1 unchanged sentence
COMSTOCK HOLDING COMPANIES, INC.
−Removed: CONSOLIDATED BALANCE SHEETS
+Added: CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
2 unchanged sentences
Cash and cash equivalents $ 10,205 $ 7,032
−Removed: Trade receivables, net 1,437 1,482
+Added: Trade receivables 26 62
Trade receivables - related parties 3,038 3,568
−Removed: Prepaid and other assets, net 327 242
+Added: Prepaid and other assets 265 215
+Added: Current assets held for sale 4,100 1,477
Total current assets 17,634 12,354
+Added: Deferred income taxes, net 11,310 —
Equity method investments at fair value 3,652 6,307
Fixed assets, net 188 170
−Removed: Goodwill 1,702 1,702
Operating lease right-of-use assets 7,582 7,914
−Removed: Intangible assets, net 19 36
+Added: Long term assets held for sale — 1,834
TOTAL ASSETS $ 40,366 $ 28,579
2 unchanged sentences
Accrued personnel costs $ 1,572 $ 2,333
−Removed: Accounts payable 692 523
−Removed: Accrued liabilities 1,221 964
+Added: Accounts payable and accrued liabilities 664 854
Short term operating lease liabilities 592 569
Short term notes payable 48 5
+Added: Current liabilities held for sale 2,147 742
Total current liabilities 5,023 4,503
2 unchanged sentences
TOTAL LIABILITIES $ 17,582 $ 17,364
−Removed: Commitments and contingencies
+Added: Commitments and contingencies (Note 9)
STOCKHOLDERS’ EQUITY
−Removed: Series C preferred stock $ 0.01 par value, 20,000,000 shares authorized, 3,440,690 issued and outstanding and liquidation preference of $ 17,203 at March 31, 2021 and December 31, 2020
+Added: Series C preferred stock $ 0.01 par value, 20,000,000 shares authorized, 3,440,690 issued and outstanding and liquidation preference of $ 17,203 at June 30, 2021 and December 31, 2020
$ 6,765 $ 6,765
−Removed: Class A common stock, $ 0.01 par value, 59,779,750 shares authorized, 8,057,989 and 7,953,729 issued, and 7,972,419 and 7,868,159 outstanding at March 31, 2021 and December 31, 2020, respectively
−Removed: Class B common stock, $ 0.01 par value, 220,250 shares authorized, issued and outstanding at March 31, 2021 and December 31, 2020
+Added: Class A common stock, $ 0.01 par value, 59,779,750 shares authorized, 8,093,778 and 7,953,729 issued, and 8,008,208 and 7,868,159 outstanding at June 30, 2021 and December 31, 2020, respectively
+Added: Class B common stock, $ 0.01 par value, 220,250 shares authorized, issued and outstanding at June 30, 2021 and December 31, 2020
Additional paid-in capital 200,262 200,147
2 unchanged sentences
Accumulated deficit ( 181,664 ) ( 193,116 )
−Removed: TOTAL COMSTOCK HOLDING COMPANIES, INC.
−Removed: EQUITY $ 11,458 $ 11,215
+Added: TOTAL STOCKHOLDERS' EQUITY $ 22,784 $ 11,215
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 40,366 $ 28,579
−Removed: The accompanying notes are an integral part of these consolidated financial statements.
+Added: The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
COMSTOCK HOLDING COMPANIES, INC.
−Removed: CONSOLIDATED STATEMENTS OF OPERATIONS
+Added: CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
−Removed: Three Months Ended March 31,
−Removed: Asset management $ 6,840 $ 5,435
−Removed: Real estate services 1,477 1,531
−Removed: Total revenue 8,317 6,966
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2021 2020 2021 2020
+Added: Revenues $ 6,324 $ 4,505 $ 13,164 $ 9,939
Operating expenses
−Removed: Direct costs - asset management 6,078 4,632
−Removed: Direct costs - real estate services 1,087 1,216
+Added: Direct costs 5,502 3,213 11,580 7,849
General and administrative 322 390 631 707
2 unchanged sentences
Interest expense ( 58 ) ( 77 ) ( 116 ) ( 226 )
−Removed: Other (loss) income, net ( 11 ) 9
−Removed: Income before income tax expense 231 36
−Removed: Income tax expense ( 2 ) ( 1 )
−Removed: Gain (loss) on equity method investments carried at fair value 18 ( 47 )
−Removed: Net income (loss) $ 247 $ ( 12 )
+Added: Other income, net 29 28 18 25
+Added: Income from continuing operations before income tax 463 852 837 1,181
+Added: Income tax benefit (expense) 11,316 ( 13 ) 11,314 ( 14 )
+Added: Loss on equity method investments carried at fair value ( 131 ) ( 41 ) ( 112 ) ( 88 )
+Added: Income from continuing operations 11,648 798 12,039 1,079
+Added: Income (loss) from discontinued operations, net of taxes ( 443 ) 382 ( 587 ) 89
+Added: Net income $ 11,205 $ 1,180 $ 11,452 $ 1,168
Income (loss) per share
−Removed: Basic net income (loss) per share $ 0.03 $ —
−Removed: Diluted net income (loss) per share $ 0.03 $ —
+Added: Continuing operations $ 1.42 $ 0.10 $ 1.47 $ 0.13
+Added: Discontinued operations $ ( 0.05 ) $ 0.05 $ ( 0.07 ) $ 0.01
+Added: Income (loss) per share
+Added: Continuing operations $ 1.29 $ 0.10 $ 1.34 $ 0.13
+Added: Discontinued operations $ ( 0.05 ) $ 0.05 $ ( 0.07 ) $ 0.01
Basic weighted average shares outstanding 8,215 8,056 8,191 8,003
Diluted weighted average shares outstanding 9,061 8,348 9,014 8,294
−Removed: The accompanying notes are an integral part of these consolidated financial statements.
+Added: The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
COMSTOCK HOLDING COMPANIES, INC.
−Removed: CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
+Added: CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands)
6 unchanged sentences
Balance at March 31, 2021 3,441 $ 6,765 8,058 $ 81 220 $ 2 $ 200,141 $ ( 2,662 ) $ ( 192,869 ) $ 11,458
+Added: Stock compensation and issuances — — 51 1 — — 180 — — 181
+Added: Accrued liability settled through issuance of stock — — 1 — — — 7 — — 7
+Added: Shares withheld related to net share settlement of restricted stock awards — — ( 16 ) (1) — — ( 66 ) — — ( 67 )
+Added: Net income — — — — — — — — 11,205 11,205
+Added: Balance at June 30, 2021 3,441 $ 6,765 8,094 $ 81 220 $ 2 $ 200,262 $ ( 2,662 ) $ ( 181,664 ) $ 22,784
+Added: COMSTOCK HOLDING COMPANIES, INC.
