||||
Stock repurchases and issuances | (89) | 58 | 0 | 0 | 0 | $ 0 | $ (147) | $ 2 | $ (2) |
Stock repurchases and issuances, shares | 0 | (193,000) | 170,000 | (170,000) | |||||
Dividends paid in-kind | 0 | (24) | 0 | 0 | 0 | $ 24 | $ 0 | $ 0 | $ 0 |
Dividends paid in-kind, shares | 15,663 | 0 | 0 | 0 | |||||
Non-controlling interest contributions | 5,000 | 81 | 0 | 0 | 4,919 | $ 0 | $ 0 | $ 0 | $ 0 |
Non-controlling interest distributions | (6,432) | 0 | 0 | 0 | (6,432) | 0 | 0 | 0 | 0 |
Net (loss) income | (4,778) | 0 | 0 | (5,025) | 247 | 0 | 0 | 0 | 0 |
Ending Balance at Dec. 31, 2017 | 2,610 | 177,612 | (2,662) | (189,803) | 16,986 | $ 0 | $ 442 | $ 33 | $ 2 |
Ending Balance, shares at Dec. 31, 2017 | 0 | 579,000 | 3,295,000 | 220,000 | |||||
Stock compensation and issuances | 261 | 257 | 0 | 0 | 0 | $ 0 | $ 0 | $ 4 | $ 0 |
Stock compensation and issuances, shares | 0 | 0 | 427,000 | 0 | |||||
Accrued liability settled through issuance of stock | 131 | 131 | 0 | 0 | 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Shares withheld related to net share settlementof restricted stock awards | (38) | (38) | 0 | 0 | 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Shares withheld related to net share settlement of restricted stock awards, shares | 0 | 0 | (19,000) | 0 | |||||
Series C preferred stock conversion of CGF I & II | 9,462 | 2,711 | 0 | 0 | 0 | $ 0 | $ 6,751 | $ 0 | $ 0 |
Series C preferred stock conversion of CGF I & II, Shares | 0 | 2,221,000 | |||||||
Non-controlling interest distributions | (1,750) | 0 | 0 | 0 | (1,750) | $ 0 | $ 0 | 0 | 0 |
Net (loss) income | (4,046) | 0 | 0 | (4,516) | 470 | 0 | 0 | 0 | 0 |
Ending Balance at Dec. 31, 2018 | $ 6,630 | $ 180,673 | $ (2,662) | $ (194,319) | $ 15,706 | $ 0 | $ 7,193 | $ 37 | $ 2 |
Ending Balance, shares at Dec. 31, 2018 | 0 | 2,800,000 | 3,703,000 | 220,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (4,046) | $ (4,778) |
Adjustment to reconcile net loss to net cash provided by operating activities | ||
Amortization of loan discount, loan commitment and deferred financing fees | 318 | 1,105 |
Deferred income tax benefit | (936) | 0 |
Depreciation expense | 168 | 181 |
Earnings from unconsolidated joint venture, net of distributions | 48 | 30 |
Stock compensation | 234 | 346 |
Impairment charges | 2,232 | 526 |
Changes in operating assets and liabilities: | ||
Trade receivables | (3,643) | 271 |
Real estate inventories | 22,399 | 4,778 |
Other assets | (935) | 787 |
Accrued interest | (103) | 107 |
Accounts payable and accrued liabilities | 504 | 1,356 |
Income taxes payable | 12 | 20 |
Net cash provided by operating activities | 16,252 | 4,729 |
Cash flows from investing activities: | ||
Business acquisition, net of cash acquired | 0 | (579) |
Purchase of fixed assets | (80) | (54) |
Principal received on note receivable | 39 | 37 |
Net cash used in investing activities | (41) | (596) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 19,030 | 23,517 |
Payments on notes payable | (29,191) | (29,947) |
Loan financing costs | (198) | (234) |
Distributions to non-controlling interests | (1,750) | (6,432) |
Contributions from non-controlling interests | 0 | 5,000 |
Repurchase of Series C Preferred Stock | 0 | (89) |
Taxes paid related to net share settlement of equity awards | (38) | 0 |
Net cash used in financing activities | (12,147) | (8,185) |
Net increase (decrease) in cash and cash equivalents | 4,064 | (4,052) |
Cash, restricted cash, and cash equivalents, beginning of period | 2,947 | 6,999 |
Cash, restricted cash, and cash equivalents, end of period | 7,011 | 2,947 |
Supplemental cash flow information: | ||
Interest paid, net of interest capitalized | (190) | (493) |
Income taxes paid | (8) | (18) |
Supplemental disclosure for non-cash activity: | ||
Business acquisition notes payable | 0 | 1,710 |
Seller's note payable | 0 | 115 |
Accrued liability settled through issuance of stock | 131 | 127 |
Increase in Series B preferred stock value in connection with dividends paid in-kind | 0 | 24 |
Conversion of Class B common stock to Class A common stock | 0 | 2 |
Extinguishment of Series B preferred stock | 0 | 1,011 |
Increase in Series C preferred stock upon conversion of CGF I & II | 6,751 | 0 |
Increase in Additional Paid in Capital upon conversion of CGF I & II | 2,711 | 0 |
Extinguishment of Notes payable - due to affiliates, net of discount | $ (10,402) | $ 0 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. ORGANIZATION Comstock Holding Companies, Inc., incorporated in 2004 as a Delaware corporation, is a multi-faceted real estate development and services company primarily focused in the mid-Atlantic region of the United States. In 2018, the Company has changed its focus to commercial development, asset management, and provision of complementary real estate related services, transitioning from its primary reliance upon revenue generated by production-oriented, for-sale homebuilding. To accomplish the transition from homebuilding to the new lines of business, the Company will operate through two real estate focused platforms – CDS Asset Management, LC (“CAM”) and Comstock Real Estate Services, LC (“CRES”). References in these consolidated financial statements to “Comstock,” “Company,” “we,” “our” and “us” refer to Comstock Holding Companies, Inc. together in each case with our subsidiaries and any predecessor entities unless the context suggests otherwise. The Company’s Class A common stock is traded on the Nasdaq Capital Market (“NASDAQ”) under the symbol “CHCI”. Liquidity Developments We finance our Asset Management and Real Estate Services operations, capital expenditures, and business acquisitions with internally generated funds, borrowings from our credit facilities and long-term debt. The winding down of on balance sheet Homebuilding activities will require capital to develop land, to construct homes, to fund related carrying costs and overhead and to fund various advertising and marketing programs to generate sales. Homebuilding activities will continue to be funded by private equity and debt placements (which has included significant participation from Company insiders), funds derived from various secured and unsecured borrowings to finance construction on acquired land, cash flow from operations, which includes the sale and delivery of constructed homes, finished and raw building lots. The Company is involved in ongoing discussions with lenders and equity sources in an effort to provide additional growth capital to fund various new business opportunities. See Note 10 in the accompanying consolidated financial statements for more details on our debt and credit facilities and Note 17 in the accompanying consolidated financial statements for details on private placement offerings in 2018 and 2017. As of December 31, 2018, $1.8 million of the Company’s secured project related notes were set to mature on March 15, 2019. On March 14, 2019 the Company paid in full the secured project related note. As of March 29, 2019, the Company has successfully repaid all obligations with Lenders through March 29, 2019, as more fully described in Note 10 and Note 21. These debt instruments impose certain restrictions on our operations, including speculative unit construction limitations, curtailment obligations and financial covenant compliance. If we fail to comply with any of these restrictions, an event of default could occur. Additionally, events of default could occur if we fail to make required debt service payments or if we fail to come to agreement on an extension on a certain facility prior to a given loan’s maturity date. Any event of default would likely render the obligations under these instruments due and payable as of that event. Any such event of default would allow certain of our lenders to exercise cross default provisions in our loan agreements with them, such that if we default on an obligation, all debt with that particular institution could be called into default. At December 31, 2018, $4.9 million of our notes payable to affiliates were set to mature prior to the end of 2019. These funds were primarily obtained from entities wholly owned by our Chief Executive Officer, and the Company maintains the unilateral ability to extend the maturity dates beyond 2019 as needed. The CEO has historically provided financing in the form of debt and equity to the Company, as needed, through investment vehicles as further described in Notes 10 and 15. The current performance of our projects has met all required servicing obligations required by the facilities. We are anticipating that with successful resolution of the debt extension discussions with our lenders, current available cash on hand, and additional cash from settlement proceeds at existing and under development communities, the Company will have sufficient financial resources to sustain its operations through the next 12 months. Refer to Note 10 for further discussion regarding extensions and Note 21 for other subsequent events impacting our credit facilities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies and practices used in the preparation of the consolidated financial statements is as follows: Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and include the accounts of the Company and all of its majority-owned and controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated. Investments less than 100% owned partnerships and affiliates are accounted for using the equity method unless it is determined that the Company has control of the entity, in which case the entity would be consolidated. The Company had one joint venture investment accounted for using the equity method as of December 31, 2018 and 2017. Cash and cash equivalents and restricted cash Cash and cash equivalents are comprised of cash and short-term investments with maturities of three months or less when purchased. At times, the Company may have deposits with institutions in excess of federally insured limits. To date, we have not experienced loss or lack of access to our invested cash or cash equivalents; however, we can provide no assurance that access to our cash and cash equivalents will not be impacted by adverse conditions in the financial market. At December 31, 2018 and 2017, the Company had restricted cash of $1.2 million and $1.1 million, respectively, related to restricted purchaser escrow deposits and cash held in escrow as collateral for letters of credit. Trade Receivables Trade receivables are recorded at the amount invoiced. We reduce accounts receivable by estimating an allowance for amounts that may become uncollectible in the future. Management determines the estimated allowance for uncollectible amounts based on their judgements in evaluating the aging of the receivables and the financial condition of our clients, which may be dependent on the type of client and the client’s current financial condition. Real estate inventories Real estate inventories include land, land development costs, construction and other costs. Real estate held for development and use is stated at cost, or when circumstances or events indicate that the real estate is impaired, at estimated fair value. Real estate held for sale is carried at the lower of cost or fair value less estimated costs to sell. Land, land development and indirect land development costs are accumulated by specific project and allocated to various units within that project using specific identification and allocation based upon the relative sales value, unit or area methods. Direct construction costs are assigned to units based on specific identification. Construction costs primarily include direct construction costs and capitalized field overhead. Other costs are comprised of fees, capitalized interest and real estate taxes. Costs incurred to sell real estate are capitalized to the extent they are reasonably expected to be recovered from the sale of the project and are tangible assets or services performed to obtain regulatory approval of sales. Other selling costs are expensed as incurred. If the project is considered held for sale, it is valued at the lower of cost or fair value less estimated selling costs. The evaluation takes into consideration the current status of the property, carrying costs, costs of disposition, various restrictions and any other circumstances that may affect fair value including management’s plans for the property. For assets held for development and use, a write-down to estimated fair value is recorded when the net carrying value of the property exceeds its estimated undiscounted future cash flows. Estimated fair value is based on comparable sales of real estate in the normal course of business under existing and anticipated market conditions. These evaluations are made on a property-by-property basis whenever events or changes in circumstances indicate that the net book value may not be recoverable. As of December 31, 2018 and 2017, the Company did not have any development projects considered to be held for sale. Capitalized interest and real estate taxes Interest and real estate taxes incurred relating to the development of lots and parcels are capitalized to real estate inventories during the active development period, which generally commences when borrowings are used to acquire real estate assets and ends when the properties are substantially complete or the property becomes inactive. A project becomes inactive when development and construction activities have been suspended indefinitely. Interest is capitalized based on the interest rate applicable to specific borrowings or the weighted average of the rates applicable to other borrowings during the period. Interest and real estate taxes capitalized to real estate inventories are expensed as a component of cost of sales as related units are settled. The following table is a summary of interest and real estate taxes incurred, capitalized and expensed for units settled: Twelve Months Ended December 31, 2018 2017 Total interest incurred and capitalized $ 2,415 $ 4,223 Total real estate taxes incurred and capitalized 306 354 Total interest and real estate taxes incurred and capitalized $ 2,721 $ 4,577 Interest expensed as a component of cost of sales $ 3,299 $ 2,604 Real estate taxes expensed as a component of cost of sales 340 267 Interest and real estate taxes expensed as a component of cost of sales $ 3,639 $ 2,871 The amount of interest from entity level borrowings that we are able to capitalize in accordance with Accounting Standards Codification (“ASC”) 835 is dependent upon the average accumulated expenditures that exceed project specific borrowings. Additionally, when a project becomes inactive, its interest, real estate taxes and indirect production overhead costs are no longer capitalized but rather expensed in the period they are incurred. The following is a breakdown of the interest and real estate taxes expensed in the consolidated statement of operations for the periods presented: Twelve Months Ended December 31, 2018 2017 Interest incurred and expensed from entity level borrowings $ 97 $ — Interest incurred and expensed for inactive projects 61 41 Real estate taxes incurred and expensed for inactive projects 13 — $ 171 $ 41 Fixed assets Fixed assets are carried at cost less accumulated depreciation and are depreciated on the straight-line method over their estimated useful lives as follows: Furniture and fixtures 7 years Office equipment and vehicles 5 years Leasehold improvements life of related lease Computer equipment 3 years Capitalized software 3 years When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from their separate accounts and any gain or loss on sale is reflected in operations. Expenditures for maintenance and repairs are charged to expense as incurred. Goodwill and Intangible Assets Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a business acquisition. Following an acquisition, we perform an analysis to value the acquired company’s tangible and identifiable intangible assets and liabilities. With respect to identifiable intangible assets, we consider backlog, non-compete agreements, client relationships, trade names, patents and other assets. We amortize our intangible assets based on the period over which the contractual or economic benefits of the intangible assets are expected to be realized. We assess the recoverability of the unamortized balance of our intangible assets when indicators of impairment are present based on expected future profitability and undiscounted expected cash flows and their contribution to our overall operations. Should the review indicate that the carrying value is not fully recoverable, the excess of the carrying value over the fair value of the intangible assets would be recognized as an impairment loss. We perform our annual goodwill impairment review during our fiscal fourth quarter. In addition, we regularly evaluate whether events and circumstances have occurred that may indicate a potential change in recoverability of goodwill. We perform interim goodwill impairment reviews between our annual reviews if certain events and circumstances have occurred, including a deterioration in general economic conditions, an increased competitive environment, a change in management, key personnel, strategy or customers, significant or unusual changes in market capitalization, negative or declining cash flows, or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods. When assessing goodwill for impairment, the Company may first assess qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount or elect to bypass such assessment. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, or the Company elects to bypass such assessment, the Company then determines the fair value of each reporting unit. The estimate of the fair value of each reporting unit is based on a projected discounted cash flow model that includes significant assumptions and estimates including the Company's discount rate, growth rate and future financial performance. Assumptions about the discount rate are based on a weighted average cost of capital built up from various interest rate components applicable to the Company. Assumptions about the growth rate and future financial performance of a reporting unit are based on the Company's forecasts, business plans, economic projections and anticipated future cash flows. The fair value of each reporting unit is compared to the carrying amount of the reporting unit. If the carrying value of the reporting unit exceeds the fair value, then an impairment loss is recognized for the difference Warranty reserve Warranty reserves for units settled are established to cover potential costs for materials and labor with regard to warranty-type claims expected to arise during the typical one-year warranty period provided by the Company or within the two-year statutorily mandated structural warranty period for condominiums. Because the Company typically subcontracts its homebuilding work, subcontractors are required to provide the Company with an indemnity and a certificate of insurance prior to receiving payments for their work. Claims relating to workmanship and materials are generally the primary responsibility of the subcontractors and product manufacturers. The warranty reserve is established at the time of closing and is calculated based upon historical warranty cost experience and current business factors. This reserve is an estimate and actual warranty costs could vary from these estimates. Variables used in the calculation of the reserve, as well as the adequacy of the reserve based on the number of homes still under warranty, are reviewed on a periodic basis. Warranty claims are directly charged to the reserve as they arise. The following table is a summary of warranty reserve activity, which is included in accounts payable and accrued liabilities: Years ended December 31, 2018 2017 Balance at beginning of period $ 258 $ 287 Additions 108 178 Releases and/or charges incurred (171 ) (207 ) Balance at end of period $ 195 $ 258 Contract Liabilities Progress payment balances in excess of revenue recognized, as well as advance payments received from customers, are classified as deferred contract liabilities on the consolidated balance sheet in the financial statement line item titled “Deferred revenue.” Homebuilding purchase deposits are classified as deferred contract liabilities on the consolidated balance sheet in the financial statement line item titled “Accounts payable and accrued liabilities.” Contract liabilities consisted of the following: Years ended December 31, 2018 2017 Contract Liabilities: Customer Deposits and Deferred Revenue Homebuilding - Customer Deposits $ 1,189 $ 575 Asset Management - Deferred revenue 1,875 — Total Contract Liabilities $ 3,064 $ 575 Deferred Revenue – Asset Management relate to the AMA executed on March 30, 2018 and effective January 2, 2018. See Note 16 – Related Party Transactions for details regarding this transaction. The Company’s other contract liabilities, that consist of deposits received from customers (“Customer deposits”) on homes not settled, were $1.2 million and $0.6 million as of December 31, 2018 and 2017, respectively. During the year ended December 31, 2018, the Company recognized in revenue approximately $0.5 million of the customer deposits held as of December 31, 2017. Customer deposits are also included in Note 9 – Accounts Payable and Accrued Liabilities Revenue recognition The Company’s revenues consist primarily of 1) buildout of the remaining projects under the homebuilding platform, 2) recurring fees earned under the AMA, 3) property management, and 4) real estate management and consulting services. All of the Company’s revenue streams are U.S. based and substantially all are accounted for as short-term contracts. As such, the performance obligations required to complete contracts have an expected duration of less than one year. As a result, the Company does not disclose the value of unsatisfied performance obligations for contracts in accordance with the optional exemptions related to the disclosure of transaction price allocation under ASC 606. Additionally, incremental costs of obtaining a contract are recognized as an expense when incurred because the amortization period of the asset would have been recognized in one year or less. The following table presents the Company’s sales from contracts with customers disaggregated by categories which best represents how the nature, amount, timing and uncertainty of sales are affected by economic factors. Years ended December 31, 2018 2017 Revenue by customer Individual customers $ 41,245 $ 43,399 Related party 12,900 — Commercial 2,604 2,031 Total Revenue by Customer $ 56,749 $ 45,430 Revenue by contract type Fixed-price $ 42,386 $ 43,399 Cost-plus 12,040 — Time and Material 2,323 2,031 Total Revenue by contract type $ 56,749 $ 45,430 Revenue and related profits or losses from homebuilding contracts include the sale of residential properties and units, finished lots and land sales is recognized on the settlement date at the contract sales price, when control is transferred to our customers. These contracts meet the criteria for recognizing revenue at a point in time. As such, these revenues are disaggregated in ‘Individual