Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 28, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-32375 | ||
Entity Registrant Name | Comstock Holding Companies, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-1164345 | ||
Entity Address, Address Line One | 1900 Reston Metro Plaza | ||
Entity Address, Address Line Two | 10th Floor | ||
Entity Address, City or Town | Reston | ||
Entity Address, State or Province | VA | ||
Entity Address, Postal Zip Code | 20190 | ||
City Area Code | 703 | ||
Local Phone Number | 230-1985 | ||
Title of 12(b) Security | Class A Common Stock, $0.01 par value | ||
Trading Symbol | CHCI | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 16,094,232 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCEThe information required by Part III (Items 10, 11, 12, 13 and 14) will be incorporated by reference from the Registrant’s definitive proxy statement for its 2022 Annual Meeting of Stockholders, which will be filed pursuant to Regulation 14A with the United States Securities and Exchange Commission (“SEC”) within 120 days after the end of the fiscal year to which this report relates. | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001299969 | ||
Current Fiscal Year End Date | --12-31 | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 8,118,480 | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 220,250 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor name | GRANT THORNTON LLP |
Auditor location | Arlington, Virginia |
Auditor firm ID | 248 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 15,823 | $ 7,032 |
Accounts receivable | 46 | 62 |
Accounts receivable - related parties | 1,697 | 3,568 |
Prepaid expenses and other current assets | 197 | 186 |
Current assets held for sale | 2,313 | 1,477 |
Total current assets | 20,076 | 12,325 |
Fixed assets, net | 264 | 170 |
Investments in real estate ventures | 4,702 | 6,307 |
Operating lease assets | 7,245 | 7,914 |
Deferred Income Tax Assets, Net | 11,300 | 0 |
Other assets | 15 | 29 |
Non-current assets held for sale | 0 | 1,834 |
Total assets | 43,602 | 28,579 |
Current liabilities: | ||
Accrued personnel costs | 3,468 | 2,333 |
Accounts payable and accrued liabilities | 783 | 854 |
Current operating lease liabilities | 616 | 569 |
Current loans payable | 0 | 5 |
Current liabilities held for sale | 1,194 | 742 |
Total current liabilities | 6,061 | 4,503 |
Credit facility - due to affiliates | 5,500 | 5,500 |
Operating lease liabilities | 6,745 | 7,361 |
Total liabilities | 18,306 | 17,364 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Additional paid-in capital | 200,617 | 200,147 |
Treasury stock, at cost (86 shares of Class A common stock) | (2,662) | (2,662) |
Accumulated deficit | (179,507) | (193,116) |
Total stockholders' equity | 25,296 | 11,215 |
Total liabilities and stockholders' equity | 43,602 | 28,579 |
Series C Preferred Stock | ||
Stockholders' equity: | ||
Series C preferred stock; $0.01 par value; aggregate liquidation preference of $17,203; 20,000 shares authorized; 3,441 issued and outstanding as of December 31, 2021 and 2020 | 6,765 | 6,765 |
Common Class A | ||
Stockholders' equity: | ||
Common stock | 81 | 79 |
Common Class B | ||
Stockholders' equity: | ||
Common stock | $ 2 | $ 2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Treasury stock, shares (in shares) | 86 | 86 |
Series C Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 20,000 | 20,000 |
Preferred stock, shares issued (in shares) | 3,441 | 3,441 |
Preferred stock, shares outstanding (in shares) | 3,441 | 3,441 |
Preferred stock, liquidation value | $ 17,203 | $ 17,203 |
Common Class A | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 59,780 | 59,780 |
Common stock, shares issued (in shares) | 8,102 | 7,953 |
Common stock, shares outstanding (in shares) | 8,017 | 7,868 |
Common Class B | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 220 | 220 |
Common stock, shares issued (in shares) | 220 | 220 |
Common stock, shares outstanding (in shares) | 220 | 220 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 31,093 | $ 22,487 |
Operating costs and expenses: | ||
Cost of revenue | 24,649 | 18,445 |
Selling, general, and administrative | 1,285 | 1,314 |
Depreciation and amortization | 94 | 74 |
Total operating costs and expenses | 26,028 | 19,833 |
Income (loss) from operations | 5,065 | 2,654 |
Other income (expense) | ||
Interest expense | (235) | (344) |
Gain (loss) on real estate ventures | (14) | (160) |
Other income (expense), net | 6 | 16 |
Income (loss) from continuing operations before income tax | 4,822 | 2,166 |
Provision for (benefit from) income tax | (11,217) | 25 |
Net income (loss) from continuing operations | 16,039 | 2,141 |
Net income (loss) from discontinued operations, net of tax | (2,430) | (59) |
Net income (loss) | $ 13,609 | $ 2,082 |
Denominator: | ||
Basic weighted average shares outstanding (in shares) | 8,213 | 8,056 |
Diluted weighted average shares outstanding (in shares) | 9,095 | 8,539 |
Net income (loss) per share: | ||
Basic - continuing operations (in dollars per share) | $ 1.95 | $ 0.27 |
Basic - discontinued operations (in dollars per share) | (0.29) | (0.01) |
Basic net income per share (in dollars per share) | 1.66 | 0.26 |
Diluted - continuing operations (in dollars per share) | 1.76 | 0.25 |
Diluted - discontinued operations (in dollars per share) | (0.26) | (0.01) |
Diluted net income per share (in dollars per share) | $ 1.50 | $ 0.24 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | APIC | Treasury stock | Accumulated deficit | Series C Preferred StockPreferred Stock | Common Class ACommon Stock | Common Class BCommon Stock |
Beginning balance (in shares) at Dec. 31, 2019 | 3,441 | 7,849 | 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] | |||||||
Issuance of common stock, net of shares withheld for taxes (in shares) | 104 | ||||||
Issuance of common stock, net of shares withheld for taxes | 0 | (1) | $ 1 | ||||
Stock-based compensation | 776 | 776 | |||||
Net income (loss) | 2,082 | 2,082 | |||||
Ending balance (in shares) at Dec. 31, 2020 | 3,441 | 7,953 | 220 | ||||
Ending balance at Dec. 31, 2020 | 11,215 | 200,147 | (2,662) | (193,116) | $ 6,765 | $ 79 | $ 2 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock, net of shares withheld for taxes (in shares) | 149 | ||||||
Issuance of common stock, net of shares withheld for taxes | (250) | (252) | $ 2 | ||||
Stock-based compensation | 722 | 722 | |||||
Net income (loss) | 13,609 | 13,609 | |||||
Ending balance (in shares) at Dec. 31, 2021 | 3,441 | 8,102 | 220 | ||||
Ending balance at Dec. 31, 2021 | $ 25,296 | $ 200,617 | $ (2,662) | $ (179,507) | $ 6,765 | $ 81 | $ 2 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Activities - Continuing Operations | ||
Net income (loss) from continuing operations | $ 16,039 | $ 2,141 |
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 94 | 100 |
Stock-based compensation | 633 | 701 |
Gain (loss) on real estate ventures | 14 | 160 |
Distributions from real estate ventures | 0 | 103 |
Deferred income taxes | (11,300) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,886 | 82 |
Prepaid expenses and other current assets | (11) | (50) |
Accrued personnel costs | 1,135 | (409) |
Accounts payable and accrued liabilities | (41) | 52 |
Other assets and liabilities | 239 | 699 |
Net cash provided by (used in) operating activities | 8,688 | 3,579 |
Investing Activities - Continuing Operations | ||
Investments in real estate ventures | (2,058) | 0 |
Distributions from real estate ventures | 3,522 | 1,818 |
Purchase of fixed assets | (188) | (115) |
Net cash provided by (used in) investing activities | 1,276 | 1,703 |
Financing Activities - Continuing Operations | ||
Loan proceeds | 121 | 5,554 |
Loan payments | (126) | (5,782) |
Payment of taxes related to the net share settlement of equity awards | (222) | (54) |
Net cash provided by (used in) financing activities | (227) | (282) |
Discontinued Operations | ||
Operating cash flows, net | (881) | (145) |
Investing cash flows, net | (36) | (33) |
Financing cash flows, net | (29) | (1,301) |
Net cash provided by (used in) discontinued operations | (946) | (1,479) |
Net increase (decrease) in cash and cash equivalents | 8,791 | 3,521 |
Cash and cash equivalents, beginning of period | 7,032 | 3,511 |
Cash and cash equivalents, end of period | 15,823 | 7,032 |
Supplemental Cash Flow Information | ||
Interest | 234 | 397 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Accrued liability settled through issuance of common stock | 28 | 68 |
Gain on early extinguishment of debt | 0 | 50 |
PPP loan forgiveness | 0 | 1,954 |
Right of use assets and lease liabilities at commencement | $ 0 | $ 8,023 |
Company Overview
Company Overview | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company Overview | Company Overview Comstock Holding Companies, Inc. ("Comstock" or the "Company") was incorporated in the state of Delaware in 2004 and is a leading developer and manager of mixed-use and transit-oriented properties with operations that are primarily focused in the Washington, D.C. metropolitan area. In February 2021, the Company amended the entity names for the five real estate-focused subsidiaries through which it primarily operates as part of operational efficiency enhancements. The entity names were changed as follows: • CDS Asset Management, LC is now CHCI Asset Management, LC • Comstock Commercial Management, LC is now CHCI Commercial Management, LC • Comstock Residential Management, LC is now CHCI Residential Management, LC, and • CDS Capital Management, L.C. is now CHCI Capital Management, LC. On June 16, 2021, the Company made the strategic decision to pursue the sale of the operations of Comstock Environmental Services, LLC ("CES"), a subsidiary of Comstock, based on the continued growth and future prospects of the asset management business. Accordingly, the Company has reflected CES as a discontinued operation in its consolidated statements of operations for all periods presented, and have also designated CES assets and liabilities as held for sale in its consolidated balance sheets. Unless otherwise noted, all amounts and disclosures relate to the Company's continuing operations. For additional information, see Note 3. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and include the accounts of the Company and its consolidated subsidiaries. Intercompany balances and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to current period presentation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Significant items subject to such estimates, include, but are not limited to, the analysis of goodwill impairment, the valuation of equity method investments, and the valuation of deferred tax assets. Assumptions made in the development of these estimates contemplate the macroeconomic landscape and the Company's anticipated results, however actual results may differ materially from these estimates. Fiscal Year Comstock uses a fiscal reporting calendar which begins on January 1 and ends on December 31. The fiscal years presented are the years ended December 31, 2021 (“2021”) and December 31, 2020 (“2020”). Each of the Company’s fiscal quarters ends on the last day of the calendar month. Segment Information Operating segments are defined as components of a business that can earn revenue and incur expenses for which discrete financial information is evaluated on a regular basis by the chief operating decision maker (“CODM”) in order to decide how to allocate resources and assess performance. Prior to June 30, 2021, the Company operated its business through two segments: Asset Management and Real Estate Services. Given the classification of CES, which included all material operations of the Company's Real Estate Services segment, as a discontinued operation (see Note 3), the Company now manages its business as one reportable operating segment. Cash and Cash Equivalents Cash and cash equivalents are comprised of cash and short-term investments with maturities of three months or less when purchased. The carrying amount of cash equivalents approximates fair value due to the short-term maturity of these investments. Accounts Receivable Accounts receivables are recorded at the amount invoiced. The Company records an allowance for doubtful accounts on an as-needed basis to reduce the trade accounts receivables balance by the estimated amounts that may become uncollectible in the future. The allowance for doubtful accounts estimate is based on the accounts receivable aging report, historical collection experience, and the payee's general financial condition. The Company does not record an allowance for doubtful accounts on accounts receivable from related parties due to the nature of the receivables and collection history. Concentrations of Credit Risk Financial instruments that subject the Company to concentrations of credit risk are consist primarily of cash, cash equivalents, and accounts receivable from related parties. The Company maintains cash and cash equivalents in financial institutions that management believes to be financially sound and with minimal credit risk. At times the Company's deposits exceed federally insured limits, however management believes that the Company’s credit risk exposure is mitigated by the financial strength of the banking institutions in which the deposits are held. The Company does a significant amount of business with related parties, demonstrated by related parties accounting for 99.3% of its consolidated revenue in 2021. The Company generally does not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of its related party entities. Equity Method Investments The Company invests in certain real estate ventures that qualify for equity method accounting treatment, meaning the Company must adjust its asset carrying value by its proportionate share of earnings, losses, and distributions. However, based on elections made at the investment date, the Company may elect to record certain equity method investments at fair value. With this treatment, assets are recorded at fair value on the consolidated balance sheets and subsequently remeasured at each reporting period. The net change in the fair value of the investments is recorded on the consolidated statements of operations as other income (expense). See Note 5 for further information. Fixed Assets Fixed assets are carried at cost less accumulated depreciation and are depreciated on a straight-line basis over their estimated useful lives, which are as follows: Asset Class Estimated Useful Life Leasehold improvements Shorter of asset life or related lease term Furniture and fixtures 7 years Office equipment 5 years Vehicles 5 years Computer equipment 3 years Capitalized software 3 years Evaluation of Long-Lived Assets The Company evaluates the recoverability of its long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of the assets may not be recoverable. Recoverability is measured by comparing the carrying amount of the asset to the future undiscounted cash flows the asset is expected to generate. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. Goodwill and Intangible Assets On an annual basis as of October 1, and at interim periods when circumstances require, the Company tests the recoverability of any goodwill and intangible assets balances that exist at that time and reviews for indicators of impairment. Examples of such indicators include a significant change in the business climate, increased competition, loss of key personnel, significant or unusual changes in market capitalization, negative or declining cash flows, or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods. The Company performs impairment assessments at the reporting unit level, which is defined as an operating segment or one level below an operating segment, also known as a component. To test for the recoverability of goodwill and indefinite-lived intangible assets, the Company first performs a qualitative assessment based on economic, industry and company-specific factors for all or selected reporting units to determine whether the existence of events and circumstances indicates that it is more likely than not that the goodwill or indefinite-lived intangible asset is impaired. Based on the results of the qualitative assessment, two additional steps in the impairment assessment may be required. The first step would require a comparison of each reporting unit’s fair value to the respective carrying value. If the carrying value exceeds the fair value, a second step is performed to measure the amount of impairment loss on a relative fair value basis, if any. The estimate of the fair value of each reporting unit is based on a projected discounted cash flow model that includes significant assumptions and estimates including the Company's discount rate, growth rate and future financial performance as well as a market multiple model based upon similar transactions in the market. Assumptions about the discount rate are based on a weighted average cost of capital built up from various interest rate components applicable to the Company. Assumptions about the growth rate and future financial performance of a reporting unit are based on the Company's forecasts, business plans, economic projections and anticipated future cash flows. Market multiples are derived from recent transactions among businesses of a similar size and industry. The Company amortizes certain identifiable intangible assets that have finite lives. Amortizable intangible assets are tested for impairment, when deemed necessary, based on undiscounted cash flows and, if impaired, are written down to fair value based on either discounted cash flows or appraised values. Fair Value Measurement The Company applies fair value accounting for all financial assets and liabilities that are reported at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting guidance establishes a defined three-tier hierarchy to classify and disclose the fair value of assets and liabilities on both the date of their initial measurement as well as all subsequent periods. The hierarchy prioritizes the inputs used to measure fair value by the lowest level of input that is available and significant to the fair value measurement. The three levels are described as follows: • Level 1 : Observable inputs. Quoted prices in active markets for identical assets and liabilities; • Level 2 : Observable inputs other than the quoted price. Includes quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets and amounts derived from valuation models where all significant inputs are observable in active markets; and • Level 3 : Unobservable inputs. Includes amounts derived from valuation models where one or more significant inputs are unobservable and require the Company to develop relevant assumptions. The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level of classification as of each reporting period. 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 a right-of-use ("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. Operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments (e.g. rent) over the lease term beginning at the commencement date. The operating lease assets are adjusted for lease incentives, deferred rent, and initial direct costs, if incurred. The related lease expense is recognized on a straight-line basis over the lease term. The Company's leases generally do not include an implicit rate; therefore, an incremental borrowing rate is used that is based on information available at the lease commencement date in determining the present value of future minimum lease payments. The Company looks to similar credit ratings and bond yields when determining the incremental borrowing rate. For the purposes of recognizing operating lease assets and liabilities, the Company has elected the practical expedient to not recognize an 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. Revenue The Company’s revenue streams, revenue recognition policies, and cost of revenue details are summarized by the following: Asset Management/Property Management Asset management pricing includes a cost-plus management fee or a market-rate fee form of variable consideration, and the Company earns whichever is higher. Property Management 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. In addition, property management revenue includes reimbursable expenses such as payroll and other employee costs for those performing services at managed properties. Asset and property management services represent a series of distinct daily services rendered over time. The revenue for asset and property management services is presented gross for any services provided by the Company's employees and presented net of third-party reimbursements in instances where the Company does not control third-party services delivered to the client. 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. Capital Markets Compensation for commercial mortgage and structured financing services is received via fees paid upon successful commercial financing from third-party lenders. The earned fees are contingent upon the funding of the loan, which represents the transfer of control for services to the customer. Therefore, the Company's performance obligation is satisfied at the point in time of the funding of the loan, when there is a present right to payment. Leasing Compensation for providing strategic advice and execution for owners, investors, and occupiers is received in the form of a commission. The commission is paid upon signing of the lease by the tenant, therefore the Company's performance obligation is satisfied at the time of the contractual event, where there is a present right to payment. Project & Development Services Fees for project and development services for owners and occupiers of real estate are typically variable and based on a percentage of the total project cost. Project and development services represent a series of performance obligations delivered over time, therefore the Company recognizes revenue over time for these services accordingly. Cost of Revenue Cost of revenue is composed primarily of employment expenses for personnel dedicated to providing services to the Anchor Portfolio as well as the costs and expenses of the Company related to maintaining the public listing of its shares and complying with related regulatory and reporting obligations pursuant to the 2019 Asset Management Agreement ("2019 AMA" - see Note 14 for further details). It also includes payroll and other reimbursable expenses incurred under the Company's various property management agreements. Stock-Based Compensation Stock-based compensation expense for restricted stock units is measured based on the fair value of the Company’s common stock on the grant date. The Company utilizes the Black-Scholes option pricing model to estimate the grant-date fair value of stock option awards. The exercise price of stock option awards is set to equal the quoted closing market price of the underlying common stock at the date of the grant. The following weighted-average assumptions are also used to calculate the estimated fair value of stock option awards: • Expected volatility : The expected volatility of the Company’s shares is estimated using the historical stock price volatility over the most recent period commensurate with the estimated expected term of the awards. • Expected term : The Company determines the expected term by calculating the weighted-average period of time between the grant date and exercise or post-vesting cancellation date of all outstanding stock options. • Dividend yield : The Company has not paid dividends and does not anticipate paying a cash dividend in the foreseeable future and, accordingly, uses an expected dividend yield of zero. • Risk-free interest rate : The Company bases the risk-free interest rate on the implied yield available on a U.S. Treasury note with a term equal to the estimated expected term of the awards. The Company applies the graded vesting attribution method to recognize compensation expense for stock-based awards. Using this method, the estimated grant-date fair value of the award is recognized over the requisite service period for each separately vesting tranche as though each tranche of the award is, in substance, a separate award. This advanced recognition expense from future vesting tranches results in the accelerated recognition of the overall compensation cost related to the award. The Company has elected to account for forfeitures as they occur. For awards with a performance-based vesting condition, the Company accrues stock-based compensation expense if it is probable that the performance condition will be achieved. Income Taxes Income taxes are accounted for under the asset and liability method in accordance with ASC 740. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on the deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We provide a valuation allowance when we consider it “more likely than not” (greater than 50% probability) that a deferred income tax asset will not be fully recovered. Adjustments to the valuation allowance are a component of the deferred income tax expense or benefit in the Consolidated Statement of Operations. Net Income (Loss) per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per common share is calculated by dividing net income (loss) by the fully diluted weighted-average number of common shares outstanding during the period. The diluted weighted-average common shares outstanding amount includes the impact of common share equivalents, which are the incremental shares of common stock that would be issuable upon the hypothetical exercise of stock options and vesting of restricted stock unit awards. The common stock equivalents are calculated using the treasury stock method and average market prices during the periods, and are included in the diluted net income (loss) per share calculation unless their inclusion would be anti-dilutive. Recent Accounting Pronouncements - Adopted In December 2019, the FASB issued ASU 2019-12, “Income Taxes – Simplifying the Accounting for Income Taxes.” This guidance is intended to simplify the accounting for income taxes by removing certain exceptions, clarifying existing guidance and improving consistent application of the guidance. The Company adopted this standard as of January 1, 2021. The adoption of the standard did not have a material impact on the Company’s financial statements and related disclosures. Recent Accounting Pronouncements - Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments .” This guidance is intended to introduce a revised approach to the recognition and measurement of credit losses, emphasizing an updated model based on current expected credit losses ("CECL") rather than incurred losses. The standard will become effective for the Company for financial statement periods beginning after December 15, 2022, and early adoption is permitted. The Company is currently evaluating the impact this guidance will have on its financial statements and related disclosures. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 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 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. The following table reconciles major line items constituting pretax income (loss) from discontinued operations to net income (loss) from discontinued operations as presented in the consolidated statements of operations (in thousands): Year Ended December 31, 2021 2020 Revenue $ 7,400 $ 6,239 Cost of revenue (5,571) (4,097) Selling, general, and administrative (2,417) (2,077) Depreciation and amortization (60) (152) Other income (expense) (103) 28 Goodwill impairment (1,702) — Pre-tax income (loss) from continuing operations (2,453) (59) Provision for (benefit from) income tax (23) — Net income (loss) from discontinued operations $ (2,430) $ (59) The following table reconciles the carrying amounts of major classes of assets and liabilities of discontinued operations to total assets and liabilities of discontinued operations that were classified as held for sale in the consolidated balance sheets (in thousands): December 31, 2021 2020 Carrying amounts of major classes of assets held for sale: Accounts receivable $ 2,075 $ 1,420 Accounts receivable - related parties — 30 Prepaid expenses and other current assets 129 27 Total current assets 2,204 1,477 Fixed assets, net 106 96 Goodwill — 1,702 Intangible assets, net 3 36 Total assets $ 2,313 $ 3,311 Carrying amounts of major classes of liabilities held for sale: Accrued personnel costs $ 153 $ 109 Accounts payable and accrued liabilities 1,015 633 Loans payable 26 — Total liabilities $ 1,194 $ 742 |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Fixed AssetsThe following table provides a detailed breakout of fixed assets, by type (in thousands): December 31, 2021 2020 Computer equipment and capitalized software $ 1,055 $ 926 Furniture and fixtures 77 66 Office equipment 46 34 Vehicles 46 11 Leasehold improvements 51 50 Total fixed assets 1,275 1,087 Accumulated depreciation (1,011) (917) Total fixed assets, net $ 264 $ 170 |