+Added: CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
+Added: (in thousands)
Preferred Stock
5 unchanged sentences
Balance at March 31, 2020 3,441 $ 6,765 7,897 $ 79 220 $ 2 $ 199,573 $ ( 2,662 ) $ ( 195,210 ) $ 8,547
−Removed: The accompanying notes are an integral part of these consolidated financial statements.
+Added: Stock compensation and issuances — — 52 — — — 204 — — 204
+Added: Accrued liability settled through issuance of stock — — 9 — — — 20 — — 20
+Added: Shares withheld related to net share settlement of restricted stock awards — — ( 16 ) — — — ( 30 ) — — ( 30 )
+Added: Net income — — — — — — — — 1,180 1,180
+Added: Balance at June 30, 2020 3,441 $ 6,765 7,942 $ 79 220 $ 2 $ 199,767 $ ( 2,662 ) $ ( 194,030 ) $ 9,921
+Added: The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
COMSTOCK HOLDING COMPANIES, INC.
−Removed: CONSOLIDATED STATEMENTS OF CASH FLOWS
+Added: CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
−Removed: Three Months Ended March 31,
−Removed: Cash flows from operating activities:
−Removed: Net income (loss) $ 247 $ ( 12 )
−Removed: Adjustment to reconcile net income (loss) to net cash used in operating activities
−Removed: Amortization of loan discount, loan commitment and deferred financing fees — 24
+Added: Six Months Ended June 30,
+Added: Cash flows from operating activities attributable to continuing operations:
+Added: Net income $ 12,039 $ 1,079
+Added: Adjustment to reconcile net income to net cash used in operating activities
Amortization and depreciation expense 42 61
−Removed: Amortization of right-of-use asset 165 —
Earnings from unconsolidated joint venture, net of distributions 12 93
1 unchanged sentence
Change in fair value of equity method investment 112 88
+Added: Deferred income taxes, net ( 11,310 ) —
Changes in operating assets and liabilities:
1 unchanged sentence
Trade receivables 36 21
−Removed: Accrued personnel costs ( 1,481 ) ( 2,458 )
Prepaid and other assets ( 63 ) ( 164 )
−Removed: Accrued liabilities 264 478
−Removed: Accounts payable 169 ( 845 )
+Added: Accrued personnel costs ( 759 ) ( 2,087 )
+Added: Accounts payable and accrued liabilities ( 174 ) 408
Lease liabilities 51 —
−Removed: Net cash used in operating activities ( 1,923 ) $ ( 1,908 )
−Removed: Cash flows from investing activities:
−Removed: Purchase of fixed assets ( 8 ) ( 9 )
+Added: Net cash provided by operating activities 822 628
+Added: Cash flows from investing activities attributable to continuing operations:
Distributions from equity method investments carried at fair value 2,543 717
+Added: Purchase of fixed assets ( 60 ) ( 43 )
Net cash provided by investing activities 2,483 674
−Removed: Cash flows from financing activities:
+Added: Cash flows from financing activities attributable to continuing operations:
Proceeds from notes payable 120 5,554
1 unchanged sentence
Taxes paid related to net share settlement of equity awards ( 211 ) ( 50 )
−Removed: Net cash (used in) provided by financing activities ( 104 ) 5,442
−Removed: Net (decrease) increase in cash and cash equivalents ( 375 ) 3,669
+Added: Net cash used in financing activities ( 168 ) ( 246 )
+Added: Cash flows attributable to discontinued operations:
+Added: Operating cash flows, net 92 ( 690 )
+Added: Investing cash flows, net ( 36 ) ( 30 )
+Added: Financing cash flows, net ( 20 ) ( 704 )
+Added: Net cash provided by (used in) discontinued operations 36 ( 1,424 )
+Added: Net increase (decrease) in cash and cash equivalents 3,173 ( 368 )
Cash and cash equivalents, beginning of period 7,032 3,511
4 unchanged sentences
Accrued liability settled through issuance of stock $ 14 $ 40
−Removed: The accompanying notes are an integral part of these consolidated financial statements.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
+Added: PPP loan forgiven $ 1,954 $ —
+Added: The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
ORGANIZATION AND BASIS OF PRESENTATION
1 unchanged sentence
and subsidiaries (“Comstock”, “CHCI” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X and other applicable rules and regulations of the Securities and Exchange Commission (“SEC”).
−Removed: Such financial statements do not include all of the disclosures required by GAAP for complete financial statements.
−Removed: In our opinion, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements.
−Removed: The Company has evaluated subsequent events through the date these consolidated financial statements were issued and has included all necessary adjustments and disclosures.
+Added: Such condensed financial statements do not include all of the disclosures required by GAAP for complete financial statements.
+Added: In our opinion, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included in the accompanying unaudited condensed consolidated financial statements.
+Added: The Company has evaluated subsequent events through the date these condensed consolidated financial statements were issued and has included all necessary adjustments and disclosures.
For further information and a discussion of our significant accounting policies, other than discussed below, refer to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
3 unchanged sentences
The entity names were changed for the following Company subsidiaries:
−Removed: (a) CDS Asset Management, LC is now CHCI Asset Management, LC, (b) Comstock Commercial Management, LC is now CHCI Commercial Management, LC, (c) Comstock Residential Management, LC is now CHCI Residential Management, LC, (d) CDS Capital Management, L.C.
−Removed: is now CHCI Capital Management, LC and (e) Comstock Real Estate Services, LC is now CHCI Real Estate Services, L.C.
−Removed: The Company operates through five primarily real estate focused subsidiaries – CHCI Asset Management, LC (“CAM”), CHCI Residential Management, LC, CHCI Commercial Management, LC, Park X Management, LC and Comstock Environmental Services, LLC (“CES”).
+Added: (a) CDS Asset Management, LC is now CHCI Asset Management, LC, (b) Comstock Commercial Management, LC is now CHCI Commercial Management, LC, (c) Comstock Residential Management, LC is now CHCI Residential Management, LC, and (d) CDS Capital Management, L.C.
+Added: is now CHCI Capital Management, LC.
+Added: The Company operates through four primarily real estate focused subsidiaries – CHCI Asset Management, LC (“CAM”), CHCI Residential Management, LC, CHCI Commercial Management, LC, and Park X Management, LC.
References in these Consolidated Financial Statements to “Comstock,” “Company,” “we,” “our” and “us” refer to Comstock Holding Companies, Inc.
3 unchanged sentences
The Consolidated Balance Sheet as of December 31, 2020 was derived from the audited financial statements contained in the 2020 Form 10-K.
−Removed: For the three months ended March 31, 2021 and 2020, comprehensive income (loss) equaled net income (loss);
−Removed: therefore, a separate statement of comprehensive income (loss) is not included in the accompanying consolidated financial statements.
−Removed: Certain amounts in the prior period have been reclassified to conform to the current year presentation in connection with the classification of 'General and administrative' expenses on the consolidated statement of operations and the accompanying notes to the condensed consolidated financial statements.
