Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________________________

FORM 10-Q

__________________________________________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-32375

__________________________________________________________________________

Comstock Holding Companies, Inc.

(Exact name of registrant as specified in its charter)

__________________________________________________________________________


Delaware			20-1164345
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1900 Reston Metro Plaza, 10th Floor

Reston, Virginia 20190

(703) 230-1985

(Address, including zip code, and telephone number, including area code, of principal executive offices)

__________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.01 par value

CHCI

Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of April 30, 2024, 9,604,658 shares of Class A common stock, par value $0.01 per share, and 220,250 shares of Class B common stock, par value $0.01 per share, of the registrant were outstanding.

TABLE OF CONTENTS

COMSTOCK HOLDING COMPANIES, INC.

Form 10-Q

For the Quarter Ended March 31, 2024

TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	1

	Condensed Consolidated Balance Sheets	1

	Condensed Consolidated Statements of Operations	2

	Condensed Consolidated Statements of Changes in Stockholders’ Equity	3

	Condensed Consolidated Statements of Cash Flows	4

	Notes to Condensed Consolidated Financial Statements	5

Item 2.	Management's Discussion and Analysis of Financial Condition	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	21

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	22

Item 6.	Exhibits	23

SIGNATURES		24

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

COMSTOCK HOLDING COMPANIES, INC.

Condensed Consolidated Balance Sheets

(Unaudited; in thousands, except per share data)


	March 31,		December 31,
	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	16,222	$	18,788
Accounts receivable, net	387		496
Accounts receivable - related parties	4,862		4,749
Prepaid expenses and other current assets	609		353
Total current assets	22,080		24,386
Fixed assets, net	608		478
Intangible assets	144		144
Leasehold improvements, net	82		89
Investments in real estate ventures	6,328		7,077
Operating lease assets	6,575		6,790
Deferred income taxes, net	10,675		10,885
Deferred compensation plan assets	324		53
Other assets	30		37
Total assets	$	46,846	$	49,939

Liabilities and Stockholders' Equity
Current liabilities:
Accrued personnel costs	$	778	$	4,681
Accounts payable and accrued liabilities	898		838
Current operating lease liabilities	871		854
Total current liabilities	2,547		6,373
Deferred compensation plan liabilities	324		77
Operating lease liabilities	6,047		6,273
Total liabilities	8,918		12,723
Commitments and contingencies (Note 6)
Stockholders' equity:
Class A common stock; $0.01 par value; 59,780 shares authorized; 9,690 issued and 9,605 outstanding as of March 31, 2024; 9,525 issued and 9,440 outstanding as of December 31, 2023	96		94
Class B common stock; $0.01 par value; 220 shares authorized, issued, and outstanding as of March 31, 2024 and December 31, 2023	2		2
Additional paid-in capital	201,912		202,112
Treasury stock, at cost (86 shares of Class A common stock)	(2,662)		(2,662)
Accumulated deficit	(161,420)		(162,330)
Total stockholders' equity	37,928		37,216
Total liabilities and stockholders' equity	$	46,846	$	49,939

See accompanying Notes to Condensed Consolidated Financial Statements.

TABLE OF CONTENTS

COMSTOCK HOLDING COMPANIES, INC.

Condensed Consolidated Statements of Operations

(Unaudited; in thousands, except per share data)


	Three Months Ended March 31,
		2024		2023
Revenue		$	10,638	$	10,275
Operating costs and expenses:
Cost of revenue		8,885		8,323
Selling, general, and administrative		535		564
Depreciation and amortization		68		67
Total operating costs and expenses		9,488		8,954
Income (loss) from operations		1,150		1,321
Other income (expense):
Interest income		141		—
Gain (loss) on real estate ventures		(193)		(411)
Other income (expense), net		22		—
Income (loss) from operations before income tax		1,120		910
Provision for (benefit from) income tax		210		156
Net income (loss)		$	910	$	754

Weighted-average common stock outstanding:
Basic		9,794		9,583
Diluted		10,169		10,069

Net income (loss) per share:
Basic		$	0.09	$	0.08
Diluted		$	0.09	$	0.07

See accompanying Notes to Condensed Consolidated Financial Statements.