Investments in Real Estate Vent
Investments in Real Estate Ventures | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Real Estate Ventures | Investments in Real Estate Ventures The Company's material unconsolidated investments in real estate ventures are recorded on the consolidated balance sheets at fair value. The following table summarizes these investments (in thousands): December 31, Description 2021 2020 Investors X $ 1,484 $ 5,147 The Hartford 1,211 1,160 BLVD 44 2,007 — Total $ 4,702 $ 6,307 Investors X On April 30, 2019, the Company entered into a Master Transfer agreement with CP Real Estate Services, LC (“CPRES”), formerly Comstock Development Services, LC, an entity wholly owned by the Company’s CEO, Christopher Clemente, which entitled the Company to priority distribution of residual cash flow from its Class B membership interest in Comstock Investors X, L.C. ("Investors X"), an unconsolidated variable interest entity that owns the Company's residual homebuilding operations. As of December 31, 2021, the residual cash flow primarily relates to anticipated returns of cash backing outstanding letters of credit and cash collateral posted for land development work performed by subsidiaries owned by Investors X. The cash will be released as bond release work associated with these projects is completed. In addition, a subsidiary of Investors X is undergoing a re-zoning from commercial to residential and the Company will be entitled to 50% of the profit from the anticipated residential lot sales after re-zoning and land development work is completed. Expected future cash flows include contractually fixed revenues and expenses, as well as estimates for future revenues and expenses where contracts do not currently exist. These estimates are based on prior experience as well as comparable, third-party data. See Note 14 for further information. The Hartford In December 2019, the Company partnered with Comstock Partners, LC (“Partners”), an entity that is controlled by our CEO, and wholly-owned by Mr. Clemente and certain family members, to acquire a Class-A office building immediately adjacent to Clarendon Station on Metro’s Orange Line in Arlington County’s premier transit-oriented office market, the Rosslyn-Ballston Corridor. Built in 2003, the 211,000 square foot mixed-use Leadership in Energy and Environmental Design (“LEED”) GOLD building is approximately 76% leased to multiple high-quality tenants. In February 2020, the Company arranged for DivcoWest to purchase a majority ownership stake in the Hartford Building and secured a $87 million loan facility from MetLife. As part of the transaction, the Company entered into asset management and property management agreements to manage the property. Fair value is determined using an income approach and sales comparable approach models. As of December 31, 2021, the Company’s ownership interest in the Hartford was 2.5%. BLVD Forty Four In October 2021, the Company entered into a joint venture with Partners to acquire BLVD Forty Four, a 15-story, luxury high-rise apartment building located one block from the Rockville Metro Station and in the heart of the I-270 Technology and Life Science Corridor in Montgomery County. Built in 2015, the 263-unit mixed use property includes approximately 16,000 square feet of retail and a commercial parking garage. In connection with the transaction, the Company received an acquisition fee and will also receive investment related income and incentive fees in connection with its equity interest in the asset. The Company also provides asset, residential, retail and parking property management services for the property in exchange for market rate fees. The Company considers BLVD Forty Four to be a variable interest entity upon which it exercises significant influence; however, considering key factors such as the Company’s ownership interest and participation in policy-making decisions by majority equity holders, the Company concluded that it does not control the investment. As of December 31, 2021, the Company’s ownership interest in BLVD Forty Four was 5%. The following table below summarizes the activity of the Company’s unconsolidated investments in real estate ventures that are reported at fair value (in thousands): Balance as of December 31, 2019 $ 8,421 Investments — Distributions (1,921) Change in fair value (193) Balance as of December 31, 2020 6,307 Investments 2,058 Distributions (3,522) Change in fair value (141) Balance as of December 31, 2021 $ 4,702 In addition, the Company has a joint venture with Superior Title Services, Inc. ("STS") to provide title insurance to its clients. The Company records this co-investment using the equity method of accounting and adjusts the carrying value of the investment for its proportionate share of net income and distributions. The carrying value of the STS investment is recorded in "other assets" on the Company's consolidated statement of balance sheets. The Company's proportionate share of net income and distributions are recorded in other income (expense) and were $0.1 million and immaterial for the years ended December 31, 2021 and 2020, respectively. The following tables summarize the combined financial information for our unconsolidated investments in real estate ventures accounted for at fair value or under the equity method (in thousands): Year Ended December 31, Combined Statements of Operations: 2021 2020 Revenue $ 17,670 $ 24,009 Operating income (loss) 8,878 8,097 Net income (loss) (316) (737) |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company has operating leases for office space leased in various buildings for its own use and for office equipment. The Company's leases have remaining terms ranging from less than one year to 10 years. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. Lease costs related to the Company's operating leases are reflected in "cost of revenue" in the consolidated statements of operations, as they are a reimbursable cost under the 2019 AMA (see Note 14 for further information). The following table summarizes operating lease costs, by type (in thousands): Year Ended December 31, 2021 2020 Operating lease costs Fixed leases costs $ 895 $ 623 Variable lease costs 318 116 Total operating lease costs $ 1,213 $ 739 The following table presents supplemental cash flow information related to the Company's operating leases (in thousands): Year Ended December 31, 2021 2020 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating lease liabilities $ 569 $ 92 As of December 31, 2021 the Company's operating leases had a weighted-average remaining lease term of 8.83 years and a weighted-average discount rate of 4.25%. The following table summarizes future lease liability payments (in thousands): Year Ending December 31, Operating Leases 2022 $ 917 2023 939 2024 961 2025 984 2026 1,008 Thereafter 4,091 Total future lease payments 8,900 Imputed interest (1,539) Total lease liabilities $ 7,361 The Company does not have any lease liabilities which have not yet commenced as of December 31, 2021. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes all outstanding debt and other financing arrangements (in thousands): December 31, 2021 2020 Current Loans payable $ — $ 5 Non-Current Credit facility - due to affiliates 5,500 5,500 Total debt $ 5,500 $ 5,505 Credit Facility - Due to Affiliates On March 19, 2020, the Company entered into a Revolving Capital Line of Credit Agreement with CP Real Estate Services, LC (“CPRES”), formerly known as Comstock Development Services, LC, pursuant to which the Company secured a $10.0 million capital line of credit (the “Credit Facility”). Under the terms, the Credit Facility provides for an initial variable interest rate of the Wall Street Journal Prime Rate plus 1.00% per annum on advances made under the Credit Facility, payable monthly in arrears. The Credit Facility also allows for interim draws that carry a maturity date of 12 months from the initial date of the disbursement unless a longer initial term is agreed to by CPRES. On March 27, 2020, the Company borrowed $5.5 million under the Credit Facility and signed an unsecured promissory note to repay principal and interest on the $5.5 million borrowed by the April 30, 2023 maturity date. Unsecured Promissory Note - 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 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, with a par value of $0.01 per share and a stated liquidation value of $5.00 per share, issued by the Company to CPRES. The Company exchanged the preferred equity for 91.5% of CPRES membership interest in the CGF promissory note. Concurrently, the face amount of the CGF promissory note was reduced to $5.7 million. The CGF promissory note was repaid in full prior to maturity during the year ended December 31, 2020. CARES Act - Paycheck Protection Plan Loan In response to the COVID-19 pandemic, the Paycheck Protection Program (the “PPP”) was established under the Coronavirus Aid Relief and Economic Security Act ("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. The following table summarizes future maturity payments due on all outstanding debt and financing arrangements (in thousands): Year Ending December 31, Total 2022 $ — 2023 5,500 Total debt $ 5,500 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company leases its headquarters under a non-cancelable operating lease. The lease contains various renewal options. See Note 6 for further information on the Company's operating lease commitments. The Company is subject to litigation from time to time in the ordinary course of business; however, the Company does not expect the results, if any, to have a material adverse impact on its results of operations, financial position or liquidity. The Company records a contingent liability when it is both probable that a liability has been incurred and the amount can be reasonably estimated. The Company expenses legal defense costs as they are incurred. |
Fair Value Disclosures
