Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 1-32375 | |
Entity Registrant Name | Comstock Holding Companies, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-1164345 | |
Entity Address, Address Line One | 1900 Reston Metro Plaza | |
Entity Address, Address Line Two | 10th Floor | |
Entity Address, City or Town | Reston | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 20190 | |
City Area Code | 703 | |
Local Phone Number | 230-1985 | |
Title of 12(b) Security | Class A common stock, par value $0.01 per share | |
Trading Symbol | CHCI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001299969 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,100,693 | |
Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 220,250 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 9,054 | $ 7,032 |
Trade receivables | 14 | 62 |
Trade receivables - related parties | 4,604 | 3,568 |
Prepaid and other assets | 342 | 215 |
Deposit for investment | 3,526 | 0 |
Current assets held for sale | 3,374 | 1,477 |
Total current assets | 20,914 | 12,354 |
Deferred income taxes, net | 11,310 | 0 |
Equity method investments at fair value | 3,168 | 6,307 |
Fixed assets, net | 196 | 170 |
Operating lease right-of-use assets | 7,415 | 7,914 |
Long term assets held for sale | 0 | 1,834 |
TOTAL ASSETS | 43,003 | 28,579 |
Current liabilities: | ||
Accrued personnel costs | 2,320 | 2,333 |
Accounts payable and accrued liabilities | 533 | 854 |
Short term operating lease liabilities | 604 | 569 |
Short term notes payable | 12 | 5 |
Current liabilities held for sale | 1,260 | 742 |
Total current liabilities | 4,729 | 4,503 |
Long term notes payable - due to affiliates | 5,500 | 5,500 |
Long term operating lease liabilities, net of current portion | 6,905 | 7,361 |
TOTAL LIABILITIES | 17,134 | 17,364 |
Commitments and contingencies (Note 9) | ||
STOCKHOLDERS’ EQUITY | ||
Additional paid-in capital | 200,427 | 200,147 |
Accumulated deficit | (178,744) | (193,116) |
TOTAL STOCKHOLDERS' EQUITY | 25,869 | 11,215 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 43,003 | 28,579 |
Series C Preferred Stock | ||
STOCKHOLDERS’ EQUITY | ||
Series C preferred stock $0.01 par value, 20,000,000 shares authorized, 3,440,690 issued and outstanding and liquidation preference of $17,203 at September 30, 2021 and December 31, 2020 | 6,765 | 6,765 |
Class A | ||
STOCKHOLDERS’ EQUITY | ||
Common stock | 81 | 79 |
Treasury stock, at cost (85,570 shares Class A common stock) | (2,662) | (2,662) |
Class B | ||
STOCKHOLDERS’ EQUITY | ||
Common stock | $ 2 | $ 2 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Series C Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 3,440,690 | 3,440,690 |
Preferred stock, shares outstanding (in shares) | 3,440,690 | 3,440,690 |
Preferred stock, liquidation value | $ 17,203 | $ 17,203 |
Class A | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 59,779,750 | 59,779,750 |
Common stock, shares issued (in shares) | 8,100,693 | 7,953,729 |
Common stock, shares outstanding (in shares) | 8,015,123 | 7,868,159 |
Treasury stock (in shares) | 85,570 | 85,570 |
Class B | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 220,250 | 220,250 |
Common stock, shares issued (in shares) | 220,250 | 220,250 |
Common stock, shares outstanding (in shares) | 220,250 | 220,250 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 10,164 | $ 5,891 | $ 23,328 | $ 15,829 |
Operating expenses | ||||
Direct costs | 6,695 | 5,066 | 18,275 | 12,915 |
General and administrative | 329 | 323 | 960 | 1,029 |
Sales and marketing | 3 | 0 | 21 | 1 |
Operating income | 3,137 | 502 | 4,072 | 1,884 |
Interest expense | (60) | (60) | (176) | (286) |
Other income, net | 61 | 5 | 79 | 30 |
Income from continuing operations before income tax | 3,138 | 447 | 3,975 | 1,628 |
Income tax benefit (expense) | (25) | (1) | 11,289 | (15) |
Change in fair value of equity method investments | (56) | (46) | (168) | (134) |
Income from continuing operations | 3,057 | 400 | 15,096 | 1,479 |
Income (loss) from discontinued operations, net of taxes | (137) | 23 | (724) | 112 |
Net income | $ 2,920 | $ 423 | $ 14,372 | $ 1,591 |
Basic: | ||||
Continuing operations (in dollars per share) | $ 0.37 | $ 0.05 | $ 1.84 | $ 0.18 |
Discontinuing operations (in dollars per share) | (0.02) | 0 | (0.09) | 0.01 |
Diluted: | ||||
Continuing operations (in dollars per share) | 0.34 | 0.05 | 1.67 | 0.18 |
Discontinued operations (in dollars per share) | $ (0.02) | $ 0 | $ (0.08) | $ 0.01 |
Basic weighted average shares outstanding (in shares) | 8,234 | 8,078 | 8,205 | 8,046 |
Diluted weighted average shares outstanding (in shares) | 9,072 | 8,579 | 9,030 | 8,415 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Additional paid-in capital | Treasury stock | Accumulated deficit | Series C Preferred StockSeries C Preferred Stock | Class A | Class ACommon Stock | Class BCommon Stock |
Beginning balance (in shares) at Dec. 31, 2019 | 3,441 | 7,850 | 220 | |||||
Beginning balance at Dec. 31, 2019 | $ 8,357 | $ 199,372 | $ (2,662) | $ (195,198) | $ 6,765 | $ 78 | $ 2 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock compensation and issuances (in shares) | 52 | |||||||
Stock compensation and issuances | 213 | 212 | $ 1 | |||||
Accrued liability settled through issuance of stock (in shares) | 11 | |||||||
Accrued liability settled through issuance of stock | 20 | 20 | ||||||
Shares withheld related to net share settlement of restricted stock awards (in shares) | (16) | |||||||
Shares withheld related to net share settlement of restricted stock awards | (31) | (31) | ||||||
Net Income (loss) | (12) | (12) | ||||||
Ending balance (in shares) at Mar. 31, 2020 | 3,441 | 7,897 | 220 | |||||
Ending balance at Mar. 31, 2020 | 8,547 | 199,573 | (2,662) | (195,210) | $ 6,765 | $ 79 | $ 2 | |
Beginning balance (in shares) at Dec. 31, 2019 | 3,441 | 7,850 | 220 | |||||
Beginning balance at Dec. 31, 2019 | 8,357 | 199,372 | (2,662) | (195,198) | $ 6,765 | $ 78 | $ 2 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net Income (loss) | 1,591 | |||||||
Ending balance (in shares) at Sep. 30, 2020 | 3,441 | 7,949 | 220 | |||||
Ending balance at Sep. 30, 2020 | 10,530 | 199,953 | (2,662) | (193,607) | $ 6,765 | $ 79 | $ 2 | |
Beginning balance (in shares) at Mar. 31, 2020 | 3,441 | 7,897 | 220 | |||||
Beginning balance at Mar. 31, 2020 | 8,547 | 199,573 | (2,662) | (195,210) | $ 6,765 | $ 79 | $ 2 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock compensation and issuances (in shares) | 52 | |||||||
Stock compensation and issuances | 204 | 204 | ||||||
Accrued liability settled through issuance of stock (in shares) | 9 | |||||||
Accrued liability settled through issuance of stock | 20 | 20 | ||||||
Shares withheld related to net share settlement of restricted stock awards (in shares) | (16) | |||||||
Shares withheld related to net share settlement of restricted stock awards | (30) | (30) | ||||||
Net Income (loss) | 1,180 | 1,180 | ||||||
Ending balance (in shares) at Jun. 30, 2020 | 3,441 | 7,942 | 220 | |||||
Ending balance at Jun. 30, 2020 | 9,921 | 199,767 | (2,662) | (194,030) | $ 6,765 | $ 79 | $ 2 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock compensation and issuances (in shares) | 3 | |||||||
Stock compensation and issuances | 179 | 179 | ||||||
Accrued liability settled through issuance of stock (in shares) | 5 | |||||||
Accrued liability settled through issuance of stock | 14 | 14 | ||||||
Shares withheld related to net share settlement of restricted stock awards (in shares) | (1) | |||||||
Shares withheld related to net share settlement of restricted stock awards | (7) | (7) | ||||||
Net Income (loss) | 423 | 423 | ||||||
Ending balance (in shares) at Sep. 30, 2020 | 3,441 | 7,949 | 220 | |||||
Ending balance at Sep. 30, 2020 | 10,530 | 199,953 | (2,662) | (193,607) | $ 6,765 | $ 79 | $ 2 | |
Beginning balance (in shares) at Dec. 31, 2020 | 3,441 | 7,953 | 220 | |||||
Beginning balance at Dec. 31, 2020 | 11,215 | 200,147 | (2,662) | (193,116) | $ 6,765 | $ 79 | $ 2 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock compensation and issuances (in shares) | 143 | |||||||
Stock compensation and issuances | 184 | 182 | $ 2 | |||||
Accrued liability settled through issuance of stock (in shares) | 1 | |||||||
Accrued liability settled through issuance of stock | 7 | 7 | ||||||
Shares withheld related to net share settlement of restricted stock awards (in shares) | (39) | |||||||
Shares withheld related to net share settlement of restricted stock awards | (195) | (195) | ||||||
Net Income (loss) | 247 | 247 | ||||||
Ending balance (in shares) at Mar. 31, 2021 | 3,441 | 8,058 | 220 | |||||
Ending balance at Mar. 31, 2021 | 11,458 | 200,141 | (2,662) | (192,869) | $ 6,765 | $ 81 | $ 2 | |
Beginning balance (in shares) at Dec. 31, 2020 | 3,441 | 7,953 | 220 | |||||
Beginning balance at Dec. 31, 2020 | 11,215 | 200,147 | (2,662) | (193,116) | $ 6,765 | $ 79 | $ 2 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net Income (loss) | 14,372 | |||||||
Ending balance (in shares) at Sep. 30, 2021 | 3,441 | 8,101 | 220 | |||||
Ending balance at Sep. 30, 2021 | 25,869 | 200,427 | (2,662) | (178,744) | $ 6,765 | $ 81 | $ 2 | |
Beginning balance (in shares) at Mar. 31, 2021 | 3,441 | 8,058 | 220 | |||||
Beginning balance at Mar. 31, 2021 | 11,458 | 200,141 | (2,662) | (192,869) | $ 6,765 | $ 81 | $ 2 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock compensation and issuances (in shares) | 51 | |||||||
Stock compensation and issuances | 181 | 180 | $ 1 | |||||
Accrued liability settled through issuance of stock (in shares) | 1 | |||||||
Accrued liability settled through issuance of stock | 7 | 7 | ||||||
Shares withheld related to net share settlement of restricted stock awards (in shares) | (16) | |||||||
Shares withheld related to net share settlement of restricted stock awards | (67) | (66) | $ (1) | |||||
Net Income (loss) | 11,205 | 11,205 | ||||||
Ending balance (in shares) at Jun. 30, 2021 | 3,441 | 8,094 | 220 | |||||
Ending balance at Jun. 30, 2021 | 22,784 | 200,262 | (2,662) | (181,664) | $ 6,765 | $ 81 | $ 2 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock compensation and issuances (in shares) | 7 | |||||||
Stock compensation and issuances | 182 | 182 | ||||||
Accrued liability settled through issuance of stock (in shares) | 1 | |||||||
Accrued liability settled through issuance of stock | 7 | 7 | ||||||
Shares withheld related to net share settlement of restricted stock awards (in shares) | (1) | |||||||
Shares withheld related to net share settlement of restricted stock awards | (24) | (24) | ||||||
Net Income (loss) | 2,920 | 2,920 | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 3,441 | 8,101 | 220 | |||||
Ending balance at Sep. 30, 2021 | $ 25,869 | $ 200,427 | $ (2,662) | $ (178,744) | $ 6,765 | $ 81 | $ 2 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities attributable to continuing operations: | ||
Net income | $ 15,096 | $ 1,479 |
Adjustment to reconcile net income to net cash provided by operating activities | ||
Amortization and depreciation expense | 65 | 80 |
Earnings from unconsolidated joint venture, net of distributions | (45) | 114 |
Stock compensation | 454 | 531 |
Change in fair value of equity method investments | 168 | 134 |
Deferred income tax benefit | (11,330) | 0 |
Changes in operating assets and liabilities: | ||
Trade receivables - related parties | (1,036) | 671 |
Trade receivables | 48 | (57) |
Prepaid and other assets | (82) | (87) |
Accrued personnel costs | (13) | (1,434) |
Accounts payable and accrued liabilities | (279) | 333 |
Lease liabilities | 77 | 0 |
Net cash provided by operating activities | 3,123 | 1,764 |
Cash flows from investing activities attributable to continuing operations: | ||
Distributions from equity method investments carried at fair value | 2,971 | 1,322 |
Purchase of fixed assets | (91) | (81) |
Deposit paid for investment | (3,526) | 0 |
Net cash (used) provided by investing activities | (646) | 1,241 |
Cash flows from financing activities attributable to continuing operations: | ||
Proceeds from notes payable | 120 | 5,554 |
Payments on notes payable | (113) | (5,765) |
Taxes paid related to net share settlement of equity awards | (222) | (58) |
Net cash used in financing activities | (215) | (269) |
Cash flows attributable to discontinued operations: | ||
Operating cash flows, net | (172) | (425) |
Investing cash flows, net | (40) | (32) |