−Removed: The reclassification had no effect on the previously reported totals (e.g.
−Removed: operating income, income before income tax, and net income).
+Added: For the three and six months ended June 30, 2021 and 2020, comprehensive income equaled net income;
+Added: therefore, a separate statement of comprehensive income is not included in the accompanying condensed consolidated financial statements.
+Added: Certain amounts in the prior period have been reclassified to conform to the current year presentation of combining 'accounts payable' and 'accrued liabilities' on the Condensed Consolidated Balance Sheets.
+Added: The reclassification had no effect on the previously reported totals of current liabilities.
Recent Developments
−Removed: In April 2021, the Company was notified by the Lender that the Lender had received payment in full of the PPP Loan from the United States government, and the Company's PPP Loan had been forgiven (See Note 7 – Coronavirus Aid and Relief and Economic Security Act).
+Added: In April 2021, the Company received notification from the Small Business Administration ("SBA") that the Company's Paycheck Protection Program ("PPP") Loan had been forgiven and the SBA lender had received payment in full (See Note 8 – Coronavirus Aid and Relief and Economic Security Act).
+Added: On June 16, 2021, the Company made the strategic decision to sell the operations of Comstock Environmental Services, LLC ("CES"), a subsidiary of Comstock, based on the continued growth of the asset management business as well as its future prospects.
+Added: For all periods presented, the related operating results are presented as income (loss) from discontinued operations on the Condensed Consolidated Statement of Operations.
+Added: The assets and liabilities of CES are also designated as held for sale on the Condensed Consolidated Balance Sheets (See Note 3 - Discontinued Operations).
Use of Estimates
Our condensed consolidated financial statements have been prepared in accordance with GAAP.
−Removed: The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts for the reporting periods.
+Added: The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts for the reporting periods.
We base these estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances.
1 unchanged sentence
Actual results may differ from those estimates under different assumptions or conditions.
−Removed: Material estimates are utilized in the valuation of deferred tax
−Removed: assets, analysis of goodwill impairment, valuation of equity-based compensation, capitalization of costs, and fair value of financial instruments (including the fair value of our equity method investments).
+Added: Material estimates are utilized in the valuation of deferred tax assets, analysis of goodwill impairment, valuation of equity-based compensation, and fair value of financial instruments (including the fair value of our equity method investments).
Recently Adopted Accounting Standards
12 unchanged sentences
The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and related disclosures.
−Removed: We assessed other accounting pronouncements issued or effective during the three months ended March 31, 2021 and deemed they were either not applicable to us or are not anticipated to have a material effect on our consolidated financial statements.
+Added: We assessed other accounting pronouncements issued or effective during the three and six months ended June 30, 2021 and deemed they were either not applicable to us or are not anticipated to have a material effect on our consolidated financial statements.
Other standards previously issued and adopted by the Company have been disclosed in previous filings.
2 unchanged sentences
Based upon elections made at the date of investment, the Company reports the equity method investments in real estate ventures at fair value.
−Removed: For such investments, the Company increases or decreases the investment each reporting period by the change in the fair value and the Company reports the fair value adjustments in the Consolidated Statement of Operations in the ‘Gain (loss) on equity method investments carried at fair value’ line item.
+Added: For such investments, the Company increases or decreases the investment each reporting period by the change in the fair value and the Company reports the fair value adjustments in the Condensed Consolidated Statement of Operations in the ‘Loss on equity method investments carried at fair value’ line item.
Changes in fair value of the Company's investment in Investors X (defined below) are impacted by distributions as the fair value is based on finite cash flows from the wind-down of that entity.
4 unchanged sentences
These estimates are based on prior experience as well as comparable, third party data.
−Removed: As of March 31, 2021 and December 31, 2020, the fair value of the Company’s investment in Investors X is $ 3.5 million and $ 5.1 million, respectively.
−Removed: The Company received distributions of $ 1.7 million during the three months ended March 31, 2021 and recognized no gain or loss in fair value.
+Added: As of June 30, 2021 and December 31, 2020, the fair value of the Company’s investment in Investors X is $ 2.5 million and $ 5.1 million, respectively.
+Added: The Company received distributions of $ 895 thousand and $ 2.5 million during the three and six months ended June 30, 2021 and recognized a $ 107 thousand loss in fair value.
+Added: Our maximum loss exposure in this entity is limited to our investments.
On December 30, 2019, the Company made an investment related to the purchase of a stabilized commercial office building located at 3101 Wilson Boulevard in the Clarendon area of Arlington County, Virginia (the “Hartford”).
2 unchanged sentences
Fair value is determined using an income approach and sales comparable approach models.
−Removed: As of March 31, 2021 and December 31, 2020, the fair value of the Company’s investment in the Hartford was
−Removed: $ 1.2 million.
−Removed: The fair value of the Company's investment in the Hartford remained at approximately $ 1.2 million during the three months ended March 31, 2021.
−Removed: The Company received no distributions during the three months ended March 31, 2021.
+Added: As of June 30, 2021 and December 31, 2020, the fair value of the Company’s investment in the Hartford was $ 1.2 million.
+Added: During the three and six months ended June 30, 2021, the Company recognized a loss of $ 24 thousand in fair value.
+Added: The Company received no distributions during the three and six months ended June 30, 2021.
Fair value of equity method investments are classified as Level 3 of the fair value hierarchy.
−Removed: As of March 31, 2021 and December 31, 2020, the Company had equity method investments in real estate ventures at fair value of $ 4.7 million and $ 6.3 million, respectively.
+Added: As of June 30, 2021 and December 31, 2020, the Company had equity method investments in real estate ventures at fair value of $ 3.7 million and $ 6.3 million, respectively.
The table below shows the change in the Company’s investments in real estate ventures reported at fair value:
2 unchanged sentences
Change in fair value ( 112 )
−Removed: Fair value of investments as of March 31, 2021 $ 4,665
+Added: Fair value of investments as of June 30, 2021 $ 3,652
See Note 13 – Related Party Transactions for additional discussion of our investments in real estate ventures at fair value.
1 unchanged sentence
The Company accounts for its interest in its title insurance joint venture using the equity method of accounting and adjusts the carrying value for its proportionate share of earnings, losses and distributions.
−Removed: The investment in the unconsolidated joint venture was $ 17 thousand and $ 29 thousand as of March 31, 2021 and December 31, 2020, respectively, and is included within ‘Prepaid and other assets, net’ in the accompanying Consolidated Balance Sheets.
−Removed: The Company’s share of loss for the three months ended March 31, 2021 and 2020 from this unconsolidated joint venture of $ 12 thousand and $ 3 thousand, respectively, is included in ‘Other income (loss), net’ in the accompanying Consolidated Statement of Operations.