customers’ and ‘Fixed-price’ in the tables above. Under the recently executed AMA and most of the Company’s real estate services contracts, performance obligations are satisfied over time. For performance obligations satisfied over time, the objective is to measure progress in a manner which depicts the performance of transferring control to the customer. As such, the Company recognizes revenue over time using the “right-to-invoice” cost-to-cost revenue recognition model, which includes cost-plus and fixed-prices contracts, as this depicts when control of the promised goods and/or services are transferred to the customer. Sales are recognized as the ratio of actual costs of work performed to the estimated costs at completion of the performance obligation (cost-to-cost). As such, these revenues are disaggregated in ‘Related party’ and ‘Commercial’ customers, and ‘Cost-plus’ and ‘Fixed-price’ in the tables above. Other revenue earned from management, consulting and administrative support services provided, which may or may not be covered by a formal contract, are generally time and material based. Revenue from these contracts is recognized as the services are provided. As such, these revenues are disaggregated in ‘Commercial’ and ‘Time and Material’ in the tables above. Advertising costs The total amount of advertising costs charged to operations for the year ended December 31, 2018 was $130, of which $129 was charged to sales and marketing and $1 was charged to general and administrative expenses. The total amount of advertising costs charged to operations for the year ended December 31, 2017 was $568, of which $560 was charged to sales and marketing and $8 was charged to general and administrative expenses. Stock compensation As discussed in Note 14, the Company sponsors stock option plans and restricted stock award plans. The Company accounts for its share-based awards pursuant to Accounting Standards Codification (“ASC”) 718, Share Based Payments Income taxes Income taxes are accounted for under the asset and liability method in accordance with ASC 740, Accounting for Income Taxes The Tax Cuts and Jobs Act was enacted on December 22, 2017 with an effective date of January 1, 2018. The results of the Tax Act include, among others, a reduction to the corporate federal income tax rate from 35% to 21%, the repeal of the Alternative Minimum Tax, and the allowance of net operating losses arising in tax years ending after 2017 to be carried forward indefinitely, subject to limitation. The law introduces substantial changes to the Internal Revenue Code, with extensive implications for our federal current and deferred income tax provision. For further information, see Note 19 of the Notes to Consolidated Financial Statement included in this report. Loss per share The weighted average shares and share equivalents used to calculate basic and diluted loss per share for the years ended December 31, 2018 and 2017 are presented on the consolidated statement of operations. Restricted stock awards, stock options and warrants for the years ended December 31, 2018 and 2017 are included in the diluted loss per share calculation using the treasury stock method and average market prices during the periods, unless the restricted stock award, stock options and warrants would be anti-dilutive. As a result of the net losses for the years ended December 31, 2018 and 2017, diluted net loss per share excludes the effects of 450 and 400 warrants, respectively; stock options of 441 and 489, respectively; and 138 and 243 restricted stock awards, respectively. Comprehensive income (loss) For the years ended December 31, 2018 and 2017, comprehensive income (loss) equaled net income (loss); therefore, a separate statement of comprehensive income (loss) is not included in the consolidated financial statements. Segment reporting During 2018, we revised our business strategy and transitioned our business operations to three operating segments: Homebuilding, Asset Management and Real Estate Services. Prior to this transition we operated our business through three segments: Homebuilding, Multi-family and Real Estate Services. We are focused on the Washington, D.C. market. In our Homebuilding segment, we develop properties with the intent to sell as fee-simple properties or condominiums to individual buyers or to private or institutional investors. In our Asset Management segment, we manage projects ranging from approximately 100-500 residential units in locations that are supply constrained with demonstrated demand for stabilized assets. We also provide development and asset management services to a wide range of real estate assets and businesses that include apartments, hotels, office buildings, leased lands, retail stores, mixed-use developments, and urban developments. In our Real Estate Services segment we provide services in all aspects of real estate including strategic planning, land development, entitlement, sales and marketing, workout and turnaround strategies, financing and general construction. The following disclosure includes the Company’s three reportable segments of Homebuilding, Asset Management and Real Estate Services. Each of these segments operates within the Company’s single Washington, D.C. reportable geographic segment. Asset Management Real Estate Services Homebuilding Total Twelve Months Ended December 31, 2018 Gross revenue $ 12,473 $ 3,031 $ 41,245 $ 56,749 Gross profit, excluding impairment charges 1,182 (59 ) (1,554 ) (431 ) Net (loss) income 1,187 (849 ) (5,304 ) (4,966 ) Total assets 2,882 3,242 28,976 35,100 Depreciation, amortization, and stock based compensation 159 221 17 397 Interest expense — 97 74 171 Real Estate Services Homebuilding Total Twelve Months Ended December 31, 2017 Gross revenue $ 2,031 $ 43,399 $ 45,430 Gross profit (268 ) 2,814 $ 2,546 Net (loss) income (430 ) (4,348 ) $ (4,778 ) Total assets 3,684 47,474 $ 51,158 Depreciation, amortization, and stock based compensation 177 409 $ 586 Interest expense 41 — $ 41 The Company allocates sales, marketing and general and administrative expenses to the individual segments based upon specifically allocable costs. Use of estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. Material estimates are utilized in the valuation of real estate inventories, valuation of deferred tax assets, analysis of goodwill impairment, valuation of equity-based compensation, capitalization of costs, consolidation of variable interest entities and warranty reserves. Reclassifications Reclassifications have been made to the prior year consolidated financial statements to conform to the current year presentation. For the years ended December 31, 2018 and 2017, we reclassified restricted cash into the “cash, restricted cash, and cash equivalents” balance on the Consolidated Statements of Cash Flows. Recent accounting pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU No. 2014-09 will require an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted this In February 2016, the FASB issued ASU 2016-02, Leases ("ASC 842"), to increase transparency and comparability among organizations' accounting for leases. The guidance requires a company to recognize right-of-use assets and lease liabilities on the balance sheet, as well as to disclose key quantitative and qualitative information about leasing arrangements. This guidance is effective on a modified retrospective basis for reporting periods beginning after December 15, 2018, with early adoption permitted. As permitted by the guidance, the Company will elect to retain the original lease classification and historical accounting for initial direct costs for leases existing prior to the adoption date. Furthermore, the Company will not have to reassess contracts entered into prior to the adoption date for the existence of a lease. The Company will also elect not to restate prior periods for the impact of the adoption of the new standard and will instead recognize a cumulative-effect adjustment to beginning retained earnings as of January 1, 2019 for any prior period income statement effects identified. The Company has been assessing the changes required to support the adoption of the new standard, as well as the quantitative impact this guidance will have on its financial statements and related disclosures. As a result, the Company expects this standard will result in no material recognition of Right of Use Assets or Lease Liabilities on its consolidated balance sheet, as a result of existing office leases. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), which creates a new framework to evaluate financial instruments, such as trade receivables, for expected credit losses. This new framework replaces the existing incurred loss approach and is expected to result in more timely recognition of credit losses. ASU No. 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is not until years beginning after December 15, 2018. We are evaluating the effect this guidance will have on our financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments Statement of Cash Flows Statement of Cash Flows (Topic 230), Restricted Cash Statement of Cash Flows In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805), Clarifying the Definition of a Business”, which provides a more robust framework to use in determining when a set of assets and activities (collectively referred to as a “set”) is a business. The standard requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. ASU 2017-01 is effective for public business entities for annual periods beginning after December 15, 2017. The amendments in ASU 2017-01 should be applied prospectively on or after the effective date. The adoption of ASU 2017-01on January 1, 2018 did not have a material effect on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” which removes Step 2 from the goodwill impairment test and replaces the qualitative assessment. Impairment will be measured using the difference between the carrying amount and the fair value of the reporting unit. Under this revised guidance, failing Step 1 will always result in a goodwill impairment. The amendments in this update should be applied prospectively for annual and interim periods in fiscal years beginning after December 15, 2019. Early adoption is permitted for goodwill impairment tests with measurement dates after January 1, 2017. The Company early adopted this guidance during the fourth quarter of 2018 and the early adoption did not have a material impact on the Company’s consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718)—Scope of Modification Accounting.” The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. ASU 2017-09 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2017. The amendments in this update should be applied prospectively to an award modified on or after the adoption date. The adoption of ASU 2017-09 did not have a material effect on our consolidated financial statements. In March 2018, the FASB issued ASU 2018-05, “Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118” (“ASU 2018-05”). The Tax Cuts and Jobs Act (the “Act”) changes existing United States tax law and includes numerous provisions that will affect businesses. The Act, for instance, introduces changes that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits. ASC Topic 740 provides accounting and disclosure guidance regarding the recognition of taxes payable or refundable for the current year and the recognition of deferred tax liabilities and deferred tax assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. In accordance with SEC Staff Accounting Bulletin (SAB) 118, entities that elect to record provisional amounts must base them on reasonable estimates and may adjust those amounts for a period of up to a year after the December 22, 2017 enactment date. The amendments of ASU 2018-05 did not have a material effect on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), which removes, adds and modifies certain disclosure requirements for fair value measurements in Topic 820. ASU 2018-13 removes the following disclosure requirements: (i) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and (ii) the entity’s valuation processes for Level 3 fair value measurements. ASU 2018-13 adds the following disclosure requirements: (i) provide information about the measurement uncertainty of Level 3 fair value measurements as of the reporting date rather than a point in the future, (ii) disclose changes in unrealized gains and losses related to Level 3 measurements for the period included in other comprehensive income, and (iii) disclose for Level 3 measurements the range and weighted average of the significant unobservable inputs and the way it is calculated. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. We do not expect the adoption of this pronouncement to have a material impact on our consolidated financial statements. Other accounting pronouncements issued or effective during the year ended December 31, 2018 are not applicable to us or are not anticipated to have a material effect on our consolidated financial statements. |
Trade Receivables & Trade Recei
Trade Receivables & Trade Receivables - Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Accounts Receivable Net Current [Abstract] | |
Trade Receivables & Trade Receivables - Related Parties | 3. TRADE RECEIVABLES & TRADE RECEIVABLES – RELATED PARTIES Trade receivables include amounts due from real estate services, asset management, commercial development, home sales transactions and amounts due from related parties with whom we have service arrangements. There is no allowance for doubtful accounts recorded. December 31, 2018 December 31, 2017 Trade $ 804 $ 432 Due from Settlement Attorneys 441 — Other 84 59 $ 1,329 $ 491 As of December 31, 2018 and 2017, the Company had $3.0 million and $.1 million, respectively, of receivables from related parties, primarily related to initial AMA. |
Real Estate Inventories
Real Estate Inventories | 12 Months Ended |
Dec. 31, 2018 | |
Real Estate [Abstract] | |
Real Estate Inventories | 4. REAL ESTATE INVENTORIES Real estate inventories include land, land development costs, construction and other costs. Real estate held for development and use is stated at cost, or when circumstances or events indicate that the real estate is impaired, at estimated fair value. Real estate held for sale is carried at the lower of cost or fair value less estimated costs to sell. Land, land development and indirect land development costs are accumulated by specific project and allocated to various units within that project using specific identification and allocation based upon the relative sales value, unit or area methods. Direct construction costs are assigned to units based on specific identification. Construction costs primarily include direct construction costs and capitalized field overhead. Other costs are comprised of fees, capitalized interest and real estate taxes. Costs incurred to sell real estate are capitalized to the extent they are reasonably expected to be recovered from the sale of the project and are tangible assets or services performed to obtain regulatory approval of sales. Other selling costs are expensed as incurred. For assets held for development and use, a write-down to estimated fair value is recorded when the net carrying value of the property exceeds its estimated undiscounted future cash flows. Estimated fair value is based on comparable sales of real estate in the normal course of business under existing and anticipated market conditions. These evaluations are made on a property-by-property basis whenever events or changes in circumstances indicate that the net book value may not be recoverable. If the project is considered held for sale, it is valued at the lower of cost or fair value less estimated selling costs. The evaluation takes into consideration the current status of the property, carrying costs, costs of disposition, various restrictions and any other circumstances that may affect fair value including management’s plans for the property. At December 31, 2018 and 2017, the Company had no projects classified as held for sale. During 2018 and 2017, as a result of our impairment analysis, the Company wrote off $2.2 million and $0.5 million, respectively, in feasibility, site securing, predevelopment, design, carry costs and related costs for certain of our communities in the Washington, D.C. metropolitan area due to unsuccessful negotiations and changes in market conditions. After impairments and write-offs, real estate held for development and sale consists of the following: December 31, 2018 December 31, 2017 Land and land development costs $ 9,741 $ 24,304 Cost of construction (including capitalized interest and real estate taxes) 10,512 20,407 $ 20,253 $ 44,711 |
Fixed Assets, Net
Fixed Assets, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Fixed Assets, Net | 5. FIXED ASSETS, NET Fixed assets consist of the following: December 31, 2018 December 31, 2017 Computer equipment and capitalized software $ 767 $ 731 Furniture and fixtures 56 51 Office equipment 209 209 Vehicles 88 42 1,120 1,033 Less : accumulated depreciation (899 ) (724 ) $ 221 $ 309 Depreciation expense, included in ‘general and administrative’ in the accompanying consolidated statements of operations, amounted to $81 and $178 for the years ended December 31, 2018 and 2017, respectively. |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Note Receivable | 6. NOTE RECEIVABLE The Company originated a note receivable to a third party in the amount of $180 during 2014. This note has a maturity date of September 2, 2019 and is payable in monthly installments of principal and interest. The note bears a fixed interest rate of 6% per annum. As of December 31, 2018 and 2017, the outstanding balance of the note was $27 and $66, respectively, and was included within ‘Other assets’ in the accompanying consolidated balance sheets, the interest income of $3 and $5 for the years ended December 31, 2018 and 2017, respectively, was included in ‘Other income, net’ in the consolidated statements of operations. |
Goodwill and Intangibles
Goodwill and Intangibles | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | 7. GOODWILL AND INTANGIBLES On July 17, 2017, JK Environmental Services, LLC, (“JK”) an entity wholly owned by CDS Capital Management, L.C., a subsidiary of the Company, purchased all of the business assets of Monridge Environmental, LLC for $2.3 million. JK has its principal office located in Conshohocken, Pennsylvania, and operates in Maryland, Pennsylvania, New Jersey, and Delaware. JK operates as an environmental services company, providing consulting, remediation, and other environmental services. The table below summarizes the purchase price allocation based on the estimated fair value of net assets acquired at the date of acquisition. ASSETS Net Working Capital $ 141 Fixed Assets 180 Intangible Assets 268 Goodwill 1,702 Total Purchase Price $ 2,291 Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed, and it is not deductible for income tax purposes. As of the acquisition date, goodwill consisted primarily of synergies resulting from the combination, expected expanded opportunities for growth and production, and savings in corporate overhead costs. Intangible assets include customer relationships which has an amortization period of four years. During the years ended December 31, 2018 and 2017, $67,000 and $31,000 of intangible asset amortization, respectively, was recorded in General and Administrative expense on the Consolidated Statement of Operations. December 31, 2018 Intangibles $ 268 Less : accumulated amortization (98 ) $ 170 As of December 31, 2018, the future estimated amortization expense related to these intangible assets was: Amortization Expense 2019 $ 67 2020 67 2021 36 Total $ 170 |
Other Assets, Net