Fair Value Disclosures | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | Fair Value Disclosures As of December 31, 2021, the carrying amount of cash and cash equivalents, accounts receivable, prepaid and other current assets, accounts payable and accrued liabilities approximated fair value because of the short-term nature of these instruments. As of December 31, 2021, the Company had certain equity method investments in real estate ventures that it elected to record at fair value using significant unobservable inputs (Level 3). For further information on these investments, see Note 5. As of December 31, 2021, based upon unobservable market rates (Level 3), the fair value of the Company’s floating rate debt was estimated to approximate carrying value. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common Stock The Company's certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock, each with a part value of $0.01 per share. Holders of Class A common stock and Class B common stock are entitled to dividends when, as and if, declared by the Company's board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to fifteen votes per share. Shares of our Class B common stock are convertible into an equivalent number of shares of our Class A common stock and generally convert into shares of our Class A common stock upon transfer. As of December 31, 2021, the Company had not declared any dividends. Preferred Stock The Company's certificate of incorporation authorizes the issuance of Series C non-convertible preferred stock with a par value of $0.01 per share and a stated value of $5.00 per share. The Series C Preferred Stock has a discretionary, non-cumulative, dividend feature and is redeemable for $5.00 per share. The Series C Preferred Stock is redeemable by holders in the event of liquidation or change in control of the Company. likelihood of such an unintended “ownership change”, thus preserving the value of these tax benefits Stock-based Compensation On February 12, 2019 the Company approved the 2019 Omnibus Incentive Plan (the “2019 Plan”), which replaced the 2004 Long-Term Compensation Plan (the “2004 Plan”). The 2019 Plan provides for the issuance of stock options, stock appreciation rights ("SARs"), restricted stock, restricted stock units, dividend equivalents, performance awards, and stock or other stock-based awards. The 2019 Plan mandates that all lapsed, forfeited, expired, terminated, cancelled and withheld shares, including those from the predecessor plan, be returned to the 2019 Plan and made available for issuance. The 2019 Plan originally authorized 2.5 million shares of the Company's Class A common stock for issuance. As of December 31, 2021, there were 1.4 million shares of Class A common stock available for issuance under the 2019 Plan. During the years ended December 31, 2021 and 2020, the Company recorded stock-based compensation expense of $0.6 million and $0.7 million, respectively. As of December 31, 2021, there was $0.9 million of total unrecognized stock-based compensation. Restricted Stock Units Restricted stock unit (“RSU”) awards granted to employees are subject to continued employment and generally vest in four annual installments over the four years period following the grant dates. The Company also grants certain RSU awards to management that contain additional vesting conditions tied directly to a defined performance metric for the Company (“PSUs”). The actual number of PSUs that will vest can range from 60% to 120% of the original grant target amount, depending upon actual Company performance below or above the established performance metric targets. The Company estimates performance in relation to the defined targets when calculating the related stock-based compensation expense. The following table summarizes all restricted stock unit activity (in thousands, except per share data): RSUs Weighted-Average Grant Date Fair Value Balance as of December 31, 2020 870 $ 2.06 Granted 176 3.25 Released (184) 2.14 Canceled/Forfeited (15) 2.29 Balance as of December 31, 2021 847 $ 2.28 Stock Options Non-qualified stock options generally expire 10 years after the grant date and, except under certain conditions, the options are subject to continued employment and vest in four annual installments over the four The following table summarizes all stock option activity for the periods presented (in thousands, except per share data and time periods): Options Weighted- Weighted- Aggregate Balance as of December 31, 2020 436 $ 2.81 6.74 $ 424 Granted — — Exercised (24) 2.14 Canceled/Forfeited (15) 1.84 Expired — — Balance as of December 31, 2021 397 $ 2.89 5.7 $ 998 Exercisable as of December 31, 2021 335 $ 3.01 4.4 $ 836 The Company granted no stock options during the years ended December 31, 2021 and 2020. The total grant date fair value of stock options vested and total intrinsic value of stock options exercised for the years ended December 31, 2021 and 2020 were immaterial. Share Repurchase Program |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue All the Company's revenue was for the years ended December 31, 2021 and 2020 was generated in the United States. The following tables summarize the Company’s revenue by line of business, customer type, and contract type (in thousands): Year Ended December 31, 2021 2020 Revenue by Line of Business Asset management $ 22,539 $ 16,057 Property management 6,939 5,410 Parking 1,615 1,020 Total revenue $ 31,093 $ 22,487 Year Ended December 31, 2021 2020 Revenue by Customer Type Related party $ 30,887 $ 22,382 Commercial 206 105 Total revenue $ 31,093 $ 22,487 Year Ended December 31, 2021 2020 Revenue by Contract Type Fixed-price $ 7,626 $ 3,981 Cost-plus 16,729 13,702 Time and material 6,738 4,804 Total revenue $ 31,093 $ 22,487 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table summarizes the components of the provision for (benefit from) income tax (in thousands): Year Ended December 31, 2021 2020 Current: Federal $ — $ — State 104 — Total current taxes 104 — Deferred: Federal 358 (143) State 1,302 (26) Total deferred taxes 1,660 (169) Other: Valuation allowance (12,981) 194 Provision for (benefit from) income taxes $ (11,217) $ 25 The following table presents a reconciliation the statutory federal income tax rate to the Company's effective income tax rate: Year Ended December 31, 2021 2020 Federal statutory rate 21.00 % 21.00 % State income taxes, net of federal benefit 5.17 % 4.93 % Permanent differences (1.08) % (22.16) % Return to provision 0.00 % 0.79 % Change in valuation allowance (266.00) % 8.25 % Change in state tax rate (0.26) % (13.16) % Other 8.55 % 1.50 % Effective tax rate (232.62) % 1.15 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Prior to 2021, the Company had recorded valuation allowances for certain tax attributes and deferred tax assets due the existence of sufficient uncertainty regarding the future realization of those deferred tax assets through future taxable income. In June 2021, based on its recent financial performance and current forecasts of future operating results, the Company determined that it was more likely than not that a portion of the deferred tax assets related to its net operating loss ("NOL") carryforwards would be utilized in future periods. As a result, the Company recorded an $11.3 million income tax benefit in the second quarter of 2021 that represented a partial release of its valuation allowance. If, in the future, the Company believes that it is more likely than not that the rest of the deferred tax benefits will be realized, the full valuation allowance will be reversed. Conversely, if future results of operations are lower than currently forecasted, the Company may need to re-establish a valuation allowance accordingly. The following table summarizes the components of the Company's deferred tax assets and liabilities (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss and tax credit carryforwards $ 34,773 $ 37,899 Stock-based compensation 485 648 Investment in affiliates 1,335 1,192 Right of use lease liability 1,935 2,057 Bonus accrual 917 — Depreciation and amortization — 37 Goodwill amortization 362 — Other — 9 Valuation allowance (26,599) (39,708) Total deferred tax assets 13,208 2,134 Deferred tax liabilities: Right of use lease asset (1,904) (2,052) Depreciation and amortization (4) — Goodwill amortization — (103) Total deferred tax liabilities (1,908) (2,155) Net deferred income tax assets (liabilities) 1 $ 11,300 $ (21) 1 2020 amount is included in accounts payable and accrued liabilities on the consolidated balance sheet As of December 31, 2021, the Company has approximately $139 million of net operating loss (“NOL") carryforwards. These NOLs, if unused, will begin expiring in 2027. Under Code Section 382 (“Section 382”) rules, if a change of ownership is triggered, the Company’s NOL assets and possibly certain other deferred tax assets may be impaired. Given Section 382’s broad definition, an ownership change could be the unintended consequence of otherwise normal market trading in the Company’s stock that is outside of the Company’s control. In an effort to preserve the availability of these NOLs, the Company has adopted a Section 382 rights agreement that is scheduled to expire on March 27, 2025. The Section 382 rights agreement helps to reduce the likelihood of an unintended “ownership change”, thus preserving the value of these future tax benefits. We estimate that as of December 31, 2021, the three |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per ShareThe following table sets forth the calculation of basic and diluted net income per share (in thousands, except per share data): Year Ended December 31, 2021 2020 Numerator: Net income (loss) from continuing operations - Basic and Diluted $ 16,039 $ 2,141 Net income (loss) from discontinued operations - Basic and Diluted (2,430) (59) Denominator: Weighted-average common shares outstanding - Basic 8,213 8,056 Effect of common share equivalents 882 483 Weighted-average common shares outstanding - Diluted 9,095 8,539 Net income (loss) per share: Basic - Continuing operations $ 1.95 $ 0.27 Basic - Discontinued operations (0.29) (0.01) Basic net income (loss) per share $ 1.66 $ 0.26 Diluted - Continuing operations $ 1.76 $ 0.25 Diluted - Discontinued operations (0.26) $ (0.01) Diluted net income (loss) per share $ 1.50 $ 0.24 The following common share equivalents have been excluded from the computation of diluted net income (loss) per share because their effect was anti-dilutive (in thousands): Year Ended December 31, 2021 2020 Restricted stock units — 1 Stock options 40 134 Warrants 64 548 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Lease for Corporate Headquarters On November 1, 2020, the Company relocated its corporate headquarters to a new office space pursuant to a ten 2019 Amended Asset Management Agreement On April 30, 2019, CHCI Asset Management, LC ("CAM") entered into the 2019 Asset Management Agreement ("2019 AMA") with CP Real Estate Services, LC (“CPRES”), formerly Comstock Development Services, LC, which amends and restates in its entirety the prior asset management agreement between the parties with an effective date as of January 1, 2018. Pursuant to the 2019 AMA, CPRES will engage CAM to manage and administer the Anchor Portfolio and the day to-day operations of CPRES and each property-owning subsidiary of CPRES (collectively, the “CPRES Entities”). Pursuant to the 2019 AMA, the Company provides asset management services related to the build out, lease-up and stabilization, and management of the Anchor Portfolio. CPRES pays the Company and its subsidiaries annual fees equal to the greater of either (i) an aggregate amount equal to the sum of (a) an asset management fee equal to 2.5% of revenues generated by properties included in the Anchor Portfolio; (b) a construction management fee equal to 4% of all costs associated with Anchor Portfolio projects in development; (c) a property management fee equal to 1% of the Anchor Portfolio revenues, (d) an acquisition fee equal to up to 0.5% of the purchase price of acquired assets; and (f) a disposition fee equal to 0.5% of the sales price of an asset on disposition; or (ii) an aggregate amount equal to the sum of (x) the employment expenses of personnel dedicated to providing services to the Anchor Portfolio pursuant to the 2019 AMA, (y) the costs and expenses of the Company related to maintaining the public listing of its shares and complying with related regulatory and reporting obligations, and (z) a fixed annual payment of $1.0 million. In addition to the annual payment of the greater of either the Market Rate Fee or the Cost Plus Fee, the Company also is entitled on an annual basis to the following additional fees: (i) an incentive fee equal to 10% of the free cash flow of each of the real estate assets comprising the Anchor Portfolio after calculating a compounding preferred return of 8% on CPRES invested capital (ii) an investment origination fee equal to 1% of raised capital, (iii) a leasing fee equal to $1.00/sf for new leases and $0.50/sf for renewals; and (iv) mutually agreeable loan origination fees related to the Anchor Portfolio. The 2019 AMA is currently scheduled to terminate on December 31, 2027 (“Initial Term”) and will automatically renew for successive additional one Residential, Commercial and Parking Property Management Agreements The Company entered into separate residential property management agreements with properties owned by CPRES Entities under which the Company receives fees to manage and operate the properties including tenant communications, leasing of apartment units, rent collections, building maintenance and day-to-day operations, engagement and supervision of contractors and vendors providing services for the buildings, and budget preparation and oversight. The Company entered into separate commercial property and parking management agreements with several properties owned by CPRES Entities under which the Company receives fees to manage and operate the office and retail portions of the properties, including tenant communications, rent collections, building maintenance and day-to-day operations, engagement and supervision of contractors and vendors providing services for the buildings, and budget preparation and oversight. These property management agreements each have initial terms of one one Construction Management Agreements The Company has construction management agreements with properties owned by CPRES Entities under which the Company receives fees to provide certain construction management and supervision services, including construction supervision and management of the buildout of certain tenant premises. The Company receives a flat construction management fee for each engagement under a work authorization based upon the construction management or supervision fee set forth in the applicable tenant’s lease, which fee is generally 1% to 4% of the total costs (or total hard costs) of construction of the tenant’s improvements in its premises, or as otherwise agreed to by the parties. Business Management Agreements 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 15 quarterly