Financing cash flows, net | (28) | (1,299) |
Net cash used in discontinued operations | (240) | (1,756) |
Net increase in cash and cash equivalents | 2,022 | 980 |
Cash and cash equivalents, beginning of period | 7,032 | 3,511 |
Cash and cash equivalents, end of period | 9,054 | 4,491 |
Supplemental cash flow information: | ||
Interest paid | 176 | 338 |
Supplemental disclosure for non-cash investing and financing activities: | ||
Accrued liability settled through issuance of stock | 21 | 54 |
PPP loan forgiven | $ 1,954 | $ 0 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | ORGANIZATION AND BASIS OF PRESENTATION The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In our opinion, the accompanying unaudited interim condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly our financial position, results of operations, comprehensive income, and cash flows. The consolidated balance sheet at December 31, 2020 has been derived from audited financial statements as of that date. The unaudited interim condensed consolidated results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and footnote disclosure normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to instructions, rules, and regulations prescribed by the U.S. Securities and Exchange Commission (the “SEC”). We believe that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited interim condensed consolidated financial statements are read in conjunction with the audited financial statements and notes previously distributed in our Annual Report on Form 10-K for the year ended December 31, 2020. Comstock Holding Companies, Inc., incorporated in 2004 as a Delaware corporation, is a multi-faceted asset management and services company primarily focused in the Washington, D.C. Metropolitan Statistical Area. In February 2021, the Company amended the entity names for several subsidiaries as part of operational efficiency enhancements initiated in the first quarter of 2021. The entity names were changed for the following Company subsidiaries: (a) CDS Asset Management, LC is now CHCI Asset Management, LC, (b) Comstock Commercial Management, LC is now CHCI Commercial Management, LC, (c) Comstock Residential Management, LC is now CHCI Residential Management, LC, and (d) CDS Capital Management, L.C. is now CHCI Capital Management, LC. The Company operates through five primarily real estate focused subsidiaries – CHCI Asset Management, LC (“CAM”), CHCI Real Estate Services, LC, CHCI Residential Management, LC, CHCI Commercial Management, LC, and Park X Management, LC. 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 unless the context suggests otherwise. Throughout this quarterly report on Form 10-Q, amounts are in thousands, except per share data, number of stock options, number of stock awards, or as otherwise noted. Certain amounts in the prior period have been reclassified to conform to the current year presentation of combining 'accounts payable' and 'accrued liabilities' on the Condensed Consolidated Balance Sheets. The reclassification had no effect on the previously reported totals of current liabilities. Recent Developments In April 2021, the Company received notification from the Small Business Administration ("SBA") that the Company's Paycheck Protection Program ("PPP") Loan had been forgiven and the SBA lender had received payment in full (See Note 8 – Coronavirus Aid and Relief and Economic Security Act). On June 16, 2021, the Company made the strategic decision to sell the operations of Comstock Environmental Services, LLC ("CES"), a subsidiary of Comstock, based on the continued growth of the asset management business as well as its future prospects. For all periods presented, the related operating results are presented as income (loss) from discontinued operations on the Condensed Consolidated Statement of Operations. The assets and liabilities of CES are also designated as held for sale on the Condensed Consolidated Balance Sheets (See Note 3 - Discontinued Operations). On September 29, 2021, the Company completed a refinancing transaction of three Trophy Class office towers owned by an affiliate and managed by the Company pursuant to the 2019 AMA (as defined in Note 13 - Related Party Transactions) which generated approximately $2.6 million in net debt and equity origination fees which were recognized as revenue in the accompanying Condensed Consolidated Statement of Operations. On October 20, 2021, the Company closed on an investment in a 263-unit stabilized, luxury high-rise apartment building in Rockville, Maryland in a partnership with Comstock Partners, LC ("Partners"), an affiliate. The Company holds a minority membership interest in the purchasing entity with the majority membership interest and management control held by Partners. At closing, the Company received a $0.5 million acquisition fee and executed market rate asset management, property management, and parking management agreements to manage the property (See note 16 - Subsequent Events). Use of Estimates Our condensed consolidated financial statements have been prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts for the reporting periods. We base these estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. We evaluate these estimates and judgments on an ongoing basis. Actual results may differ from those estimates under different assumptions or conditions. Material estimates are utilized in revenue recognition, income tax provision or benefit, deferred taxes and valuation allowance, determination of right-of-use assets and lease liabilities, analysis of goodwill impairment, valuation of equity-based compensation, and fair value of financial instruments (including the fair value of our equity method investments). Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740, Income Tax and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 will be effective for public business entities for annual reporting periods beginning after December 15, 2020, and interim periods within those periods. The Company adopted ASU 2019-12 as of January 1, 2021. The adoption did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Standards In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments", which modifies how companies recognize expected credit losses on financial instruments and other commitments to extend credit held by an entity at each reporting date. Existing GAAP requires an “incurred loss” methodology whereby companies are prohibited from recording an expected loss until it is probable that the loss has been incurred. ASU 2016-13 requires companies to use a methodology that reflects current expected credit losses (“CECL”) and requires consideration of a broad range of reasonable and supportable information to record and report credit loss estimates, even when the CECL is remote. Companies will be required to record the allowance for credit losses and deduct that amount from the basis of the asset. The guidance is effective for the Company for financial statement periods beginning after December 15, 2022, although early adoption is permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and related disclosures. We assessed other accounting pronouncements issued or effective during the three and nine months ended September 30, 2021 and deemed they were either not applicable to us or are not anticipated to have a material effect on our consolidated financial statements. Other standards previously issued and adopted by the Company have been disclosed in previous filings. |
INVESTMENTS IN UNCONSOLIDATED E
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Entities | INVESTMENTS IN UNCONSOLIDATED ENTITIES Investments carried at fair value Based upon elections made at the date of investment, the Company may elect to report the equity method investments in real estate ventures at fair value. For such investments, the Company increases or decreases the investment each reporting period by the change in the fair value and the Company reports the fair value adjustments in the Condensed Consolidated Statement of Operations in the ‘Loss on equity method investments carried at fair value’ line item. Changes in fair value of the Company's investment in Investors X (defined below) are impacted by distributions as the fair value is based on finite cash flows from the wind-down of that entity. Investors X The Company has elected to account for the equity method investment in Comstock Investors X, L.C. (“Investors X”), a Variable Interest Entity (“VIE”) that owns the Company’s residual homebuilding operations, at fair value. Fair value is determined using a discounted cash flow model based on expected future cash flows for income and realization events of the underlying asset. Expected future cash flows include a finite amount of contractually fixed revenues and expenses as well as estimates for future revenues and expenses where contracts do not currently exist. These estimates are based on prior experience as well as comparable, third party data. As of September 30, 2021 and December 31, 2020, the fair value of the Company’s investment in Investors X is $2.0 million and $5.1 million, respectively, which by design is expected to decrease as a result of cash flow distributions from the underlying assets as remaining development projects are completed. The Company received distributions of $428 thousand and $3.0 million during the three and nine months ended September 30, 2021 and recognized a $56 thousand and $163 thousand loss in fair value, respectively. Our maximum loss exposure in this entity is limited to our investments. The Hartford On December 30, 2019, the Company made an investment related to the purchase of a stabilized commercial office building located at 3101 Wilson Boulevard in the Clarendon area of Arlington County, Virginia (the “Hartford”). The Company owns a 2.5% equity interest in the asset at a cost of approximately $1.2 million. The Company has elected to account for the equity method investment in the Hartford at fair value. Fair value is determined using an income approach and sales comparable approach models. As of September 30, 2021 and December 31, 2020, the fair value of the Company’s investment in the Hartford was $1.2 million. During the three and nine months ended September 30, 2021, the Company recognized no change and a loss of $5 thousand in fair value, respectively. The Company received no distributions during the three and nine months ended September 30, 2021. Fair value of equity method investments used unobservable inputs that are considered to be Level 3 of the fair value hierarchy. As of September 30, 2021 and December 31, 2020, the Company had equity method investments in real estate ventures at fair value of $3.2 million and $6.3 million, respectively. The table below shows the change in the Company’s investments in real estate ventures reported at fair value: Fair value of investments as of December 31, 2020 $ 6,307 Distributions (2,971) Change in fair value (168) Fair value of investments as of September 30, 2021 $ 3,168 See Note 13 – Related Party Transactions for additional discussion of our investments in real estate ventures at fair value. Investments using equity method 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 $74 thousand and $29 thousand as of September 30, 2021 and December 31, 2020, respectively, and is included within ‘Prepaid and other assets, net’ in the accompanying Condensed Consolidated Balance Sheets. The Company’s share of earnings for the three and nine months ended September 30, 2021 from this unconsolidated joint venture of $57 thousand and $75 thousand, respectively, is included in ‘Other income (loss), net’ in the accompanying Condensed Consolidated Statement of Operations. The Company’s share of earnings for the three and nine months ended September 30, 2020 was $1 thousand and $16 thousand, respectively. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS On June 16, 2021, the Company made the strategic decision to pursue the sale of CES , the service offerings of which include consulting, environmental studies, remediation services, and site-specific solutions for projects that may have an environmental impact. The Company made this decision to focus on its core asset management operations based on the continued growth and future prospects of the asset management business. CES met the criteria to be classified as a discontinued operation in June 2021. T he sale of CES is expected to be completed within the next 12 months. The major classes of assets and liabilities designated as held for sale in the Condensed Consolidated Balance Sheets are as follows: September 30, December 31, ASSETS Trade receivables 1,731 1,420 Trade receivables - related parties 63 30 Prepaid and other assets 90 27 Total current assets held for sale 1,884 1,477 Fixed assets, net 110 96 Goodwill 1,377 1,702 Intangible assets, net 3 36 Total assets held for sale $ 3,374 $ 3,312 LIABILITIES Accrued personnel costs $ 184 $ 109 Accounts payable and accrued liabilities 1,048 633 Notes payable 28 — Total liabilities held for sale $ 1,260 $ 742 The following are the operating results for CES which have been reflected within income (loss) from discontinued operations: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenue $ 1,518 $ 1,439 $ 5,621 $ 4,930 Operating expenses Direct costs - real estate services 1,089 630 4,134 3,109 General and administrative 431 705 1,470 1,231 Sales and marketing 134 127 414 506 Operating income (136) (23) (397) 84 Interest expense (1) (4) (2) (35) Other income — 50 — 63 Income (loss) from discontinued operations, before loss on classification (137) 23 (399) 112 Loss on classification as held for sale — — (325) — Income (loss) from discontinued operations $ (137) $ 23 $ (724) $ 112 |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | GOODWILLGoodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in the Company's business acquisition of CES in 2017. Following the acquisition, we performed an analysis to value the acquired company’s tangible and identifiable intangible assets and liabilities. 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. Due to the classification of CES as a discontinued operation during the second quarter of 2021, the Company measured CES at its fair value less costs to sell and recognized a $325 thousand impairment expense as a loss on classification as held for sale in income (loss) from discontinued operations and an adjustment to goodwill. As of September 30, 2021 and December 31, 2020, the balance of goodwill was $1.4 million and $1.7 million, respectively, and is classified as held for sale on the Condensed Consolidated Balance Sheets. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | LEASES The determination of whether an arrangement contains a lease and the classification of a lease, if applicable, is made at lease commencement, at which time the Company also measures and recognizes an ROU asset, representing the Company’s right to use the underlying asset, and a lease liability, representing the Company’s obligation to make lease payments under the terms of the arrangement. For the purposes of recognizing ROU assets and lease liabilities associated with the Company’s leases, the Company has elected the practical expedient to not recognize a ROU asset or lease liability for short-term leases, which are leases with a term of twelve months or less. The lease term is defined as the non-cancelable portion of the lease term plus any periods covered by an option to extend the lease if it is reasonably certain that the option will be exercised. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The rates implicit within the Company's leases are generally not determinable; therefore, the Company's incremental borrowing rate is used to determine the present value of lease payments. The determination of the Company’s incremental borrowing rate requires judgment. The Company looks to similar corporate credit ratings and bond yields when determining the incremental borrowing rate. As of November 1, 2020, at the lease commencement of the new ten year lease agreement for the new corporate office in Reston, VA, the Company's incremental borrowing rate was determined to be 4.25%. The lease is with an affiliate controlled and owned by our Chief Executive Officer and family, as landlord. This lease is classified as an operating lease and has a remaining term of nine years. This lease requires us to make fixed annual rental payments plus pay our share of common area, real estate, and utility expenses. The Company's leases can contain various renewal and termination options. The period which is subject to an option to extend the lease is included in the lease term if it is reasonably certain that the option will be exercised. The period which is subject to an option to terminate the lease is included if it is reasonably certain that the option will not be exercised. Lease costs related to the Company's operating leases are generally recognized as a single ratable lease cost over the lease term. Lease costs related to the Company's operating leases are reflected within 'Direct costs' in the Condensed Consolidated Statements of Operations as it is a reimbursable cost under the 2019 AMA. The lease costs were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operating Lease Cost Fixed lease cost $ 249 $ — $ 746 $ — Variable lease cost 78 — 241 — Total operating lease cost $ 327 $ — $ 987 $ — Supplemental cash flow information related to leases was as follows (in thousands): Nine Months Ended September 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 422 $ — Maturities of operating lease liabilities at September 30, 2021 were as follows (in thousands): 2021 $ 227 2022 917 2023 939 2024 961 2025 984 Thereafter 5,099 Total lease payments 9,127 Less: imputed interest 1,618 Present Value of lease liabilities $ 7,509 |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | REVENUE The Company’s revenues consist primarily of • Asset Management; • Property Management; • Capital Markets; • Leasing; and • Project & Development Services. Asset Management Asset Management primarily provides comprehensive real estate asset management services to the CDS Portfolio, representing a series of daily performance obligations delivered over time. Pricing includes a cost-plus management fee or a market-rate fee or a market-rate fee form of variable consideration. The Company earns whichever is higher. See Note 13 – Related Party Transactions. The amount of revenue recognized is presented on a gross basis for any services provided by our employees, as we control them. This is evidenced by our obligation for their performance and our ability to direct and redirect their work, as well as negotiate the value of such services. In the instances where we do not control third-party services delivered to the client, we report revenues net of the third-party reimbursements. Consistent with the transfer of control for distinct, daily services to the customer, revenue is typically recognized at the end of each period for the fees associated with the services performed. Property Management Property Management provides on-site day-to-day management services for owners of office, retail, multifamily residential and various other types of properties, representing a series of daily performance obligations delivered over time. Pricing is generally in the form of a monthly management fee based upon property-level cash receipts, square footage under management or some other variable metric. Revenues from project management may also include reimbursement of payroll and related costs for personnel providing the services and subcontracted vendor costs. Project management services represent a series of distinct daily services rendered over time. Consistent with the transfer of control for distinct, daily services to the customer, revenue is typically recognized at the end of each period for the fees associated with the services performed. The amount of revenue recognized is presented gross for any services provided by our employees, as we control them. This is evidenced by our obligation for their performance and our ability to direct and redirect their work, as well as negotiate the value of such services. In the instances where we do not control third-party services delivered to the client, we report revenues net of the third-party reimbursements. Capital Markets We offer clients commercial mortgage and structured financing services. We are compensated for our services via a fee paid upon successful commercial financing from third party lenders. The fee earned is contingent upon the funding of the loan, which represents the transfer of control for services to the customer. Therefore, we typically satisfy our performance obligation at the point in time of the funding of the loan, when there is a present right to payment. Leasing We provide strategic advice and execution for owners, investors, and occupiers of real estate in connection with the leasing of office, industrial and retail space. We are compensated for our services in the form of a commission. Our commission is paid upon signing of the lease by the tenant. We satisfy our performance obligation at a point in time; generally, at the time of the contractual event where there is a present right to payment. Project & Development Services We provide project and construction management services for owners and occupiers of real estate in connection with the management and leasing of office, industrial and retail space. The fees that we earn are typically variable based upon a percentage of project cost. We are compensated for our services in the form of management fees. Project and construction management services represent a series of performance obligations delivered over time and revenue is recognized over time. Contract Costs Expenses, primarily employee commissions, incurred on leasing and capital markets transactions represent substantially all of our incremental costs to obtain revenue contracts. Since the amortization period is one year or less we recognize these costs as an operating expense as they are incurred. The following table presents the Company’s sales from contracts with customers disaggregated by categories which best represent how the nature, amount, timing and uncertainty of sales are affected by economic factors. Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenue by customer Related party $ 10,110 $ 5,863 $ 23,203 $ 15,753 Commercial 54 28 125 76 Total Revenue by customer $ 10,164 $ 5,891 $ 23,328 $ 15,829 Revenue by contract type Fixed-price $ 4,463 $ 840 $ 6,151 $ 2,864 Cost-plus 4,001 4,675 12,216 10,866 Time and Material 1,700 376 4,961 2,099 Total Revenue by contract type $ 10,164 $ 5,891 $ 23,328 $ 15,829 For the three and nine months ended September 30, 2021, $6.5 million and $19.6 million, respectively, of our revenues were earned for contracts where revenue is recognized over time. For the three and nine months ended September 30, 2020, $5.9 million and $15.3 million, respectively, of our revenues were earned for contracts where revenue is recognized over time. For the three and nine months ended September 30, 2021, $3.6 million and $3.7 million, respectively, of our revenues were earned for contracts where revenue is recognized at a point in time. For the three and nine months ended September 30, 2020, $0 thousand and $571 thousand, respectively, of our revenues were earned for contracts where revenue is recognized at a point in time. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Notes payable consists of the following: September 30, December 31, Notes payable - due to affiliates, unsecured 5,500 5,500 Unsecured financing 12 5 Total notes payable $ 5,512 $ 5,505 As of September 30, 2021, net maturities and/or curtailment obligations of all borrowings are as follows: 2021 $ 12 2022 — 2023 5,500 Total $ 5,512 Unsecured financing The Company finances its professional liability insurance policies that renew on March 1 of each year under a premium finance agreement payable within a one year term. At December 31, 2020, the balance on this loan was $5 thousand and the interest rate was 3.3%. As of September 30, 2021, the balance on this loan was $12 thousand and the interest rate was 2.4%. Notes payable, due to affiliates – unsecured Revolving Capital Line of Credit On March 19, 2020, the Company entered into a Revolving Capital Line of Credit Agreement (the “Loan Documents”) with CP Real Estate Services, LC (formerly known as Comstock Development Services, LC) (“CDS”), pursuant to which the Company secured a $10.0 million capital line of credit (the “Revolver”). Under the terms of the Loan Documents, the Revolver provides for an initial variable interest rate of the Wall Street Journal Prime Rate plus 1.00% per annum on advances made under the Revolver, payable monthly in arrears. The five-year term facility allows for interim draws that carry a maturity date of 12 months from the initial date of the disbursement unless a longer initial term is agreed to by CDS. On March 27, 2020, the Company borrowed $5.5 million under the Revolver. The $5.5 million borrowed has a maturity date of April 30, 2023. The effective interest rate at September 30, 2021 and December 31, 2020 was 4.25%. Comstock Growth Fund On October 17, 2014, the Company entered into an unsecured promissory note with Comstock Growth Fund, L.C. (“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 CDS. The Company exchanged the preferred equity for 91.5% of CDS membership interest in the CGF promissory note. Concurrently, the face amount of the CGF promissory note was reduced to $5.7 million. The CGF Note was repaid prior to maturity during the year ended December 31, 2020. For the three and nine months ended September 30, 2021, the Company made interest payments for all debt facilities of $59 thousand and $176 thousand, respectively. For the three and nine months ended September 30, 2020, the Company made interest payments for all debt facilities of $131 thousand and $256 thousand, respectively. During the three and nine months ended September 30, 2021, the Company did not make principal payments on the Revolver. During the nine months ended September 30, 2020, the Company retired $5.7 million of outstanding borrowings for the CGF Note. |