Other Assets, Net | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Other Assets, Net | 8. OTHER ASSETS, NET Other assets, net consist of the following: December 31, 2018 December 31, 2017 Bonds and escrow deposits $ 1,100 $ 381 Prepaid Insurance 60 46 Other 304 189 $ 1,464 $ 616 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consist of the following: December 31, 2018 December 31, 2017 Trade and accrued payables $ 4,727 $ 8,240 Accrued wages and commissions 1,396 39 Customer deposits 1,189 575 Warranty 195 258 Other 107 4 $ 7,614 $ 9,116 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | 10. DEBT Notes payable consisted of the following: December 31, 2018 December 31, 2017 Construction revolvers $ 2,220 $ 7,237 Development and acquisition notes 10,290 9,533 Mezzanine notes — 3,253 Line of credit 13 2,123 Secured-other 909 1,069 Total secured notes 13,432 23,215 Unsecured financing, net of unamortized deferred financing charges of $0 and $55 595 1,285 Notes payable, unsecured, net of $0.8 and $2.0 million discount and unamortized deferred financing charges, respectively 4,903 14,893 Total notes payable $ 18,930 $ 39,393 As of December 31, 2018, maturities of our borrowings, net of discounts and unamortized deferred financing costs, are as follows: 2019 $ 6,664 2020 6,312 2021 4,437 2022 1,483 2023 and thereafter 34 Total $ 18,930 See Note 21 for further discussion on repayments subsequent to December 31, 2018. Construction, development and mezzanine debt—secured The Company enters into secured acquisition and development loan agreements to purchase and develop land parcels. In addition, the Company enters into secured construction loan agreements for the construction of its real estate inventories. The loans are repaid with proceeds from home closings based upon a specific release price, as defined in each respective loan agreement. The Company had $2.2 million and $7.3 million of outstanding secured construction borrowings as of December 31, 2018 and 2017, respectively. Interest rates charged under these facilities include the London Interbank Offered Rate (“LIBOR”) and prime rate pricing options, subject to minimum interest rate floors. At December 31, 2018 and 2017, the weighted average interest rate on the Company’s outstanding construction revolving facility was 5.7% and 4.7%, respectively. The secured debt facilities have maturity dates ranging from March 15, 2020 to July 31, 2020, including extensions subject to certain conditions. As of December 31, 2018 and 2017, the Company had approximately $10.3 million and $9.5 million, respectively, of aggregate acquisition and development loans outstanding During 2018, the Company had a mezzanine loan that is being used to finance the development of the Momentum | Shady Grove Metro project. This mezzanine loan was paid in full prior to June 30, 2018. The maximum principal commitment amount of this loan was $1.1 million, of which $1.2 million of principal and accrued interest was outstanding at December 31, 2017. This financing carried an annual interest rate of 12% of which 6% is paid on a monthly basis with the remaining 6% being accrued and paid at maturity. During 2018, the Company also had a mezzanine loan that was being used to finance the development of finished lots at its Richmond Station project located in Prince William County, Virginia. This mezzanine loan was paid in full prior to September 30, 2018. The maximum principal commitment amount of this loan was $2.0 million, of which $2.0 million of principal and accrued interest was outstanding at December 31, 2017. This financing carried an annual interest rate of 12% annually. Line of credit – secured During 2018, the Company utilized a secured revolving line of credit with a maximum capacity of $3.0 million, which was paid in full prior to September 30, 2018. As of December 31, 2017, $2.1 million was outstanding under this revolving line of credit. This line of credit was secured by the first priority security interest in the Company’s wholly owned subsidiaries in the Washington, D.C. metropolitan area and guaranteed by our Chief Executive Officer. The Company used this line of credit to finance the predevelopment related expenses and deposits for current and future projects and carried a variable interest rate tied to a one-month LIBOR plus 3.25% per annum, with an interest rate floor of 5.0%. At December 31, 2017, the interest rate was 5.00%. This line of credit also called for the Company to adhere to financial covenants such as minimum net worth and minimum liquidity, measured quarterly and minimum EBITDA, as defined in the agreement, measured on a twelve-month basis. Additionally, during 2018, the Company opened a secured line of credit, with a maximum capacity of $0.2 million. Interest charged on this line of credit is based on the prime rate plus 2.50%. As of December 31, 2018, there was $13 thousand of principal and interest outstanding on this line of credit, and the interest rate was 6.75%. Secured – other As of December 31, 2018 and 2017, the Company had one secured loan related to Comstock Environmental. The loan was used to finance the acquisition of Comstock Environmental, and carries a fixed interest rate of 6.5%, and has a maturity date of October 17, 2022. At December 31, 2018 and 2017, this financing had an outstanding balance of $0.9 million and $1.1 million, respectively. This financing is secured by the assets of Comstock Environmental and is guaranteed by our Chief Executive Officer. Unsecured notes During 2018 the Company the company paid in full a 10-year unsecured note with a bank. At December 31, 2017, the Company had $0.6 million outstanding. Interest was charged on this financing at LIBOR plus 2.2%. At December 31, 2017, the interest rate was 3.6%. As of December 31, 2018 and December 31, 2017, the Company had one unsecured seller-financed promissory note with an outstanding balance of $0.6 million. This financing carries an annual interest rate of LIBOR plus 3% and has a maturity date of July 17, 2022. At December 31, 2018 and 2017, the interest rate was 6.0% and 4.6%, respectively. Additionally, as of December 31, 2017, the Company had another unsecured seller financed promissory note, which was paid in full prior to September 30, 2018. As of December 31, 2017, $0.1 million was outstanding. This financing carried an annual interest rate of the prime rate plus 5%. At December 31, 2017, the interest rate was 9.5%. Notes payable to affiliate—unsecured Comstock Growth Fund On October 17, 2014, Comstock Growth Fund (“CGF”) entered into a subscription agreement with Comstock Development Services (“CDS”), pursuant to which CDS purchased membership interests in CGF for a principal amount of $10.0 million (the “CGF Private Placement”). Other purchasers who subsequently purchased interests in the private placement included members of the Company’s management and board of directors and other third party accredited investors for an additional principal amount of $6.2 million. On October 17, 2014, the Company entered into an unsecured promissory note with CGF whereby CGF made a loan to the Company in the initial principal amount of $10.0 million and a maximum amount available for borrowing of up to $20.0 million with a three-year term. On December 18, 2014, the loan agreement was amended and restated to provide for a maximum capacity of $25 million. On May 23, 2018, the Company entered into a Membership Interest Exchange and Subscription Agreement (the “Membership Exchange Agreement”), together with a revised promissory note agreement, in which a note (“CGF Note”) with an outstanding principal and accrued interest balance of $7.7 million was exchanged for 1,482,300 shares of the Company’s Series C Non-Convertible Preferred Stock, par value $0.01 per share and a stated liquidation value of $5.00 per share (the “Series C Preferred Stock”), issued by the Company to Comstock Development Services, LLC (“CDS”), a Company wholly owned by our Chief Executive Officer. The Company exchanged the preferred equity for 91.5% of CDS membership interest in the Comstock Growth Fund promissory note. Concurrently, the face amount of the CGF Note was reduced to $5.7 million as of the Effective Date. The loan bears interest at a fixed rate of 10% per annum. Interest payments will be made monthly in arrears. There is a principal curtailment requirement of 10% annually based on the average outstanding balance for the prior year. The Company is the administrative manager of CGF but does not own any membership interests. The Company had approximately $4.9 million and $11.3 million of outstanding borrowings and accrued interest under the CGF loan, net of discounts, as of December 31, 2018 and 2017, respectively. As of December 31, 2018 and 2017 the interest rate was 10.0% and 11.9% per annum, respectively. The maturity date for the CGF loan is April 16, 2019. During the years ended December 31, 2018 and 2017, the Company made interest payments of $0.6 million and $1.6 million, respectively. During the year ended December 31, 2018 the Company did not make principal payments to CGF. During the year ended December 31, 2017, the Company made principal payments to CGF of $1.5 million. Comstock Growth Fund II On December 29, 2015, the Company entered into a revolving line of credit promissory note with Comstock Growth Fund II (“CGF II”) whereby CGF II made a loan to the Company in the initial principal amount of $5.0 million and a maximum amount available for borrowing of up to $10.0 million with a two-year term, which may be extended an additional year. The interest rate is 10% per annum, and interest payments will be accrued and paid in kind monthly for the first year, and then paid current monthly in arrears beginning December 31, 2016. Effective December 31, 2017, the CGF II loan was extended one year to December 31, 2018. On May 23, 2018, Comstock Holding Companies, Inc. (“Comstock” , “CHCI” or the “Company”) entered into a Note Exchange and Subscription Agreement (the “Note Exchange Agreement”) in which a note (“CGF2 Note”) with an outstanding principal and accrued interest balance of $3.7 million was exchanged for 738,390 shares of the Company’s Series C Non-Convertible Preferred Stock, par value $0.01 per share and a stated liquidation value of $5.00 per share (the “Series C Preferred Stock”), issued by the Company to Comstock Growth Fund II, L.C. (“CGF2”), a Company wholly owned by our Chief Executive Officer. The CGF2 Note was cancelled in its entirety effective as of the Effective Date. As a result of the conversion of the CGF & CGF2 notes, the Company recognized a gain of $3.7 million, which was recorded in ‘Additional paid-in capital’ in the consolidated balance sheet net of an income tax benefit of $0.9 million which was recorded in the consolidated statement of operations for the year ended December 31, 2018. Refer to Note 12 – Fair Value Disclosures |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. COMMITMENTS AND CONTINGENCIES Litigation Currently, we are not subject to any material legal proceedings. From time to time, we are named as a defendant in legal actions arising from our normal business activities. Although we cannot accurately predict the amount of our liability, if any, that could arise with respect to legal actions pending against us, we do not expect that any such liability will have a material adverse effect on our financial position, operating results or cash flows. We have obtained insurance coverage, rights to indemnification, or where appropriate, have established reserves in connection with these legal proceedings. Letters of credit, performance bonds and compensating balances The Company has commitments as a result of contracts entered into with certain third parties, primarily local governmental authorities, to meet certain performance criteria as outlined in such contracts. The Company is required to issue letters of credit and performance bonds to these third parties as a way of ensuring that the commitments entered into are met. These letters of credit and performance bonds issued in favor of the Company and/or its subsidiaries mature on a revolving basis, and if called into default, would be deemed material if assessed against the Company and/or its subsidiaries for the full amounts claimed. In some circumstances, we have negotiated with our lenders in connection with foreclosure agreements for the lender to assume certain liabilities with respect to the letters of credit and performance bonds. We cannot accurately predict the amount of any liability that could be imposed upon the Company with respect to maturing or defaulted letters of credit or performance bonds. At December 31, 2018 and 2017, the Company had issued $1.1 million and $1.1 million, respectively, in letters of credit. At December 31, 2018 and 2017, the Company had $8.2 million and $4.0 million in performance and payment bonds, respectively, outstanding to third parties. No amounts have been drawn against these letters of credit or performance bonds. We are required to maintain compensating balances in escrow accounts as collateral for certain letters of credit, which are funded upon settlement and release of units. The cash contained within these escrow accounts is subject to withdrawal and usage restrictions. As of December 31, 2018 and 2017, we had approximately $1.0 million in these escrow accounts, which are included in ‘Restricted cash’ in the consolidated balance sheets. |
Fair Value Disclosures
Fair Value Disclosures | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 12. FAIR VALUE DISCLOSURES ASC 820, Fair Value Measurement • Fair values determined by Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. • Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, and accounts payable are reasonable estimates of their fair values based on their short maturities. The fair value of fixed and floating rate debt is based on unobservable inputs (Level 3 inputs). The fair value of the fixed and floating rate debt was estimated using a discounted cash flow analysis on the blended borrower rates currently available to the Company for loans with similar terms. The following table summarizes the fair value of fixed and floating rate debt and the corresponding carrying value of fixed and floating rate debt as of: December 31, 2018 December 31, 2017 Carrying amount $ 18,930 $ 39,393 Fair value $ 18,608 $ 38,899 Fair value estimates are made at a specific point in time, based on relevant market information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore, cannot be determined with precision. Changes in assumptions, such as an acceleration of amounts due and payable, could significantly affect the estimates. In connection with the CGF I & II conversions discussed in Note 10 – Debt Related Party Transactions The Company may also value its non-financial assets and liabilities, including items such as real estate inventories and long-lived assets, at fair value on a non-recurring basis if it is determined that impairment has occurred. Such fair value measurements use significant unobservable inputs and are classified as Level 3. See Note 2 for further discussion of the valuation techniques and inputs used. During 2018 and 2017, as a result of our impairment analysis, the Company wrote off $2.2 million and $0.5 million, respectively, in feasibility, site securing, predevelopment, design, carry costs and related costs for certain of our communities in the Washington, D.C. metropolitan area due to unsuccessful negotiations and market conditions. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 13. EMPLOYEE BENEFIT PLANS The Company maintains a defined contribution retirement savings plan pursuant to Section 401(k) of the Internal Revenue Code (the “Code”). Eligible participants may contribute a portion of their compensation to their respective retirement accounts in an amount not to exceed the maximum allowed under the Code. The Company matches 100% of the employee’s contribution, up to 3% of each participant’s gross salary and 50% of the employee’s contribution above 3% not exceeding 5% of the participant’s gross salary, per pay period. Safe Harbor Matching Contributions made by the Company are 100% vested immediately. |
Restricted Stock, Stock Options
Restricted Stock, Stock Options and Other Stock Plans | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Restricted Stock, Stock Options and Other Stock Plans | 14. RESTRICTED STOCK, STOCK OPTIONS AND OTHER STOCK PLANS On December 14, 2004, the Company adopted the 2004 Long-Term Compensation Plan (the “Plan”). The Plan provides for the issuance of stock options, stock appreciation rights, or SARs, restricted stock, deferred stock, dividend equivalents, bonus stock and awards in lieu of cash compensation, other stock-based awards and performance awards. Any shares issued under the Plan typically vest over service periods that range from one to five years. Stock options issued under the plan expire 10 years from the date they are granted. The Plan authorized 1.0 million shares of our Class A Common Stock with an automatic annual increase on January 1 of each successive year of the lesser of (i) 3% of the Class A common stock outstanding or (ii) 107 shares. As of December 31, 2018 and 2017, there were 0.06 million and 0.4 million shares, respectively, available for issuance under the Plan (as amended). The fair value of each option award is calculated on the date of grant using the Black-Scholes option pricing model and certain subjective assumptions. Expected volatilities are calculated based on our historical trading activities. We estimate forfeitures using a weighted average historical forfeiture rate. We recognize forfeitures as they occur. The risk-free rate for the periods is based on the U.S. Treasury rates in effect at the time of grant. The expected term of options is based on the simplified method which assumes that the option will be exercised midway between the vesting date and the contractual term of the option. The Company is able to use the simplified method as the options qualify as “plain vanilla” options as defined by ASC 718, Stock Compensation The following table summarizes the assumptions used to calculate the fair value of options during 2018 and 2017. 2018 2017 Weighted average fair value of options granted $ 1.80 $ 1.20 Dividend yields — — Expected volatility 72.21%-83.47% 70.60%-79.40% Weighted average expected volatility 81.76% 72.73% Risk free interest rates 2.74% 2.15% Weighted average expected term (in years) 6 6 The following table summarizes information about stock option activity: Shares Weighted Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2017 112 $ 8.16 Granted 345 1.89 Exercised — — Forfeited or Expired (21 ) 7.06 Outstanding at December 31, 2017 436 $ 3.25 8.50 — Granted 84 2.90 Exercised — — Forfeited or Expired (102 ) 2.28 Outstanding at December 31, 2018 418 $ 3.42 7.67 $ 9 Exercisable at December 31, 2018 179 $ 5.10 6.18 $ 2 As of December 31, 2018 and 2017, the weighted-average remaining contractual term of unexercised stock options was 7.7 years and 8.5 years, respectively. A summary of the Company’s restricted share activity is presented below: Shares Weighted Average Grant Date Fair Value Restricted nonvested at January 1, 2017 20 $ 1.89 Granted 245 2.13 Vested (22 ) 1.88 Forfeited or Expired — — Outstanding at December 31, 2017 243 $ 2.16 Granted — — Vested (68 ) 2.13 Forfeited or Expired (37 ) 2.11 Nonvested at December 31, 2018 138 $ 2.18 As of December 31, 2018 and 2017, there was $0.3 million and $0.6 million, respectively, of unrecognized compensation cost related to stock options and restricted stock issuances granted under the Plan. The Company intends to issue new shares of its common stock upon vesting of restricted stock grants or the exercise of stock options. In November 2014, our board of directors approved a share repurchase program authorizing the Company to repurchase up to 429 thousand shares of our Class A common stock in one or more open market or privately negotiated transactions depending on market price and other factors. At December 31, 2018 and 2017, 404 thousand shares of our Class A common stock remain available for repurchase pursuant to our share repurchase agreement. |
Consolidation of Variable Inter
Consolidation of Variable Interest Entities | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Consolidation of Variable Interest Entities | 15. CONSOLIDATION OF VARIABLE INTEREST ENTITIES GAAP requires a VIE to be consolidated by the company that is the primary beneficiary. The primary beneficiary of a VIE is the entity that has both of the following characteristics: (a) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Entities determined to be VIEs, for which we are not the primary beneficiary, are accounted for under the equity method. Comstock’s variable interests in VIEs may be in the form of (1) equity ownership, (2) contracts to purchase assets and/or (3) loans provided to and or guaranteed for a VIE. We examine specific criteria and use judgment when determining if Comstock is the primary beneficiary of a VIE. Factors considered in determining whether we are the primary beneficiary include risk and reward sharing, experience and financial condition of other partner(s), voting rights, involvement in day-to-day capital and operating decisions and contracts to purchase assets from VIEs. Consolidated Real Estate Inventories Included within the Company’s real estate inventories at December 31, 2018 and 2017 are several projects that are determined to be VIEs. These entities have been established to own and operate real estate property and were deemed VIEs primarily based on the fact that the equity investment at risk is not sufficient to permit the entities to finance their activities without additional financial support. The Company determined that it was the primary beneficiary of these VIEs as a result of its majority voting and complete operational control of the entities. On August 23, 2012, the Company formed New Hampshire Ave. Ventures, LLC, a joint venture of its subsidiary, Comstock Ventures XVI, L.C, and 6000 New Hampshire Avenue, LLC, for the purpose of acquiring, developing and constructing a 111-unit project (the “NHA Project”) in Washington, D.C. The Company evaluated the joint venture and determined that the equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial support. The Company determined that it was the primary beneficiary of the VIE as a result of its complete operational control of the activities that most significantly impact the economic performance and obligation to absorb losses, or receive benefits. The Company contributed its ownership interest in Comstock Ventures XVI, L.C. to Comstock Investors VII, L.C. (“Comstock VII”) on March 13, 2013. During 2018 and 2017, New Hampshire Ave. Ventures, LLC did not make any distributions to its non-controlling interest member, 6000 New Hampshire Avenue, LLC. In December 2013, Comstock Investors VIII, L.C. (“Comstock VIII”) entered into subscription agreements with certain accredited investors (“Comstock VIII Class B Members”), pursuant to which Comstock VIII Class B Members purchased membership interests in Comstock VIII for an aggregate amount of $4.0 million (the “Comstock VIII Private Placement”). In connection with the Comstock VIII Private Placement, the Company issued 15 warrants for the purchase of shares of the Company’s Class A common stock to the non-affiliated accredited investors, having an aggregate fair value of $131 thousand. Comstock VIII Class B Members included unrelated third-party accredited investors along with members of the Company’s board of directors and the Company’s former Chief Operating Officer and the former Chief Financial Officer. The Comstock VIII Class B Members are entitled to a cumulative, preferred return of 20% per annum, compounded annually on their capital account balances. The Company has the right to repurchase the interests of the Comstock VIII Class B Members at any time, provided that (i) all of the Comstock VIII Class B Members’ interests are acquired, (ii) the purchase is made in cash and (iii) the purchase price equals the Comstock VIII Class B Members’ capital accounts plus an amount necessary to cause the preferred return to equal a cumulative cash on cash return equal to 20% per annum. The Company evaluated Comstock VIII and determined that the equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial support and the Company was the primary beneficiary as a result of its complete operational control of the activities that most significantly impact the economic performance and its obligation to absorb losses, or receive benefits accordingly, the Company consolidates this entity. In January 2017, the Company fully redeemed the remaining equity interest of Class B Members in Comstock VIII after paying $1.9 million in distributions. In June 2015, Comstock Investors IX, L.C. (“Comstock IX”) entered into subscription agreements with third-party accredited investors (“Comstock IX Class B Members”), pursuant to which Comstock IX Class B Members purchased membership interests in Comstock IX for an aggregate amount of $2.5 million (the “Comstock IX Private Placement”). The Comstock IX Class B Members are entitled to a cumulative, preferred return of 20% per annum, compounded annually on their capital account balances. The Company has the right to repurchase the interests of the Comstock IX Class B Members at any time, provided that (i) all of the Comstock IX Class B Members’ interests are acquired, (ii) the purchase is made in cash and (iii) the purchase price equals the Comstock IX Class B Members’ capital accounts plus any amount necessary to cause the preferred return to equal a cumulative cash on cash return equal to 20% per annum. The Company evaluated Comstock IX and determined that the equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial support and the Company was the primary beneficiary as a result of its complete operational control of the activities that most significantly impact the economic performance and its obligation to absorb losses or receive benefits. Accordingly, the Company consolidates this entity. In October 2017, the Company fully redeemed the remaining equity interest of Class B Members in Comstock IX after paying $3.5 million in distributions. In August 2016, Comstock Investors X, L.C. (“Comstock X”) entered into a subscription agreement with an accredited investor (“Comstock X Class B Member”), pursuant to which the Comstock X Class B Member purchased membership interests in Comstock X for an initial amount of $5.0 million, which is part of an