−Removed: During the three months ended March 31, 2021 and 2020 the Company collected and recorded no distributions and $ 108 thousand, respectively, from this joint venture as a return on investment.
−Removed: GOODWILL & INTANGIBLES
+Added: The investment in the unconsolidated joint venture was $ 17 thousand and $ 29 thousand as of June 30, 2021 and December 31, 2020, respectively, and is included within ‘Prepaid and other assets, net’ in the accompanying Condensed Consolidated Balance Sheets.
+Added: The Company’s share of earnings for the three and six months ended June 30, 2021 from this unconsolidated joint venture of $ 30 thousand and $ 18 thousand, respectively, is included in ‘Other income (loss), net’ in the accompanying Condensed Consolidated Statement of Operations.
+Added: The Company’s share of earnings for the three and six months ended June 30, 2020 was $ 18 thousand and $ 15 thousand, respectively.
+Added: During the three and six months ended June 30, 2021, the Company collected distributions of $ 30 thousand from this joint venture as a return on investment.
+Added: During the three and six months ended June 30, 2020, the Company collected no distributions and $ 108 thousand from this joint venture as a return on investment.
+Added: DISCONTINUED OPERATIONS
+Added: On June 16, 2021, the Company made the strategic decision to pursue the sale of CES , the service offerings of which include consulting, environmental studies, remediation services, and site-specific solutions for projects that may have an environmental impact.
+Added: The Company made this decision to focus on its core asset management operations based on the continued growth and future prospects of the asset management business.
+Added: CES met the criteria to be classified as a discontinued operation in June 2021.
+Added: T he sale of CES is expected to be completed within the next 12 months.
+Added: The major classes of assets and liabilities designated as held for sale in the Condensed Consolidated Balance Sheets are as follows:
+Added: 2021 December 31,
+Added: Trade receivables 2,459 1,420
+Added: Trade receivables - related parties 90 30
+Added: Prepaid and other assets 66 27
+Added: Total current assets held for sale 2,615 1,477
+Added: Fixed assets, net 105 96
+Added: Goodwill 1,377 1,702
+Added: Intangible assets, net 3 36
+Added: Total assets held for sale $ 4,100 $ 3,312
+Added: Accrued personnel costs $ 135 $ 109
+Added: Accounts payable and accrued liabilities 1,982 633
+Added: Notes payable 30 —
+Added: Total liabilities held for sale $ 2,147 $ 742
+Added: The following are the operating results for CES which have been reflected within income from discontinued operations:
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2021 2020 2021 2020
+Added: Revenue $ 2,626 $ 1,960 $ 4,103 $ 3,491
+Added: Operating expenses
+Added: Direct costs - real estate services 1,958 1,097 3,045 2,479
+Added: General and administrative 653 247 1,039 526
+Added: Sales and marketing 132 220 280 379
+Added: Operating income ( 117 ) 396 ( 261 ) 107
+Added: Interest expense ( 1 ) ( 16 ) ( 1 ) ( 31 )
+Added: Other income — 2 — 13
+Added: Income (loss) from discontinued operations, before loss on classification ( 118 ) 382 ( 262 ) 89
+Added: Loss on classification as held for sale ( 325 ) — ( 325 ) —
+Added: Income (loss) from discontinued operations $ ( 443 ) $ 382 $ ( 587 ) $ 89
+Added: The income tax expense associated with the results of CES are not material.
Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a business acquisition.
Following an acquisition, we perform an analysis to value the acquired company’s tangible and identifiable intangible assets and liabilities.
−Removed: With respect to identifiable intangible assets, we consider backlog, non-compete agreements, client relationships, trade names, patents and other assets.
−Removed: We amortize our intangible assets based on the period over which the contractual or economic benefits of the intangible assets are expected to be realized.
−Removed: We assess the recoverability of the unamortized balance of our intangible assets when indicators of impairment are present based on expected future profitability and undiscounted expected cash flows and their contribution to our overall operations.
−Removed: Should the review indicate that the carrying value is not fully recoverable, the excess of the carrying value over the fair value of the intangible assets would be recognized as an impairment loss.
−Removed: As of the acquisition date, goodwill consisted primarily of synergies resulting from the combination, expected expanded opportunities for growth and production, and savings in corporate overhead costs.
−Removed: As of March 31, 2021 and December 31, 2020, the balance of goodwill was $ 1.7 million.
−Removed: This goodwill is reflected within our Real Estate Services segment.
−Removed: There were no events indicating a potential change in recoverability of goodwill during the three months ended March 31, 2021.
−Removed: Intangible assets include customer relationships which have an amortization period of four years .
−Removed: During the three months ended March 31, 2021 and 2020, $ 17 thousand of intangible asset amortization was recorded in ‘ General and administrative’ expense on the Consolidated Statements of Operations, respectively.
+Added: As of the acquisition date, goodwill consisted primarily of synergies resulting from the
+Added: combination, expected expanded opportunities for growth and production, and savings in corporate overhead costs.
+Added: Due to the classification of CES as a discontinued operation during the second quarter of 2021, the Company measured CES at its fair value less costs to sell and recognized a $ 325 thousand charge as a loss on classification as held for sale in income from discontinued operations and an adjustment to goodwill.
+Added: As of June 30, 2021 and December 31, 2020, the balance of goodwill was $ 1.4 million and $ 1.7 million, respectively, and is classified as held for sale on the Condensed Consolidated Balance Sheets.
The determination of whether an arrangement contains a lease and the classification of a lease, if applicable, is made at lease commencement, at which time the Company also measures and recognizes an ROU asset, representing the Company’s right to use the underlying asset, and a lease liability, representing the Company’s obligation to make lease payments under the terms of the arrangement.
−Removed: For the purposes of recognizing ROU assets and lease liabilities associated with the Company’s leases, the Company has elected the practical expedient to not recognize a ROU asset or lease liability for short-term leases, which are leases with a term of twelve months or less.
+Added: For the purposes of recognizing
+Added: ROU assets and lease liabilities associated with the Company’s leases, the Company has elected the practical expedient to not recognize a ROU asset or lease liability for short-term leases, which are leases with a term of twelve months or less.
The lease term is defined as the non-cancelable portion of the lease term plus any periods covered by an option to extend the lease if it is reasonably certain that the option will be exercised.
4 unchanged sentences
The Company looks to similar corporate credit ratings and bond yields when determining the incremental borrowing rate.
−Removed: As of November 1, 2020, at the lease commencement of the new corporate office in Reston, VA, the Company's incremental borrowing rate was determined to be 4.25 %.
−Removed: The Company has operating leases for its office facilities as well as for office equipment.
−Removed: The Company's leases have remaining terms of less than one year to 10 years.
−Removed: The leases can contain various renewal and termination options.
+Added: As of November 1, 2020, at the lease commencement of the new ten year lease agreement for the new corporate office in Reston, VA, the Company's incremental borrowing rate was determined to be 4.25 %.