TABLE OF CONTENTS

COMSTOCK HOLDING COMPANIES, INC.

Condensed Consolidated Statements of Changes in Stockholders' Equity

(Unaudited; in thousands)


	Class A			Class B
	Common Stock			Common Stock					Treasury		Accumulated
	Shares	Amount		Shares	Amount		APIC		stock		deficit		Total
Three Months Ended March 31, 2024
Balance as of December 31, 2023	9,525	$	94	220	$	2	$	202,112	$	(2,662)	$	(162,330)	$	37,216
Issuance of common stock, net of shares withheld for taxes	165	2		—	—		(446)		—		—		(444)
Stock-based compensation	—	—		—	—		246		—		—		246
Net income (loss)	—	—		—	—		—		—		910		910
Balance as of March 31, 2024	9,690	$	96	220	$	2	$	201,912	$	(2,662)	$	(161,420)	$	37,928

















Three Months Ended March 31, 2023
Balance as of December 31, 2022	9,337	$	93	220	$	2	$	201,535	$	(2,662)	$	(170,114)	$	28,854
Issuance of common stock, net of shares withheld for taxes	141	1		—	—		(294)		—		—		(293)
Stock-based compensation	—	—		—	—		238		—		—		238
Net income (loss)	—	—		—	—		—		—		754		754
Balance as of March 31, 2023	9,478	$	94	220	$	2	$	201,479	$	(2,662)	$	(169,360)	$	29,553

See accompanying Notes to Condensed Consolidated Financial Statements

TABLE OF CONTENTS

COMSTOCK HOLDING COMPANIES, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited; in thousands)


	Three Months Ended March 31,
	2024		2023
Operating Activities
Net income (loss)	$	910	$	754
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	68		67
Stock-based compensation	246		238
(Gain) loss on real estate ventures	193		411

Deferred income taxes	210		156
Accrued interest income	(48)		—

(Gain) loss on deferred compensation plan	(1)		—
Changes in operating assets and liabilities:
Accounts receivable	(4)		(273)
Prepaid expenses and other current assets	(208)		(192)
Accrued personnel costs	(3,903)		(3,965)
Accounts payable and accrued liabilities	61		225
Deferred compensation plan liabilities	229		—
Other assets and liabilities	6		13
Net cash provided by (used in) operating activities	(2,241)		(2,566)

Investing Activities
Investments in real estate ventures	(23)		(33)
Distributions from real estate ventures	586		334
Purchase of deferred compensation plan securities	(253)		—
Purchase of fixed assets/leasehold improvements/intangibles	(191)		(104)
Net cash provided by (used in) investing activities	119		197

Financing Activities
Payment of taxes related to the net share settlement of equity awards	(444)		(294)
Net cash provided by (used in) financing activities	(444)		(294)

Net increase (decrease) in cash and cash equivalents	(2,566)		(2,663)
Cash and cash equivalents, beginning of period	18,788		11,722
Cash and cash equivalents, end of period	$	16,222	$	9,059

Supplemental Cash Flow Information
Net cash paid (received) for:
Interest	$	(93)	$	—
Income taxes	—		—

See accompanying Notes to Condensed Consolidated Financial Statements.

TABLE OF CONTENTS

COMSTOCK HOLDING COMPANIES, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited; in thousands except per share data or otherwise indicated)

1. Company Overview

Comstock Holding Companies, Inc. ("Comstock" or the "Company"), founded in 1985 and incorporated in the state of Delaware in 2004, is a leading asset manager, developer, and operator of mixed-use and transit-oriented properties in the Washington, D.C. region.

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.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the requirements of the U.S. Securities and Exchange Commission (the “SEC”). As permitted, certain information and footnote disclosures have been condensed or omitted. Intercompany balances and transactions have been eliminated and certain prior period amounts have been reclassified to conform to current period presentation.

In management’s opinion, the consolidated financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s financial position and operating results. The results of operations presented in these interim condensed consolidated financial statements are unaudited and are not necessarily indicative of the results to be expected for the full fiscal year.