CORONAVIRUS AID RELIEF AND ECON
CORONAVIRUS AID RELIEF AND ECONOMIC SECURITY ACT | 9 Months Ended |
Sep. 30, 2021 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Coronavirus Aid Relief and Economic Security Act | CORONAVIRUS AID RELIEF AND ECONOMIC SECURITY ACT Paycheck Protection Plan Loan In response to the COVID-19 pandemic, the Paycheck Protection Program (the “PPP”) was established under the CARES Act and administered by the U.S. Small Business Administration (“SBA”). Companies who met the eligibility requirements set forth by the PPP could qualify for PPP loans provided by local lenders, which supports payroll, rent and utility expenses (“qualified expenses”). If the loan proceeds are fully utilized to pay qualified expenses over the covered period, as further defined by the PPP, the full principal amount of the PPP loan may qualify for loan forgiveness, subject to potential reduction based on the level of full-time employees maintained by the organization during the covered period as compared to a baseline period. In April 2020, the Company received proceeds of $1.95 million under the PPP (the "PPP Loan") provided by Mainstreet Bank (the “Lender”). Based on the term and conditions of the loan agreement, the term of the PPP loan is two years with an annual interest rate of 1% and principal and interest payments will be deferred for the first six-months of the loan term, which has been updated according to the Paycheck Protection Program Flexibility Act of 2020 (“Flexibility Act”). The Company recognized PPP funding as a contra-expense during the three months ended June 30, 2020, when qualified expenses were incurred. The Lender received notice that the PPP Loan was fully forgiven by the SBA in April 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 believe it is reasonably possible that such liability will have a material adverse effect on our financial position, operating results and cash flows. We believe that we have obtained adequate insurance coverage, rights to indemnification, or where appropriate, have established appropriate reserves in connection with any such legal proceedings. |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | FAIR VALUE DISCLOSURES The carrying amounts reported in the Condensed Consolidated Balance Sheets for cash equivalents, accounts receivable, and accounts payable are reasonable estimates of their fair values based on their short maturities. The fair value of fixed and floating rate debt is based on unobservable market rates (Level 3 inputs). The fair value of the fixed and floating rate debt was estimated using a discounted cash flow analysis on the blended borrower rates currently available to the Company for loans with similar terms. Based on the analysis, the fair value of the fixed and floating rate debt approximated carrying value. Fair value estimates are made at a specific point in time, based on relevant market information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Investments in Real Estate Ventures at Fair Value We report our two investments in real estate ventures at fair value. For such investments, we increase or decrease our investment each reporting period by the change in the fair value and we report these fair value adjustments in the Condensed Consolidated Statements of Operations. For our investments in real estate ventures at fair value, we estimate the fair value using the level 3 Income Approach or a sales comparable approach to determine a fair value. Critical inputs to fair value estimates include various level 3 inputs such as valuations of the underlying real estate assets and borrowings, which incorporate investment-specific assumptions such as discount rates, capitalization rates, rental and expense growth rates, and asset-specific market borrowing rates. As of September 30, 2021 and December 31, 2020, investments in the real estate ventures at fair value were approximately $3.2 million and $6.3 million, respectively. Non-Recurring Fair Value Measurements The Company may also value its non-financial assets and liabilities, including items such as 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. |
RESTRICTED STOCK, STOCK OPTIONS
RESTRICTED STOCK, STOCK OPTIONS AND OTHER STOCK PLANS | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Restricted Stock, Stock Options and Other Stock Plans | RESTRICTED STOCK, STOCK OPTIONS AND OTHER STOCK PLANS During the three and nine months ended September 30, 2021 and 2020 the Company issued no stock options. During the three and nine months ended September 30, 2021, the Company issued 0 and 165,809 restricted stock awards to employees, respectively. During the three and nine months ended September 30, 2020, the Company issued 14,500 and 644,852 restricted stock awards to employees, respectively. Stock-based compensation expense associated with restricted stock and stock options is recognized based on the grant date fair value of the award over its vesting period. The following table reflects the Condensed Consolidated Statements of Operations line items for stock-based compensation reflected in continuing operations for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 General and administrative $ 147 $ 158 $ 454 $ 531 Under net settlement procedures currently applicable to our outstanding restricted stock awards for employees, upon each settlement date and election by the employees, restricted stock awards are withheld to cover the required withholding tax, which is based on the value of the restricted stock award on the settlement date as determined by the closing price of our Class A common stock on the trading day immediately preceding the applicable settlement date. The remaining amounts are delivered to the recipient as shares of our Class A common stock. As of September 30, 2021, the weighted-average remaining contractual term of unexercised stock options was 6 years. As of September 30, 2021 and December 31, 2020, there was $1.0 million and $1.1 million, respectively, of unrecognized compensation cost related to stock options and restricted stock awards. The Company intends to issue new shares of its Class A common stock upon vesting of restricted stock grants or the exercise of stock options. |
INCOME (LOSS) PER SHARE
INCOME (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | INCOME (LOSS) PER SHARE The weighted average shares and share equivalents used to calculate basic and diluted (loss) income from both continuing operations and discontinued operations for the three and nine months ended September 30, 2021 and 2020 are presented in the accompanying Condensed Consolidated Statements of Operations. Restricted stock awards, stock options and warrants for the three and nine months ended September 30, 2021 and 2020 are included in the diluted income (loss) per share calculation using the treasury stock method and average market prices during the periods, unless their inclusion would be anti-dilutive. The following table sets forth the calculation of basic and diluted net income per share (in thousands, except per share data): Three Months Ended Sept. 30, Nine Months Ended Sept. 30, 2021 2020 2021 2020 Numerator: Income from continuing operations $ 3,057 $ 400 $ 15,096 $ 1,479 Income (loss) from discontinued operations, net of taxes $ (137) $ 23 $ (724) $ 112 Denominator: Basic net income per share - weighted-avg. outstanding shares 8,234 8,078 8,205 8,046 Effect of dilutive securities: Restricted stock awards, stock options and warrants 838 501 825 369 Diluted net income per share - weighted-avg. outstanding shares 9,072 8,579 9,030 8,415 Net income per share continuing operations - basic $ 0.37 $ 0.05 $ 1.84 $ 0.18 Income (loss) per share discontinued operations - basic $ (0.02) $ — $ (0.09) $ 0.01 Net income per share continuing operations - diluted $ 0.34 $ 0.05 $ 1.67 $ 0.18 Income (loss) per share discontinued operations - diluted $ (0.02) $ — $ (0.08) $ 0.01 The following share equivalents have been excluded from the continuing operations dilutive share computation for the three and nine months ended September 30, 2021 and 2020 as their inclusion would be anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Restricted stock awards — — — 3 Stock options 34 118 37 159 Warrants 51 449 59 589 85 567 96 751 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Lease for Corporate Headquarters The Company previously leased its corporate headquarters from an affiliate controlled and owned by our CEO and his family. On November 1, 2020, the Company relocated its corporate headquarters to a new office space pursuant to a ten year lease agreement with an affiliate controlled and owned by our Chief Executive Officer and family, as landlord. Asset Management Agreement ("AMA") On March 30, 2018, CAM, an entity wholly owned by the Company, entered into the AMA with CDS. The effective date of the AMA 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 (the "CDS Portfolio"). 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 CDS 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. 2019 Amended Asset Management Agreement ("2019 AMA") On April 30, 2019, CAM entered into the 2019 AMA with CDS, which amended and restated in its entirety the AMA. Pursuant to the 2019 AMA, CDS will engage CAM to manage and administer the Anchor Portfolio and the day to-day operations of CDS and each property-owning subsidiary of CDS (collectively, the “CDS Entities”). The “Anchor Portfolio” consists of a majority of the properties we currently manage. Pursuant to the 2019 AMA, the Company provides asset management services related to the build out, lease-up and stabilization, and management of the Anchor Portfolio. CDS pays the Company and its subsidiaries annual fees equal to the greater of either (i) an aggregate amount equal to the sum of (a) an asset management fee equal to 2.5% of revenues generated by properties included in the Anchor Portfolio; (b) a construction management fee equal to 4% of all costs associated with Anchor Portfolio projects in development; (c) a property management fee equal to 1% of the Anchor Portfolio revenues, (d) an acquisition fee equal to up to 0.5% of the purchase price of acquired assets; and (f) a disposition fee equal to 0.5% of the sales price of an asset on disposition; or (ii) an aggregate amount equal to the sum of (x) the employment expenses of personnel dedicated to providing services to the Anchor Portfolio pursuant to the 2019 AMA, (y) the costs and expenses of the Company related to maintaining the public listing of its shares and complying with related regulatory and reporting obligations, and (z) a fixed annual payment of $1,000,000. In addition to the annual payment of the greater of either the Market Rate Fee or the Cost Plus Fee (as defined in the 2019 AMA), the Company also is entitled on an annual basis to the following additional fees: (i) an incentive fee equal to 10% of the free cash flow of each of the real estate assets comprising the