aggregate capital raise of $14.5 million (the “Comstock X Private Placement”). The Comstock X Class B Member is Comstock Development Services, LC (“CDS”), an entity wholly owned by Christopher Clemente, our Chief Executive Officer. In October 2016, the Comstock X Class B Member purchased additional interests in the Comstock X Private Placement in an amount of $9.5 million resulting in an aggregate subscription amount of $14.5 million. In connection with the Comstock X Private Placement, the Company issued a total of 150 warrants for the purchase of shares of the Company’s Class A common stock, having an aggregate fair value of $258. The Comstock X Member is entitled to a cumulative, preferred return of 6% per annum, compounded annually on the capital account balance. The Company has the right to repurchase the interest of the Comstock X Class B Member at any time, provided that (i) all of the Comstock X Class B Members’ interest is acquired, (ii) the purchase is made in cash and (iii) the purchase price equals the Comstock X Class B Members’ capital account plus accrued priority return. In October 2017, the Operating Agreement for Comstock X was amended to increase the maximum capital raise to $19.5 million. Additionally, in October 2017, Comstock X received proceeds of $5.0 million under the amended Operating Agreement to be used for the planned construction of the Company’s Totten Mews, Towns at 1333, Richmond Station, and Marwood East projects. As part of this additional contribution, 50,000 warrants for the purchase of the Company’s Class A common stock, having an aggregate fair value of $258. The Company evaluated Comstock X and determined that the equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial support and the Company was the primary beneficiary of the VIE as a result of its complete operational control of the activities that most significantly impact the economic performance and its obligation to absorb losses, or receive benefits. Accordingly, the Company consolidates this entity. During 2018 and 2017, the Company distributed $1.8 million and $1.0 million, respectively, to its non-controlling interest member. At December 31, 2018 and December 31, 2017, the distributions and contributions for the VIEs discussed above are included within the ‘non-controlling interest’ classification in the consolidated statement of changes in stockholder’s equity. At December 31, 2018 and December 31, 2017, total assets of these VIEs were approximately $19.3 million and $30.6 million, respectively, and total liabilities were approximately $12.6 million and $15.9 million, respectively. The classification of these assets is primarily within ‘real estate inventories’ and the classification of liabilities are primarily within ‘notes payable – secured by real estate inventories’ and ‘accounts payable and accrued liabilities’ in the consolidated balance sheets. Land purchase options The Company typically acquires land for development at market prices under fixed price purchase agreements. The purchase agreements require deposits that may be forfeited if the Company fails to perform under the agreements. The deposits required under the purchase agreements are in the form of cash or letters of credit in varying amounts. The Company may, at its option, choose for any reason and at any time not to perform under these purchase agreements by delivering notice of its intent not to acquire the land under contract. The Company’s sole legal obligation and economic loss for failure to perform under these purchase agreements is typically limited to the amount of the deposit pursuant to the liquidated damages provision contained within the purchase agreement. As a result, none of the creditors of any of the entities with which the Company enters into forward fixed price purchase agreements have recourse to the general credit of the Company. The Company does not share in an allocation of either the profit earned or loss incurred by any of these entities with which the Company has fixed price purchase agreements. The Company has concluded that whenever it options land or lots from an entity and pays a significant non-refundable deposit as described above, a variable interest entity is created under the provisions of ASC 810-10, Consolidation |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. RELATED PARTY TRANSACTIONS Lease for Corporate Headquarters The Company has a lease for its corporate headquarters from an affiliate wholly-owned by our CEO. Future minimum lease payments under this lease, which expires on September 30, 2019, is $0.4 million. For each of the years ended December 31, 2018 and 2017, total rental payments made were $0.4 million and $0.2 million, respectively. Rent expense for the years ended December 31, 2018 and 2017 was $0.4 million and $0.2 million, respectively. Asset Management Agreement On March 30, 2018, CDS Asset Management, L.C. (“CAM”), an entity wholly owned by the Company, entered into a master asset management agreement (the “AMA”) with Comstock Development Services LC (“CDS”), an entity wholly owned by Christopher Clemente, the Chief Executive Officer of the Company. The effective date of this Agreement is January 2, 2018. Pursuant to the AMA, CDS has engaged CAM to manage and administer the CDS’ commercial real estate portfolio and the day to-day operations of CDS and each property-owning subsidiary of CDS. Pursuant to the terms of the AMA, CAM will provide investment advisory, development and asset management services necessary to build out, stabilize and manage certain assets. Pursuant to the AMA, CDS will pay CAM an annual cost-plus fee (the “Annual Fee”) in an aggregate amount equal to the sum of (i) the employment expenses of personnel dedicated to providing services to the Comstock Real Estate Portfolio pursuant to the AMA, (ii) the costs and expenses of the Company related to maintaining the listing of its shares on a securities exchange and complying with regulatory and reporting obligations as a public company, and (iii) a fixed annual payment of $1,000,000. During the year ended December 31, 2018, the Company recorded revenue of $12.0 million which is included in ‘Revenue-asset management’ in the consolidated statement of operations). Private Placements and Promissory Notes On December 29, 2015, the Company and Stonehenge Funding, L.C. (“Stonehenge”), an entity wholly owned by our Chief Executive Officer, entered into a Note Exchange and Subscription Agreement pursuant to which the note in the original principal amount of $4.5 million issued to the Company by Stonehenge was cancelled in its entirety and exchanged for 772,210 shares of the Company’s Series B Non-Convertible Preferred Stock, par value $0.01 per share and a stated value of $5.00 per share (the “Series B Preferred Stock”). The number of shares of Series B Preferred Stock received by Stonehenge in exchange for the note represented the principal amount outstanding plus accrued interest under the note as of December 29, 2015, which was $3.9 million. The holders of Series B Preferred Stock earned dividends at a rate of 8.75% per annum accruing from the effective date of the Note Exchange and Subscription Agreement. On December 29, 2015, Comstock Growth Fund II, L.C. (“CGF II”), an administrative entity managed by the Company, was created for the purpose of extending loans to the Company. CGF II entered into a subscription agreement with CDS pursuant to which CDS purchased membership interests in CGF II for an initial aggregate principal amount of $5.0 million (the “CGF II Private Placement”). Also on December 29, 2015, the Company entered into a revolving line of credit promissory note with CGF II whereby CGF II made a loan to the Company in the initial principal amount of $5.0 million and a maximum amount available for borrowing of up to $10.0 million with a two-year term, which may be extended an additional year. The interest rate is 10% per annum, and interest payments will be accrued and paid in kind monthly for the first year, and then paid current monthly in arrears beginning December 31, 2016. On December 29, 2017, the CGF II loan was extended one year to December 31, 2018. On May 23, 2018, Comstock Holding Companies, Inc. (“Comstock” , “CHCI” or the “Company”) entered into a Note Exchange and Subscription Agreement (the “Note Exchange Agreement”) in which a note (“CGF2 Note”) with an outstanding principal and accrued interest balance of $3.7 million was exchanged for 738,390 shares of the Company’s Series C Non-Convertible Preferred Stock, par value $0.01 per share and a stated liquidation value of $5.00 per share (the “Series C Preferred Stock”), issued by the Company to Comstock Growth Fund II, L.C. (“CGF2”), a Company wholly owned by our Chief Executive Officer. The CGF2 Note was cancelled in its entirety effective as of the Effective Date. As a result of the conversion of CGF & CGF2 notes, the Company recognized a gain of $3.7 million, which was recorded in ‘Additional paid-in capital’ in the consolidated balance sheet and an income tax benefit of $0.5 million, which was recorded in the consolidated statement of operations for the three and nine months ended September 30, 2018. As of December 31, 2017, $3.6 million was outstanding in principal and accrued interest under the CGF II loan (Note 10). See Note 15 for a summary of the Comstock VII Private Placement and the Comstock VIII Private Placement which involved certain of our officers and directors and Note 10 to the consolidated financial statements for further description of the CGF Private Placement and the CGF II Private Placement. See Note 15 for a summary of the Comstock X Private Placement which involved a wholly owned entity of the Chief Executive Officer of the Company Share Exchange Agreement On March 22, 2017, the Company entered into a Share Exchange Agreement with the holders of the Company’s Series B Preferred Stock pursuant to which the Company exchanged 858,210 shares of the Company’s Series B Preferred Stock for 772,210 shares of the Company’s newly created Series C Non-Convertible Preferred Stock, par value $0.01 per share and a stated value of $5.00 per share. The Series C Preferred Stock has a discretionary dividend feature, as opposed to the mandatory dividend feature in the Series B Preferred Stock. The Series B Preferred Stock, together with all accrued dividends earned through the conversion date, was retired upon re-acquisition and the fair value of the Series C Preferred Stock is recorded in ‘Stockholders’ equity’ in the accompanying consolidated balance sheets. The difference in fair value from the extinguishment of the Series B Preferred Stock and issuance of the Series C Preferred Stock of $1,011 was recorded in the accompanying consolidated statement of operations. Services Agreement On February 23, 2009, Comstock Homes of Washington, L.C., a wholly-owned subsidiary of the Company, entered into a Services Agreement with Comstock Asset Management, L.C., an entity wholly-owned by the Chief Executive Officer, to provide services related to real estate development and improvements, legal, accounting, marketing, information technology and additional support services. For the years ended December 31, 2018 and 2017, the Company billed Comstock Asset Management, L.C. $0.12 million and $1.1 million, respectively, for services and out-of-pocket expenses incurred. Revenues from this arrangement are included within ‘Revenue – asset management’ within the accompanying consolidated statements of operations. As of December 31, 2018 and 2017, the Company was owed $0 thousand and $145 thousand, respectively, under this contract, which is included in ‘Trade receivables’ in the accompanying consolidated balance sheets |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Warrants | 17. WARRANTS As part of the Comstock VII Private Placement discussed in Note 15, the Company issued warrants to purchase shares of the Company’s Class A common stock to the Comstock VII Class B Members who are not officers, directors or affiliates of the Company and who purchased membership interests in the offering that equaled or exceeded an initial investment amount of $250 thousand. The warrants represent the right to purchase an aggregate amount of up to 16 shares of the Company’s Class A common stock. The warrants have an initial exercise price which is equal to the average of the closing price of the Company’s Class A common stock of the 20 trading days preceding the issuance of the warrants. The warrants contain a cashless exercise provision. In the event the purchasers exercise the warrants on a cashless basis, the Company will not receive any proceeds. The warrants may be exercised at any time prior to March 14, 2023. In addition, as part of the Comstock VIII Private Placement discussed in Note 15, the Company issued warrants to purchase shares of the Company’s Class A common stock to the Comstock VIII Class B Members who are not officers, directors or affiliates of the Company and who purchased membership interests that equaled or exceeded an initial investment amount of $250 thousand. The warrants represent the right to purchase an aggregate amount of up to 15 shares of the Company’s Class A common stock. The warrants have an initial exercise price which is equal to the average of the closing price of the Company’s Class A common stock of the 20 trading days preceding the issuance of the warrants. The warrants contain a cashless exercise provision. In the event the purchasers exercise the warrants on a cashless basis, the Company will not receive any proceeds. The warrants may be exercised at any time prior to December 12, 2023. Also, as part of the Comstock X Private Placement discussed in Note 15, the Company issued warrants to purchase shares of the Company’s Class A common stock to the Comstock X Class B Member. The warrants represent the right to purchase an aggregate amount of up to 150 shares of the Company’s Class A common stock. The warrants have an initial exercise price which is equal to the average of the closing price of the Company’s Class A common stock of the 20 trading days preceding the issuance of the warrants. The warrants contain a cashless exercise provision. In the event the purchasers exercise the warrants on a cashless basis, the Company will not receive any proceeds. The warrants may be exercised at any time prior to August 15, 2026. As part of the additional $5.0 million contribution received from Comstock X in October 2017, an additional 50 warrants to purchase the Company’s Class A common stock were issued. These warrants have the same terms and provisions as the original 150 warrants issued in August 2016. These warrants may be exercised any time prior to October 16, 2027. As discussed in Note 10, as part of the CGF Private Placement, depending upon the investment amount, purchasers of interests in CGF other than CDS received warrants that represent the right to purchase a certain number of shares of the Company’s Class A common stock. For purchasers who are not affiliates or insiders, the warrants have initial exercise prices ranging from $4.91 to $7.63. The exercise prices of the warrants to affiliates and insiders range from $7.30 to $7.63. The warrants contain a cashless exercise provision. In the event a purchaser exercises the warrant on a cashless basis, the Company will not receive any proceeds. The warrants may be exercised at any time within ten years from the date of issuance. As of December 31, 2018, the warrants represent the right to purchase an aggregate amount of up to 76 shares of our Class A common stock. In connection with entering into the SunBridge (“BridgeCom”) loan agreement in 2011, the Company issued warrants to purchase shares of the Company’s Class A common stock to BridgeCom Development I, LLC, an affiliate of SunBridge. The warrants represent the right to purchase an aggregate amount of up to 143 shares of the Company’s Class A common stock. The warrants have an initial exercise price of $7.21. The warrants contain a cashless exercise provision. In the event the purchasers exercise the warrants on a cashless basis, the Company will not receive any proceeds. The warrants may be exercised at any time prior to July 12, 2021. On May 29, 2012, the Company repaid the SunBridge loans in full and the SunBridge warrants remain unexercised as of December 31, 2018. |
Unconsolidated Joint Venture
Unconsolidated Joint Venture | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Unconsolidated Joint Venture | 18. UNCONSOLIDATED JOINT VENTURE The Company accounts for its interest in its title insurance joint venture using the equity method of accounting and adjusts the carrying value for its proportionate share of earnings, losses and distributions. The investment in the unconsolidated joint venture was $72 and $27 as of December 31, 2018 and 2017, respectively, and is included within ‘Other assets, net’ in the accompanying consolidated balance sheets. Earnings for the years ended December 31, 2018 and 2017, from this unconsolidated joint venture of $137 and $53, respectively, is included in ‘Other income, net’ in the accompanying consolidated statement of operations. During the years ended December 31, 2018 and 2017, the Company collected and recorded a distribution of $89 and $83, respectively, from this joint venture as a return on investment. Summarized unaudited financial information for the unconsolidated joint venture is as follows: Twelve Months Ended December 31, 2018 2017 Statement of Operations: Total net revenue $ 391 $ 219 Total expenses 117 114 Net income $ 274 $ 105 Comstock Holding Companies, Inc. share of net income $ 137 $ 53 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 19. INCOME TAXES During the year ended December 31, 2018, the Company recognized income tax expense of $12 thousand and the effective tax rate was 0.24%. During the year ended December 31, 2017, the Company recognized income tax expense of $38 thousand and the effective tax rate was 0.91%. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company recorded valuation allowances for certain tax attributes and other deferred tax assets. At this time, sufficient uncertainty exists regarding the future realization of these deferred tax assets through future taxable income. If, in the future, the Company believes that it is more likely than not that these deferred tax benefits will be realized, the valuation allowances will be reversed. With a full valuation allowance, any change in the deferred tax asset or liability is fully offset by a corresponding change in the valuation allowance. The Tax Cuts and Jobs Act was enacted on December 22, 2017, resulting in significant changes to the taxation of corporations and individuals. For corporate taxpayers, the Tax Act lowers the corporate tax rate, from 35% to 21%, which requires the Company to re-measure net deferred tax assets in the period of enactment as a discrete item within the income tax provision. As of result of the decrease in the federal tax rate, a decrease of net deferred tax assets of approximately $20 million was recorded. This decrease is substantially offset by the Company’s valuation allowance. The Company currently has approximately $147 million in federal and state Net Operating Losses (“NOLs), which based on current statutory tax rates, including the lower corporate tax rate enacted by the Tax Act. If unused, these NOLs will begin expiring in 2027. Under Code Section 382 (“Section 382”) rules, if a change of ownership is triggered, the Company’s NOL assets and possibly certain other deferred tax assets may be impaired. We estimate that as of December 31, 2018, the three-year cumulative shift in ownership of the Company’s stock has not triggered an impairment of our NOL asset. However, if an ownership change were to occur, the Section 382 limitation would not be expected to materially impact the Company’s financial position or results of operations as of December 31, 2018, because the Company has recorded a full valuation allowance on substantially all of its net deferred tax assets. The Company’s ability to use its NOLs (and in certain circumstances, future built-in losses and depreciation deductions) can be negatively affected if there is an “ownership change” as defined under Section 382. In general, an ownership change occurs whenever there is a shift in ownership by more than 50 percentage points by one or more 5% stockholders over a specified time period (generally three years). Given Section 382’s broad definition, an ownership change could be the unintended consequence of otherwise normal market trading in the Company’s stock that is outside of the Company’s control. In an effort to preserve the availability of these NOLs, Comstock adopted a Section 382 rights agreement, which expired in May 2014. In June 2015, at the 2015 Annual Meeting of Stockholders, the Company’s stockholders approved a new Internal Revenue Code Section 382 Rights Agreement (the “Rights Agreement”) to protect stockholder value. The Rights Agreement expires on March 27, 2025. The Rights Agreement was adopted to reduce the likelihood of such an unintended “ownership change”, thus preserving the value of these tax benefits. Similar plans have been adopted by a number of companies holding similar significant tax assets over the past several years. The Company has not recorded any accruals related to uncertain tax positions as of December 31, 2018 and 2017, respectively. We file U.S. and state income tax returns in jurisdictions with varying statutes of limitations. The 2015 through 2017 tax years remain subject to examination by federal and most state tax authorities. The income tax provision consists of the following as of December 31: 2018 2017 Current: Federal $ — $ — State 18 24 18 24 Deferred: Federal (607 ) 15,171 State (111 ) 2,724 (718 ) 17,895 Valuation allowance 712 (17,881 ) Total income tax expense $ 12 $ 38 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Components of the Company’s deferred tax assets and liabilities at December 31, 2018 and 2017 are as follows: 2018 2017 Deferred tax assets: Inventory $ 500 $ 834 Warranty 63 67 Net operating loss and tax credit carryforwards 37,937 37,045 Accrued expenses 4 4 Stock based compensation 379 352 Investment in affiliates — 48 38,883 38,350 Less - valuation allowance (38,809 ) (38,328 ) Net deferred tax assets 74 22 Deferred tax liabilities: Depreciation and amortization (11 ) (21 ) Investment in affiliates (28 ) — Goodwill amortization (44 ) (15 ) Net deferred tax liabilities (83 ) (36 ) Net deferred tax assets (liabilities) $ (9 ) $ (14 ) A reconciliation of the statutory rate and the effective tax rate after adjustments for non-includable partnership income arising from non-controlling interest follows: 2018 2017 Federal statutory rate (21.00 %) (35.00 %) State income taxes - net of federal benefit (4.74 %) (3.90 %) Permanent differences 16.52 % (10.94 %) Return to provision adjustments (4.29 %) 5.18 % Change in valuation allowance 14.32 % (417.08 %) Current state income tax 0.36 % 0.56 % Change in enacted rate 1.52 % 462.23 % Other, net (2.45 %) (0.15 %) Effective tax rate 0.24 % 0.91 % |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Preferred Stock | 20. PREFERRED STOCK On