+Added: The lease is with an affiliate controlled and owned by our Chief Executive Officer and family, as landlord.
+Added: This lease is classified as an operating lease and has a remaining term of nine years .
+Added: This lease requires us to make fixed annual rental payments plus pay our share of common area, real estate, and utility expenses.
+Added: The Company's leases can contain various renewal and termination options.
The period which is subject to an option to extend the lease is included in the lease term if it is reasonably certain that the option will be exercised.
−Removed: The period which is subject to an option to terminate the lease is excluded if it is reasonably certain that the option will not be exercised.
+Added: The period which is subject to an option to terminate the lease is included if it is reasonably certain that the option will not be exercised.
Lease costs related to the Company's operating leases are generally recognized as a single ratable lease cost over the lease term.
−Removed: See Note 12 - Related Party Transactions for rent expense paid and recognized for the corporate office to related parties.
−Removed: On August 1, 2020 the Company terminated an office lease in Conshohocken, PA which it had previously determined would be reasonably certain to continue until 2022.
−Removed: The Company subsequently executed a month-to-month lease agreement for the office space.
−Removed: The Company does not expect the new month-to-month lease to continue for more than twelve months.
−Removed: Since the lease is less than twelve months, the Company has elected to recognize the lease payments as lease cost on a straight-line basis over the lease term.
−Removed: The Company does no t have any leases which have not yet commenced as of March 31, 2021.
+Added: Lease costs related to the Company's operating leases are reflected within 'Direct costs' in the Condensed Consolidated Statements of Operations as it is a reimbursable cost under the 2019 Asset Management Agreement ("AMA").
+Added: The lease costs were as follows (in thousands):
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2021 2020 2021 2020
+Added: Operating Lease Cost
+Added: Fixed lease cost $ 249 $ — $ 497 $ —
+Added: Variable lease cost 88 — 163 —
+Added: Total operating lease cost $ 337 $ — $ 660 $ —
+Added: Supplemental cash flow information related to leases was as follows (in thousands):
+Added: Six Months Ended June 30,
+Added: Cash paid for amounts included in the measurement of lease liabilities
+Added: Operating cash flows from operating leases $ 280 $ —
+Added: Maturities of operating lease liabilities at June 30, 2021 were as follows (in thousands):
+Added: Thereafter 5,099
+Added: Total lease payments 9,349
+Added: imputed interest 1,698
+Added: Present Value of lease liabilities $ 7,651
The Company’s revenues consist primarily of
3 unchanged sentences
• Project & Development Services.
−Removed: • Environmental Remediation
Asset Management
8 unchanged sentences
Property Management
−Removed: Property Management provides on-site day-to-day management services for owners of office, industrial, retail, multifamily residential and various other types of properties, representing a series of daily performance obligations delivered over time.
+Added: Property Management provides on-site day-to-day management services for owners of office, retail, multifamily residential and various other types of properties, representing a series of daily performance obligations delivered over time.
Pricing is generally in the form of a monthly management fee based upon property-level cash receipts, square footage under management or some other variable metric.
Revenues from project management may also include reimbursement of payroll and related costs for personnel providing the services and subcontracted vendor costs.
−Removed: Project management services represent a series
−Removed: of distinct daily services rendered over time.
+Added: Project management services represent a series of distinct daily services rendered over time.
Consistent with the transfer of control for distinct, daily services to the customer, revenue is typically recognized at the end of each period for the fees associated with the services performed.
17 unchanged sentences
Project and construction management services represent a series of performance obligations delivered over time and revenue is recognized over time.
−Removed: Environmental Remediation
−Removed: We provide environmental remediation services for owners of real estate.
−Removed: Remediation services are generally contracted and performed by Comstock Environmental.
−Removed: We are compensated for our services as well as for the services of subcontractors used to perform remediation services.
−Removed: Fees earned are generally based upon employee time spent as well as a cost-plus arrangement for subcontractors used.
−Removed: Generally, environmental remediation services represent a series of performance obligations delivered over time and revenue is recognized over time.
Contract Costs
1 unchanged sentence
Since the amortization period is one year or less we recognize these costs as an operating expense as they are incurred.
−Removed: The following table presents the Company’s sales from contracts with customers disaggregated by categories which best represents how the nature, amount and timing and uncertainty of sales are affected by economic factors.
−Removed: Three Months Ended March 31,
+Added: The following table presents the Company’s sales from contracts with customers disaggregated by categories which best represent how the nature, amount, timing and uncertainty of sales are affected by economic factors.
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2021 2020 2021 2020
Revenue by customer
5 unchanged sentences
$ 873 $ 1,066 $ 1,688 $ 2,025
+Added: 3,925 2,758 8,215 6,191
Time and Material
+Added: 1,526 681 3,261 1,723
Total Revenue by contract type
$ 6,324 $ 4,505 $ 13,164 $ 9,939
−Removed: For the three months ended March 31, 2021 and 2020, $ 8.3 million and $ 6.8 million, respectively, of our revenues were earned for contracts where revenue is recognized over time.
−Removed: For the three months ended March 31, 2021 and 2020, $ 9 thousand and $ 187 thousand, respectively, of our revenues were earned for contracts where revenue is recognized at a point in time.
−Removed: As of March 31, 2021, notes payable consisted of the following:
+Added: For the three and six months ended June 30, 2021, $ 6.3 million and $ 13.1 million, respectively, of our revenues were earned for contracts where revenue is recognized over time.
+Added: For the three and six months ended June 30, 2020, $ 4.1 million and $ 9.4 million, respectively, of our revenues were earned for contracts where revenue is recognized over time.
+Added: For the three and six months ended June 30, 2021, $ 45 thousand and $ 54 thousand, respectively, of our revenues were earned for contracts where revenue is recognized at a point in time.
+Added: For the three and six months ended June 30, 2020, $ 384 thousand and $ 571 thousand, respectively, of our revenues were earned for contracts where revenue is recognized at a point in time.
+Added: Notes payable consists of the following:
2021 December 31,
3 unchanged sentences
$ 5,548 $ 5,505
−Removed: As of March 31, 2021, net maturities and/or curtailment obligations of all borrowings are as follows:
+Added: As of June 30, 2021, net maturities and/or curtailment obligations of all borrowings are as follows:
Unsecured financing
1 unchanged sentence
At December 31, 2020, the balance on this loan was $ 5 thousand and the interest rate was 3.3 %.
−Removed: As of March 31, 2021, the balance on this loan was $ 96 thousand and the interest rate was 2.4 %.
+Added: As of June 30, 2021, the balance on this loan was $ 48 thousand and the interest rate was 2.4 %.
Notes payable, due to affiliates – unsecured
2 unchanged sentences
Under the terms of the Loan Documents, the Revolver provides for an initial variable interest rate of the Wall Street Journal Prime Rate plus 1.00 % per annum on advances made under the Revolver, payable monthly in arrears.