These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s fiscal year 2023 Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) filed with the SEC on March 21, 2024. The consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements contained in the 2023 Annual Report.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Significant items subject to such estimates include, but are not limited to, the valuation of equity method investments, incentive fee revenue recognition, and the valuation of deferred tax assets. Assumptions made in the development of these estimates contemplate both the macroeconomic landscape and the Company's anticipated results, however actual results may differ materially from these estimates.

Recent Accounting Pronouncements - Adopted

In March 2023, the FASB issued ASU 2023-01, “Leases (Topic 842) – Common Control Arrangements.” This guidance amends certain provisions of ASC 842, specifically those that apply to leasing arrangements between related parties under common control. The standard is effective for fiscal years beginning after December 15, 2023, and early adoption was permitted. The Company adopted the standard effective January 1, 2024 and determined that adoption of the standard had no material impact on its consolidated financial statements and related disclosures.

Recent Accounting Pronouncements - Not Yet Adopted

In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements – Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This guidance affects a wide variety of topics in the Codification. The effective date for each amendment will be the date on which the removal of the respective related disclosures from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improving Reportable Segment Disclosures.” This guidance is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The standard requires disclosures to include significant segment expenses that are

TABLE OF CONTENTS

regularly provided to the chief operating decision maker ("CODM"), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. The standard also requires all annual disclosures currently required by ASC Topic 280 to be included in interim periods. This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This guidance is a final standard on improvements to income tax disclosures and requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. This standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted and should be applied prospectively. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

3. Investments in Real Estate Ventures

The following table summarizes the Company's investments in real estate ventures that are recorded on the consolidated balance sheets (in thousands):



		March 31,		December 31,
Investment	Ownership %	2024		2023		Accounting Method
Investors X	50.0%	$	402	$	976	Fair Value
The Hartford	2.5%	599		610		Fair Value
BLVD Forty Four	5.0%	1,798		1,837		Fair Value
BLVD Ansel	5.0%	1,963		2,090		Fair Value
Total investments recorded at fair value		4,762		5,513
Comstock 41	100.0%	1,566		1,564		Consolidated
Total investments in real estate ventures		$	6,328	$	7,077

The Company’s maximum loss exposure on each of its investments in real estate ventures is equal to the carrying amount of the investment. Additional details on each investment are as follows:

Investors X

In April 2019, the Company entered into a master transfer agreement with CP Real Estate Services, LC (“CPRES”), an entity owned by Comstock’s Chief Executive Officer Christopher Clemente, that 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 March 31, 2024, all residential lots have been sold. The proceeds from the sales will be released as land development work associated with these projects is completed. (See Note 12 for additional information).

The Hartford

In December 2019, the Company entered into a joint venture with Comstock Partners, LC ("CP"), an entity controlled by Mr. Clemente and wholly owned by Mr. Clemente and certain family members, to acquire The Hartford Building ("The Hartford"), a Class-A office building adjacent to Clarendon Station on Metro’s Orange Line in Arlington County, Virginia. Built in 2003, the 211,000 square foot LEED gold-certified, mixed-use building is located in the premier Rosslyn-Ballston corridor. In February 2020, the Company arranged for DivcoWest to purchase a majority ownership stake in The Hartford and secured a $87.0 million loan facility from MetLife. As part of the transaction, the Company entered into asset management and property management agreements to manage the property in exchange for market-rate fees, for which it recognized $0.3 million of revenue for the three months ended March 31, 2024. Fair value of the property is determined on a quarterly basis using an income approach and sales comparable approach model. As of March 31, 2024, the Company’s ownership interest in the Hartford was 2.5%. (See Note 12 for additional information).