March 22, 2017, the Company entered into a Share Exchange Agreement with the holders of the Company’s Series B Preferred Stock pursuant to which the Company exchanged 858,210 shares of the Company’s Series B Preferred Stock for 772,210 shares of the Company’s newly created Series C Non-Convertible Preferred Stock, par value $0.01 per share and a stated value of $5.00 per share. The Series C Preferred Stock has a discretionary dividend feature, as opposed to the mandatory dividend feature in the Series B Preferred Stock. The Series B Preferred Stock, together with all accrued dividends earned through the conversion date, was retired upon re-acquisition and the fair value of the Series C Preferred Stock is recorded in ‘Stockholders’ equity’ in the accompanying consolidated balance sheets. The difference in fair value from the extinguishment of the Series B Preferred Stock and issuance of the Series C Preferred Stock of $1,011 was recorded in the accompanying consolidated statements of operations. For the year ended December 31, 2017, 15,663 shares of the Series B Preferred Stock, with a liquidation value of $78, were paid-in-kind, and were retired in the conversion. On May 23, 2018, the Company entered into a Note Exchange and subscription agreement in which a note (“CGF2 Note) with an outstanding principal and accrued interest balance of $3.7 million was exchanged for 738,390 shares of the Company’s Series C Non-Convertible Preferred Stock, par value $0.01 per share and a stated liquidation value of $5.00 per share, issued by the Company to Comstock Growth Fund II, L.C. (“CGF2”), a Company wholly owned by our Chief Executive Officer. The CGF2 Note was cancelled in its entirety effective as of the Effective Date. As a result of the conversion of CGF and CGF2, the Company recognized a gain of $3.7 million, which was recorded in ‘Additional paid-in capital’ in the consolidated balance sheet and an income tax benefit of $0.5 million, which was recorded in the consolidated statement of operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. SUBSEQUENT EVENTS On February 12, 2019, the Company held a special meeting of stockholders (the “2019 Special Meeting”), at which its stockholders approved and adopted the Comstock Holding Companies, Inc. 2019 Omnibus Incentive Plan (the “2019 Plan”). The Company’s board of directors previously approved the 2019 Plan on December 12, 2018, subject to stockholder approval. At the 2019 Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Class A common stock from 11,038,071 to 59,779,750 and a corresponding increase to the number of authorized shares of all classes of capital stock from 31,428,571 to 80,000,000 (the “Amendment”). The Amendment became effective upon filing with the Secretary of State of the State of Delaware on February 15, 2019 (the “Certificate of Amendment”). Also on February 15, 2019 the Company filed a Certificate of Amendment of the Certificate of Designation of Series C Non-Convertible Preferred Stock of Comstock Holding Companies, Inc. (the “Series C Certificate of Amendment”) with the Secretary of the State of Delaware. The Series C Certificate of Amendment amended the Certificate of Designation to increase the number of shares of Series C Preferred Stock from 3,000,000 to 4,500,000. On March 14, 2019, the Company paid in full a loan related to The Woods at Spring Ridge project. The loan had a maturity date of March 15, 2019. As of December 31, 2018, the Company had $1.8 million in outstanding borrowings under this loan. |
Organization (Policies)
Organization (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Liquidity Developments | Liquidity Developments We finance our Asset Management and Real Estate Services operations, capital expenditures, and business acquisitions with internally generated funds, borrowings from our credit facilities and long-term debt. The winding down of on balance sheet Homebuilding activities will require capital to develop land, to construct homes, to fund related carrying costs and overhead and to fund various advertising and marketing programs to generate sales. Homebuilding activities will continue to be funded by private equity and debt placements (which has included significant participation from Company insiders), funds derived from various secured and unsecured borrowings to finance construction on acquired land, cash flow from operations, which includes the sale and delivery of constructed homes, finished and raw building lots. The Company is involved in ongoing discussions with lenders and equity sources in an effort to provide additional growth capital to fund various new business opportunities. See Note 10 in the accompanying consolidated financial statements for more details on our debt and credit facilities and Note 17 in the accompanying consolidated financial statements for details on private placement offerings in 2018 and 2017. As of December 31, 2018, $1.8 million of the Company’s secured project related notes were set to mature on March 15, 2019. On March 14, 2019 the Company paid in full the secured project related note. As of March 29, 2019, the Company has successfully repaid all obligations with Lenders through March 29, 2019, as more fully described in Note 10 and Note 21. These debt instruments impose certain restrictions on our operations, including speculative unit construction limitations, curtailment obligations and financial covenant compliance. If we fail to comply with any of these restrictions, an event of default could occur. Additionally, events of default could occur if we fail to make required debt service payments or if we fail to come to agreement on an extension on a certain facility prior to a given loan’s maturity date. Any event of default would likely render the obligations under these instruments due and payable as of that event. Any such event of default would allow certain of our lenders to exercise cross default provisions in our loan agreements with them, such that if we default on an obligation, all debt with that particular institution could be called into default. At December 31, 2018, $4.9 million of our notes payable to affiliates were set to mature prior to the end of 2019. These funds were primarily obtained from entities wholly owned by our Chief Executive Officer, and the Company maintains the unilateral ability to extend the maturity dates beyond 2019 as needed. The CEO has historically provided financing in the form of debt and equity to the Company, as needed, through investment vehicles as further described in Notes 10 and 15. The current performance of our projects has met all required servicing obligations required by the facilities. We are anticipating that with successful resolution of the debt extension discussions with our lenders, current available cash on hand, and additional cash from settlement proceeds at existing and under development communities, the Company will have sufficient financial resources to sustain its operations through the next 12 months. Refer to Note 10 for further discussion regarding extensions and Note 21 for other subsequent events impacting our credit facilities. |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and include the accounts of the Company and all of its majority-owned and controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated. Investments less than 100% owned partnerships and affiliates are accounted for using the equity method unless it is determined that the Company has control of the entity, in which case the entity would be consolidated. The Company had one joint venture investment accounted for using the equity method as of December 31, 2018 and 2017. |
Cash and cash equivalents and restricted cash | Cash and cash equivalents and restricted cash Cash and cash equivalents are comprised of cash and short-term investments with maturities of three months or less when purchased. At times, the Company may have deposits with institutions in excess of federally insured limits. To date, we have not experienced loss or lack of access to our invested cash or cash equivalents; however, we can provide no assurance that access to our cash and cash equivalents will not be impacted by adverse conditions in the financial market. At December 31, 2018 and 2017, the Company had restricted cash of $1.2 million and $1.1 million, respectively, related to restricted purchaser escrow deposits and cash held in escrow as collateral for letters of credit. |
Trade Receivables | Trade Receivables Trade receivables are recorded at the amount invoiced. We reduce accounts receivable by estimating an allowance for amounts that may become uncollectible in the future. Management determines the estimated allowance for uncollectible amounts based on their judgements in evaluating the aging of the receivables and the financial condition of our clients, which may be dependent on the type of client and the client’s current financial condition. |
Real estate inventories | Real estate inventories Real estate inventories include land, land development costs, construction and other costs. Real estate held for development and use is stated at cost, or when circumstances or events indicate that the real estate is impaired, at estimated fair value. Real estate held for sale is carried at the lower of cost or fair value less estimated costs to sell. Land, land development and indirect land development costs are accumulated by specific project and allocated to various units within that project using specific identification and allocation based upon the relative sales value, unit or area methods. Direct construction costs are assigned to units based on specific identification. Construction costs primarily include direct construction costs and capitalized field overhead. Other costs are comprised of fees, capitalized interest and real estate taxes. Costs incurred to sell real estate are capitalized to the extent they are reasonably expected to be recovered from the sale of the project and are tangible assets or services performed to obtain regulatory approval of sales. Other selling costs are expensed as incurred. If the project is considered held for sale, it is valued at the lower of cost or fair value less estimated selling costs. The evaluation takes into consideration the current status of the property, carrying costs, costs of disposition, various restrictions and any other circumstances that may affect fair value including management’s plans for the property. For assets held for development and use, a write-down to estimated fair value is recorded when the net carrying value of the property exceeds its estimated undiscounted future cash flows. Estimated fair value is based on comparable sales of real estate in the normal course of business under existing and anticipated market conditions. These evaluations are made on a property-by-property basis whenever events or changes in circumstances indicate that the net book value may not be recoverable. As of December 31, 2018 and 2017, the Company did not have any development projects considered to be held for sale. |
Capitalized interest and real estate taxes | Capitalized interest and real estate taxes Interest and real estate taxes incurred relating to the development of lots and parcels are capitalized to real estate inventories during the active development period, which generally commences when borrowings are used to acquire real estate assets and ends when the properties are substantially complete or the property becomes inactive. A project becomes inactive when development and construction activities have been suspended indefinitely. Interest is capitalized based on the interest rate applicable to specific borrowings or the weighted average of the rates applicable to other borrowings during the period. Interest and real estate taxes capitalized to real estate inventories are expensed as a component of cost of sales as related units are settled. The following table is a summary of interest and real estate taxes incurred, capitalized and expensed for units settled: Twelve Months Ended December 31, 2018 2017 Total interest incurred and capitalized $ 2,415 $ 4,223 Total real estate taxes incurred and capitalized 306 354 Total interest and real estate taxes incurred and capitalized $ 2,721 $ 4,577 Interest expensed as a component of cost of sales $ 3,299 $ 2,604 Real estate taxes expensed as a component of cost of sales 340 267 Interest and real estate taxes expensed as a component of cost of sales $ 3,639 $ 2,871 The amount of interest from entity level borrowings that we are able to capitalize in accordance with Accounting Standards Codification (“ASC”) 835 is dependent upon the average accumulated expenditures that exceed project specific borrowings. Additionally, when a project becomes inactive, its interest, real estate taxes and indirect production overhead costs are no longer capitalized but rather expensed in the period they are incurred. The following is a breakdown of the interest and real estate taxes expensed in the consolidated statement of operations for the periods presented: Twelve Months Ended December 31, 2018 2017 Interest incurred and expensed from entity level borrowings $ 97 $ — Interest incurred and expensed for inactive projects 61 41 Real estate taxes incurred and expensed for inactive projects 13 — $ 171 $ 41 |
Fixed assets | Fixed assets Fixed assets are carried at cost less accumulated depreciation and are depreciated on the straight-line method over their estimated useful lives as follows: Furniture and fixtures 7 years Office equipment and vehicles 5 years Leasehold improvements life of related lease Computer equipment 3 years Capitalized software 3 years When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from their separate accounts and any gain or loss on sale is reflected in operations. Expenditures for maintenance and repairs are charged to expense as incurred. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a business acquisition. Following an acquisition, we perform an analysis to value the acquired company’s tangible and identifiable intangible assets and liabilities. With respect to identifiable intangible assets, we consider backlog, non-compete agreements, client relationships, trade names, patents and other assets. We amortize our intangible assets based on the period over which the contractual or economic benefits of the intangible assets are expected to be realized. We assess the recoverability of the unamortized balance of our intangible assets when indicators of impairment are present based on expected future profitability and undiscounted expected cash flows and their contribution to our overall operations. Should the review indicate that the carrying value is not fully recoverable, the excess of the carrying value over the fair value of the intangible assets would be recognized as an impairment loss. We perform our annual goodwill impairment review during our fiscal fourth quarter. In addition, we regularly evaluate whether events and circumstances have occurred that may indicate a potential change in recoverability of goodwill. We perform interim goodwill impairment reviews between our annual reviews if certain events and circumstances have occurred, including a deterioration in general economic conditions, an increased competitive environment, a change in management, key personnel, strategy or customers, significant or unusual changes in market capitalization, negative or declining cash flows, or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods. When assessing goodwill for impairment, the Company may first assess qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount or elect to bypass such assessment. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, or the Company elects to bypass such assessment, the Company then determines the fair value of each reporting unit. The estimate of the fair value of each reporting unit is based on a projected discounted cash flow model that includes significant assumptions and estimates including the Company's discount rate, growth rate and future financial performance. Assumptions about the discount rate are based on a weighted average cost of capital built up from various interest rate components applicable to the Company. Assumptions about the growth rate and future financial performance of a reporting unit are based on the Company's forecasts, business plans, economic projections and anticipated future cash flows. The fair value of each reporting unit is compared to the carrying amount of the reporting unit. If the carrying value of the reporting unit exceeds the fair value, then an impairment loss is recognized for the difference |
Warranty reserve | Warranty reserve Warranty reserves for units settled are established to cover potential costs for materials and labor with regard to warranty-type claims expected to arise during the typical one-year warranty period provided by the Company or within the two-year statutorily mandated structural warranty period for condominiums. Because the Company typically subcontracts its homebuilding work, subcontractors are required to provide the Company with an indemnity and a certificate of insurance prior to receiving payments for their work. Claims relating to workmanship and materials are generally the primary responsibility of the subcontractors and product manufacturers. The warranty reserve is established at the time of closing and is calculated based upon historical warranty cost experience and current business factors. This reserve is an estimate and actual warranty costs could vary from these estimates. Variables used in the calculation of the reserve, as well as the adequacy of the reserve based on the number of homes still under warranty, are reviewed on a periodic basis. Warranty claims are directly charged to the reserve as they arise. The following table is a summary of warranty reserve activity, which is included in accounts payable and accrued liabilities: Years ended December 31, 2018 2017 Balance at beginning of period $ 258 $ 287 Additions 108 178 Releases and/or charges incurred (171 ) (207 ) Balance at end of period $ 195 $ 258 |
Contract Liabilities | Contract Liabilities Progress payment balances in excess of revenue recognized, as well as advance payments received from customers, are classified as deferred contract liabilities on the consolidated balance sheet in the financial statement line item titled “Deferred revenue.” Homebuilding purchase deposits are classified as deferred contract liabilities on the consolidated balance sheet in the financial statement line item titled “Accounts payable and accrued liabilities.” Contract liabilities consisted of the following: Years ended December 31, 2018 2017 Contract Liabilities: Customer Deposits and Deferred Revenue Homebuilding - Customer Deposits $ 1,189 $ 575 Asset Management - Deferred revenue 1,875 — Total Contract Liabilities $ 3,064 $ 575 Deferred Revenue – Asset Management relate to the AMA executed on March 30, 2018 and effective January 2, 2018. See Note 16 – Related Party Transactions for details regarding this transaction. The Company’s other contract liabilities, that consist of deposits received from customers (“Customer deposits”) on homes not settled, were $1.2 million and $0.6 million as of December 31, 2018 and 2017, respectively. During the year ended December 31, 2018, the Company recognized in revenue approximately $0.5 million of the customer deposits held as of December 31, 2017. Customer deposits are also included in Note 9 – Accounts Payable and Accrued Liabilities |
Revenue recognition | Revenue recognition The Company’s revenues consist primarily of 1) buildout of the remaining projects under the homebuilding platform, 2) recurring fees earned under the AMA, 3) property management, and 4) real estate management and consulting services. All of the Company’s revenue streams are U.S. based and substantially all are accounted for as short-term contracts. As such, the performance obligations required to complete contracts have an expected duration of less than one year. As a result, the Company does not disclose the value of unsatisfied performance obligations for contracts in accordance with the optional exemptions related to the disclosure of transaction price allocation under ASC 606. Additionally, incremental costs of obtaining a contract are recognized as an expense when incurred because the amortization period of the asset would have been recognized in one year or less. The following table presents the Company’s sales from contracts with customers disaggregated by categories which best represents how the nature, amount, timing and uncertainty of sales are affected by economic factors. Years ended December 31, 2018 2017 Revenue by customer Individual customers $ 41,245 $ 43,399 Related party 12,900 — Commercial 2,604 2,031 Total Revenue by Customer $ 56,749 $ 45,430 Revenue by contract type Fixed-price $ 42,386 $ 43,399 Cost-plus 12,040 — Time and Material 2,323 2,031 Total Revenue by contract type $ 56,749 $ 45,430 Revenue and related profits or losses from homebuilding contracts include the sale of residential properties and units, finished lots and land sales is recognized on the settlement date at the contract sales price, when control is transferred to our customers. These contracts meet the criteria for recognizing revenue at a point in time. As such, these revenues are disaggregated in ‘Individual customers’ and ‘Fixed-price’ in the tables above. Under the recently executed AMA and most of the Company’s real estate services contracts, performance obligations are satisfied over time. For performance obligations satisfied over time, the objective is to measure progress in a manner which depicts the performance of transferring control to the customer. As such, the Company recognizes revenue over time using the “right-to-invoice” cost-to-cost revenue recognition model, which includes cost-plus and fixed-prices contracts, as this depicts when control of the promised goods and/or services are transferred to the customer. Sales are recognized as the ratio of actual costs of work performed to the estimated costs at completion of the performance obligation (cost-to-cost). As such, these revenues are disaggregated in ‘Related party’ and ‘Commercial’ customers, and ‘Cost-plus’ and ‘Fixed-price’ in the tables above. Other revenue earned from management, consulting and administrative support services provided, which may or may not be covered by a formal contract, are generally time and material based. Revenue from these contracts is recognized as the services are provided. As such, these revenues are disaggregated in ‘Commercial’ and ‘Time and Material’ in the tables above. |
Advertising costs | Advertising costs The total amount of advertising costs charged to operations for the year ended December 31, 2018 was $130, of which $129 was charged to sales and marketing and $1 was charged to general and administrative expenses. The total amount of advertising costs charged to operations for the year ended December 31, 2017 was $568, of which $560 was charged to sales and marketing and $8 was charged to general and administrative expenses. |