−Removed: The five-year term facility allows for interim draws that carry a maturity date of 12
−Removed: months from the initial date of the disbursement unless a longer initial term is agreed to by CDS.
+Added: The five-year term facility allows for interim draws that carry a maturity date of 12 months from the initial date of the disbursement unless a longer initial term is agreed to by CDS.
On March 27, 2020, the Company borrowed $ 5.5 million under the Revolver.
The $ 5.5 million borrowed has a maturity date of April 30, 2023.
+Added: The effective interest rate at June 30, 2021 and December 30, 2020 was 4.25 %.
Comstock Growth Fund
−Removed: On October 17, 2014, the Company entered into an unsecured promissory note with Comstock Growth Fund (“CGF”) whereby CGF made a loan to the Company in the initial principal amount of $ 10.0 million and a maximum amount available for borrowing of up to $ 20.0 million with a three year term.
+Added: On October 17, 2014, the Company entered into an unsecured promissory note with Comstock Growth Fund, L.C.
+Added: (“CGF”) whereby CGF made a loan to the Company in the initial principal amount of $ 10.0 million and a maximum amount available for borrowing of up to $ 20.0 million with a three year term.
On December 18, 2014, the loan agreement was amended and restated to provide for a maximum capacity of $ 25 million.
3 unchanged sentences
The CGF Note was repaid prior to maturity during the year ended December 31, 2020.
−Removed: For the three months ended March 31, 2021 and 2020, the Company made interest payments for all debt facilities of $ 58 thousand and $ 143 thousand, respectively.
−Removed: During the three months ended March 31, 2021, the Company did no t make principal payments for the Revolver.
−Removed: During the three months ended March 31, 2020, the Company retired $ 5.7 million of outstanding borrowings for the CGF Note.
+Added: For the three and six months ended June 30, 2021, the Company made interest payments for all debt facilities of $ 59 thousand and $ 116 thousand, respectively.
+Added: For the three and six months ended June 30, 2020, the Company made interest payments for all debt facilities of $ 77 thousand and $ 226 thousand, respectively.
+Added: During the three and six months ended June 30, 2021, the Company did no t make principal payments for the Revolver.
+Added: During the three and six ended June 30, 2020, the Company retired $ 5.7 million of outstanding borrowings for the CGF Note.
CORONAVIRUS AID RELIEF AND ECONOMIC SECURITY ACT
8 unchanged sentences
The Lender received notice that the PPP Loan was fully forgiven by the SBA in April 2021.
−Removed: Deferral of Social Security Tax Payments
−Removed: Pursuant to sections 2302(a)(1) and (a)(2) of the CARES Act, the Company has elected to defer payments of its share of Social Security tax due during the "payroll tax deferral period".
−Removed: The payroll tax deferral period began on August 1, 2020 and ended December 31, 2020.
−Removed: At March 31, 2021 the total amount of such deferral was $ 193 thousand and is reflected within 'Accrued personnel costs' on our consolidated balance sheet.
−Removed: Per the terms of the deferral program, 50% of the deferred amount is due on December 31, 2021, and the remaining 50% is due on December 31, 2022 at 0% interest.
COMMITMENTS AND CONTINGENCIES
4 unchanged sentences
FAIR VALUE DISCLOSURES
−Removed: The carrying amounts reported in the consolidated balance sheets for cash equivalents, accounts receivable, and accounts payable are reasonable estimates of their fair values based on their short maturities.
+Added: The carrying amounts reported in the Condensed Consolidated Balance Sheets for cash equivalents, accounts receivable, and accounts payable are reasonable estimates of their fair values based on their short maturities.
The fair value of fixed and floating rate debt is based on unobservable market rates (Level 3 inputs).
The fair value of the fixed and floating rate debt was estimated using a discounted cash flow analysis on the blended borrower rates currently available to the Company for loans with similar terms.
−Removed: The following table summarizes the carrying amount and the corresponding fair value of fixed and floating rate debt.
−Removed: 2021 December 31,
−Removed: Carrying amount
−Removed: $ 5,596 $ 5,505
−Removed: $ 5,579 $ 5,485
+Added: Based on the analysis, the fair value of the fixed and floating rate debt approximated carrying value.
Fair value estimates are made at a specific point in time, based on relevant market information about the financial instruments.
3 unchanged sentences
We report our two investments in real estate ventures at fair value.
−Removed: For such investments, we increase or decrease our investment each reporting period by the change in the fair value and we report these fair value adjustments in the Consolidated Statements of Operations.
+Added: For such investments, we increase or decrease our investment each reporting period by the change in the fair value and we report these fair value adjustments in the Condensed Consolidated Statements of Operations.
For our investments in real estate ventures at fair value, we estimate the fair value using the level 3 Income Approach or a sales comparable approach to determine a fair value.
Critical inputs to fair value estimates include various level 3 inputs such as valuations of the underlying real estate assets and borrowings, which incorporate investment-specific assumptions such as discount rates, capitalization rates, rental and expense growth rates, and asset-specific market borrowing rates.
−Removed: As of March 31, 2021 and December 31, 2020, investments in the real estate ventures at fair value were approximately $ 4.7 million and $ 6.3 million, respectively.
+Added: As of June 30, 2021 and December 31, 2020, investments in the real estate ventures at fair value were approximately $ 3.7 million and $ 6.3 million, respectively.
Non-Recurring Fair Value Measurements
1 unchanged sentence
Such fair value measurements use significant unobservable inputs and are classified as Level 3.
+Added: Due to the classification of CES as a discontinued operation, the Company performed an interim test of goodwill to determine if the carrying amount exceeds its fair value less costs to sell.
+Added: The fair value of CES was determined using both the market and income based methods.
+Added: The market approach estimates value based on what other purchasers and sellers in the market have agreed to as a price for comparable businesses.
+Added: The Company used a range of EBITDA multiples as significant inputs in the valuation.
+Added: The income approach utilizes assumptions such as discount rates, future cash flow, and revenue growth rates.
+Added: All of the inputs used are significant unobservable inputs classified as Level 3.
+Added: The Company then weighted the values determined using the market and income based approaches to determine the overall fair value of CES.
+Added: The carrying value of $ 1.7 million exceeded the fair value less costs to sell of $ 1.4 million resulting in a loss on classification as held for sale of $ 325 thousand (See Note 3 - Discontinued Operations).
RESTRICTED STOCK, STOCK OPTIONS AND OTHER STOCK PLANS
−Removed: During the three months ended March 31, 2021, the Company issued no stock options and 165,809 restricted stock awards to employees.
−Removed: During the three months ended March 31, 2020, the Company issued no stock options and 630,352 restricted stock awards to employees.
+Added: During the three and six months ended June 30, 2021, the Company issued no stock options and 165,809 restricted stock awards to employees.