installments of $62,500 each. On July 1, 2019, CAM entered into a Business Management Agreement (the “BC Management Agreement”) with CPRES, whereby CAM provides CPRES with professional management and consultation services, including, without limitation, consultation on land development and real estate transactions, for a residential community located in Monteverde, Florida. The initial term of the BC Management Agreement expired on December 31, 2020, subject to automatic, successive one (1) year extensions, unless sooner terminated in accordance with the terms of the BC Management Agreement. The current term of the BC Management Agreement expires on December 31, 2022. The BC Management Agreement provides that CPRES will pay CAM an annual management fee equal to $337,500, payable in equal monthly installments during the term commencing on July 1, 2019, and will reimburse CAM for certain expenses. The Hartford Investment In December 2019, the Company made an investment related to the purchase of the Hartford, a stabilized commercial office building located at 3101 Wilson Boulevard in the Clarendon area of Arlington County, Virginia. In conjunction with the investment, the Company entered into an operating agreement with Partners to form Comstock 3101 Wilson, LC, to purchase the Hartford. Pursuant to the Operating Agreement, the Company holds a minority membership interest of the Hartford and the remaining membership interests of the Hartford are held by Partners. Partners is the manager of the Hartford. In connection with the transaction, the Company received an acquisition fee 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, 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. In February 2020, the Company, Partners and DWF VI 3101 Wilson Member, LLC (“DWF”), an unaffiliated, third party, equity investor in the Hartford, entered into a limited liability company agreement (the “DWC Operating Agreement”) to form DWC 3101 Wilson Venture, LLC (“DWC”) to, among other things, acquire, own and hold all interests in the Hartford 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. As of December 31, 2021, the Company’s ownership interest in the Hartford was 2.5%. BLVD Forty Four Investment In October 2021, the Company entered into a joint venture with Partners to acquire BLVD Forty Four, a 15-story, luxury high-rise apartment building located one block from the Rockville Metro Station and in the heart of the I-270 Technology and Life Science Corridor in Montgomery County. Built in 2015, the 263-unit mixed use property includes approximately 16,000 square feet of retail and a commercial parking garage. In connection with the transaction, the Company received an acquisition fee and will also receive investment related income and incentive fees in connection with its equity interest in the asset. The Company will also provide asset, residential, retail and parking property management services for the property in exchange for market rate fees. The Company considers BLVD Forty Four to be a variable interest entity upon which it exercises significant influence; however, considering key factors such as the Company’s ownership interest and participation in policy-making decisions by majority equity holders, the Company concluded that it does not control the investment. As of December 31, 2021, the Company’s ownership interest in BLVD Forty Four was 5%. Credit Facility and Unsecured Promissory Note On March 19, 2020, the Company entered into a Revolving Capital Line of Credit Agreement with CPRES, pursuant to which the Company secured a $10.0 million capital line of credit (the “Credit Facility”). Under the terms, the Credit Facility provides for an initial variable interest rate of the WSJ Prime Rate plus 1.00% per annum on advances made under the Credit Facility, payable monthly in arrears. The five Revenues from Related Parties See Note 11 for details surrounding revenue earned from related parties. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit PlansThe Company maintains defined contribution plans covering all full-time employees of the Company who have 90 days of service and are at least 21 years old. An eligible employee may elect to make a before-tax contribution of between 1% and 90% of his or her compensation through payroll deductions, not to exceed the annual limit set by law. The Company currently matches the first 3% of participant contributions limited to 3% of a participant’s gross compensation (maximum Company match is 4%. The combined total expense for this plan was $0.4 million and $0.3 million for the years ended December 31, 2021 and 2020, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Ansel Acquisition On March 21, 2022, the Company made an initial investment of approximately $2.7 million in a newly constructed, 250-unit, 18-story luxury high-rise apartment building located at 33 Monroe Street 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 January 27, 2022 (as amended, the “Agreement”). The Company will begin leasing, managing and rebranding the mixed-use property, which is the sister building to the Company's recently acquired BLVD Forty Four, as "BLVD Ansel". In conjunction with the investment, the Company entered into an operating agreement (the “Ansel Operating Agreement”) with Comstock Partners, LC (“Partners”) to form Comstock 33 Monroe Holding, LC (the “Ansel Holding Company”), as the sole member of Comstock 33 Monroe, LC (the “Ansel Owner”), to purchase BLVD Ansel. Pursuant to the Ansel Operating Agreement, the Company holds a minority membership interest of the Ansel Holding Company (5%). The remaining membership interests of the Ansel Holding Company are held by Partners, an entity that is controlled by Christopher D. Clemente, the Chairman and Chief Executive Officer of the Company. CP Management Services, LC is the manager of the Ansel Holding Company. In addition to investment income and incentive fees related to its investment, CHCI Asset Management, LC, a subsidiary of the Company, received an acquisition fee of $500,000. The Company, or its affiliates, are further entitled to market rate asset management, property management, parking management, construction management and leasing fees for their management of the Property pursuant to separate agreements between the Ansel 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. CES Divestiture |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and include the accounts of the Company and its consolidated subsidiaries. Intercompany balances and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to current period presentation. |
Use of Estimates | Use of EstimatesThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Significant items subject to such estimates, include, but are not limited to, the analysis of goodwill impairment, the valuation of equity method investments, and the valuation of deferred tax assets. Assumptions made in the development of these estimates contemplate the macroeconomic landscape and the Company's anticipated results, however actual results may differ materially from these estimates. |
Fiscal Year | Fiscal Year Comstock uses a fiscal reporting calendar which begins on January 1 and ends on December 31. The fiscal years presented are the years ended December 31, 2021 (“2021”) and December 31, 2020 (“2020”). Each of the Company’s fiscal quarters ends on the last day of the calendar month. |
Segment Information | Segment Information Operating segments are defined as components of a business that can earn revenue and incur expenses for which discrete financial information is evaluated on a regular basis by the chief operating decision maker (“CODM”) in order to decide how to allocate resources and assess performance. |
Cash and Cash Equivalents | Cash and Cash EquivalentsCash and cash equivalents are comprised of cash and short-term investments with maturities of three months or less when purchased. The carrying amount of cash equivalents approximates fair value due to the short-term maturity of these investments. |
Accounts Receivable and Concentrations of Credit Risk | Accounts Receivable Accounts receivables are recorded at the amount invoiced. The Company records an allowance for doubtful accounts on an as-needed basis to reduce the trade accounts receivables balance by the estimated amounts that may become uncollectible in the future. The allowance for doubtful accounts estimate is based on the accounts receivable aging report, historical collection experience, and the payee's general financial condition. The Company does not record an allowance for doubtful accounts on accounts receivable from related parties due to the nature of the receivables and collection history. Concentrations of Credit Risk Financial instruments that subject the Company to concentrations of credit risk are consist primarily of cash, cash equivalents, and accounts receivable from related parties. The Company maintains cash and cash equivalents in financial institutions that management believes to be financially sound and with minimal credit risk. At times the Company's deposits exceed federally insured limits, however management believes that the Company’s credit risk exposure is mitigated by the financial strength of the banking institutions in which the deposits are held. The Company does a significant amount of business with related parties, demonstrated by related parties accounting for 99.3% of its consolidated revenue in 2021. The Company generally does not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of its related party entities. |
Equity Method Investments | Equity Method InvestmentsThe Company invests in certain real estate ventures that qualify for equity method accounting treatment, meaning the Company must adjust its asset carrying value by its proportionate share of earnings, losses, and distributions. However, based on elections made at the investment date, the Company may elect to record certain equity method investments at fair value. With this treatment, assets are recorded at fair value on the consolidated balance sheets and subsequently remeasured at each reporting period. The net change in the fair value of the investments is recorded on the consolidated statements of operations as other income (expense). See Note 5 for further information. |
Fixed Assets | Fixed Assets Fixed assets are carried at cost less accumulated depreciation and are depreciated on a straight-line basis over their estimated useful lives, which are as follows: Asset Class Estimated Useful Life Leasehold improvements Shorter of asset life or related lease term Furniture and fixtures 7 years Office equipment 5 years Vehicles 5 years Computer equipment 3 years Capitalized software 3 years |
Evaluation of Long-Lived Assets | Evaluation of Long-Lived Assets The Company evaluates the recoverability of its long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of the assets may not be recoverable. Recoverability is measured by comparing the carrying amount of the asset to the future undiscounted cash flows the asset is expected to generate. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets On an annual basis as of October 1, and at interim periods when circumstances require, the Company tests the recoverability of any goodwill and intangible assets balances that exist at that time and reviews for indicators of impairment. Examples of such indicators include a significant change in the business climate, increased competition, loss of key personnel, significant or unusual changes in market capitalization, negative or declining cash flows, or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods. |
Fair Value Measurement | Fair Value Measurement The Company applies fair value accounting for all financial assets and liabilities that are reported at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting guidance establishes a defined three-tier hierarchy to classify and disclose the fair value of assets and liabilities on both the date of their initial measurement as well as all subsequent periods. The hierarchy prioritizes the inputs used to measure fair value by the lowest level of input that is available and significant to the fair value measurement. The three levels are described as follows: • Level 1 : Observable inputs. Quoted prices in active markets for identical assets and liabilities; • Level 2 : Observable inputs other than the quoted price. Includes quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets and amounts derived from valuation models where all significant inputs are observable in active markets; and • Level 3 : Unobservable inputs. Includes amounts derived from valuation models where one or more significant inputs are unobservable and require the Company to develop relevant assumptions. The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level of classification as of each reporting period. |
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 a right-of-use ("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. Operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments (e.g. rent) over the lease term beginning at the commencement date. The operating lease assets are adjusted for lease incentives, deferred rent, and initial direct costs, if incurred. The related lease expense is recognized on a straight-line basis over the lease term. The Company's leases generally do not include an implicit rate; therefore, an incremental borrowing rate is used that is based on information available at the lease commencement date in determining the present value of future minimum lease payments. The Company looks to similar credit ratings and bond yields when determining the incremental borrowing rate. For the purposes of recognizing operating lease assets and liabilities, the Company has elected the practical expedient to not recognize an 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. |