TABLE OF CONTENTS

BLVD Forty Four

In October 2021, the Company entered into a joint venture with CP to acquire a stabilized 15-story, luxury high-rise apartment building in Rockville, Maryland that was rebranded as BLVD Forty Four. Built in 2015 and located one block from the Rockville Station on Metro's Red Line in the heart of the I-270 Technology and Life Science Corridor, the 263-unit mixed use property includes approximately 16,000 square feet of retail and a commercial parking garage. In connection with the transaction, the Company received an acquisition fee and is entitled to receive investment related income and promote distributions in connection with its equity interest in the asset. The Company also provides asset, residential, retail and parking property management services for the property in exchange for market-rate fees, for which it recognized $0.3 million of revenue for the three months ended March 31, 2024. Fair value of the property is determined on a quarterly basis using an income approach and sales comparable approach model. As of March 31, 2024, the Company’s ownership interest in BLVD Forty Four was 5.0%. (See Note 12 for additional information).

BLVD Ansel

In March 2022, the Company entered into a joint venture with CP to acquire BLVD Ansel, a newly completed 18-story, luxury high-rise apartment building with 250 units located adjacent to the Rockville Metro Station and BLVD Forty Four in Rockville, Maryland. BLVD Ansel features approximately 20,000 square feet of retail space, 611 parking spaces, and expansive amenities including multiple private workspaces designed to meet the needs of remote-working residents. In connection with the transaction, the Company received an acquisition fee and is entitled to receive investment related income and promote distributions in connection with its equity interest in the asset. The Company also provides asset, residential, retail and parking property management services for the property in exchange for market-rate fees, for which it recognized $0.3 million of revenue for the three months ended March 31, 2024. Fair value is determined on a quarterly basis using an income approach and sales comparable approach model. As of March 31, 2024, the Company’s ownership interest in BLVD Ansel was 5.0%. (See Note 12 for additional information).

The following table below summarizes the activity of the Company’s unconsolidated investments in real estate ventures that are reported at fair value (in thousands):


Balance as of December 31, 2023	$	5,513
Investments	20
Distributions	(586)
Change in fair value	(185)
Balance as of March 31, 2024	$	4,762

Comstock 41

In December 2023, the Company completed the acquisition of an 18,150 square foot land parcel located at 41 Maryland Avenue in Rockville, Maryland (“Comstock 41”) through a wholly owned subsidiary for $1.5 million. This investment property sits adjacent to BLVD Ansel and BLVD Forty-Four and is currently a surface parking lot. Comstock 41 has existing entitlements for at least 117 dwelling units and approximately 11,000 square feet of retail space. (See Note 12 for additional information).

Other Investments

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 STS net income and distributions are recorded in gain (loss) on real estate ventures in the consolidated statements of operations and was immaterial for the three months ended March 31, 2024 and 2023.

4. Leases

The Company has operating leases for office space leased in various buildings for its own use. The Company's leases typically have terms ranging from 5 to 10 years. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. Lease costs related to the Company's operating leases are primarily reflected in "cost of revenue" in the consolidated statements of operations, as they are a reimbursable cost under the Company's respective asset management agreements. (See Note 12 for additional information).

TABLE OF CONTENTS

The following table summarizes operating lease costs, by type (in thousands):


	Three Months Ended March 31,
		2024		2023
Operating lease costs
Fixed lease costs		$	297	$	297
Variable lease costs		106		109
Total operating lease costs		$	403	$	406

The following table presents supplemental cash flow information related to the Company's operating leases (in thousands):


	Three Months Ended March 31,
		2024		2023
Cash paid for lease liabilities:
Operating cash flows from operating leases		$	398	$	389

As of March 31, 2024, the Company's operating leases had a weighted-average remaining lease term of 6.5 years and a weighted-average discount rate of 4.64%.

The following table summarizes future lease payments (in thousands):


Year Ending December 31,	Operating Leases
2024 (9 months)	$	876
2025	1,194
2026	1,222
2027	1,204
2028	1,233
Thereafter	2,336
Total future lease payments	8,065
Imputed interest	(1,147)
Total lease liabilities	$	6,918

The Company does not have any leases which have not yet commenced as of March 31, 2024.

5. Debt

In March 2020, the Company entered into a five-year Revolving Capital Line of Credit Agreement with CPRES, pursuant to which the Company secured a $10.0 million capital line of credit with a variable interest rate of the Wall Street Journal Prime Rate plus 1.00% per annum (the “Credit Facility”). As of March 31, 2024, the full balance of the Credit Facility remained available for use up through the March 19, 2025 expiration date, and the Company had no outstanding debt or financing arrangements for which future payments are due.