+Added: During the three and six months ended June 30, 2020, the Company issued no stock options and 630,352 restricted stock awards to employees.
Stock-based compensation expense associated with restricted stock and stock options is recognized based on the grant date fair value of the award over its vesting period.
−Removed: The following table reflects the statements of operations line items for stock-based compensation for the periods presented:
−Removed: Three Months Ended March 31,
−Removed: General and administrative - real estate services $ 31 $ 22
−Removed: General and administrative - asset management 153 191
+Added: The following table reflects the Condensed Consolidated Statements of Operations line items for stock-based compensation for the periods presented:
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2021 2020 2021 2020
+Added: General and administrative $ 154 $ 182 $ 306 $ 373
Under net settlement procedures currently applicable to our outstanding restricted stock awards for employees, upon each settlement date and election by the employees, restricted stock awards are withheld to cover the required withholding tax, which is based on the value of the restricted stock award on the settlement date as determined by the closing price of our Class A common stock on the trading day immediately preceding the applicable settlement date.
The remaining amounts are delivered to the recipient as shares of our Class A common stock.
−Removed: As of March 31, 2021, the weighted-average remaining contractual term of unexercised stock options was 5 years.
−Removed: As of March 31, 2021 and December 31, 2020, there was $ 1.4 million and $ 1.1 million, respectively, of unrecognized compensation cost related to stock options and restricted stock awards.
+Added: As of June 30, 2021, the weighted-average remaining contractual term of unexercised stock options was 6 years.
+Added: As of June 30, 2021 and December 31, 2020, there was $ 1.2 million and $ 1.1 million, respectively, of unrecognized compensation cost related to stock options and restricted stock awards.
The Company intends to issue new shares of its Class A common stock upon vesting of restricted stock grants or the exercise of stock options.
INCOME (LOSS) PER SHARE
−Removed: The weighted average shares and share equivalents used to calculate basic and diluted (loss) income from continuing operations for the three months ended March 31, 2021 and 2020 are presented in the accompanying consolidated statements of operations.
−Removed: Restricted stock awards, stock options and warrants for the three months ended March 31, 2021 and 2020 are included in the diluted income (loss) per share calculation using the treasury stock method and average market prices during the periods, unless their inclusion would be anti-dilutive.
−Removed: The following share equivalents have been excluded from the continuing operations dilutive share computation for the three months ended March 31, 2021 and 2020 as their inclusion would be anti-dilutive:
−Removed: Three Months Ended March 31,
+Added: The weighted average shares and share equivalents used to calculate basic and diluted (loss) income from both continuing operations and discontinued operations for the three and six months ended June 30, 2021 and 2020 are presented in the accompanying Condensed Consolidated Statements of Operations.
+Added: Restricted stock awards, stock options and warrants for the three and six months ended June 30, 2021 and 2020 are included in the diluted income (loss) per share calculation using the treasury stock method and average market prices during the periods, unless their inclusion would be anti-dilutive.
+Added: The following share equivalents have been excluded from the continuing operations dilutive share computation for the three and six months ended June 30, 2021 and 2020 as their inclusion would be anti-dilutive:
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2021 2020 2021 2020
Restricted stock awards
Stock options
+Added: 33 193 39 209
+Added: 89 657 116 688
+Added: 122 852 155 900
RELATED PARTY TRANSACTIONS
2 unchanged sentences
On November 1, 2020, the Company relocated its corporate headquarters to a new office space pursuant to a ten year lease agreement with an affiliate controlled and owned by our Chief Executive Officer and family, as landlord.
−Removed: Future minimum lease payments under this lease, which expires on October 31, 2030, is $ 9.6 million.
−Removed: The Company is also responsible for the pro-rata share of common area maintenance costs to the landlord.
−Removed: For the three months ended March 31, 2021 and 2020, total rental payments made were $ 298 thousand and $ 142 thousand, respectively.
−Removed: This is reflected within 'Direct costs - asset management' as it is a reimbursable cost under the 2019 AMA.
Asset Management Agreement ("AMA")
1 unchanged sentence
The effective date of the AMA is January 2, 2018.
−Removed: Pursuant to the AMA, CDS has engaged CAM to manage and administer the CDS’ commercial real estate portfolio and the day to-day operations of CDS and each property-owning subsidiary of CDS (the "CDS Portfolio").
+Added: Pursuant to the AMA, CDS has engaged CAM to manage and administer the CDS’ commercial real estate portfolio and the day to-day operations of CDS and each property-owning subsidiary of CDS (the "CDS
Pursuant to the terms of the AMA, CAM will provide investment advisory, development and asset management services necessary to build out, stabilize and manage certain assets.
Pursuant to the AMA, CDS will pay CAM an annual cost-plus fee (the “Annual Fee”) in an aggregate amount equal to the sum of (i) the employment expenses of personnel dedicated to providing services to the CDS Portfolio pursuant to the AMA, (ii) the costs and expenses of the Company related to maintaining the listing of its shares on a securities exchange and complying with regulatory and reporting obligations as a public company, and (iii) a fixed annual payment of $ 1,000,000 .
−Removed: As of March 31, 2021 and December 31, 2020, the Company had $ 4.9 million and $ 3.6 million, respectively, of receivables from related parties, primarily related to the 2019 AMA.
+Added: As of June 30, 2021 and December 31, 2020, the Company had $ 3.0 million and $ 3.6 million, respectively, of receivables from related parties, primarily related to the 2019 AMA and payroll and expense reimbursements from affiliated properties.
The Company does not record an allowance for doubtful accounts due to the related party nature of the receivables.
1 unchanged sentence
On April 30, 2019, CAM entered into the 2019 AMA with CDS, which amends and restates in its entirety the AMA.
−Removed: Pursuant to the 2019 AMA, CDS will engage CAM to manage and administer the Anchor Portfolio and the day to-day operations
−Removed: of CDS and each property-owning subsidiary of CDS (collectively, the “CDS Entities”).
+Added: Pursuant to the 2019 AMA, CDS will engage CAM to manage and administer the Anchor Portfolio and the day to-day operations of CDS and each property-owning subsidiary of CDS (collectively, the “CDS Entities”).
The “Anchor Portfolio” consists of a majority of the properties we currently manage.
17 unchanged sentences
These property management agreements are each for one year initial terms with successive, automatic one year renewal terms, unless sooner terminated.
−Removed: The Company generally receives base management fees under these agreements based upon a percentage of gross rental revenues for the portions of the buildings being managed in addition to reimbursement of specified expenses, including employment expenses of personnel employed by the Company in the management and operation of each property.
+Added: The Company generally receives base management fees under these agreements based
+Added: upon a percentage of gross rental revenues for the portions of the buildings being managed in addition to reimbursement of specified expenses, including employment expenses of personnel employed by the Company in the management and operation of each property.