Revenue | Revenue The Company’s revenue streams, revenue recognition policies, and cost of revenue details are summarized by the following: Asset Management/Property Management Asset management pricing includes a cost-plus management fee or a market-rate fee form of variable consideration, and the Company earns whichever is higher. Property Management 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. In addition, property management revenue includes reimbursable expenses such as payroll and other employee costs for those performing services at managed properties. Asset and property management services represent a series of distinct daily services rendered over time. The revenue for asset and property management services is presented gross for any services provided by the Company's employees and presented net of third-party reimbursements in instances where the Company does not control third-party services delivered to the client. 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. Capital Markets Compensation for commercial mortgage and structured financing services is received via fees paid upon successful commercial financing from third-party lenders. The earned fees are contingent upon the funding of the loan, which represents the transfer of control for services to the customer. Therefore, the Company's performance obligation is satisfied at the point in time of the funding of the loan, when there is a present right to payment. Leasing Compensation for providing strategic advice and execution for owners, investors, and occupiers is received in the form of a commission. The commission is paid upon signing of the lease by the tenant, therefore the Company's performance obligation is satisfied at the time of the contractual event, where there is a present right to payment. Project & Development Services Fees for project and development services for owners and occupiers of real estate are typically variable and based on a percentage of the total project cost. Project and development services represent a series of performance obligations delivered over time, therefore the Company recognizes revenue over time for these services accordingly. Cost of Revenue Cost of revenue is composed primarily of employment expenses for personnel dedicated to providing services to the Anchor Portfolio as well as the costs and expenses of the Company related to maintaining the public listing of its shares and complying with related regulatory and reporting obligations pursuant to the 2019 Asset Management Agreement ("2019 AMA" - see Note 14 for further details). It also includes payroll and other reimbursable expenses incurred under the Company's various property management agreements. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense for restricted stock units is measured based on the fair value of the Company’s common stock on the grant date. The Company utilizes the Black-Scholes option pricing model to estimate the grant-date fair value of stock option awards. The exercise price of stock option awards is set to equal the quoted closing market price of the underlying common stock at the date of the grant. The following weighted-average assumptions are also used to calculate the estimated fair value of stock option awards: • Expected volatility : The expected volatility of the Company’s shares is estimated using the historical stock price volatility over the most recent period commensurate with the estimated expected term of the awards. • Expected term : The Company determines the expected term by calculating the weighted-average period of time between the grant date and exercise or post-vesting cancellation date of all outstanding stock options. • Dividend yield : The Company has not paid dividends and does not anticipate paying a cash dividend in the foreseeable future and, accordingly, uses an expected dividend yield of zero. • Risk-free interest rate : The Company bases the risk-free interest rate on the implied yield available on a U.S. Treasury note with a term equal to the estimated expected term of the awards. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method in accordance with ASC 740. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on the deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We provide a valuation allowance when we consider it “more likely than not” (greater than 50% probability) that a deferred income tax asset will not be fully recovered. Adjustments to the valuation allowance are a component of the deferred income tax expense or benefit in the Consolidated Statement of Operations. Net Income (Loss) per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per common share is calculated by dividing net income (loss) by the fully diluted weighted-average number of common shares outstanding during the period. The diluted weighted-average common shares outstanding amount includes the impact of common share equivalents, which are the incremental shares of common stock that would be issuable upon the hypothetical exercise of stock options and vesting of restricted stock unit awards. The common stock equivalents are calculated using the treasury stock method and average market prices during the periods, and are included in the diluted net income (loss) per share calculation unless their inclusion would be anti-dilutive. |
Recent Accounting Pronouncements Adopted and Not Yet Adopted | Recent Accounting Pronouncements - Adopted In December 2019, the FASB issued ASU 2019-12, “Income Taxes – Simplifying the Accounting for Income Taxes.” This guidance is intended to simplify the accounting for income taxes by removing certain exceptions, clarifying existing guidance and improving consistent application of the guidance. The Company adopted this standard as of January 1, 2021. The adoption of the standard did not have a material impact on the Company’s financial statements and related disclosures. Recent Accounting Pronouncements - Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments .” This guidance is intended to introduce a revised approach to the recognition and measurement of credit losses, emphasizing an updated model based on current expected credit losses ("CECL") rather than incurred losses. The standard will become effective for the Company for financial statement periods beginning after December 15, 2022, and early adoption is permitted. The Company is currently evaluating the impact this guidance will have on its financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Fixed Assets' Estimated Useful Lives | Fixed assets are carried at cost less accumulated depreciation and are depreciated on a straight-line basis over their estimated useful lives, which are as follows: Asset Class Estimated Useful Life Leasehold improvements Shorter of asset life or related lease term Furniture and fixtures 7 years Office equipment 5 years Vehicles 5 years Computer equipment 3 years Capitalized software 3 years |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Discontinued Operations in Financial Statements | The following table reconciles major line items constituting pretax income (loss) from discontinued operations to net income (loss) from discontinued operations as presented in the consolidated statements of operations (in thousands): Year Ended December 31, 2021 2020 Revenue $ 7,400 $ 6,239 Cost of revenue (5,571) (4,097) Selling, general, and administrative (2,417) (2,077) Depreciation and amortization (60) (152) Other income (expense) (103) 28 Goodwill impairment (1,702) — Pre-tax income (loss) from continuing operations (2,453) (59) Provision for (benefit from) income tax (23) — Net income (loss) from discontinued operations $ (2,430) $ (59) The following table reconciles the carrying amounts of major classes of assets and liabilities of discontinued operations to total assets and liabilities of discontinued operations that were classified as held for sale in the consolidated balance sheets (in thousands): December 31, 2021 2020 Carrying amounts of major classes of assets held for sale: Accounts receivable $ 2,075 $ 1,420 Accounts receivable - related parties — 30 Prepaid expenses and other current assets 129 27 Total current assets 2,204 1,477 Fixed assets, net 106 96 Goodwill — 1,702 Intangible assets, net 3 36 Total assets $ 2,313 $ 3,311 Carrying amounts of major classes of liabilities held for sale: Accrued personnel costs $ 153 $ 109 Accounts payable and accrued liabilities 1,015 633 Loans payable 26 — Total liabilities $ 1,194 $ 742 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Fixed Assets | The following table provides a detailed breakout of fixed assets, by type (in thousands): December 31, 2021 2020 Computer equipment and capitalized software $ 1,055 $ 926 Furniture and fixtures 77 66 Office equipment 46 34 Vehicles 46 11 Leasehold improvements 51 50 Total fixed assets 1,275 1,087 Accumulated depreciation (1,011) (917) Total fixed assets, net $ 264 $ 170 |
Investments in Real Estate Ve_2
Investments in Real Estate Ventures (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments, Group of Investment Consolidated Balance Sheet at Fair Value | The Company's material unconsolidated investments in real estate ventures are recorded on the consolidated balance sheets at fair value. The following table summarizes these investments (in thousands): December 31, Description 2021 2020 Investors X $ 1,484 $ 5,147 The Hartford 1,211 1,160 BLVD 44 2,007 — Total $ 4,702 $ 6,307 |
Schedule of Investments in Real Estate Ventures | The following table below summarizes the activity of the Company’s unconsolidated investments in real estate ventures that are reported at fair value (in thousands): Balance as of December 31, 2019 $ 8,421 Investments — Distributions (1,921) Change in fair value (193) Balance as of December 31, 2020 6,307 Investments 2,058 Distributions (3,522) Change in fair value (141) Balance as of December 31, 2021 $ 4,702 |
Summarized Financial Information for Unconsolidated Joint Venture | The following tables summarize the combined financial information for our unconsolidated investments in real estate ventures accounted for at fair value or under the equity method (in thousands): Year Ended December 31, Combined Statements of Operations: 2021 2020 Revenue $ 17,670 $ 24,009 Operating income (loss) 8,878 8,097 Net income (loss) (316) (737) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Cost and Cash Flow Information | The following table summarizes operating lease costs, by type (in thousands): Year Ended December 31, 2021 2020 Operating lease costs Fixed leases costs $ 895 $ 623 Variable lease costs 318 116 Total operating lease costs $ 1,213 $ 739 The following table presents supplemental cash flow information related to the Company's operating leases (in thousands): Year Ended December 31, 2021 2020 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating lease liabilities $ 569 $ 92 |
Schedule of Maturities of Lease Liabilities | The following table summarizes future lease liability payments (in thousands): Year Ending December 31, Operating Leases 2022 $ 917 2023 939 2024 961 2025 984 2026 1,008 Thereafter 4,091 Total future lease payments 8,900 Imputed interest (1,539) Total lease liabilities $ 7,361 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of All Outstanding Debt and Other Financing Arrangements | The following table summarizes all outstanding debt and other financing arrangements (in thousands): December 31, 2021 2020 Current Loans payable $ — $ 5 Non-Current Credit facility - due to affiliates 5,500 5,500 Total debt $ 5,500 $ 5,505 |
Maturities of Borrowings | The following table summarizes future maturity payments due on all outstanding debt and financing arrangements (in thousands): Year Ending December 31, Total 2022 $ — 2023 5,500 Total debt $ 5,500 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Company's Restricted Share Activity | The following table summarizes all restricted stock unit activity (in thousands, except per share data): RSUs Weighted-Average Grant Date Fair Value Balance as of December 31, 2020 870 $ 2.06 Granted 176 3.25 Released (184) 2.14 Canceled/Forfeited (15) 2.29 Balance as of December 31, 2021 847 $ 2.28 |
Summary Information about Stock Option Activity | The following table summarizes all stock option activity for the periods presented (in thousands, except per share data and time periods): Options Weighted- Weighted- Aggregate Balance as of December 31, 2020 436 $ 2.81 6.74 $ 424 Granted — — Exercised (24) 2.14 Canceled/Forfeited (15) 1.84 Expired — — Balance as of December 31, 2021 397 $ 2.89 5.7 $ 998 Exercisable as of December 31, 2021 335 $ 3.01 4.4 $ 836 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenues from Contracts with Customers Disaggregated by Categories | The following tables summarize the Company’s revenue by line of business, customer type, and contract type (in thousands): Year Ended December 31, 2021 2020 Revenue by Line of Business Asset management $ 22,539 $ 16,057 Property management 6,939 5,410 Parking 1,615 1,020 Total revenue $ 31,093 $ 22,487 Year Ended December 31, 2021 2020 Revenue by Customer Type Related party $ 30,887 $ 22,382 Commercial 206 105 Total revenue $ 31,093 $ 22,487 Year Ended December 31, 2021 2020 Revenue by Contract Type Fixed-price $ 7,626 $ 3,981 Cost-plus 16,729 13,702 Time and material 6,738 4,804 Total revenue $ 31,093 $ 22,487 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision for Continuing Operations | The following table summarizes the components of the provision for (benefit from) income tax (in thousands): Year Ended December 31, 2021 2020 Current: Federal $ — $ — State 104 — Total current taxes 104 — Deferred: Federal 358 (143) State 1,302 (26) Total deferred taxes 1,660 (169) Other: Valuation allowance (12,981) 194 Provision for (benefit from) income taxes $ (11,217) $ 25 |