6. Commitments and Contingencies

The Company maintains certain non-cancelable operating leases that contain various renewal options. (See Note 4 for additional information).

The Company is subject to litigation from time to time in the ordinary course of business; however, the Company does not expect the results, if any, to have a material adverse impact on its results of operations, financial position, or liquidity. The Company records a contingent liability when it is both probable that a liability has been incurred and the amount can be reasonably estimated; however, the Company is not aware of any reasonably possible losses that would have a material impact on its results of operations, financial position, or liquidity. The Company expenses legal defense costs as they are incurred.

TABLE OF CONTENTS

7. Fair Value Disclosures

As of March 31, 2024, the carrying amount of cash and cash equivalents, accounts receivable, other current assets, and accounts payable approximated fair value because of the short-term nature of these instruments.

As of March 31, 2024, deferred compensation plan assets, which are Company-funded investments that are meant to correlate with participant-directed hypothetical investments in stock and bond mutual funds, are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held (Level 1). Corresponding deferred compensation plan liabilities reflect the fair value of the aforementioned hypothetical investments and are based on inputs derived principally from observable market data (Level 2) through their direct correlation with the deferred compensation plan assets.

As of March 31, 2024, the Company had certain equity method investments in real estate ventures that it elected to record at fair value using significant unobservable inputs (Level 3). (See Note 3 for additional information).

The Company may also value its non-financial assets and liabilities, including items such as long-lived assets, at fair value on a non-recurring basis if it is determined that impairment has occurred. Such fair value measurements typically use significant unobservable inputs (Level 3), unless a quoted market price (Level 1) or quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, or amounts derived from valuation models (Level 2) are available.

8. Stockholders' Equity

Common Stock

The Company's certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock, each with a par value of $0.01 per share. Holders of Class A common stock and Class B common stock are entitled to dividends when, as and if, declared by the Company's board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to fifteen votes per share. Shares of our Class B common stock are convertible into an equivalent number of shares of our Class A common stock upon transfer. As of March 31, 2024, the Company had not declared any dividends.

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 March 31, 2024, there were 1.3 million shares of Class A common stock available for issuance under the 2019 Plan.

During the three months ended March 31, 2024, and 2023, the Company recorded stock-based compensation expense of $0.2 million and $0.2 million, respectively. Stock-based compensation costs are included in selling, general, and administrative expense on the Company's consolidated statements of operations. As of March 31, 2024, there was $1.6 million of total unrecognized stock-based compensation, which is expected to be recognized over a weighted-average period of 2.1 years.

Restricted Stock Units

Restricted stock unit (“RSU”) awards granted to employees are subject to continued employment and generally vest in four annual installments over the four-year period following the grant dates. The Company also grants certain RSU awards to management that contain additional vesting conditions tied directly to a defined performance metric for the Company (“PSUs”). The actual number of PSUs that will vest can range from 60% to 120% of the original grant target amount, depending upon actual Company performance below or above the established performance metric targets. The Company estimates performance in relation to the defined targets when calculating the related stock-based compensation expense.

TABLE OF CONTENTS

The following table summarizes all restricted stock unit activity (in thousands, except per share data):


		RSUs Outstanding	Weighted-Average Grant Date Fair Value
	Balance as of December 31, 2023	671	$	3.42
	Granted	234	4.72
	Performance awards (1)	3	3.18
	Released	(252)	3.11
	Canceled/Forfeited	(25)	4.40
	Balance as of March 31, 2024	631	$	3.99
	Vested and expected to vest after March 31, 2024	632	3.99


(1)	Represents additional restricted stock units that vested and were released as a result of the satisfaction of a performance vesting condition.

The total intrinsic value of RSUs that vested during the three months ended March 31, 2024 and 2023 was $1.2 million and $0.9 million, respectively.

Stock Options

Non-qualified stock options generally expire 10 years after the grant date and, except under certain conditions, the options are subject to continued employment and vest in four annual installments over the four-year period following the grant dates.