Anchor Portfolio after calculating a compounding preferred return of 8% on CDS invested capital; (ii) an investment origination fee equal to 1% of raised capital, (iii) a leasing fee equal to $1.00/sf for new leases and $0.50/sf for renewals; and (iv) mutually agreeable loan origination fees related to the Anchor Portfolio. The 2019 AMA will terminate on December 31, 2027 (“Initial Term”), an extension from the original termination date of December 31, 2022, and will automatically renew for successive additional one year terms (each an “Extension Term”) unless CDS delivers written notice of non-renewal of the 2019 AMA at least 180 days prior to the termination date of the Initial Term or any Extension Term. Twenty-four months after the effective date of the 2019 AMA, CDS is entitled to terminate the 2019 AMA without cause upon 180 days advance written notice to CAM. In the event of such a termination and in addition to the payment of any accrued annual fees due and payable as of the termination date under the 2019 AMA, CDS is required to pay a termination fee equal to (i) the Market Rate Fee or the Cost Plus Fee paid to CAM for the calendar year immediately preceding the termination , and (ii) a one-time payment of the Incentive Fee (as defined in the 2019 AMA) as if the CDS Portfolio were liquidated for fair market value as of the termination date; or the continued payment of the Incentive Fee as if a termination had not occurred. As of September 30, 2021 and December 31, 2020, the Company had $4.6 million and $3.6 million, respectively, of receivables from related parties, primarily related to the 2019 AMA and payroll and expense reimbursements from affiliated properties. The Company does not record an allowance for doubtful accounts due to the related party nature of the receivables. Residential, Commercial and Parking Property Management Agreements The Company entered into separate residential property management agreements with properties owned by CDS Entities under which the Company receives fees to manage and operate the properties, including tenant communications, leasing of apartment units, rent collections, building maintenance and day-to-day operations, engagement and supervision of contractors and vendors providing services for the buildings, and budget preparation and oversight. The Company entered into separate commercial property and parking management agreements with properties owned by CDS Entities under which the Company receives fees to manage and operate the office and retail portions of the properties, including tenant communications, rent collections, building maintenance and day-to-day operations, engagement and supervision of contractors and vendors providing services for the buildings, and budget preparation and oversight. These property management agreements are each for one year initial terms with successive, automatic one year renewal terms, unless sooner terminated. The Company generally receives base management fees under these agreements based upon a percentage of gross rental revenues for the portions of the buildings being managed in addition to reimbursement of specified expenses, including employment expenses of personnel employed by the Company in the management and operation of each property. Construction Management Agreements The Company has construction management agreements with properties owned by CDS Entities under which the Company receives fees to provide certain construction management and supervision services, including construction supervision and management of the buildout of certain tenant premises. The Company receives a flat construction management fee for each engagement under a work authorization based upon the construction management or supervision fee set forth in the applicable tenant’s lease, which fee is generally 1% to 4% of the total costs (or total hard costs) of construction of the tenant’s improvements in its premises, or as otherwise agreed to by the parties. Business Management Agreement On April 30, 2019, CAM entered into a Business Management Agreement (the “BMA”) with Investors X, whereby CAM will provide Investors X with asset and professional services related to the wind down of the Company’s divested homebuilding operations and the continuation of services related to the Company’s divested land development activities. The aggregate fee payable to CAM from Investors X under the Management Agreement is $937,500, payable in fifteen quarterly installments of $62,500 each. Financing Arrangements To the extent not contemplated in the 2019 AMA, CDS Entities will, from time to time, directly engage the Company, under separate written agreements, to source and procure debt and/or equity financing for the CDS Entities' real property assets, and the Company receives market rate advisory or finder's fees from the CDS Entities in connection with the Company's provision of such services as further set forth in the separate written agreements. The Hartford Investment On December 30, 2019, the Company made an investment related to the purchase of the Hartford, a stabilized commercial office building located at 3101 Wilson Boulevard in the Clarendon area of Arlington County, Virginia. The Company’s initial investment related to the purchase of the Hartford is $1.2 million. In conjunction with the investment, the Company entered into an operating agreement (“Original Operating Agreement”) with Partners to form Comstock 3101 Wilson, LC (the “Hartford Owner”), to purchase the Hartford. Pursuant to the Original Operating Agreement, the Company holds a minority membership interest in the Hartford Owner and the remaining membership interests of the Hartford Owner is held by Partners, who is further the Manager of the Hartford Owner. At the closing of the acquisition of the Hartford, the Company received an acquisition fee of $500 thousand and is entitled to asset management, property management, construction management and leasing fees for its management of the Property pursuant to separate agreements between the Hartford Owner, or its affiliates, and the Company, or its affiliates. The Company is also entitled to an incentive fee related to the performance of the investment. On February 7, 2020, the Company, Partners and DWF VI 3101 Wilson Member, LLC (“DWF”), an unaffiliated, third party, equity investor in the Hartford, entered into a limited liability company agreement (the “DWC Operating Agreement”) to form DWC 3101 Wilson Venture, LLC (“DWC”) to, among other things, acquire, own and hold all interests in the Hartford Owner. In furtherance thereof, on February 7, 2020, the Original Operating Agreement for the Hartford Owner was amended and restated (the “A&R Operating Agreement”) to memorialize the Company’s and Partners’ assignment of 100% of its membership interests in the Hartford Owner to DWC. As a result thereof, DWC is the sole member of the Hartford Owner. The Company and Partners, respectively, hold minority membership interests in, and DWF holds the majority membership interest in, DWC. The Company’s ownership interest in the Hartford remains at 2.5%. Private Placements and Promissory Notes On March 19, 2020, the Company entered into the Loan Documents with CDS, pursuant to which the Company secured the Revolver. Under the terms of the Loan Documents, the Revolver provides for an initial variable interest rate of the WSJ Prime Rate plus 1.00% per annum on advances made under the Revolver, payable monthly in arrears. The five-year term facility allows for interim draws that carry a maturity date of 12 months from the initial date of the disbursement unless a longer initial term is agreed to by CDS. On March 27, 2020 the Company borrowed $5.5 million under the Revolver. On April 10, 2020, the capital provided to the Company by the Revolver was utilized to retire all of the Company’s 10% corporate indebtedness owed to CGF. See Note 6 - Revenue for detail regarding revenue earned from related parties and Note 7 - Debt for further description of the CGF Private Placement and the Revolver. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES We use the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. The measurement of a deferred tax asset is reduced, if necessary, by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. Prior to the quarter ended June 30, 2021, the Company recorded a valuation allowance to reduce its deferred tax assets to zero. Based upon the available evidence on June 30, 2021, the Company determined it was more likely than not that a portion of deferred tax assets related to the NOL carryforwards would be utilized in future periods. The Company considered all available evidence, including cumulative income in recent years and its current forecast of future income in its analysis. The Company concluded that sufficient positive evidence exists due to the cumulative positive results achieved since the Company's revised business strategy launched in 2018 and associated long-term related party contract (2019 AMA), which establishes a reasonable expectation of future taxable income. As a result, the Company partially released the valuation allowance against these deferred tax assets and recorded a deferred income tax benefit of $11.3 million in the second quarter of 2021. While the Company believes its forecast of future income is reasonable, it is inherently uncertain. If the Company’s projections of future income are lower than expected, the Company may need to reestablish the valuation allowance. As of September 30, 2021, we have provided a valuation allowance against consolidated net deferred tax assets of $26.6 million, related primarily to deferred tax assets for Federal and state net operating loss carryforwards not expected to be used within their carryforward periods. We use a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. We have not identified any uncertain income tax positions that could have a material impact on the consolidated financial statements. We recognize interest and penalties accrued on any unrecognized tax exposures as a component of income tax expense; we did not have any such amounts accrued as of September 30, 2021 and December 31, 2020. We are subject to taxation in various U.S. jurisdictions and all of our income tax returns remain subject to examination by tax authorities due to the availability of NOL carryforwards. For interim periods, we recognize an income tax provision/(benefit) based on our estimated annual effective tax rate, calculated for all taxing jurisdictions on a consolidated basis, expected for the entire year. The interim annual estimated effective tax rate is based on the statutory tax rates then in effect, as adjusted for estimated changes in valuation allowance and estimated permanent differences, and excludes certain discrete items whose tax effect, when material, is recognized in the interim period in which they occur. These changes in valuation allowance, permanent differences, and discrete items result in variances to the effective tax rate from period to period. We also have elected to exclude the impacts from significant pre-tax non-recognized subsequent events from our interim estimated annual effective rate until the period in which they occur . Prior to the adoption of new accounting guidance that we adopted on a prospective basis on January 1, 2021, during periods when we incurred net losses before income taxes, our annual estimated effective tax rate was at times adjusted based on the “loss limitation” requirements applicable to interim tax provisions, resulting in a limited income tax benefit recognized in that period. The “loss limitation” requirements were removed by the new accounting guidance and, therefore, we were not required to assess any such limitation for 2021. For the nine months ended September 30, 2021, we recognized an income tax benefit of $11.3 million. The income tax benefit resulted from applying an estimated annual effective tax rate of 0.85% to pre-tax consolidated income reported during the period, as well as the net effects of certain discrete items occurring which impact our income tax provision in the period in which they occur primarily related to the release of $11.3 million valuation allowance in the second quarter of 2021. There were no other material discrete items occurring during the nine months ended September 30, 2021. For the three months ended September 30, 2021, we recognized an income tax