Reconciliation of Statutory Federal Income Tax Rate | The following table presents a reconciliation the statutory federal income tax rate to the Company's effective income tax rate: Year Ended December 31, 2021 2020 Federal statutory rate 21.00 % 21.00 % State income taxes, net of federal benefit 5.17 % 4.93 % Permanent differences (1.08) % (22.16) % Return to provision 0.00 % 0.79 % Change in valuation allowance (266.00) % 8.25 % Change in state tax rate (0.26) % (13.16) % Other 8.55 % 1.50 % Effective tax rate (232.62) % 1.15 % |
Components of Deferred Tax Assets and Liabilities | The following table summarizes the components of the Company's deferred tax assets and liabilities (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss and tax credit carryforwards $ 34,773 $ 37,899 Stock-based compensation 485 648 Investment in affiliates 1,335 1,192 Right of use lease liability 1,935 2,057 Bonus accrual 917 — Depreciation and amortization — 37 Goodwill amortization 362 — Other — 9 Valuation allowance (26,599) (39,708) Total deferred tax assets 13,208 2,134 Deferred tax liabilities: Right of use lease asset (1,904) (2,052) Depreciation and amortization (4) — Goodwill amortization — (103) Total deferred tax liabilities (1,908) (2,155) Net deferred income tax assets (liabilities) 1 $ 11,300 $ (21) 1 2020 amount is included in accounts payable and accrued liabilities on the consolidated balance sheet |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2021 2020 Numerator: Net income (loss) from continuing operations - Basic and Diluted $ 16,039 $ 2,141 Net income (loss) from discontinued operations - Basic and Diluted (2,430) (59) Denominator: Weighted-average common shares outstanding - Basic 8,213 8,056 Effect of common share equivalents 882 483 Weighted-average common shares outstanding - Diluted 9,095 8,539 Net income (loss) per share: Basic - Continuing operations $ 1.95 $ 0.27 Basic - Discontinued operations (0.29) (0.01) Basic net income (loss) per share $ 1.66 $ 0.26 Diluted - Continuing operations $ 1.76 $ 0.25 Diluted - Discontinued operations (0.26) $ (0.01) Diluted net income (loss) per share $ 1.50 $ 0.24 |
Summary of Shares Equivalents Excluded from Dilutive Share Computation | The following common share equivalents have been excluded from the computation of diluted net income (loss) per share because their effect was anti-dilutive (in thousands): Year Ended December 31, 2021 2020 Restricted stock units — 1 Stock options 40 134 Warrants 64 548 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Detail) - segment | Jun. 16, 2021 | Dec. 31, 2021 |
Summary Of Significant Accounting Policies [Line Items] | ||
Number of operating segments | 2 | 1 |
Revenue Benchmark | Business Concentration Risk | Related Parties | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Concentration risk, percentage | 99.30% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Fixed Assets are Carried at Cost Less Accumulated Depreciation (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Fixed assets, useful life | 7 years |
Office equipment | |
Property, Plant and Equipment [Line Items] | |
Fixed assets, useful life | 5 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Fixed assets, useful life | 5 years |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Fixed assets, useful life | 3 years |
Capitalized software | |
Property, Plant and Equipment [Line Items] | |
Fixed assets, useful life | 3 years |
Discontinued Operations - Summa
Discontinued Operations - Summary of Operating Results of Discontinued Operations Reflected on Consolidated Statement of Operations (Details) - Discontinued Operations, Held-for-sale - CES - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disposal Group Including Discontinued Operation Revenue [Abstract] | ||
Revenue | $ 7,400 | $ 6,239 |
Cost of revenue | (5,571) | (4,097) |
Selling, general, and administrative | (2,417) | (2,077) |
Depreciation and amortization | (60) | (152) |
Other income (expense) | (103) | 28 |
Goodwill impairment | (1,702) | 0 |
Pre-tax income (loss) from continuing operations | (2,453) | (59) |
Provision for (benefit from) income tax | (23) | 0 |
Net income (loss) from discontinued operations | $ (2,430) | $ (59) |
Discontinued Operations - Sum_2
Discontinued Operations - Summary of Assets and Liabilities from Discontinued Operations (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable | $ 46 | $ 62 |
Prepaid expenses and other current assets | 197 | 186 |
Total current assets | 20,076 | 12,325 |
Fixed assets, net | 264 | 170 |
Total assets | 43,602 | 28,579 |
Accounts payable and accrued liabilities | 783 | 854 |
Total liabilities | 18,306 | 17,364 |
Discontinued Operations, Held-for-sale | CES | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable | 2,075 | 1,420 |
Accounts receivable - related parties | 0 | 30 |
Prepaid expenses and other current assets | 129 | 27 |
Total current assets | 2,204 | 1,477 |
Fixed assets, net | 106 | 96 |
Goodwill | 0 | 1,702 |
Intangible assets, net | 3 | 36 |
Total assets | 2,313 | 3,311 |
Accrued personnel costs | 153 | 109 |
Accounts payable and accrued liabilities | 1,015 | 633 |
Loans payable | 26 | 0 |
Total liabilities | $ 1,194 | $ 742 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Impairments of goodwill recognized | $ 0.3 | $ 1.4 |
Cumulative impairments of goodwill recognized | $ 1.7 |
Fixed Assets - Fixed Assets are
Fixed Assets - Fixed Assets are Carried at Cost Less Accumulated Depreciation (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Fixed assets, Gross | $ 1,275 | $ 1,087 |
Accumulated depreciation | (1,011) | (917) |
Fixed assets, Net | 264 | 170 |
Computer equipment and capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, Gross | 1,055 | 926 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, Gross | 77 | 66 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, Gross | 46 | 34 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, Gross | 46 | 11 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, Gross | $ 51 | $ 50 |
Fixed Assets - Additional Infor
Fixed Assets - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 0.1 | $ 0.1 |
Investments in Real Estate Ve_3
Investments in Real Estate Ventures - Schedule of Equity Method Investments, Group of Investment Consolidated Balance Sheet at Fair Value (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | ||
Investments in real estate ventures | $ 4,702 | $ 6,307 |
Investors X | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in real estate ventures | 1,484 | 5,147 |
The Hartford | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in real estate ventures | 1,211 | 1,160 |
BLVD 44 | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in real estate ventures | $ 2,007 | $ 0 |
Investments in Real Estate Ve_4
Investments in Real Estate Ventures - Narrative (Detail) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2021unitft² | Dec. 31, 2021USD ($) | Dec. 31, 2019ft² | Feb. 29, 2020USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||
Proceed from sale of investment, percentage of profit | 50.00% | |||
Proportionate share of net income and distributions, amount | $ | $ 0.1 | |||
The Hartford | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of square foot | ft² | 211,000 | |||
Percentage of lease to tenants | 76.00% | |||
Maximum borrowing capacity | $ | $ 87 | |||
BLVD Forty Four | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of square foot | ft² | 16,000 | |||
Number of units in property | unit | 263 |
Investments in Real Estate Ve_5
Investments in Real Estate Ventures - Schedule of Investments in Real Estate Ventures (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Method Investment and Joint Venture, Fair Value Change [Roll Forward] | ||
Fair value investments, beginning balance | $ 6,307 | |
Distributions | 0 | $ (103) |
Change in fair value | 14 | 160 |
Fair value investments, ending balance | 4,702 | 6,307 |
Level 3 | ||
Equity Method Investment and Joint Venture, Fair Value Change [Roll Forward] | ||
Fair value investments, beginning balance | 6,307 | 8,421 |
Investments | 2,058 | 0 |
Distributions | (3,522) | (1,921) |
Change in fair value | (141) | (193) |
Fair value investments, ending balance | $ 4,702 | $ 6,307 |
Investments in Real Estate Ve_6
Investments in Real Estate Ventures - Summarized Financial Information for Unconsolidated Joint Venture (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||
Operating income (loss) | $ 5,065 | $ 2,654 |
Net income (loss) | 13,609 | 2,082 |
Level 3 | ||
Schedule of Equity Method Investments [Line Items] | ||
Revenue | 17,670 | 24,009 |
Operating income (loss) | 8,878 | 8,097 |
Net income (loss) | $ (316) | $ (737) |
Leases - Additional Information
Leases - Additional Information (Detail) | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | |
Operating lease remaining lease term | 8 years 9 months 29 days |
Operating lease, weighted average discount rate, percent | 4.25% |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, remaining lease term | 10 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost and Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating lease costs | ||
Fixed leases costs | $ 895 | $ 623 |
Variable lease costs | 318 | 116 |
Total operating lease costs | $ 1,213 | $ 739 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in measurement of lease liabilities: | ||
Operating cash flows from operating lease liabilities | $ 569 | $ 92 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of lease liabilities (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 917 |
2023 | 939 |
2024 | 961 |
2025 | 984 |
2026 | 1,008 |
Thereafter | 4,091 |
Total future lease payments | 8,900 |
Imputed interest | (1,539) |
Total lease liabilities | $ 7,361 |
Debt - Summary of All Outstandi
Debt - Summary of All Outstanding Debt and Other Financing Arrangements (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Loans payable | $ 0 | $ 5 |
Credit facility - due to affiliates | 5,500 | 5,500 |
Total debt | $ 5,500 | $ 5,505 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Mar. 19, 2020 | May 23, 2018 | Oct. 17, 2014 | Apr. 30, 2020 | Mar. 27, 2020 | Dec. 18, 2014 |
Comstock Growth Fund | Notes Payable, Other Payables | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 20,000 | $ 25,000 | ||||
Debt instrument, initial principal amount | $ 10,000 | |||||
Debt instrument, term | 3 years | |||||
Credit Facility | WSJ Prime Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument spread variable rate | 1.00% | |||||
Membership Exchange Agreement | Comstock Growth Fund | Notes Payable, Other Payables | ||||||
Line of Credit Facility [Line Items] | ||||||
Credit facility outstanding | $ 7,700 | |||||
Percentage of membership interest | 91.50% | |||||
Debt instrument reduction | $ 5,700 | |||||
Membership Exchange Agreement | Comstock Growth Fund | Notes Payable, Other Payables | 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 | |||||
Preferred stock liquidation value (in dollars per share) | $ 5 | |||||
Paycheck Protection Program, CARES Act | ||||||
Line of Credit Facility [Line Items] | ||||||
Proceeds from issuance of debt | $ 1,950 | |||||
Secured Financing | Credit Facility | CDS | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 10,000 | |||||
Debt instrument maturity date from initial date | 12 months | |||||
Capital line of credit drawn | $ 5,500 |
Debt - Maturities of Borrowings
Debt - Maturities of Borrowings (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 0 |
2023 | 5,500 |
Total debt | $ 5,500 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021USD ($)installmentvote$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Feb. 12, 2019shares | Nov. 30, 2014shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ | $ 633 | $ 701 | ||
Unrecognized compensation cost related to nonvested stock issuances | $ | $ 900 | |||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of annual installments | installment | 4 | |||
Vesting period | 4 years | |||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of annual installments | installment | 4 | |||
Vesting period | 4 years | |||
Omnibus incentive plan stock option expiration period | 10 years | |||
Minimum | Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, award vesting range, percentage | 60.00% | |||
Maximum | Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, award vesting range, percentage | 120.00% | |||
Common Class B | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Common Stock, number of votes per share | vote | 15 | |||
Common stock, shares issued (in shares) | 220 | 220 | ||
Common Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Common Stock, number of votes per share | vote | 1 | |||
Common stock, shares issued (in shares) | 8,102 | 7,953 | ||
Common Class A | November 2014 New Share Repurchase Program | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Remaining common stock available for repurchase under share repurchase program (in shares) | 404 | 404 | ||