The following table summarizes all stock option activity (in thousands, except per share data and time periods):


	Options Outstanding	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Balance as of December 31, 2023	116	$	3.07	3.9	$	192
Granted	—	—
Exercised	—	—
Canceled/Forfeited	—	—
Expired	—	—
Balance as of March 31, 2024	116	$	3.07	3.6	$	261
Exercisable as of March 31, 2024	116	$	3.07	3.6	$	261

There were no stock option exercises during the three months ended March 31, 2024 and 2023.

9. Revenue

All of the Company's revenue for the three months ended March 31, 2024 and 2023 was generated in the United States.

TABLE OF CONTENTS

The following tables summarize the Company’s revenue by line of business, customer type, and contract fee type (in thousands):


	Three Months Ended March 31,
		2024		2023
Revenue by Line of Business
Asset management		$	6,255	$	6,529
Property management		2,745		2,606
Parking management		1,638		1,140
Total revenue		$	10,638	$	10,275


	Three Months Ended March 31,
		2024		2023
Revenue by Customer Type
Related party		$	10,174	$	9,964
Commercial		464		311
Total revenue		$	10,638	$	10,275


		Three Months Ended March 31,
			2024		2023
	Revenue by Contract Fee Type (1)
	Fixed-price		$	1,587	$	1,745
	Cost-plus		5,332		5,514
	Variable		3,719		3,016
	Total revenue		$	10,638	$	10,275


(1)	Certain contracts contain multiple revenue streams with characteristics that lend to classification in more than one category

10. Income Taxes

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 2019, the Company had recorded valuation allowances for certain tax attributes and deferred tax assets due to the existence of sufficient uncertainty regarding the future realization of those deferred tax assets through future taxable income. Based on its recent financial performance and current forecasts of future operating results, the Company conducts a quarterly analysis to determine if it is more likely than not that a portion of the deferred tax assets related to its net operating loss carryforwards will be utilized in future periods. The Company's effective tax rate in any given period is directly impacted by the timing and magnitude of any partial valuation allowance releases.

The Company's effective tax rates for the three months ended March 31, 2024 and 2023 differ from the U.S. federal statutory tax rate of 21%, primarily due to state income taxes and the impact of stock compensation shortfall/windfall adjustments.

TABLE OF CONTENTS

11. Net Income (Loss) Per Share

The following table sets forth the calculation of basic and diluted net income (loss) per share (in thousands, except per share data):


	Three Months Ended March 31,
		2024		2023
Numerator:
Net income (loss) - Basic and Diluted		$	910	$	754

Denominator:
Weighted-average common shares outstanding - Basic		9,794		9,583
Effect of common share equivalents		375		486
Weighted-average common shares outstanding - Diluted		10,169		10,069

Net income (loss) per share:
Basic		$	0.09	$	0.08
Diluted		$	0.09	$	0.07

The following common share equivalents have been excluded from the computation of diluted net income (loss) per share because their effect was anti-dilutive (in thousands):


	Three Months Ended March 31,
		2024	2023
Restricted stock units		—	1
Stock options		6	—
Warrants		38	65

12. Related Party Transactions

Asset Management Agreements

In June 2022, CHCI Asset Management, L.C. (“CAM”), an entity wholly owned by the Company, entered into a new master asset management agreement with CP (the “2022 AMA”) that superseded in its entirety the previous asset management agreement between CAM and CPRES dated April 30, 2019 (the “2019 AMA”). Entry into the 2022 AMA was unanimously approved by the independent directors of the Company.

Consistent with the structure of the 2019 AMA, the 2022 AMA engages CAM to manage and administer CP’s commercial real estate portfolio (the "Anchor Portfolio") and the day to-day operations of CP and each property-owning subsidiary of CP (collectively, the “CP Entities”). CAM will provide investment advisory, development, and asset management services necessary to build out, stabilize and manage the Anchor Portfolio, which currently consists primarily of two of the larger transit-oriented, mixed-use developments located on Washington D.C. Metro’s Silver Line (Reston Station and Loudoun Station) that are owned by CP Entities and ultimately controlled by Mr. Clemente.