Stock compensation | Stock compensation As discussed in Note 14, the Company sponsors stock option plans and restricted stock award plans. The Company accounts for its share-based awards pursuant to Accounting Standards Codification (“ASC”) 718, Share Based Payments |
Income taxes | Income taxes Income taxes are accounted for under the asset and liability method in accordance with ASC 740, Accounting for Income Taxes The Tax Cuts and Jobs Act was enacted on December 22, 2017 with an effective date of January 1, 2018. The results of the Tax Act include, among others, a reduction to the corporate federal income tax rate from 35% to 21%, the repeal of the Alternative Minimum Tax, and the allowance of net operating losses arising in tax years ending after 2017 to be carried forward indefinitely, subject to limitation. The law introduces substantial changes to the Internal Revenue Code, with extensive implications for our federal current and deferred income tax provision. For further information, see Note 19 of the Notes to Consolidated Financial Statement included in this report. |
Loss per share | Loss per share The weighted average shares and share equivalents used to calculate basic and diluted loss per share for the years ended December 31, 2018 and 2017 are presented on the consolidated statement of operations. Restricted stock awards, stock options and warrants for the years ended December 31, 2018 and 2017 are included in the diluted loss per share calculation using the treasury stock method and average market prices during the periods, unless the restricted stock award, stock options and warrants would be anti-dilutive. As a result of the net losses for the years ended December 31, 2018 and 2017, diluted net loss per share excludes the effects of 450 and 400 warrants, respectively; stock options of 441 and 489, respectively; and 138 and 243 restricted stock awards, respectively. |
Comprehensive income (loss) | Comprehensive income (loss) For the years ended December 31, 2018 and 2017, comprehensive income (loss) equaled net income (loss); therefore, a separate statement of comprehensive income (loss) is not included in the consolidated financial statements. |
Segment reporting | Segment reporting During 2018, we revised our business strategy and transitioned our business operations to three operating segments: Homebuilding, Asset Management and Real Estate Services. Prior to this transition we operated our business through three segments: Homebuilding, Multi-family and Real Estate Services. We are focused on the Washington, D.C. market. In our Homebuilding segment, we develop properties with the intent to sell as fee-simple properties or condominiums to individual buyers or to private or institutional investors. In our Asset Management segment, we manage projects ranging from approximately 100-500 residential units in locations that are supply constrained with demonstrated demand for stabilized assets. We also provide development and asset management services to a wide range of real estate assets and businesses that include apartments, hotels, office buildings, leased lands, retail stores, mixed-use developments, and urban developments. In our Real Estate Services segment we provide services in all aspects of real estate including strategic planning, land development, entitlement, sales and marketing, workout and turnaround strategies, financing and general construction. The following disclosure includes the Company’s three reportable segments of Homebuilding, Asset Management and Real Estate Services. Each of these segments operates within the Company’s single Washington, D.C. reportable geographic segment. Asset Management Real Estate Services Homebuilding Total Twelve Months Ended December 31, 2018 Gross revenue $ 12,473 $ 3,031 $ 41,245 $ 56,749 Gross profit, excluding impairment charges 1,182 (59 ) (1,554 ) (431 ) Net (loss) income 1,187 (849 ) (5,304 ) (4,966 ) Total assets 2,882 3,242 28,976 35,100 Depreciation, amortization, and stock based compensation 159 221 17 397 Interest expense — 97 74 171 Real Estate Services Homebuilding Total Twelve Months Ended December 31, 2017 Gross revenue $ 2,031 $ 43,399 $ 45,430 Gross profit (268 ) 2,814 $ 2,546 Net (loss) income (430 ) (4,348 ) $ (4,778 ) Total assets 3,684 47,474 $ 51,158 Depreciation, amortization, and stock based compensation 177 409 $ 586 Interest expense 41 — $ 41 The Company allocates sales, marketing and general and administrative expenses to the individual segments based upon specifically allocable costs. |
Use of estimates | Use of estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. Material estimates are utilized in the valuation of real estate inventories, valuation of deferred tax assets, analysis of goodwill impairment, valuation of equity-based compensation, capitalization of costs, consolidation of variable interest entities and warranty reserves. |
Reclassifications | Reclassifications Reclassifications have been made to the prior year consolidated financial statements to conform to the current year presentation. For the years ended December 31, 2018 and 2017, we reclassified restricted cash into the “cash, restricted cash, and cash equivalents” balance on the Consolidated Statements of Cash Flows. |
Recent accounting pronouncements | Recent accounting pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU No. 2014-09 will require an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted this In February 2016, the FASB issued ASU 2016-02, Leases ("ASC 842"), to increase transparency and comparability among organizations' accounting for leases. The guidance requires a company to recognize right-of-use assets and lease liabilities on the balance sheet, as well as to disclose key quantitative and qualitative information about leasing arrangements. This guidance is effective on a modified retrospective basis for reporting periods beginning after December 15, 2018, with early adoption permitted. As permitted by the guidance, the Company will elect to retain the original lease classification and historical accounting for initial direct costs for leases existing prior to the adoption date. Furthermore, the Company will not have to reassess contracts entered into prior to the adoption date for the existence of a lease. The Company will also elect not to restate prior periods for the impact of the adoption of the new standard and will instead recognize a cumulative-effect adjustment to beginning retained earnings as of January 1, 2019 for any prior period income statement effects identified. The Company has been assessing the changes required to support the adoption of the new standard, as well as the quantitative impact this guidance will have on its financial statements and related disclosures. As a result, the Company expects this standard will result in no material recognition of Right of Use Assets or Lease Liabilities on its consolidated balance sheet, as a result of existing office leases. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), which creates a new framework to evaluate financial instruments, such as trade receivables, for expected credit losses. This new framework replaces the existing incurred loss approach and is expected to result in more timely recognition of credit losses. ASU No. 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is not until years beginning after December 15, 2018. We are evaluating the effect this guidance will have on our financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments Statement of Cash Flows Statement of Cash Flows (Topic 230), Restricted Cash Statement of Cash Flows In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805), Clarifying the Definition of a Business”, which provides a more robust framework to use in determining when a set of assets and activities (collectively referred to as a “set”) is a business. The standard requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. ASU 2017-01 is effective for public business entities for annual periods beginning after December 15, 2017. The amendments in ASU 2017-01 should be applied prospectively on or after the effective date. The adoption of ASU 2017-01on January 1, 2018 did not have a material effect on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” which removes Step 2 from the goodwill impairment test and replaces the qualitative assessment. Impairment will be measured using the difference between the carrying amount and the fair value of the reporting unit. Under this revised guidance, failing Step 1 will always result in a goodwill impairment. The amendments in this update should be applied prospectively for annual and interim periods in fiscal years beginning after December 15, 2019. Early adoption is permitted for goodwill impairment tests with measurement dates after January 1, 2017. The Company early adopted this guidance during the fourth quarter of 2018 and the early adoption did not have a material impact on the Company’s consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718)—Scope of Modification Accounting.” The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. ASU 2017-09 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2017. The amendments in this update should be applied prospectively to an award modified on or after the adoption date. The adoption of ASU 2017-09 did not have a material effect on our consolidated financial statements. In March 2018, the FASB issued ASU 2018-05, “Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118” (“ASU 2018-05”). The Tax Cuts and Jobs Act (the “Act”) changes existing United States tax law and includes numerous provisions that will affect businesses. The Act, for instance, introduces changes that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits. ASC Topic 740 provides accounting and disclosure guidance regarding the recognition of taxes payable or refundable for the current year and the recognition of deferred tax liabilities and deferred tax assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. In accordance with SEC Staff Accounting Bulletin (SAB) 118, entities that elect to record provisional amounts must base them on reasonable estimates and may adjust those amounts for a period of up to a year after the December 22, 2017 enactment date. The amendments of ASU 2018-05 did not have a material effect on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), which removes, adds and modifies certain disclosure requirements for fair value measurements in Topic 820. ASU 2018-13 removes the following disclosure requirements: (i) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and (ii) the entity’s valuation processes for Level 3 fair value measurements. ASU 2018-13 adds the following disclosure requirements: (i) provide information about the measurement uncertainty of Level 3 fair value measurements as of the reporting date rather than a point in the future, (ii) disclose changes in unrealized gains and losses related to Level 3 measurements for the period included in other comprehensive income, and (iii) disclose for Level 3 measurements the range and weighted average of the significant unobservable inputs and the way it is calculated. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. We do not expect the adoption of this pronouncement to have a material impact on our consolidated financial statements. Other accounting pronouncements issued or effective during the year ended December 31, 2018 are not applicable to us or are not anticipated to have a material effect on our consolidated financial statements. |
Consolidation Of Entities | The Company does not share in an allocation of either the profit earned or loss incurred by any of these entities with which the Company has fixed price purchase agreements. The Company has concluded that whenever it options land or lots from an entity and pays a significant non-refundable deposit as described above, a variable interest entity is created under the provisions of ASC 810-10, Consolidation |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Interest Incurred, Capitalized and Expensed for Units Settled | The following table is a summary of interest and real estate taxes incurred, capitalized and expensed for units settled: Twelve Months Ended December 31, 2018 2017 Total interest incurred and capitalized $ 2,415 $ 4,223 Total real estate taxes incurred and capitalized 306 354 Total interest and real estate taxes incurred and capitalized $ 2,721 $ 4,577 Interest expensed as a component of cost of sales $ 3,299 $ 2,604 Real estate taxes expensed as a component of cost of sales 340 267 Interest and real estate taxes expensed as a component of cost of sales $ 3,639 $ 2,871 |
Summary of Interest and Real Estate Taxes Expensed in Consolidated Statement of Operations | The following is a breakdown of the interest and real estate taxes expensed in the consolidated statement of operations for the periods presented: Twelve Months Ended December 31, 2018 2017 Interest incurred and expensed from entity level borrowings $ 97 $ — Interest incurred and expensed for inactive projects 61 41 Real estate taxes incurred and expensed for inactive projects 13 — $ 171 $ 41 |
Fixed Assets are Carried at Cost Less Accumulated Depreciation | Fixed assets are carried at cost less accumulated depreciation and are depreciated on the straight-line method over their estimated useful lives as follows: Furniture and fixtures 7 years Office equipment and vehicles 5 years Leasehold improvements life of related lease Computer equipment 3 years Capitalized software 3 years |
Summary of Warranty Reserve Activity Included in Accounts Payable and Accrued Liabilities | The following table is a summary of warranty reserve activity, which is included in accounts payable and accrued liabilities: Years ended December 31, 2018 2017 Balance at beginning of period $ 258 $ 287 Additions 108 178 Releases and/or charges incurred (171 ) (207 ) Balance at end of period $ 195 $ 258 |
Summary of Contract Liabilities | Contract liabilities consisted of the following: Years ended December 31, 2018 2017 Contract Liabilities: Customer Deposits and Deferred Revenue Homebuilding - Customer Deposits $ 1,189 $ 575 Asset Management - Deferred revenue 1,875 — Total Contract Liabilities $ 3,064 $ 575 |
Summary of Sales from Contracts with Customers Disaggregated by Categories | The following table presents the Company’s sales from contracts with customers disaggregated by categories which best represents how the nature, amount, timing and uncertainty of sales are affected by economic factors. Years ended December 31, 2018 2017 Revenue by customer Individual customers $ 41,245 $ 43,399 Related party 12,900 — Commercial 2,604 2,031 Total Revenue by Customer $ 56,749 $ 45,430 Revenue by contract type Fixed-price $ 42,386 $ 43,399 Cost-plus 12,040 — Time and Material 2,323 2,031 Total Revenue by contract type $ 56,749 $ 45,430 |
Segment Reporting Information | The following disclosure includes the Company’s three reportable segments of Homebuilding, Asset Management and Real Estate Services. Each of these segments operates within the Company’s single Washington, D.C. reportable geographic segment. Asset Management Real Estate Services Homebuilding Total Twelve Months Ended December 31, 2018 Gross revenue $ 12,473 $ 3,031 $ 41,245 $ 56,749 Gross profit, excluding impairment charges 1,182 (59 ) (1,554 ) (431 ) Net (loss) income 1,187 (849 ) (5,304 ) (4,966 ) Total assets 2,882 3,242 28,976 35,100 Depreciation, amortization, and stock based compensation 159 221 17 397 Interest expense — 97 74 171 Real Estate Services Homebuilding Total Twelve Months Ended December 31, 2017 Gross revenue $ 2,031 $ 43,399 $ 45,430 Gross profit (268 ) 2,814 $ 2,546 Net (loss) income (430 ) (4,348 ) $ (4,778 ) Total assets 3,684 47,474 $ 51,158 Depreciation, amortization, and stock based compensation 177 409 $ 586 Interest expense 41 — $ 41 |
Trade Receivables & Trade Rec_2
Trade Receivables & Trade Receivables - Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounts Receivable Net Current [Abstract] | |
Summary of Trade Receivables | Trade receivables include amounts due from real estate services, asset management, commercial development, home sales transactions and amounts due from related parties with whom we have service arrangements. There is no allowance for doubtful accounts recorded. December 31, 2018 December 31, 2017 Trade $ 804 $ 432 Due from Settlement Attorneys 441 — Other 84 59 $ 1,329 $ 491 |
Real Estate Inventories (Tables
Real Estate Inventories (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Real Estate [Abstract] | |
Summary of Real Estate Held for Development and Sale | After impairments and write-offs, real estate held for development and sale consists of the following: December 31, 2018 December 31, 2017 Land and land development costs $ 9,741 $ 24,304 Cost of construction (including capitalized interest and real estate taxes) 10,512 20,407 $ 20,253 $ 44,711 |
Fixed Assets, Net (Tables)
Fixed Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Summary of Fixed Assets | Fixed assets consist of the following: December 31, 2018 December 31, 2017 Computer equipment and capitalized software $ 767 $ 731 Furniture and fixtures 56 51 Office equipment 209 209 Vehicles 88 42 1,120 1,033 Less : accumulated depreciation (899 ) (724 ) $ 221 $ 309 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Purchase Price Allocation | The table below summarizes the purchase price allocation based on the estimated fair value of net assets acquired at the date of acquisition. ASSETS Net Working Capital $ 141 Fixed Assets 180 Intangible Assets 268 Goodwill 1,702 Total Purchase Price $ 2,291 |
Summary of Goodwill and Intangible Assets | Intangible assets include customer relationships which has an amortization period of four years. December 31, 2018 Intangibles $ 268 Less : accumulated amortization (98 ) $ 170 |
Summary of Future Estimated Amortization Expense | As of December 31, 2018, the future estimated amortization expense related to these intangible assets was: Amortization Expense 2019 $ 67 2020 67 2021 36 Total $ 170 |
Other Assets, Net (Tables)
Other Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Summary of Other Assets, Net | Other assets, net consist of the following: December 31, 2018 December 31, 2017 Bonds and escrow deposits $ 1,100 $ 381 Prepaid Insurance 60 46 Other 304 189 $ 1,464 $ 616 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consist of the following: December 31, 2018 December 31, 2017 Trade and accrued payables $ 4,727 $ 8,240 Accrued wages and commissions 1,396 39 Customer deposits 1,189 575 Warranty 195 258 Other 107 4 $ 7,614 $ 9,116 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable | Notes payable consisted of the following: December 31, 2018 December 31, 2017 Construction revolvers $ 2,220 $ 7,237 Development and acquisition notes 10,290 9,533 Mezzanine notes — 3,253 Line of credit 13 2,123 Secured-other 909 1,069 Total secured notes 13,432 23,215 Unsecured financing, net of unamortized deferred financing charges of $0 and $55 595 1,285 Notes payable, unsecured, net of $0.8 and $2.0 million discount and unamortized deferred financing charges, respectively 4,903 14,893 Total notes payable $ 18,930 $ 39,393 |
Maturities of Borrowings, Net of Discounts and Unamortized Deferred Financing Costs | As of December 31, 2018, maturities of our borrowings, net of discounts and unamortized deferred financing costs, are as follows: 2019 $ 6,664 2020 6,312 2021 4,437 2022 1,483 2023 and thereafter 34 Total $ 18,930 |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of Carrying Amount and Fair Value of Fixed and Floating Rate Debt | The following table summarizes the fair value of fixed and floating rate debt and the corresponding carrying value of fixed and floating rate debt as of: December 31, 2018 December 31, 2017 Carrying amount $ 18,930 $ 39,393 Fair value $ 18,608 $ 38,899 |
Restricted Stock, Stock Optio_2
Restricted Stock, Stock Options and Other Stock Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Assumptions Used to Calculate Fair Value of Options | The following table summarizes the assumptions used to calculate the fair value of options during 2018 and 2017. 2018 2017 Weighted average fair value of options granted $ 1.80 $ 1.20 Dividend yields — — Expected volatility 72.21%-83.47% 70.60%-79.40% Weighted average expected volatility 81.76% 72.73% Risk free interest rates 2.74% 2.15% Weighted average expected term (in years) 6 6 |
Summary Information about Stock Option Activity | The following table summarizes information about stock option activity: Shares Weighted Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2017 112 $ 8.16 Granted 345 1.89 Exercised — — Forfeited or Expired (21 ) 7.06 Outstanding at December 31, 2017 436 $ 3.25 8.50 — Granted 84 2.90 Exercised — — Forfeited or Expired (102 ) 2.28 Outstanding at December 31, 2018 418 $ 3.42 7.67 $ 9 Exercisable at December 31, 2018 179 $ 5.10 6.18 $ 2 |
Summary of Company's Restricted Share Activity | A summary of the Company’s restricted share activity is presented below: Shares Weighted Average Grant Date Fair Value Restricted nonvested at January 1, 2017 20 $ 1.89 Granted 245 2.13 Vested (22 ) 1.88 Forfeited or Expired — — Outstanding at December 31, 2017 243 $ 2.16 Granted — — Vested (68 ) 2.13 Forfeited or Expired (37 ) 2.11 Nonvested at December 31, 2018 138 $ 2.18 |
Unconsolidated Joint Venture (T
Unconsolidated Joint Venture (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Summary of Unaudited Financial Information for Unconsolidated Joint Venture | Summarized unaudited financial information for the unconsolidated joint venture is as follows: Twelve Months Ended December 31, 2018 2017 Statement of Operations: Total net revenue $ 391 $ 219 Total expenses 117 114 Net income $ 274 $ 105 Comstock Holding Companies, Inc. share of net income $ 137 $ 53 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision | The income tax provision consists of the following as of December 31: 2018 2017 Current: Federal $ — $ — State 18 24 18 24 Deferred: Federal (607 ) 15,171 State (111 ) 2,724 (718 ) 17,895 Valuation allowance 712 (17,881 ) Total income tax expense $ 12 $ 38 |
Components of Deferred Tax Assets and Liabilities | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Components of the Company’s deferred tax assets and liabilities at December 31, 2018 and 2017 are as follows: 2018 2017 Deferred tax assets: Inventory $ 500 $ 834 Warranty 63 67 Net operating loss and tax credit carryforwards 37,937 37,045 Accrued expenses 4 4 Stock based compensation 379 352 Investment in affiliates — 48 38,883 38,350 Less - valuation allowance (38,809 ) (38,328 ) Net deferred tax assets 74 22 Deferred tax liabilities: Depreciation and amortization (11 ) (21 ) Investment in affiliates (28 ) — Goodwill amortization (44 ) (15 ) Net deferred tax liabilities (83 ) (36 ) Net deferred tax assets (liabilities) $ (9 ) $ (14 ) |
Reconciliation of Statutory and Effective Tax Rate After Adjustments for Non-Includable Partnership Income Arising from Non-Controlling Interest | A reconciliation of the statutory rate and the effective tax rate after adjustments for non-includable partnership income arising from non-controlling interest follows: 2018 2017 Federal statutory rate (21.00 %) (35.00 %) State income taxes - net of federal benefit (4.74 %) (3.90 %) Permanent differences 16.52 % (10.94 %) Return to provision adjustments (4.29 %) 5.18 % Change in valuation allowance 14.32 % (417.08 %) Current state income tax 0.36 % 0.56 % Change in enacted rate 1.52 % 462.23 % Other, net (2.45 %) (0.15 %) Effective tax rate 0.24 % 0.91 % |