expense of $25 thousand. The income tax expense resulted from applying an estimated annual effective tax rate of 0.80% to pre-tax consolidated income reported during the period, as well as the net effects of certain discrete items occurring which impact our income tax provision in the period in which they occur. There were no material discrete items occurring during the three months ended September 30, 2021. For the three and nine months ended September 30, 2020, the Company recognized deferred income tax expense of $1 thousand and $15 thousand, respectively. The effective tax rate for the three and nine months ended September 30, 2020 was 0% and (0.11)%, respectively. The Company currently has approximately $146 million in federal and state NOLs. If unused, these NOLs will begin expiring in 2027. Under Internal Revenue Code Section 382, if a change in ownership is triggered, the Company’s NOL assets and possibly certain other deferred tax assets may be impaired. A reconciliation of the statutory rate and the effective tax rate is as follows: Nine Months Ended September 30, 2021 2020 Federal statutory rate 21.00 % 21.00 % State income taxes - net of federal benefit 0.85 % 4.74 % Permanent differences — % 0.16 % Return to provision adjustments (0.21 %) (2.45 %) Change in valuation allowance (389.13 %) (18.43 %) Other, net (2.44) % (5.87) % Effective tax rate (369.93) % (0.85) % 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 September 30, 2021 and December 31, 2020 are as follows: September 30, December 31, Deferred tax assets: Net operating loss and tax credit carryforwards $ 36,841 $ 37,899 Stock based compensation 690 648 Investment in affiliates 382 264 Other 24 14 Depreciation and amortization — 37 37,937 38,862 Less - valuation allowance (26,625) (38,780) Net deferred tax assets 11,312 82 Deferred tax liabilities: Depreciation and amortization 14 — Goodwill amortization (16) (103) Net deferred tax liabilities (2) (103) Net deferred tax assets (liabilities) $ 11,310 $ (21) |
SEGMENT DISCLOSURES
SEGMENT DISCLOSURES | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Disclosures | SEGMENT DISCLOSURESPrior to June 30, 2021, we operated our business through two segments: Asset Management and Real Estate Services. After the classification of CES as a discontinued operation as described in Note 3 - Discontinued Operations, which was included in the Real Estate Services segment, we now operate our business through one reportable segment: Asset Management.In our Asset Management segment, we focus on providing management services to a wide range of real estate owners and businesses that include a variety of commercial real estate uses, including apartments, hotels, office buildings, commercial garages, leased lands, retail stores, mixed-use developments, and urban transit-oriented developments. The properties and businesses we currently manage are located primarily along the Washington, D.C. Metro Silver Line in Fairfax and Loudoun Counties, but we also manage projects in other jurisdictions including Maryland and Virginia. We also provide capital markets and brokerage services. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On October 20, 2021, the Company closed on an investment in a stabilized, luxury high-rise apartment building located at 44 Maryland Avenue in the City of Rockville, which is within the I-270 Technology and Life Science Corridor in Montgomery County, Maryland (the “Property”) pursuant to a purchase and sale agreement dated July 16, 2021 (as amended, the “Agreement”). In conjunction with the entry into the Agreement, the Company entered into an operating agreement (“Operating Agreement”) with Partners to form Comstock 44 Maryland, LC (the “Purchaser”) to purchase the Property. Pursuant to the Operating Agreement, the Company holds a minority membership interest in the Purchaser and management control and the remaining membership interests are held by Partners. At September 30, 2021, the Company maintained a deposit in escrow pursuant to the Agreement totaling approximately $3.5 million. At closing, the Company’s investment related to the purchase of the Property was reduced to approximately $2.1 million in accordance with the Company's initial capital contribution due under the Operating Agreement. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recent Developments | Recent Developments In April 2021, the Company received notification from the Small Business Administration ("SBA") that the Company's Paycheck Protection Program ("PPP") Loan had been forgiven and the SBA lender had received payment in full (See Note 8 – Coronavirus Aid and Relief and Economic Security Act). On June 16, 2021, the Company made the strategic decision to sell the operations of Comstock Environmental Services, LLC ("CES"), a subsidiary of Comstock, based on the continued growth of the asset management business as well as its future prospects. For all periods presented, the related operating results are presented as income (loss) from discontinued operations on the Condensed Consolidated Statement of Operations. The assets and liabilities of CES are also designated as held for sale on the Condensed Consolidated Balance Sheets (See Note 3 - Discontinued Operations). On September 29, 2021, the Company completed a refinancing transaction of three Trophy Class office towers owned by an affiliate and managed by the Company pursuant to the 2019 AMA (as defined in Note 13 - Related Party Transactions) which generated approximately $2.6 million in net debt and equity origination fees which were recognized as revenue in the accompanying Condensed Consolidated Statement of Operations. On October 20, 2021, the Company closed on an investment in a 263-unit stabilized, luxury high-rise apartment building in Rockville, Maryland in a partnership with Comstock Partners, LC ("Partners"), an affiliate. The Company holds a minority membership interest in the purchasing entity with the majority membership interest and management control held by Partners. At closing, the Company received a $0.5 million acquisition fee and executed market rate asset management, property management, and parking management agreements to manage the property (See note 16 - Subsequent Events). |
Use of Estimates | Use of Estimates Our condensed consolidated financial statements have been prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts for the reporting periods. We base these estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. We evaluate these estimates and judgments on an ongoing basis. Actual results may differ from those estimates under different assumptions or conditions. Material estimates are utilized in revenue recognition, income tax provision or benefit, deferred taxes and valuation allowance, determination of right-of-use assets and lease liabilities, analysis of goodwill impairment, valuation of equity-based compensation, and fair value of financial instruments (including the fair value of our equity method investments). |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740, Income Tax and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 will be effective for public business entities for annual reporting periods beginning after December 15, 2020, and interim periods within those periods. The Company adopted ASU 2019-12 as of January 1, 2021. The adoption did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Standards In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments", which modifies how companies recognize expected credit losses on financial instruments and other commitments to extend credit held by an entity at each reporting date. Existing GAAP requires an “incurred loss” methodology whereby companies are prohibited from recording an expected loss until it is probable that the loss has been incurred. ASU 2016-13 requires companies to use a methodology that reflects current expected credit losses (“CECL”) and requires consideration of a broad range of reasonable and supportable information to record and report credit loss estimates, even when the CECL is remote. Companies will be required to record the allowance for credit losses and deduct that amount from the basis of the asset. The guidance is effective for the Company for financial statement periods beginning after December 15, 2022, although early adoption is permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and related disclosures. We assessed other accounting pronouncements issued or effective during the three and nine months ended September 30, 2021 and deemed they were either not applicable to us or are not anticipated to have a material effect on our consolidated financial statements. Other standards previously issued and adopted by the Company have been disclosed in previous filings. |
Investments in Unconsolidated_2
Investments in Unconsolidated Entities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Investments in Real Estate Ventures | The table below shows the change in the Company’s investments in real estate ventures reported at fair value: Fair value of investments as of December 31, 2020 $ 6,307 Distributions (2,971) Change in fair value (168) Fair value of investments as of September 30, 2021 $ 3,168 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Discontinued Operations in Financial Statements | The major classes of assets and liabilities designated as held for sale in the Condensed Consolidated Balance Sheets are as follows: September 30, December 31, ASSETS Trade receivables 1,731 1,420 Trade receivables - related parties 63 30 Prepaid and other assets 90 27 Total current assets held for sale 1,884 1,477 Fixed assets, net 110 96 Goodwill 1,377 1,702 Intangible assets, net 3 36 Total assets held for sale $ 3,374 $ 3,312 LIABILITIES Accrued personnel costs $ 184 $ 109 Accounts payable and accrued liabilities 1,048 633 Notes payable 28 — Total liabilities held for sale $ 1,260 $ 742 The following are the operating results for CES which have been reflected within income (loss) from discontinued operations: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenue $ 1,518 $ 1,439 $ 5,621 $ 4,930 Operating expenses Direct costs - real estate services 1,089 630 4,134 3,109 General and administrative 431 705 1,470 1,231 Sales and marketing 134 127 414 506 Operating income (136) (23) (397) 84 Interest expense (1) (4) (2) (35) Other income — 50 — 63 Income (loss) from discontinued operations, before loss on classification (137) 23 (399) 112 Loss on classification as held for sale — — (325) — Income (loss) from discontinued operations $ (137) $ 23 $ (724) $ 112 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of Lease Cost and Cash Flow Information | The lease costs were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operating Lease Cost Fixed lease cost $ 249 $ — $ 746 $ — Variable lease cost 78 — 241 — Total operating lease cost $ 327 $ — $ 987 $ — Supplemental cash flow information related to leases was as follows (in thousands): Nine Months Ended September 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 422 $ — |
Schedule of Maturities of Lease Liabilities | Maturities of operating lease liabilities at September 30, 2021 were as follows (in thousands): 2021 $ 227 2022 917 2023 939 2024 961 2025 984 Thereafter 5,099 Total lease payments 9,127 Less: imputed interest 1,618 Present Value of lease liabilities $ 7,509 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
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 represent how the nature, amount, timing and uncertainty of sales are affected by economic factors. Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenue by customer Related party $ 10,110 $ 5,863 $ 23,203 $ 15,753 Commercial 54 28 125 76 Total Revenue by customer $ 10,164 $ 5,891 $ 23,328 $ 15,829 Revenue by contract type Fixed-price $ 4,463 $ 840 $ 6,151 $ 2,864 Cost-plus 4,001 4,675 12,216 10,866 Time and Material 1,700 376 4,961 2,099 Total Revenue by contract type $ 10,164 $ 5,891 $ 23,328 $ 15,829 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable | Notes payable consists of the following: September 30, December 31, Notes payable - due to affiliates, unsecured 5,500 5,500 Unsecured financing 12 5 Total notes payable $ 5,512 $ 5,505 |
Net Maturities and/or Curtailment Obligations of All Borrowings | As of September 30, 2021, net maturities and/or curtailment obligations of all borrowings are as follows: 2021 $ 12 2022 — 2023 5,500 Total $ 5,512 |