Construction Management Agreements
17 unchanged sentences
Private Placements and Promissory Notes
−Removed: On March 19, 2020, the Company entered into a Revolving Capital Line of Credit Agreement (the “Loan Documents”) with CDS, pursuant to which the Company secured a $ 10.0 million capital line of credit (the “Revolver”).
+Added: On March 19, 2020, the Company entered into the Loan Documents with CDS, pursuant to which the Company secured the Revolver.
Under the terms of the Loan Documents, the Revolver provides for an initial variable interest rate of the WSJ Prime Rate plus 1.00 % per annum on advances made under the Revolver, payable monthly in arrears.
3 unchanged sentences
See Note 7 - Debt for further description of the CGF Private Placement and the Revolver.
−Removed: Revenues from Related Parties
−Removed: The following table details the revenue earned from related parties:
−Removed: Three Months Ended March 31,
−Removed: Revenue by customer
−Removed: Related party
+Added: See Note 6 - Revenue for detail regarding revenue earned from related parties .
+Added: For the three and six months ended June 30, 2021, the Company recognized deferred income tax benefit of $ 11.3 million.
+Added: For the three and six months ended June 30, 2020, the Company recognized deferred income tax expense of $ 1 thousand and $ 13 thousand, respectively.
+Added: The effective tax rate for the six months ended June 30, 2021 and 2020 is ( 8191.72 )% and ( 0.85 )%, respectively.
+Added: The effective tax rate decreased as a result of a partial release of the valuation allowance as further discussed below.
+Added: A reconciliation of the statutory rate and the effective tax rate follows:
+Added: Six Months Ended June 30,
+Added: Federal statutory rate 21.00 % 21.00 %
+Added: State income taxes - net of federal benefit 4.93 % 4.74 %
+Added: Permanent differences ( 60.56 %) 0.16 %
+Added: Return to provision adjustments — % ( 2.45 %)
+Added: Change in valuation allowance ( 8154.87 %) ( 18.43 %)
+Added: Other, net ( 2.22 ) % ( 5.87 ) %
+Added: Effective tax rate ( 8191.72 ) % ( 0.85 ) %
+Added: The Company previously recorded a valuation allowance to reduce its deferred tax assets to zero.
+Added: Based upon the available evidence on June 30, 2021, the Company determined it was more likely than not that a portion of deferred tax assets related to the NOL carryforwards would be utilized in future periods.
+Added: The Company considered all available evidence, including cumulative income in recent years and its current forecast of future income in its analysis.
+Added: The Company concluded that sufficient positive evidence exists due to the cumulative positive results achieved since the Company's revised business strategy launched in 2018 and associated long-term related party contract (2019 AMA), which establishes a reasonable expectation of future taxable income .
+Added: As a result, the Company partially released the valuation allowance against these deferred tax assets and recorded a deferred income tax benefit of $ 11.3 million for the three and six months ended June 30, 2021.
+Added: While the Company believes its forecast of future income is reasonable, it is inherently uncertain.
+Added: If the Company’s projections of future income are lower than expected, the Company may need to reestablish the valuation allowance.
+Added: 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.
+Added: Components of the Company’s deferred tax assets and liabilities at June 30, 2021 and December 31, 2020 and are as follows:
+Added: 2021 December 31,
+Added: Deferred tax assets:
+Added: Net operating loss and tax credit carryforwards
$ 37,841 $ 37,899
−Removed: Total revenue $ 8,317 $ 6,966
−Removed: For the three months ended March 31, 2021 and 2020, the Company recognized deferred income tax expense of $ 2 thousand and $ 1 thousand, respectively.
−Removed: The effective tax rate for the three months ended March 31, 2021 and 2020 is 0.59 % and ( 5.12 )%, respectively.
+Added: Stock based compensation
+Added: Investment in affiliates
+Added: Depreciation and amortization
+Added: 38,819 38,862
+Added: Less - valuation allowance
+Added: ( 27,500 ) ( 38,780 )
+Added: Net deferred tax assets
+Added: Deferred tax liabilities:
+Added: Goodwill amortization
+Added: ( 9 ) ( 103 )
+Added: Net deferred tax liabilities
+Added: ( 9 ) ( 103 )
+Added: Net deferred tax assets (liabilities)
+Added: $ 11,310 $ ( 21 )
The Company currently has approximately $ 146.0 million in federal and state NOLs.
1 unchanged sentence
Under Internal Revenue Code Section 382 (“Section 382”), if a change in ownership is triggered, the Company’s NOL assets and possibly certain other deferred tax assets may be impaired.
−Removed: The Company assesses uncertain tax positions and has no t recorded any accruals related to uncertain tax positions as of March 31, 2021 and 2020.
+Added: The Company assesses uncertain tax positions and has no t recorded any accruals related to uncertain tax positions as of June 30, 2021 and 2020.
and state income tax returns in jurisdictions with varying statutes of limitations.
1 unchanged sentence
SEGMENT DISCLOSURES
−Removed: We operate our business through two segments:
+Added: Prior to June 30, 2021, we operated our business through two segments:
Asset Management and Real Estate Services.
+Added: After the classification of CES as a discontinued operation as described in Note - Discontinued Operations, which was included in the Real Estate Services segment, we now operate our business through one reportable segment, Asset Management.
In our Asset Management segment, we focus on providing management services to a wide range of real estate owners and businesses that include a variety of commercial real estate uses, including apartments, hotels, office buildings, commercial garages, leased lands, retail stores, mixed-use developments, and urban transit-oriented developments.
1 unchanged sentence
Metro Silver Line in Fairfax and Loudoun Counties, but we also manage projects in other jurisdictions including Maryland and Virginia.
−Removed: In our Real Estate Services segment, our experienced management team provides a wide range of real estate services in the areas of strategic corporate planning, capital markets, brokerage services, and environmental and design-based services.
−Removed: Our environmental services group provides consulting and engineering services, environmental studies, remediation services and provides site specific solutions for any project that may have an environmental impact, from environmental due diligence to site-specific assessments and remediation.
−Removed: The Real Estate Services segment operates in the Mid-Atlantic Region.
−Removed: The following table includes the Company’s two reportable segments of Asset Management and Real Estate Services, excluding discontinued operations, for the three months ended March 31, 2021 and 2020.
−Removed: Three Months Ended March 31, 2021
−Removed: Gross revenue
−Removed: $ 6,840 $ 1,477 $ 8,317
−Removed: Gross profit 762 390 1,152
−Removed: Net income 403 ( 156 ) 247
−Removed: 23,778 3,942 27,720
−Removed: Three Months Ended March 31, 2020
−Removed: Gross revenue
−Removed: $ 5,435 $ 1,531 $ 6,966
−Removed: Gross profit 803 315 1,118
−Removed: Net loss 284 ( 296 ) ( 12 )
−Removed: 19,661 3,129 22,790
+Added: We also provide capital markets and brokerage services.
COMSTOCK HOLDING COMPANIES, INC.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.