Organization - Additional Infor
Organization - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Secured project related notes, mature on March 15, 2019 | $ 1,800 | |
Notes payable to affiliates | $ 4,903 | $ 14,893 |
Notes payable maturity | 2019 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2018USD ($)InvestmentSegmentshares | Dec. 31, 2017USD ($)InvestmentSegmentshares | |
Summary Of Significant Accounting Policies [Line Items] | ||
Number of investments accounted for using the equity Method | Investment | 1 | 1 |
Restricted cash | $ 1,231,000 | $ 1,141,000 |
Inventory, real estate, held-for-sale | $ 0 | 0 |
Period for which warranty claims expected to arise | 1 year | |
Period for which warranty claims expected to arise under statutorily period | 2 years | |
Contract liabilities, customer deposits received | $ 1,189,000 | 575,000 |
Revenue recognized from customer deposit | 500,000 | |
Advertising costs | 130,000 | 568,000 |
Stock-based compensation cost | 257,000 | 405,000 |
Amount capitalized to real estate owned | $ 23,000 | $ 59,000 |
Corporate federal income tax rate | 21.00% | 35.00% |
Number of operating segments | Segment | 3 | 3 |
Accounting Standards Update 2016-15 [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Reclassification of cash and restricted cash | $ 1,100,000 | |
Warrants [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Shares considered anti-dilutive | shares | 450 | 400 |
Stock Options [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Shares considered anti-dilutive | shares | 441 | 489 |
Restricted Stock Awards [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Shares considered anti-dilutive | shares | 138 | 243 |
Sales and Marketing [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Advertising costs | $ 129,000 | $ 560,000 |
General and Administrative [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Advertising costs | 1,000 | 8,000 |
General and Administrative Expenses and Cost of Sales [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Stock-based compensation cost | 234,000 | 346,000 |
Homebuilding [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Contract liabilities, customer deposits received | $ 1,189,000 | $ 575,000 |
Asset Management Segment [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Projects units minimum | Segment | 100 | |
Projects units maximum | Segment | 500 | |
Maximum [Member] | Equity Method Investee [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Investments owned partnerships and affiliate in percent | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Interest Incurred, Capitalized and Expensed for Units Settled (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Real Estate Investment Property At Cost [Abstract] | ||
Total interest incurred and capitalized | $ 2,415 | $ 4,223 |
Total real estate taxes incurred and capitalized | 306 | 354 |
Total interest and real estate taxes incurred and capitalized | 2,721 | 4,577 |
Interest expensed as a component of cost of sales | 3,299 | 2,604 |
Real estate taxes expensed as a component of cost of sales | 340 | 267 |
Interest and real estate taxes expensed as a component of cost of sales | $ 3,639 | $ 2,871 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Interest and Real Estate Taxes Expensed in Consolidated Statement of Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Real Estate Investment Property At Cost [Abstract] | ||
Interest incurred and expensed from entity level borrowings | $ 97 | $ 0 |
Interest incurred and expensed for inactive projects | 61 | 41 |
Real estate taxes incurred and expensed for inactive projects | 13 | 0 |
Interest and real estate tax expense | $ 171 | $ 41 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Fixed Assets are Carried at Cost Less Accumulated Depreciation (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets, useful life | 7 years |
Office Equipment And Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets, useful life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets, useful life | life of related lease |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets, useful life | 3 years |
Capitalized Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets, useful life | 3 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Warranty Reserve Activity Included in Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Guarantees [Abstract] | ||
Balance at beginning of period | $ 258 | $ 287 |
Additions | 108 | 178 |
Releases and/or charges incurred | (171) | (207) |
Balance at end of period | $ 195 | $ 258 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Contract Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Contract Liabilities: Customer Deposits and Deferred Revenue | ||
Customer Deposits | $ 1,189 | $ 575 |
Deferred revenue | 1,875 | 0 |
Total Contract Liabilities | 3,064 | 575 |
Homebuilding [Member] | ||
Contract Liabilities: Customer Deposits and Deferred Revenue | ||
Customer Deposits | 1,189 | 575 |
Asset Management [Member] | ||
Contract Liabilities: Customer Deposits and Deferred Revenue | ||
Deferred revenue | $ 1,875 | $ 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Summary of Sales from Contracts with Customers Disaggregated by Categories (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 56,749 | $ 45,430 |
Fixed-price [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 42,386 | 43,399 |
Cost-plus [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 12,040 | 0 |
Time and Material [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 2,323 | 2,031 |
Individual Customers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 41,245 | 43,399 |
Related Party [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 12,900 | 0 |
Commercial [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 2,604 | $ 2,031 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Segment Reporting Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Gross revenue | $ 56,749 | $ 45,430 |
Gross profit, excluding impairment charges | (431) | 2,546 |
Net (loss) income | (4,966) | (4,740) |
Net (loss) income | (4,046) | (4,778) |
Total assets | 35,100 | 51,158 |
Depreciation, amortization, and stock based compensation | 397 | 586 |
Interest expense | 171 | 41 |
Asset Management [Member] | ||
Segment Reporting Information [Line Items] | ||
Gross revenue | 12,473 | 0 |
Gross profit, excluding impairment charges | 1,182 | 0 |
Net (loss) income | 1,187 | |
Net (loss) income | 0 | |
Total assets | 2,882 | 0 |
Depreciation, amortization, and stock based compensation | 159 | 0 |
Interest expense | 0 | 0 |
Real Estate Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Gross revenue | 3,031 | 2,031 |
Gross profit, excluding impairment charges | (59) | (268) |
Net (loss) income | (849) | |
Net (loss) income | (430) | |
Total assets | 3,242 | 3,684 |
Depreciation, amortization, and stock based compensation | 221 | 177 |
Interest expense | 97 | 41 |
Homebuilding [Member] | ||
Segment Reporting Information [Line Items] | ||
Gross revenue | 41,245 | 43,399 |
Gross profit, excluding impairment charges | (1,554) | 2,814 |
Net (loss) income | (5,304) | |
Net (loss) income | (4,348) | |
Total assets | 28,976 | 47,474 |
Depreciation, amortization, and stock based compensation | 17 | 409 |
Interest expense | $ 74 | $ 0 |
Trade Receivables & Trade Rec_3
Trade Receivables & Trade Receivables - Related Parties - Additional Information (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts Receivable Net Current [Abstract] | ||
Allowance for doubtful accounts | $ 0 | |
Receivables from related parties | $ 2,950,000 | $ 145,000 |
Trade Receivables & Trade Rec_4
Trade Receivables & Trade Receivables - Related Parties - Summary of Trade Receivables (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts Receivable Net Current [Abstract] | ||
Trade | $ 804 | $ 432 |
Due from Settlement Attorneys | 441 | 0 |
Other | 84 | 59 |
Trade receivables | $ 1,329 | $ 491 |
Real Estate Inventories - Addit
Real Estate Inventories - Additional Information (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($)Project | Dec. 31, 2017USD ($)Project | |
Real Estate Properties [Line Items] | ||
Number of projects classified as held for sale | Project | 0 | 0 |
Impairment charges | $ 2,232 | $ 526 |
Washington D.C. [Member] | ||
Real Estate Properties [Line Items] | ||
Impairment charges | $ 2,200 | $ 500 |
Real Estate Inventories - Summa
Real Estate Inventories - Summary of Real Estate Held for Development and Sale (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Real Estate Properties [Line Items] | ||
Real estate inventories | $ 20,253 | $ 44,711 |
Land and Land Development Costs [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate inventories | 9,741 | 24,304 |
Cost of Construction (Including Capitalized Interest and Real Estate Taxes) [Member] | ||
Real Estate Properties [Line Items] | ||
Real estate inventories | $ 10,512 | $ 20,407 |
Fixed Assets, Net - Fixed Asset
Fixed Assets, Net - Fixed Assets are Carried at Cost Less Accumulated Depreciation (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Fixed assets, Gross | $ 1,120 | $ 1,033 |
Less : accumulated depreciation | (899) | (724) |
Fixed assets, Net, Total | 221 | 309 |
Computer Equipment and Capitalized Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, Gross | 767 | 731 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, Gross | 56 | 51 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, Gross | 209 | 209 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, Gross | $ 88 | $ 42 |
Fixed Assets, Net - Additional
Fixed Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 168 | $ 181 |
General and Administrative [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 81 | $ 178 |
Note Receivable - Additional In
Note Receivable - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2014 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Note receivable originated with third party | $ 180 | ||
Maturity date of note receivable | Sep. 2, 2019 | ||
Fixed interest rate | 6.00% | ||
Other assets, net [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Outstanding balance of note receivable | $ 27 | $ 66 | |
Other income, net [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Interest income | $ 3 | $ 5 |
Goodwill and Intangibles - Addi
Goodwill and Intangibles - Additional Information (Detail) - USD ($) | Jul. 17, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
General and Administrative Expense [Member] | |||
Schedule Of Goodwill And Intangible Assets [Line Items] | |||
Intangible asset amortization | $ 67,000 | $ 31,000 | |
Customer Relationships [Member] | |||
Schedule Of Goodwill And Intangible Assets [Line Items] | |||
Amortization period of intangible assets | 4 years | ||
Comstock Environmental [Member] | |||
Schedule Of Goodwill And Intangible Assets [Line Items] | |||
Purchase price of business assets | $ 2,300,000 |
Goodwill and Intangibles - Summ
Goodwill and Intangibles - Summary of Purchase Price Allocation (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 17, 2017 |
ASSETS | |||
Net Working Capital | $ 141 | ||
Fixed Assets | 180 | ||
Intangible Assets | 268 | ||
Goodwill | $ 1,702 | $ 1,702 | 1,702 |
Total Purchase Price | $ 2,291 |
Goodwill and Intangibles - Su_2
Goodwill and Intangibles - Summary of Goodwill and Intangible Assets (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangibles | $ 268 |
Less : accumulated amortization | (98) |
Intangible assets, net | $ 170 |
Goodwill and Intangibles - Su_3
Goodwill and Intangibles - Summary of Future Estimated Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2019 | $ 67 | |
2020 | 67 | |
2021 | 36 | |
Total | $ 170 | $ 237 |
Other Assets, Net - Summary of
Other Assets, Net - Summary of Other Assets, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Bonds and escrow deposits | $ 1,100 | $ 381 |
Prepaid Insurance | 60 | 46 |
Other | 304 | 189 |
Other assets, net | $ 1,464 | $ 616 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | |||
Trade and accrued payables | $ 4,727 | $ 8,240 | |
Accrued wages and commissions | 1,396 | 39 | |
Customer Deposits | 1,189 | 575 | |
Warranty | 195 | 258 | $ 287 |
Other | 107 | 4 | |
Accounts Payable and other accrued liabilities | $ 7,614 | $ 9,116 |
Debt - Summary of Notes Payable
Debt - Summary of Notes Payable (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Secured-other | $ 909 | $ 1,069 |
Unsecured financing, net of unamortized deferred financing charges of $0 and $55 | 595 | 1,285 |
Notes payable, unsecured, net of $0.8 and $2.0 million discount and unamortized deferred financing charges, respectively | 4,903 | 14,893 |
Total | 18,930 | 39,393 |
Construction Loans [Member] | Construction Revolvers [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, gross | 2,220 | 7,237 |
Development and Acquisition Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, gross | 10,290 | 9,533 |
Mezzanine Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, gross | 0 | 3,253 |
Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, gross | 13 | 2,123 |
Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, gross | $ 13,432 | $ 23,215 |
Debt - Summary of Notes Payab_2
Debt - Summary of Notes Payable (Parenthetical) (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Unsecured Note [Member] | ||
Debt Instrument [Line Items] | ||
Discount and deferred financing charges, net of amortization | $ 0 | $ 55 |
Notes Payable to Affiliates [Member] | ||
Debt Instrument [Line Items] | ||
Discount and deferred financing charges, net of amortization | $ 800 | $ 2,000 |
Debt - Maturities of Borrowings
Debt - Maturities of Borrowings, Net of Discounts and Unamortized Deferred Financing Costs (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
2019 | $ 6,664 | |
2020 | 6,312 | |
2021 | 4,437 | |
2022 | 1,483 | |
2023 and thereafter | 34 | |
Total | $ 18,930 | $ 39,393 |
Debt - Additional Information (
Debt - Additional Information (Detail) | May 23, 2018USD ($)$ / sharesshares | Dec. 29, 2015USD ($) | Oct. 17, 2014USD ($) | Dec. 31, 2018USD ($)SecurityLoanPromissory_Notes$ / shares | Dec. 31, 2017USD ($)SecurityLoanPromissory_Notes$ / shares | Sep. 29, 2018USD ($) | Dec. 18, 2014USD ($) |
Line of Credit Facility [Line Items] | |||||||
Outstanding secured debt | $ 13,432,000 | $ 23,215,000 | |||||
Credit facility outstanding | $ 5,000,000 | ||||||
Secured-other | 909,000 | 1,069,000 | |||||
Outstanding borrowings and accrued interest, net of discounts | 4,903,000 | 14,893,000 | |||||
Income tax expense (benefit) | $ (920,000) | $ 38,000 | |||||
Series C Preferred Stock [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Preferred stock par value per share | $ / shares | $ 0.01 | $ 0.01 | |||||
Comstock Development Services [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility outstanding | $ 10,000,000 | ||||||
Other Purchasers [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility outstanding | 6,200,000 | ||||||
Comstock Growth Fund [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 10.00% | 11.90% | |||||
Interest payments | $ 600,000 | $ 1,600,000 | |||||
Note Exchange Agreement [Member] | Comstock Growth Fund II, L.C. [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Gain loss on conversion of notes | $ 3,700,000 | 3,700,000 | |||||
Income tax expense (benefit) | (500,000) | $ (900,000) | |||||
Unsecured Seller-financed Promissory Note [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate for period | 6.00% | 4.60% | |||||
Debt instrument maturity date | Jul. 17, 2022 | ||||||
Debt instrument, gross | $ 600,000 | $ 600,000 | |||||
Number of unsecured seller-financed promissory note outstanding | Promissory_Notes | 1 | 1 | |||||
Unsecured Seller-financed Promissory Note [Member] | Commercial Paper One [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 9.50% | ||||||
Debt instrument, gross | $ 100,000 | ||||||
LIBOR Rate [Member] | Unsecured Seller-financed Promissory Note [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument spread variable rate | 3.00% | ||||||
Prime Rate [Member] | Unsecured Seller-financed Promissory Note [Member] | Commercial Paper One [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument spread variable rate | 5.00% | ||||||
Construction Loans [Member] | Construction Revolvers [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Outstanding secured debt | $ 2,200,000 | $ 7,300,000 | |||||
Debt instrument, interest rate description | Interest rates charged under these facilities include the London Interbank Offered Rate (“LIBOR”) and prime rate pricing options, subject to minimum interest rate floors. | ||||||
Weighted average interest rate | 5.70% | 4.70% | |||||
Maturity range, start date | Mar. 15, 2020 | ||||||
Maturity range, end date | Jul. 31, 2020 | ||||||
Debt instrument, gross | $ 2,220,000 | $ 7,237,000 | |||||
Development and Acquisition Notes [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Outstanding secured debt | $ 10,300,000 | $ 9,500,000 | |||||
Weighted average interest rate | 6.60% | 7.10% | |||||
Maturity range, start date | Mar. 15, 2019 | ||||||
Maturity range, end date | Jul. 25, 2021 | ||||||
Debt instrument, gross | $ 10,290,000 | $ 9,533,000 | |||||
Development and Acquisition Notes [Member] | Minimum [Member] | LIBOR and Prime Rate Pricing Options [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate floor | 4.25% | ||||||
Development and Acquisition Notes [Member] | Maximum [Member] | LIBOR and Prime Rate Pricing Options [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate floor | 5.50% | ||||||
First and Second and Mezzanine Notes [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Outstanding secured debt | 1,200,000 | ||||||
Credit facility outstanding | 1,100,000 | ||||||
Interest rate | 12.00% | ||||||
Interest rate paid on a monthly basis | 6.00% | ||||||
Interest rate accrued and paid on maturity | 6.00% | ||||||
First and Second and Mezzanine Notes [Member] | Line of Credit [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Outstanding secured debt | 2,000,000 | ||||||
Credit facility outstanding | 2,000,000 | ||||||
Interest rate | 12.00% | ||||||
Line of Credit [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Outstanding secured debt | $ 2,100,000 | ||||||
Interest rate floor | 5.00% | ||||||
Maximum borrowing capacity | $ 3,000,000 | ||||||
Interest rate for period | 5.00% | ||||||
Debt instrument maturity description | This line of credit was secured by the first priority security interest in the Company’s wholly owned subsidiaries in the Washington, D.C. metropolitan area and guaranteed by our Chief Executive Officer. The Company used this line of credit to finance the predevelopment related expenses and deposits for current and future projects and carried a variable interest rate tied to a one-month LIBOR plus 3.25% per annum, with an interest rate floor of 5.0%. | ||||||
Debt instrument, gross | $ 13,000 | $ 2,123,000 | |||||
Line of Credit [Member] | LIBOR Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument spread variable rate | 3.25% | ||||||
Secured Line of Credit [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Outstanding secured debt | $ 13,000 | ||||||
Maximum borrowing capacity | $ 200,000 | ||||||
Interest rate for period | 6.75% | ||||||
Secured Line of Credit [Member] | Prime Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument spread variable rate | 2.50% | ||||||
Secured Other [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Number of secured loan | SecurityLoan | 1 | 1 | |||||
Fixed interest rate | 6.50% | 6.50% | |||||
Debt instrument maturity date | Oct. 17, 2022 | ||||||
Secured-other | $ 900,000 | $ 1,100,000 | |||||
Unsecured Note [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, interest rate description | LIBOR | ||||||
Interest rate | 3.60% | ||||||
Debt instrument, gross | $ 600,000 | ||||||
Debt instrument, term | 10 years | ||||||
Unsecured Note [Member] | LIBOR Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument spread variable rate | 2.20% | ||||||
Unsecured Notes Payable To Affiliate [Member] | Comstock Growth Fund [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Outstanding borrowings and accrued interest, net of discounts | $ 4,900,000 | 11,300,000 | |||||
Notes Payable, Other Payables [Member] | Comstock Growth Fund [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 20,000,000 | $ 25,000,000 | |||||
Debt instrument maturity date | Apr. 16, 2019 | ||||||
Debt instrument, term | 3 years | ||||||
Debt instrument, initial principal amount | $ 10,000,000 | ||||||
Loan annual principal repayment, percentage | 10.00% | ||||||
Principal payments to CGF | $ 0 | 1,500,000 | |||||
Notes Payable, Other Payables [Member] | Comstock Growth Fund II, L.C. [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility outstanding | 5,000,000 | ||||||
Maximum borrowing capacity | $ 10,000,000 | ||||||
Debt instrument, term | 2 years | ||||||
Debt instrument fixed interest rate | 10.00% | ||||||
Line of credit facility additional extension period | 1 year | ||||||
Debt instrument, interest payment terms | Interest payments will be accrued and paid in kind monthly for the first year, and then paid current monthly in arrears beginning December 31, 2016. | ||||||
Notes Payable, Other Payables [Member] | Membership Exchange Agreement [Member] | Comstock Growth Fund [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility outstanding | $ 7,700,000 | ||||||
Percentage of membership interest | 91.50% | ||||||
Debt instrument reduction | $ 5,700,000 | ||||||
Debt instrument fixed interest rate | 10.00% | ||||||
Notes Payable, Other Payables [Member] | Membership Exchange Agreement [Member] | Comstock Growth Fund [Member] | Series C- Non Convertible Preferred Stock [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Convertible preferred shares issued upon conversion | shares | 1,482,300 | ||||||
Preferred stock par value per share | $ / shares | $ 0.01 | ||||||
Notes Payable, Other Payables [Member] | Membership Exchange Agreement [Member] | Comstock Growth Fund [Member] | Series C Preferred Stock [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Preferred stock liquidation value per share | $ / shares | $ 5 | ||||||
Notes Payable, Other Payables [Member] | Note Exchange Agreement [Member] | Comstock Growth Fund II, L.C. [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit facility outstanding | $ 3,700,000 | $ 3,600,000 | |||||
Notes Payable, Other Payables [Member] | Note Exchange Agreement [Member] | Comstock Growth Fund II, L.C. [Member] | Series C- Non Convertible Preferred Stock [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Convertible preferred shares issued upon conversion | shares | 738,390 | ||||||
Preferred stock par value per share | $ / shares | $ 0.01 | ||||||
Preferred stock liquidation value per share | $ / shares | $ 5 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 29, 2015 | |