Restricted Stock, Stock Optio_2
Restricted Stock, Stock Options and Other Stock Plans (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Consolidated Balance Sheets and Statements of Operations Line Items for Stock-Based Compensation | The following table reflects the Condensed Consolidated Statements of Operations line items for stock-based compensation reflected in continuing operations for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 General and administrative $ 147 $ 158 $ 454 $ 531 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Earnings Per Share, Basic and Diluted | The following table sets forth the calculation of basic and diluted net income per share (in thousands, except per share data): Three Months Ended Sept. 30, Nine Months Ended Sept. 30, 2021 2020 2021 2020 Numerator: Income from continuing operations $ 3,057 $ 400 $ 15,096 $ 1,479 Income (loss) from discontinued operations, net of taxes $ (137) $ 23 $ (724) $ 112 Denominator: Basic net income per share - weighted-avg. outstanding shares 8,234 8,078 8,205 8,046 Effect of dilutive securities: Restricted stock awards, stock options and warrants 838 501 825 369 Diluted net income per share - weighted-avg. outstanding shares 9,072 8,579 9,030 8,415 Net income per share continuing operations - basic $ 0.37 $ 0.05 $ 1.84 $ 0.18 Income (loss) per share discontinued operations - basic $ (0.02) $ — $ (0.09) $ 0.01 Net income per share continuing operations - diluted $ 0.34 $ 0.05 $ 1.67 $ 0.18 Income (loss) per share discontinued operations - diluted $ (0.02) $ — $ (0.08) $ 0.01 |
Summary of Shares Equivalents Excluded from Dilutive Share Computation | The following share equivalents have been excluded from the continuing operations dilutive share computation for the three and nine months ended September 30, 2021 and 2020 as their inclusion would be anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Restricted stock awards — — — 3 Stock options 34 118 37 159 Warrants 51 449 59 589 85 567 96 751 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory rate and the effective tax rate is as follows: Nine Months Ended September 30, 2021 2020 Federal statutory rate 21.00 % 21.00 % State income taxes - net of federal benefit 0.85 % 4.74 % Permanent differences — % 0.16 % Return to provision adjustments (0.21 %) (2.45 %) Change in valuation allowance (389.13 %) (18.43 %) Other, net (2.44) % (5.87) % Effective tax rate (369.93) % (0.85) % |
Schedule of Deferred Tax Assets and Liabilities | Components of the Company’s deferred tax assets and liabilities at September 30, 2021 and December 31, 2020 are as follows: September 30, December 31, Deferred tax assets: Net operating loss and tax credit carryforwards $ 36,841 $ 37,899 Stock based compensation 690 648 Investment in affiliates 382 264 Other 24 14 Depreciation and amortization — 37 37,937 38,862 Less - valuation allowance (26,625) (38,780) Net deferred tax assets 11,312 82 Deferred tax liabilities: Depreciation and amortization 14 — Goodwill amortization (16) (103) Net deferred tax liabilities (2) (103) Net deferred tax assets (liabilities) $ 11,310 $ (21) |
Organization and Basis of Pre_3
Organization and Basis of Presentation - Additional Information (Detail) $ in Thousands | Oct. 20, 2021USD ($)unit | Sep. 29, 2021USD ($) | Sep. 30, 2021subsidiary |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||
Number of subsidiaries | subsidiary | 5 | ||
Affiliated Entity | Net Debt and Equity Origination Fees | |||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||
Revenue from related parties | $ 2,600 | ||
Subsequent Events | Comstock 44 Maryland, LC | |||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||
Proceeds from property acquisition | $ 500 | ||
Subsequent Events | Partially Owned Properties | |||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||
Number of stabilized luxury high rise apartment building (in units) | unit | 263 |
Investments in Unconsolidated_3
Investments in Unconsolidated Entities - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | ||||||
Fair value of equity method investment | $ 3,168 | $ 3,168 | $ 6,307 | |||
Change in fair value of equity method investments | 168 | $ 134 | ||||
Gain on equity method investments carried at fair value | (56) | $ (46) | (168) | (134) | ||
Level 3 | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Fair value of equity method investment | 3,168 | 3,168 | 6,307 | |||
Distributions | 2,971 | |||||
Change in fair value of equity method investments | (168) | |||||
Investors X | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Fair value of equity method investment | 2,000 | 2,000 | 5,100 | |||
Distributions | 428 | 3,000 | ||||
Change in fair value of equity method investments | (56) | (163) | ||||
The Hartford | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Fair value of equity method investment | 1,200 | 1,200 | 1,200 | |||
Change in fair value of equity method investments | (5) | (5) | ||||
Percentage of ownership interest | 2.50% | |||||
Equity method investment cost | $ 1,200 | |||||
Title Insurance Joint Venture | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Distributions | 0 | 22 | 30 | 130 | ||
Title Insurance Joint Venture | Other Income | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Gain on equity method investments carried at fair value | 57 | $ 1 | 75 | $ 16 | ||
Title Insurance Joint Venture | Prepaid and Other Assets, Net | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Investment in unconsolidated joint venture | $ 74 | $ 74 | $ 29 |
Investments in Unconsolidated_4
Investments in Unconsolidated Entities - Schedule of Investments in Real Estate Ventures (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Equity Method Investment and Joint Venture, Fair Value Change [Roll Forward] | ||
Fair value investments, starting balance | $ 6,307 | |
Change in fair value | 168 | $ 134 |
Fair value investments, ending balance | 3,168 | |
Level 3 | ||
Equity Method Investment and Joint Venture, Fair Value Change [Roll Forward] | ||
Fair value investments, starting balance | 6,307 | |
Distributions | (2,971) | |
Change in fair value | (168) | |
Fair value investments, ending balance | $ 3,168 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) | 6 Months Ended |
Jun. 16, 2021 | |
CES | Discontinued Operations, Held-for-sale | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Discontinued operations, expected completion period | 12 months |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
ASSETS | |||
Trade receivables | $ 14 | $ 62 | |
Trade receivables - related parties | 4,604 | 3,568 | |
Prepaid and other assets | 342 | 215 | |
Total current assets | 20,914 | 12,354 | |
Fixed assets, net | 196 | 170 | |
TOTAL ASSETS | 43,003 | 28,579 | |
LIABILITIES | |||
Accrued personnel costs | 2,320 | 2,333 | |
Accounts payable and accrued liabilities | 533 | 854 | |
Notes payable | 5,512 | 5,505 | |
TOTAL LIABILITIES | 17,134 | 17,364 | |
Discontinued Operations, Held-for-sale | CES | |||
ASSETS | |||
Trade receivables | 1,731 | 1,420 | |
Trade receivables - related parties | 63 | 30 | |
Prepaid and other assets | 90 | 27 | |
Total current assets | 1,884 | 1,477 | |
Fixed assets, net | 110 | 96 | |
Goodwill | 1,377 | $ 1,700 | 1,702 |
Intangible assets, net | 3 | 36 | |
TOTAL ASSETS | 3,374 | 3,312 | |
LIABILITIES | |||
Accrued personnel costs | 184 | 109 | |
Accounts payable and accrued liabilities | 1,048 | 633 | |
Notes payable | 28 | 0 | |
TOTAL LIABILITIES | $ 1,260 | $ 742 |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of Income from Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Revenues | $ 10,164 | $ 5,891 | $ 23,328 | $ 15,829 | ||
Operating expenses | ||||||
Direct costs | 6,695 | 5,066 | 18,275 | 12,915 | ||
General and administrative | 329 | 323 | 960 | 1,029 | ||
Sales and marketing | 3 | 0 | 21 | 1 | ||
Operating income | 3,137 | 502 | 4,072 | 1,884 | ||
Interest expense | 61 | 5 | 79 | 30 | ||
Other income | (60) | (60) | (176) | (286) | ||
CES | Discontinued Operations, Held-for-sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Revenues | 1,518 | 1,439 | 5,621 | 4,930 | ||
Operating expenses | ||||||
Direct costs | 1,089 | 630 | 4,134 | 3,109 | ||
General and administrative | 431 | 705 | 1,470 | 1,231 | ||
Sales and marketing | 134 | 127 | 414 | 506 | ||
Operating income | (136) | (23) | (397) | 84 | ||
Interest expense | (1) | (4) | (2) | (35) | ||
Other income | 0 | 50 | 0 | 63 | ||
Income (loss) from discontinued operations, before loss on classification | (137) | 23 | (399) | 112 | ||
Loss on classification as held for sale | 0 | $ (325) | 0 | $ (325) | (325) | 0 |
Income (loss) from discontinued operations | $ (137) | $ 23 | $ (724) | $ 112 |
Goodwill - (Detail)
Goodwill - (Detail) - Discontinued Operations, Held-for-sale - CES - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Goodwill [Line Items] | |||||||
Loss on classification as held for sale | $ 0 | $ 325 | $ 0 | $ 325 | $ 325 | $ 0 | |
Goodwill | $ 1,377 | $ 1,700 | $ 1,700 | $ 1,377 | $ 1,702 |
Leases - Additional Information
Leases - Additional Information (Detail) - New Corporate Office | Nov. 01, 2020 |
Lessee, Lease, Description [Line Items] | |
Operating lease borrowing rate (in percentage) | 4.25% |
Affiliated Entity | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term of contract | 10 years |
Operating lease, remaining lease term | 9 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lease Cost | ||||
Fixed lease cost | $ 249 | $ 0 | $ 746 | $ 0 |
Variable lease cost | 78 | 0 | 241 | 0 |
Total operating lease cost | $ 327 | $ 0 | $ 987 | $ 0 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 422 | $ 0 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Leases [Abstract] | |
2021 | $ 227 |
2022 | 917 |
2023 | 939 |
2024 | 961 |
2025 | 984 |
Thereafter | 5,099 |
Total lease payments | 9,127 |
Less: imputed interest | 1,618 |
Present Value of lease liabilities | $ 7,509 |
Revenue - Summary of Sales from
Revenue - Summary of Sales from Contracts with Customers Disaggregated by Categories (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 10,164 | $ 5,891 | $ 23,328 | $ 15,829 |
Fixed-price | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,463 | 840 | 6,151 | 2,864 |
Cost-plus | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,001 | 4,675 | 12,216 | 10,866 |
Time and Material | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,700 | 376 | 4,961 | 2,099 |
Related party | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 10,110 | 5,863 | 23,203 | 15,753 |
Commercial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 54 | $ 28 | $ 125 | $ 76 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 10,164 | $ 5,891 | $ 23,328 | $ 15,829 |
Transferred over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6,500 | 5,900 | 19,600 | 15,300 |
Transferred at Point in Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 3,600 | $ 0 | $ 3,700 | $ 571 |
Debt - Summary of Notes Payable
Debt - Summary of Notes Payable (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Notes payable - due to affiliates, unsecured | $ 5,500 | $ 5,500 |
Unsecured financing | 12 | 5 |
Total notes payable | $ 5,512 | $ 5,505 |
Debt - Net Maturities and_or Cu
Debt - Net Maturities and/or Curtailment Obligations of All Borrowings (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 12 |
2022 | 0 |
2023 | 5,500 |
Total | $ 5,512 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Mar. 19, 2020 | May 23, 2018 | Oct. 17, 2014 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Mar. 27, 2020 | Dec. 18, 2014 |
Line of Credit Facility [Line Items] | ||||||||||
Unsecured financing | $ 12,000 | $ 12,000 | $ 5,000 | |||||||
Total notes payable | $ 5,512,000 | $ 5,512,000 | $ 5,505,000 | |||||||
Series C Preferred Stock | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
CDS | Revolving Capital Line of Credit Agreement | Revolving Credit Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt instrument term (in years) | 5 years | |||||||||
Maximum borrowing capacity | $ 10,000,000 | |||||||||
Debt instrument maturity date from initial date | 12 months | |||||||||
Capital line of credit borrowed | $ 5,500,000 | |||||||||
Effective interest rate | 4.25% | 4.25% | 4.25% | |||||||
Principal payments to CGF | $ 0 | $ 0 | ||||||||
Comstock Growth Fund | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest payments | 59,000 | $ 131,000 | $ 176,000 | $ 256,000 | ||||||