Common Class A | Maximum | November 2014 New Share Repurchase Program | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
New share repurchase program, shares authorized to repurchase (in shares) | 429 | |||
Common Class A | 2019 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 2,500 | |||
Common stock, shares issued (in shares) | 1,400 | |||
Series C Preferred Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Preferred stock, redemption price (in dollars per share) | $ / shares | $ 5 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Company's Restricted Share Activity (Detail) - Restricted stock units shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Restricted shares, beginning balance (in shares) | shares | 870 |
Restricted shares, granted (in shares) | shares | 176 |
Restricted shares, released (in shares) | shares | (184) |
Restricted shares, canceled/forfeited (in shares) | shares | (15) |
Restricted shares, ending balance (in shares) | shares | 847 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted average grant date fair value, beginning balance (in dollars per share) | $ / shares | $ 2.06 |
Weighted average grant date fair value, granted (in dollars per share) | $ / shares | 3.25 |
Weighted average grant date fair value, released (in dollars per share) | $ / shares | 2.14 |
Weighted average grant date fair value, canceled/forfeited (in dollars per share) | $ / shares | 2.29 |
Weighted average grant date fair value, ending balance (in dollars per share) | $ / shares | $ 2.28 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary Information about Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Roll Forward] | ||
Beginning balance (in shares) | 436 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (24) | |
Canceled/forfeited (in shares) | (15) | |
Expired (in shares) | 0 | |
Ending balance (in shares) | 397 | 436 |
Exercisable (in shares) | 335 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted average exercise price, beginning balance (in dollars per share) | $ 2.81 | |
Weighted average exercise price, granted (in dollars per share) | 0 | |
Weighted average exercise price, exercised (in dollars per share) | 2.14 | |
Weighted average exercise price, canceled/forfeited (in dollars per share) | 1.84 | |
Weighted average exercise price, expired (in dollars per share) | 0 | |
Weighted average exercise price, ending balance (in dollars per share) | 2.89 | $ 2.81 |
Weighted average exercise price, exercisable (in dollars per share) | $ 3.01 | |
Weighted-average remaining contractual term, outstanding | 5 years 8 months 12 days | 6 years 8 months 26 days |
Weighted-average remaining contractual term, exercisable | 4 years 4 months 24 days | |
Aggregate intrinsic value outstanding | $ 998 | $ 424 |
Aggregate intrinsic value exercisable | $ 836 |
Revenue - Summary of Revenues f
Revenue - Summary of Revenues from Contracts with Customers Disaggregated by Categories (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 31,093 | $ 22,487 |
Fixed-price | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 7,626 | 3,981 |
Cost-plus | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 16,729 | 13,702 |
Time and material | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 6,738 | 4,804 |
Related party | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 30,887 | 22,382 |
Commercial | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 206 | 105 |
Asset management | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 22,539 | 16,057 |
Property management | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 6,939 | 5,410 |
Parking | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 1,615 | $ 1,020 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision for Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 104 | 0 |
Total current taxes | 104 | 0 |
Deferred: | ||
Federal | 358 | (143) |
State | 1,302 | (26) |
Total deferred taxes | 1,660 | (169) |
Valuation allowance | (12,981) | 194 |
Provision for (benefit from) income taxes | $ (11,217) | $ 25 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit from continuing operations | $ 11,300 | $ 11,217 | $ (25) |
Net operating losses | $ 139,000 | ||
Specified time period for ownership change | 3 years |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Components of Deferred Tax Assets [Abstract] | ||
Net operating loss and tax credit carryforwards | $ 34,773 | $ 37,899 |
Stock-based compensation | 485 | 648 |
Investment in affiliates | 1,335 | 1,192 |
Right of use lease liability | 1,935 | 2,057 |
Bonus accrual | 917 | 0 |
Depreciation and amortization | 0 | 37 |
Goodwill amortization | 362 | 0 |
Other | 0 | 9 |
Valuation allowance | (26,599) | (39,708) |
Total deferred tax assets | 13,208 | 2,134 |
Components of Deferred Tax Liabilities [Abstract] | ||
Right of use lease asset | (1,904) | (2,052) |
Depreciation and amortization | (4) | 0 |
Goodwill amortization | 0 | (103) |
Total deferred tax liabilities | (1,908) | (2,155) |
Deferred Income Tax Assets, Net | $ 11,300 | 0 |
Deferred Tax Liabilities, Net | $ (21) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21.00% | 21.00% |
State income taxes, net of federal benefit | 5.17% | 4.93% |
Permanent differences | (1.08%) | (22.16%) |
Return to provision | 0.00% | 0.79% |
Change in valuation allowance | (266.00%) | 8.25% |
Change in state tax rate | (0.26%) | (13.16%) |
Other | 8.55% | 1.50% |
Effective tax rate | (232.62%) | 1.15% |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Summary of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net income (loss) from continuing operations - Basic and Diluted | $ 16,039 | $ 2,141 |
Net income (loss) from discontinued operations - Basic and Diluted | $ (2,430) | $ (59) |
Denominator: | ||
Basic weighted average shares outstanding (in shares) | 8,213 | 8,056 |
Effect of common share equivalents (in shares) | 882 | 483 |
Diluted weighted average shares outstanding (in shares) | 9,095 | 8,539 |
Net income (loss) per share: | ||
Basic - continuing operations (in dollars per share) | $ 1.95 | $ 0.27 |
Basic - discontinued operations (in dollars per share) | (0.29) | (0.01) |
Basic net income per share (in dollars per share) | 1.66 | 0.26 |
Diluted - continuing operations (in dollars per share) | 1.76 | 0.25 |
Diluted - discontinued operations (in dollars per share) | (0.26) | (0.01) |
Diluted net income per share (in dollars per share) | $ 1.50 | $ 0.24 |
Net Income (Loss) Per Share -_2
Net Income (Loss) Per Share - Summary of Shares Equivalents Excluded from Continued Operations Dilutive Share Computation (Detail) - Continued Operations - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from diluted share computation (in shares) | 0 | 1 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from diluted share computation (in shares) | 40 | 134 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from diluted share computation (in shares) | 64 | 548 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Mar. 19, 2020USD ($) | Apr. 30, 2019USD ($)installment$ / ft² | Jan. 01, 2019 | Oct. 31, 2021unitft² | Dec. 31, 2021 | Nov. 01, 2020 | Mar. 27, 2020USD ($) | Feb. 07, 2020 | Jul. 01, 2019USD ($) |
BLVD Forty Four | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of units in property | unit | 263 | ||||||||
Number of square foot | ft² | 16,000 | ||||||||
Credit Facility | WSJ Prime Rate | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument spread variable rate | 1.00% | ||||||||
Business Management Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expiration period | 1 year | ||||||||
Management fee payable | $ 337,500 | ||||||||
Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Operating lease term of contract | 10 years | ||||||||
Affiliated Entity | D W C Operating Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of membership interest owned by company and partners | 100.00% | ||||||||
Affiliated Entity | Hartford Investment | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ownership percentage | 2.50% | ||||||||
Affiliated Entity | CDS | Credit Facility | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument, term | 5 years | ||||||||
Debt instrument maturity date from initial date | 12 months | ||||||||
Affiliated Entity | CDS | Credit Facility | WSJ Prime Rate | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument spread variable rate | 1.00% | ||||||||
Affiliated Entity | CDS | Secured Financing | Credit Facility | |||||||||
Related Party Transaction [Line Items] | |||||||||
Maximum borrowing capacity | $ 10,000,000 | ||||||||
Capital line of credit drawn | $ 5,500,000 | ||||||||
Affiliated Entity | BLVD Forty Four | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ownership percentage | 5.00% | ||||||||
CDS | Secured Financing | Credit Facility | |||||||||
Related Party Transaction [Line Items] | |||||||||
Maximum borrowing capacity | $ 10,000,000 | ||||||||
Debt instrument maturity date from initial date | 12 months | ||||||||
Capital line of credit drawn | $ 5,500,000 | ||||||||
CDS | Two Thousand Nineteen Amended And Restated Asset Management Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Fixed annual payment | $ 1,000,000 | ||||||||
Agreement additional extension term | 1 year | ||||||||
Agreement notice period required for non-renewal | 180 days | ||||||||
Agreement notice period after effective date for termination | 24 months | ||||||||
Comstock Asset Management, L.C. | Two Thousand Nineteen Amended And Restated Asset Management Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Cumulative, compounded, preferred return rate | 8.00% | ||||||||
Leasing fee per square foot for new leases | $ / ft² | 1 | ||||||||
Leasing fee per square foot for renewal leases | $ / ft² | 0.50 | ||||||||
Comstock Investors X | Business Management Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Aggregate fee payable | $ 937,500 | ||||||||
Number of installments of fee payment | installment | 15 | ||||||||
Fee payable in installments | $ 62,500 | ||||||||
Asset Management Fee | CDS | Two Thousand Nineteen Amended And Restated Asset Management Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of CRE portfolio revenues | 2.50% | ||||||||
Construction Management Fee | CDS | Two Thousand Nineteen Amended And Restated Asset Management Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of all costs associated with portfolio projects in development | 4.00% | ||||||||
Property Management Fee | CDS | Two Thousand Nineteen Amended And Restated Asset Management Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of CRE portfolio revenues | 1.00% | ||||||||
Acquisition Fee | CDS | Two Thousand Nineteen Amended And Restated Asset Management Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Maximum percentage of purchase price of an acquired asset | 0.50% | ||||||||
Disposition Fee | CDS | Two Thousand Nineteen Amended And Restated Asset Management Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage sales price of an asset on disposition | 0.50% | ||||||||
Incentive Fee | Comstock Asset Management, L.C. | Two Thousand Nineteen Amended And Restated Asset Management Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of free cash flow from real estate assets | 10.00% | ||||||||
Investment Origination Fee | Comstock Asset Management, L.C. | Two Thousand Nineteen Amended And Restated Asset Management Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of raised capital | 1.00% | ||||||||
Residential Property Management Agreements | CDS | |||||||||
Related Party Transaction [Line Items] | |||||||||
Property management agreements initial term | 1 year | ||||||||
Property management agreements renewal term | 1 year | ||||||||
Construction Management Agreement | CDS | Minimum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of construction management fee | 1.00% | ||||||||
Construction Management Agreement | CDS | Maximum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of construction management fee | 4.00% |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined contribution plan, employer matching contribution, percent of match | 3.00% | |
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 3.00% | |
Defined contribution plan, cost | $ 0.4 | $ 0.3 |
Minimum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined contribution plan, employers matching contribution, annual vesting percentage | 1.00% | |
Maximum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined contribution plan, employers matching contribution, annual vesting percentage | 90.00% | |
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 4.00% |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Mar. 30, 2022USD ($) | Mar. 21, 2022USD ($)unit | Feb. 07, 2020 |
Hartford Investment | Affiliated Entity | |||
Subsequent Event [Line Items] | |||
Ownership percentage | 2.50% | ||
Subsequent Events | Disposal Group, Disposed of by Sale, Not Discontinued Operations | CES | |||
Subsequent Event [Line Items] | |||
Disposal group, including discontinued operation, consideration | $ 1.4 | ||
Proceeds from divestiture of businesses | 1 | ||
Escrow deposit from divestiture of business | $ 0.4 | ||
Subsequent Events | Ansel Holding Company | Affiliated Entity | |||
Subsequent Event [Line Items] | |||
Ownership percentage | 5.00% | ||
Subsequent Events | Ansel at Rockville Town Center | |||
Subsequent Event [Line Items] | |||
Initial investments | $ 2.7 | ||
Number of units in property | unit | 250 | ||
Subsequent Events | CHCI Asset Management, LC | |||
Subsequent Event [Line Items] | |||
Acquisition fee received | $ 0.5 |