Other Commitments [Line Items] | |||
Outstanding letter of credit, amount | $ 1,100,000 | $ 1,100,000 | |
Outstanding performance and payment of bonds | $ 5,000,000 | ||
Amounts drawn against outstanding letters of credit or performance bond | 0 | 0 | |
Restricted Escrow Deposits | 1,000,000 | 1,000,000 | |
Performance Bonds [Member] | |||
Other Commitments [Line Items] | |||
Outstanding performance and payment of bonds | $ 8,200,000 | $ 4,000,000 |
Fair Value Disclosures - Summar
Fair Value Disclosures - Summary of Carrying Amount and Fair Value of Fixed and Floating Rate Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Carrying amount | $ 18,930 | $ 39,393 |
Unobservable Inputs (Level 3 Inputs) [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Carrying amount | 18,930 | 39,393 |
Fair value | $ 18,608 | $ 38,899 |
Fair Value Disclosures - Additi
Fair Value Disclosures - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Impairment charges | $ 2,232 | $ 526 |
Washington D.C. [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Impairment charges | $ 2,200 | $ 500 |
Comstock Growth Fund One And Two [Member] | Series C- Non Convertible Preferred Stock [Member] | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Convertible preferred shares issued upon conversion | 2,220,690 | |
Preferred stock liquidation value per share | $ 5 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Total employee contributions | $ 38 | $ 35 |
Employer contributions, vested percentage | 100.00% | |
Maximum [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Gross employee contribution | 100.00% | |
Each participant's gross salary | 5.00% | |
Minimum [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Gross employee contribution | 50.00% | |
Each participant's gross salary | 3.00% |
Restricted Stock, Stock Optio_3
Restricted Stock, Stock Options and Other Stock Plans - Additional Information (Detail) - USD ($) $ in Millions | Dec. 14, 2004 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average remaining contractual term of unexercised stock options | 7 years 8 months 12 days | 8 years 6 months | ||
Class A [Member] | November 2014 New Share Repurchase Program [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Remaining common stock available for repurchase under share repurchase program | 404,000 | 404,000 | ||
2004 Long-Term Compensation Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost related to stock issuances | $ 0.3 | $ 0.6 | ||
2004 Long-Term Compensation Plan [Member] | Class A [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized increase in number of shares | 1,000,000 | |||
Description of additional shares authorized for issuance under long-term compensation plan | The Plan authorized 1.0 million shares of our Class A Common Stock with an automatic annual increase on January 1 of each successive year of the lesser of (i) 3% of the Class A common stock outstanding or (ii) 107 shares. | |||
Percentage of additional shares authorized issuable under long-term compensation plan | 3.00% | |||
Shares issued | 107 | |||
Shares available for issuance under long-term compensation plan | 60,000 | 400,000 | ||
Stock Options [Member] | 2004 Long-Term Compensation Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Long-term compensation plan stock option expiration period | 10 years | |||
Weighted-average remaining contractual term of unexercised stock options | 7 years 8 months 1 day | 8 years 6 months | ||
Minimum [Member] | 2004 Long-Term Compensation Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Long-term compensation plan vesting period | 1 year | |||
Maximum [Member] | Class A [Member] | November 2014 New Share Repurchase Program [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
New share repurchase program, shares authorized to repurchase | 429,000 | |||
Maximum [Member] | 2004 Long-Term Compensation Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Long-term compensation plan vesting period | 5 years |
Restricted Stock, Stock Optio_4
Restricted Stock, Stock Options and Other Stock Plans - Summary of Assumptions Used to Calculate Fair Value of Options (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Abstract] | ||
Weighted average fair value of options granted | $ 1.80 | $ 1.20 |
Dividend yields | 0.00% | |
Expected volatility, minimum | 72.21% | 70.60% |
Expected volatility, maximum | 83.47% | 79.40% |
Weighted average expected volatility | 81.76% | 72.73% |
Risk free interest rates | 2.74% | 2.15% |
Weighted average expected term (in years) | 6 years | 6 years |
Restricted Stock, Stock Optio_5
Restricted Stock, Stock Options and Other Stock Plans - Summary Information about Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-Average Remaining Contractual Term, Outstanding | 7 years 8 months 12 days | 8 years 6 months |
2004 Long-Term Compensation Plan [Member] | Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning balance, Shares | 436 | 112 |
Granted, Shares | 84 | 345 |
Exercised, Shares | 0 | 0 |
Forfeited or Expired, Shares | (102) | (21) |
Ending balance, Shares | 418 | 436 |
Exercisable, Shares | 179 | |
Weighted Average Exercise Price, Beginning balance | $ 3.25 | $ 8.16 |
Weighted Average Exercise Price, Granted | 2.90 | 1.89 |
Weighted Average Exercise Price, Exercised | 0 | 0 |
Weighted Average Exercise Price, Forfeited or Expired | 2.28 | 7.06 |
Weighted Average Exercise Price, Ending balance | 3.42 | $ 3.25 |
Weighted Average Exercise Price, Exercisable | $ 5.10 | |
Weighted-Average Remaining Contractual Term, Outstanding | 7 years 8 months 1 day | 8 years 6 months |
Weighted-Average Remaining Contractual Term, Exercisable at December 31, 2017 | 6 years 2 months 4 days | |
Aggregate Intrinsic Value Outstanding | $ 9 | |
Aggregate Intrinsic Value Exercisable | $ 2 |
Restricted Stock, Stock Optio_6
Restricted Stock, Stock Options and Other Stock Plans - Summary of Company's Restricted Share Activity (Detail) - Restricted Stock Awards [Member] - 2004 Long-Term Compensation Plan [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted shares, Beginning balance | 243 | 20 |
Restricted shares, Granted | 0 | 245 |
Restricted shares, Vested | (68) | (22) |
Restricted shares, Forfeited or Expired | (37) | 0 |
Restricted shares, Ending balance | 138 | 243 |
Weighted Average Grant Date Fair Value, Beginning balance | $ 2.16 | $ 1.89 |
Weighted Average Grant Date Fair Value, Granted | 0 | 2.13 |
Weighted Average Grant Date Fair Value, Vested | 2.13 | 1.88 |
Weighted Average Grant Date Fair Value, Forfeited or Expired | 2.11 | 0 |
Weighted Average Grant Date Fair Value, Ending balance | $ 2.18 | $ 2.16 |
Consolidation of Variable Int_2
Consolidation of Variable Interest Entities - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2017 | Jan. 31, 2017 | Aug. 31, 2016 | Jun. 30, 2015 | Dec. 31, 2013 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 31, 2016 | |
Variable Interest Entity [Line Items] | ||||||||
Distribution to non-controlling interests | $ 1,750,000 | $ 6,432,000 | ||||||
Total assets of VIEs | 19,300,000 | 30,600,000 | ||||||
Total liabilities of VIEs | 12,600,000 | 15,900,000 | ||||||
Comstock Investors VIII, L.C [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Cumulative, compounded, preferred return rate | 20.00% | |||||||
Percentage of cumulative cash on cash return | 20.00% | |||||||
Comstock Investors VIII, L.C [Member] | Class B [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Distribution to non-controlling interests | $ 1,900,000 | |||||||
Comstock Investors VIII, L.C [Member] | Class A [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Number of warrants issued | 15,000 | |||||||
Aggregate fair value of warrants for investors | $ 131,000 | |||||||
Comstock Investors VIII, L.C [Member] | Subsidiaries [Member] | Private Placement [Member] | Class B [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Initial aggregate principal amount up to capital raise | $ 4,000,000 | |||||||
Comstock Investors IX, L.C. [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Cumulative, compounded, preferred return rate | 20.00% | |||||||
Percentage of cumulative cash on cash return | 20.00% | |||||||
Comstock Investors IX, L.C. [Member] | Class B [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Distribution to non-controlling interests | $ 3,500,000 | |||||||
Comstock Investors IX, L.C. [Member] | Subsidiaries [Member] | Private Placement [Member] | Class B [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Initial aggregate principal amount up to capital raise | $ 2,500,000 | |||||||
Comstock Investors X, L.C. [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Cumulative, compounded, preferred return rate | 6.00% | |||||||
Distribution to non-controlling interests | $ 1,800,000 | $ 1,000,000 | ||||||
Aggregate capital raise | 19,500,000 | |||||||
Additional capital raised | $ 5,000,000 | |||||||
Warrants issued | 50,000 | |||||||
Aggregate fair value | $ 258,000 | |||||||
Comstock Investors X, L.C. [Member] | Class A [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Number of warrants issued | 150,000 | |||||||
Aggregate fair value of warrants for investors | $ 258,000 | |||||||
Comstock Investors X, L.C. [Member] | Private Placement [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Aggregate capital raise | 14,500,000 | $ 14,500,000 | ||||||
Comstock Investors X, L.C. [Member] | Subsidiaries [Member] | Private Placement [Member] | Class B [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Initial aggregate principal amount up to capital raise | $ 5,000,000 | |||||||
Comstock Development Services LC [Member] | Private Placement [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Aggregate capital raise | $ 9,500,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | May 23, 2018 | Mar. 22, 2017 | Dec. 29, 2015 | Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | |||||||
Future minimum lease payments | $ 400,000 | ||||||
Lease expiration date | Sep. 30, 2019 | ||||||
Revenue-asset management | $ 56,749,000 | $ 45,430,000 | |||||
Credit facility outstanding | $ 5,000,000 | ||||||
Income tax expense (benefit) | (920,000) | $ 38,000 | |||||
Gains on extinguishment of Series B preferred stock and issuance of Series C preferred stock | $ 1,011,000 | ||||||
Series B Preferred Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares exchanged pursuant to agreement, converted | 858,210 | ||||||
Paid-in-kind dividends on preferred stock, number of shares | 15,663 | ||||||
Paid-in-kind dividends on preferred stock, liquidation value | $ 78,000 | ||||||
Comstock Growth Fund II, L.C. [Member] | Notes Payable, Other Payables [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Gain loss on conversion of notes | $ 3,700,000 | ||||||
Income tax expense (benefit) | $ (500,000) | $ (500,000) | |||||
Comstock Growth Fund II, L.C. [Member] | Notes Payable, Other Payables [Member] | Note Exchange Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Credit facility outstanding | $ 3,700,000 | $ 3,600,000 | |||||
Series C Preferred Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Preferred stock par value per share | $ 0.01 | $ 0.01 | |||||
Shares exchanged pursuant to agreement, issued | 772,210 | ||||||
Par value per share | $ 0.01 | ||||||
Stated value per share | $ 5 | ||||||
Paid-in-kind dividends on preferred stock, number of shares | 0 | ||||||
Asset Management [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue-asset management | $ 12,473,000 | $ 0 | |||||
Comstock Asset Management, L.C. [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Total rental payments made under lease agreement | 400,000 | 200,000 | |||||
Rent expense | 400,000 | 200,000 | |||||
Fixed annual payment | 1,000,000 | ||||||
Comstock Asset Management, L.C. [Member] | Trade Receivables [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related parties | 0 | 145,000 | |||||
Comstock Asset Management, L.C. [Member] | Services and out of Pocket Expenses Incurred [Member] | Revenue - Real Estate Services [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Services and out-of-pocket expenses incurred | 120,000 | 1,100,000 | |||||
Comstock Asset Management, L.C. [Member] | Asset Management [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue-asset management | 12,000,000 | ||||||
Stonehenge [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Original principal amount | 4,500,000 | ||||||
Principal amount outstanding plus all accrued but unpaid interest | $ 3,900,000 | ||||||
Stonehenge [Member] | Series B Preferred Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares issued upon conversion of debt | 772,210 | ||||||
Preferred stock par value per share | $ 0.01 | ||||||
Preferred stock redemption price | $ 5 | ||||||
Preferred stock dividend rate, percentage | 8.75% | ||||||
Comstock Growth Fund II, L.C. [Member] | Note Exchange Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Gain loss on conversion of notes | 3,700,000 | 3,700,000 | |||||
Income tax expense (benefit) | (500,000) | $ (900,000) | |||||
Comstock Growth Fund II, L.C. [Member] | Comstock Growth Fund II, L.C. [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument, initial principal amount | $ 5,000,000 | ||||||
Comstock Growth Fund II, L.C. [Member] | Notes Payable, Other Payables [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Credit facility outstanding | 5,000,000 | ||||||
Maximum borrowing amount | $ 10,000,000 | ||||||
Debt instrument, term | 2 years | ||||||
Debt instrument, floor interest rate | 10.00% | ||||||
Line of credit facility additional extension period | 1 year | ||||||
Debt instrument, interest payment terms | Interest payments will be accrued and paid in kind monthly for the first year, and then paid current monthly in arrears beginning December 31, 2016. | ||||||
Comstock Growth Fund II, L.C. [Member] | Notes Payable, Other Payables [Member] | Note Exchange Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Credit facility outstanding | $ 3,700,000 | $ 3,600,000 | |||||
Series C- Non Convertible Preferred Stock [Member] | Comstock Growth Fund II, L.C. [Member] | Notes Payable, Other Payables [Member] | Note Exchange Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Preferred stock par value per share | $ 0.01 | ||||||
Convertible preferred shares issued upon conversion | 738,390 | ||||||
Series C Preferred Stock [Member] | Comstock Growth Fund II, L.C. [Member] | Notes Payable, Other Payables [Member] | Note Exchange Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Preferred stock liquidation value per share | $ 5 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2017 | Dec. 31, 2018 | Aug. 31, 2016 | |
Comstock Investors X, L.C. [Member] | |||
Class of Stock [Line Items] | |||
Additional capital raised | $ 5,000 | ||
Class A [Member] | BridgeCom [Member] | |||
Class of Stock [Line Items] | |||
Warrant exercise date | Jul. 12, 2021 | ||
Warrant exercise price | $ 7.21 | ||
Class A [Member] | Comstock Investors VII, L.C [Member] | |||
Class of Stock [Line Items] | |||
Initial investment amount | $ 250 | ||
Trading days preceding the issuance of warrant | 20 days | ||
Warrant exercise date | Mar. 14, 2023 | ||
Class A [Member] | Comstock Investors VIII, L.C [Member] | |||
Class of Stock [Line Items] | |||
Initial investment amount | $ 250 | ||
Trading days preceding the issuance of warrant | 20 days | ||
Warrant exercise date | Dec. 12, 2023 | ||
Class A [Member] | Comstock Investors X, L.C. [Member] | |||
Class of Stock [Line Items] | |||
Common stock and warrants exercisable | 50 | 150 | 150 |
Trading days preceding the issuance of warrant | 20 days | ||
Warrant exercise date | Oct. 16, 2027 | Aug. 15, 2026 | |
Class A [Member] | Maximum [Member] | Comstock Growth Fund [Member] | |||
Class of Stock [Line Items] | |||
Common stock and warrants exercisable | 76 | ||
Warrant exercise price | $ 7.63 | ||
Warrant exercise period from date of issuance | 10 years | ||
Class A [Member] | Maximum [Member] | Comstock Growth Fund [Member] | Affiliates and Insiders [Member] | |||
Class of Stock [Line Items] | |||
Warrant exercise price | $ 7.63 | ||
Class A [Member] | Maximum [Member] | BridgeCom [Member] | |||
Class of Stock [Line Items] | |||
Common stock and warrants exercisable | 143 | ||
Class A [Member] | Maximum [Member] | Comstock Investors VII, L.C [Member] | |||
Class of Stock [Line Items] | |||
Common stock and warrants exercisable | 16 | ||
Class A [Member] | Maximum [Member] | Comstock Investors VIII, L.C [Member] | |||
Class of Stock [Line Items] | |||
Common stock and warrants exercisable | 15 | ||
Class A [Member] | Minimum [Member] | Comstock Growth Fund [Member] | |||
Class of Stock [Line Items] | |||
Warrant exercise price | $ 4.91 | ||
Class A [Member] | Minimum [Member] | Comstock Growth Fund [Member] | Affiliates and Insiders [Member] | |||
Class of Stock [Line Items] | |||
Warrant exercise price | $ 7.30 |
Unconsolidated Joint Venture -
Unconsolidated Joint Venture - Additional Information (Detail) - Title Insurance Joint Venture [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | ||
Earnings from the unconsolidated joint venture | $ 137 | $ 53 |
Collected and recorded distribution from joint venture | 89 | 83 |
Other Assets, Net [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Investment in unconsolidated joint venture | $ 72 | $ 27 |
Unconsolidated Joint Venture _2
Unconsolidated Joint Venture - Summary of Unaudited Financial Information for Unconsolidated Joint Venture (Detail) - Title Insurance Joint Venture [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Operations: | ||
Total net revenue | $ 391 | $ 219 |
Total expenses | 117 | 114 |
Net income | 274 | 105 |
Comstock Holding Companies, Inc. share of net income | $ 137 | $ 53 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Examination [Line Items] | ||
Income tax expense (benefit) | $ 12,000 | $ 38,000 |
Effective tax rate | 0.24% | 0.91% |
Corporate federal income tax rate | 21.00% | 35.00% |
Decrease in net deferred tax assets | $ 20,000,000 | |
Federal and state Net Operating Losses | $ 147,000,000 | |
Year of expiration of net operating loss carryforward expiration year | 2027 | |
Specified time period for ownership change | 3 years | |
Accruals related to uncertainties tax positions | $ 0 | $ 0 |
Tax year remain subject to examination | 2015 2016 2017 | |
Minimum [Member] | ||
Income Tax Examination [Line Items] | ||
Percentage of ownership change | 50.00% | |
Percentage of change in ownership of shareholders | 1.00% | |
Maximum [Member] | ||
Income Tax Examination [Line Items] | ||
Percentage of change in ownership of shareholders | 5.00% |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 18 | 24 |
Current Income Tax Expense Total | 18 | 24 |
Deferred: | ||
Federal | (607) | 15,171 |
State | (111) | 2,724 |
Deferred Income Tax Expense Total | (718) | 17,895 |
Valuation allowance | 712 | (17,881) |
Total income tax expense | $ 12 | $ 38 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Inventory | $ 500 | $ 834 |
Warranty | 63 | 67 |
Net operating loss and tax credit carryforwards | 37,937 | 37,045 |
Accrued expenses | 4 | 4 |
Stock based compensation | 379 | 352 |
Investment in affiliates | 0 | 48 |
Deferred tax assets gross | 38,883 | 38,350 |
Less - valuation allowance | (38,809) | (38,328) |
Net deferred tax assets | 74 | 22 |
Deferred tax liabilities: | ||
Depreciation and amortization | (11) | (21) |
Investment in affiliates | (28) | 0 |
Goodwill amortization | (44) | (15) |
Net deferred tax liabilities | (83) | (36) |
Net deferred tax assets (liabilities) | $ (9) | $ (14) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory and Effective Tax Rate After Adjustments for Non-Includable Partnership Income Arising from Non-Controlling Interest (Detail) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | (21.00%) | (35.00%) |
State income taxes - net of federal benefit | (4.74%) | (3.90%) |
Permanent differences | 16.52% | (10.94%) |
Return to provision adjustments | (4.29%) | 5.18% |
Change in valuation allowance | 14.32% | (417.08%) |
Current state income tax | 0.36% | 0.56% |
Change in enacted rate | 1.52% | 462.23% |
Other, net | (2.45%) | (0.15%) |
Effective tax rate | 0.24% | 0.91% |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | May 23, 2018 | Mar. 22, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 29, 2015 |
Class of Stock [Line Items] | |||||
Gains on extinguishment of Series B preferred stock and issuance of Series C preferred stock | $ 1,011 | ||||
Credit facility outstanding | $ 5,000 | ||||
Income tax expense (benefit) | $ (920) | $ 38 | |||
Note Exchange Agreement [Member] | Comstock Growth Fund II, L.C. [Member] | |||||
Class of Stock [Line Items] | |||||
Gain loss on conversion of notes | $ 3,700 | 3,700 | |||
Income tax expense (benefit) | (500) | $ (900) | |||
Notes Payable, Other Payables [Member] | Comstock Growth Fund II, L.C. [Member] | |||||
Class of Stock [Line Items] | |||||
Credit facility outstanding | $ 5,000 | ||||
Notes Payable, Other Payables [Member] | Note Exchange Agreement [Member] | Comstock Growth Fund II, L.C. [Member] | |||||
Class of Stock [Line Items] | |||||
Credit facility outstanding | $ 3,700 | $ 3,600 | |||
Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Paid-in-kind dividends on preferred stock, number of shares | 15,663 | ||||
Paid-in-kind dividends on preferred stock, liquidation value | $ 78 | ||||
Shares exchanged pursuant to agreement, converted | 858,210 | ||||
Series C Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Paid-in-kind dividends on preferred stock, number of shares | 0 | ||||
Shares exchanged pursuant to agreement, issued | 772,210 | ||||
Par value per share | $ 0.01 | ||||
Stated value per share | $ 5 | ||||
Preferred Stock, par value | $ 0.01 | $ 0.01 | |||
Series C- Non Convertible Preferred Stock [Member] | Notes Payable, Other Payables [Member] | Note Exchange Agreement [Member] | Comstock Growth Fund II, L.C. [Member] | |||||
Class of Stock [Line Items] | |||||
Convertible preferred shares issued upon conversion | 738,390 | ||||
Preferred Stock, par value | $ 0.01 | ||||
Preferred stock liquidation value per share | $ 5 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 15, 2019 | Dec. 31, 2017 | |
Subsequent Event [Line Items] | |||
Capital stock, shares authorized | 31,428,571 | ||
Outstanding borrowings under loan | $ 18,930 | $ 39,393 | |
Construction Loans [Member] | The Woods at Spring Ridge [Member] | |||
Subsequent Event [Line Items] | |||
Loan repayment date | Mar. 14, 2019 | ||
Debt instrument maturity date | Mar. 15, 2019 | ||
Outstanding borrowings under loan | $ 1,800 | ||
Subsequent Events [Member] | |||
Subsequent Event [Line Items] | |||
Capital stock, shares authorized | 80,000,000 | ||
Class A [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, shares authorized | 11,038,071 | 11,038,071 | |
Class A [Member] | Subsequent Events [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, shares authorized | 59,779,750 | ||
Series C Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Preferred Stock, shares authorized | 3,000,000 | 3,000,000 | |
Series C Preferred Stock [Member] | Subsequent Events [Member] | |||
Subsequent Event [Line Items] | |||
Preferred Stock, shares authorized | 4,500,000 |