WSJ Prime Rate | Revolving Capital Line of Credit Agreement | Revolving Credit Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt instrument spread variable rate | 1.00% | |||||||||
Unsecured Promissory Note | Comstock Growth Fund | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt instrument term (in years) | 3 years | |||||||||
Maximum borrowing capacity | $ 20,000,000 | $ 25,000,000 | ||||||||
Total notes payable | $ 10,000,000 | |||||||||
Unsecured Promissory Note | Comstock Growth Fund | Membership Exchange Agreement | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Credit facility outstanding | $ 7,700,000 | |||||||||
Percentage of membership interest | 91.50% | |||||||||
Debt instrument reduction | $ 5,700,000 | |||||||||
Repayments of debt | $ 5,700,000 | |||||||||
Unsecured Promissory Note | Comstock Growth Fund | Membership Exchange Agreement | Series C Non-Convertible Preferred Stock | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Convertible preferred shares issued upon conversion (in shares) | 1,482,300 | |||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||||||||
Unsecured Promissory Note | Comstock Growth Fund | Membership Exchange Agreement | Series C Preferred Stock | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Preferred stock liquidation value (in dollars per share) | $ 5 | |||||||||
Unsecured Debt | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt instrument term (in years) | 1 year | |||||||||
Unsecured financing | $ 12,000 | $ 12,000 | ||||||||
Interest rate for period | 2.40% | 3.30% |
Coronavirus Aid Relief and Ec_2
Coronavirus Aid Relief and Economic Security Act (Details) $ in Thousands | 1 Months Ended |
Apr. 30, 2020USD ($) | |
Paycheck Protection Program, CARES Act | |
Unusual or Infrequent Item, or Both [Line Items] | |
PPP loan proceeds, CARES Act | $ 1,950 |
Fair Value Disclosures - Narrat
Fair Value Disclosures - Narrative (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||
Equity method investments at fair value | $ 3,168 | $ 3,168 | $ 6,307 | ||||
Discontinued Operations, Held-for-sale | CES | |||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||
Goodwill | 1,377 | $ 1,700 | $ 1,700 | 1,377 | 1,702 | ||
Loss on classification as held for sale | 0 | 325 | $ 0 | 325 | 325 | $ 0 | |
Level 3 | |||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||
Equity method investments at fair value | $ 3,168 | $ 3,168 | $ 6,307 | ||||
Level 3 | Discontinued Operations, Held-for-sale | CES | Fair Value, Nonrecurring | |||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||||||
Goodwill, fair value | $ 1,400 | $ 1,400 |
Restricted Stock, Stock Optio_3
Restricted Stock, Stock Options and Other Stock Plans - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average remaining contractual term of unexercised stock options (in years) | 6 years | ||||
Unrecognized compensation cost related to stock options and restricted stock awards | $ 1 | $ 1 | $ 1.1 | ||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued by the company (in shares) | 0 | 0 | 0 | 0 | |
Restricted stock awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued by the company (in shares) | 0 | 14,500 | 165,809 | 644,852 |
Restricted Stock, Stock Optio_4
Restricted Stock, Stock Options and Other Stock Plans - Summary of Consolidated Balance Sheets and Statements of Operations Line Items for Stock-Based Compensation (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share based compensation cost | $ 147 | $ 158 | $ 454 | $ 531 |
Income (Loss) Per Share - Summa
Income (Loss) Per Share - Summary of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Income from continuing operations | $ 3,057 | $ 400 | $ 15,096 | $ 1,479 |
Income (loss) from discontinued operations, net of taxes | $ (137) | $ 23 | $ (724) | $ 112 |
Denominator: | ||||
Basic weighted average shares outstanding (in shares) | 8,234 | 8,078 | 8,205 | 8,046 |
Effect of dilutive securities: | ||||
Restricted stock weighted average shares outstanding (in shares) | 838 | 501 | 825 | 369 |
Diluted weighted average shares outstanding (in shares) | 9,072 | 8,579 | 9,030 | 8,415 |
Net income continuing operations - basic (in dollars per share) | $ 0.37 | $ 0.05 | $ 1.84 | $ 0.18 |
Income (loss) discontinued operations - basic (in dollars per share) | (0.02) | 0 | (0.09) | 0.01 |
Net income continuing operations - diluted (in dollars per share) | 0.34 | 0.05 | 1.67 | 0.18 |
Income (loss) discontinuing operations - diluted (in dollars per share) | $ (0.02) | $ 0 | $ (0.08) | $ 0.01 |
Income (Loss) Per Share - Sum_2
Income (Loss) Per Share - Summary of Shares Equivalents Excluded from Continued Operations Dilutive Share Computation (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from diluted share computation (in shares) | 85 | 567 | 96 | 751 |
Restricted stock awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from diluted share computation (in shares) | 0 | 0 | 0 | 3 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from diluted share computation (in shares) | 34 | 118 | 37 | 159 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from diluted share computation (in shares) | 51 | 449 | 59 | 589 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Apr. 10, 2020 | Mar. 19, 2020 | Dec. 30, 2019USD ($) | Apr. 30, 2019USD ($)installment$ / ft² | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 27, 2020USD ($) | Feb. 07, 2020 | Jan. 02, 2018USD ($) |
Related Party Transaction [Line Items] | |||||||||
Trade receivables - related parties | $ 4,604,000 | $ 3,568,000 | |||||||
Comstock Partners, L.C. | |||||||||
Related Party Transaction [Line Items] | |||||||||
Acquisition fee received | $ 500,000 | ||||||||
Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Trade receivables - related parties | $ 4,600,000 | $ 3,600,000 | |||||||
Affiliated Entity | Comstock Asset Management, L.C. | |||||||||
Related Party Transaction [Line Items] | |||||||||
Fixed annual payment | $ 1,000,000 | ||||||||
Affiliated Entity | Hartford Investment | |||||||||
Related Party Transaction [Line Items] | |||||||||
Initial investment related to the purchase | $ 1,200,000 | ||||||||
Percentage of ownership interest | 2.50% | ||||||||
Affiliated Entity | DWC Operating Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of membership interest owned by company and partners | 100.00% | ||||||||
Affiliated Entity | Comstock Growth Fund | |||||||||
Related Party Transaction [Line Items] | |||||||||
Loan annual principal repayment (in percentage) | 10.00% | ||||||||
Affiliated Entity | Revolving Capital Line of Credit Agreement | CDS | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument term (in years) | 5 years | ||||||||
Debt instrument maturity date from initial date | 12 months | ||||||||
Affiliated Entity | Revolving Capital Line of Credit Agreement | Secured Financing | CDS | |||||||||
Related Party Transaction [Line Items] | |||||||||
Capital line of credit drawn | $ 5,500,000 | ||||||||
Affiliated Entity | WSJ Prime Rate | Revolving Capital Line of Credit Agreement | CDS | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument spread variable rate | 1.00% | ||||||||
Affiliated Entity | Residential Property Management Agreements | CDS | |||||||||
Related Party Transaction [Line Items] | |||||||||
Property management agreements initial term | 1 year | ||||||||
Property management agreements renewal term | 1 year | ||||||||
Affiliated Entity | Construction Management Agreement | Minimum | CDS | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of construction management fee | 1.00% | ||||||||
Affiliated Entity | Construction Management Agreement | Maximum | CDS | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of construction management fee | 4.00% | ||||||||
Affiliated Entity | 2019 Amended Asset Management Agreement | Comstock Asset Management, L.C. | |||||||||
Related Party Transaction [Line Items] | |||||||||
Cumulative, compounded, preferred return rate | 8.00% | ||||||||
Lease fee for new leases (in dollars per square foot) | $ / ft² | 1 | ||||||||
Lease fee for renewal leases (in dollars per square foot) | $ / ft² | 0.50 | ||||||||
Affiliated Entity | 2019 Amended Asset Management Agreement | CDS | |||||||||
Related Party Transaction [Line Items] | |||||||||
Fixed annual payment | $ 1,000,000 | ||||||||
Agreement additional extension term (in years) | 1 year | ||||||||
Agreement notice period required for non-renewal | 180 days | ||||||||
Agreement termination period | 24 months | ||||||||
Agreement notice period required for termination | 180 days | ||||||||
Affiliated Entity | 2019 Amended Asset Management Agreement | Asset Management Fee | CDS | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of CRE portfolio revenues | 2.50% | ||||||||
Affiliated Entity | 2019 Amended Asset Management Agreement | Construction Management Fee | CDS | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of all costs associated with portfolio projects in development | 4.00% | ||||||||
Affiliated Entity | 2019 Amended Asset Management Agreement | Property Management Fee | CDS | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of CRE portfolio revenues | 1.00% | ||||||||
Affiliated Entity | 2019 Amended Asset Management Agreement | Acquisition Fee | CDS | |||||||||
Related Party Transaction [Line Items] | |||||||||
Maximum percentage of purchase price of an acquired asset | 0.50% | ||||||||
Affiliated Entity | 2019 Amended Asset Management Agreement | Disposition Fee | CDS | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage sales price of an asset on disposition | 0.50% | ||||||||
Affiliated Entity | 2019 Amended Asset Management Agreement | Incentive Fee | Comstock Asset Management, L.C. | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of free cash flow from real estate assets | 10.00% | ||||||||
Affiliated Entity | 2019 Amended Asset Management Agreement | Investment Origination Fee | Comstock Asset Management, L.C. | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of raised capital | 1.00% | ||||||||
Affiliated Entity | Business Management Agreement | Comstock Investors X | |||||||||
Related Party Transaction [Line Items] | |||||||||
Aggregate fee payable | $ 937,500 | ||||||||
Number of installments of fee payment | installment | 15 | ||||||||
Fee payable in installments | $ 62,500 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||||
Deferred income tax benefit | $ 11,300 | |||||
Deferred tax assets, valuation allowance | $ 26,625 | $ 26,625 | $ 38,780 | |||
Income tax benefit (expense) | $ (25) | $ (1) | $ 11,289 | $ (15) | ||
Annual effective tax rate | 0.80% | 0.85% | ||||
Effective income tax rate, percent | 0.00% | (0.11%) | ||||
Federal and state net operating losses | $ 146,000 | $ 146,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory and Effective Tax Rate (Detail) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21.00% | 21.00% |
State income taxes - net of federal benefit | 0.85% | 4.74% |
Permanent differences | 0.00% | 0.16% |
Return to provision adjustments | (0.21%) | (2.45%) |
Change in valuation allowance | (389.13%) | (18.43%) |
Other, net | (2.44%) | (5.87%) |
Effective tax rate | (369.93%) | (0.85%) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss and tax credit carryforwards | $ 36,841 | $ 37,899 |
Stock based compensation | 690 | 648 |
Investment in affiliates | 382 | 264 |
Other | 24 | 14 |
Depreciation and amortization | 0 | 37 |
Deferred tax assets gross | 37,937 | 38,862 |
Less - valuation allowance | (26,625) | (38,780) |
Net deferred tax assets | 11,312 | 82 |
Deferred tax liabilities: | ||
Depreciation and amortization | 14 | 0 |
Goodwill amortization | (16) | (103) |
Net deferred tax liabilities | (2) | (103) |
Net deferred tax assets | $ 11,310 | |
Net deferred tax liabilities | $ (21) |
Segment Disclosures - Additiona
Segment Disclosures - Additional Information (Detail) - segment | 3 Months Ended | 6 Months Ended |
Sep. 30, 2021 | Jun. 29, 2021 | |
Segment Reporting [Abstract] | ||
Number of operating segments | 2 | |
Number of reportable segments | 1 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Comstock 44 Maryland, LC - USD ($) $ in Thousands | Oct. 20, 2021 | Sep. 30, 2021 |
Subsequent Event [Line Items] | ||
Escrow deposit | $ 3,500 | |
Subsequent Events | ||
Subsequent Event [Line Items] | ||
Asset acquisition, consideration transferred | $ 2,100 | |
Proceeds from property acquisition | $ 500 |