Pursuant to the fee structures set forth in the 2022 AMA, CAM is entitled to receive an annual payment equal to the greater of the "Cost-Plus Fee" or the "Market Rate Fee". The Cost-Plus Fee is equal to the sum of (i) the comprehensive costs incurred by or for providing services to the Anchor Portfolio, (ii) the costs and expenses of the Company related to maintaining the listing of its shares on a securities exchange and complying with regulatory and reporting obligations of a public company, and (iii) a fixed annual payment of $1.0 million. The Market Rate Fee calculation is defined in the 2022 AMA as the sum of the fees detailed in the following table:

TABLE OF CONTENTS


Description			2022 AMA Fees
Asset Management Fee			2.5% of Anchor Portfolio revenue
Entitlement Fee			15% of total re-zoning costs
Development and Construction Fee			5% of development costs (excluding previously charged Entitlement Fees)
Property Management Fee			1% of Anchor Portfolio revenue
Acquisition Fee			1% on first $50 million of purchase price; 0.5% above $50 million
Disposition Fee			1% on first $50 million of sale price; 0.5% above $50 million

In addition to the annual payment of either the Market Rate Fee or the Cost-Plus Fee, CAM is also entitled on an annual basis to receive certain supplemental fees, as detailed for the respective asset management agreements in the following table:


	Description	2022 AMA
	Incentive Fee	When receiving Market Rate Fee: On a mark-to-market basis, equal to 20% of the imputed profit of certain real estate assets comprising the Anchor Portfolio for which a Triggering Event(1) has occurred, after calculating a compounding preferred return of 8% on CP invested capital (the “Market Incentive Fee”) When receiving the Cost-Plus Fee: On a mark-to-market basis, an incentive fee equal to 10% of the imputed profit of certain real estate assets comprising the Anchor Portfolio for which a Triggering Event1 has occurred, after calculating a compounding preferred return of 8% on CP invested capital (the “Base Incentive Fee”)
	Investment Origination Fee	1% of raised capital
	Leasing Fee	$1/per sqft. for new leases and $0.50/per sqft. for lease renewals
	Loan Origination Fee	1% of any Financing Transaction or other commercially reasonable and mutually agreed upon fee


(1)	Triggering events are differentiated between operating assets (i.e. those already in service) and assets under development. Operating asset triggering events are scheduled for specific dates, whereas triggering events for assets under development are tied to various metrics that indicate stabilization, such as occupancy and leasing rates.

The 2022 AMA will terminate on January 1, 2035 (“Initial Term”), and will automatically renew for successive additional one year terms (each an “Extension Term”) unless CP delivers written notice of non-renewal of the 2022 AMA at least 180 days prior to the termination date of the Initial Term or any Extension Term. Twenty-four months after the effective date of the 2022 AMA, CP is entitled to terminate the 2022 AMA without cause upon 180 days advance written notice to CAM. In the event of such a termination and in addition to the payment of any accrued annual fees due and payable as of the termination date under the 2022 AMA, CP is required to pay a termination fee equal to two times the Cost-Plus Fee or Market Rate Fee paid to CAM for the calendar year immediately preceding the termination.

Residential, Commercial, and Parking Property Management Agreements

The Company entered into separate residential property management agreements with properties owned by CP Entities under which the Company receives fees to manage and operate the properties, including tenant communications, leasing of apartment units, rent collections, building maintenance and day-to-day operations, engagement and supervision of contractors and vendors providing services for the buildings, and budget preparation and oversight.

The Company entered into separate commercial property and parking management agreements with several properties owned by CP Entities under which the Company receives fees to manage and operate the office and retail portions of the properties, including tenant communications, rent collections, building maintenance and day-to-day operations, engagement and supervision of contractors and vendors providing services for the buildings, and budget preparation and oversight. These property management agreements each have initial terms of one year with successive, automatic one-year renewal terms. The Company generally receives base management fees under these agreements based upon a percentage of gross rental revenues for the portions of the buildings being managed in addition to reimbursement of specified expenses, including employment expenses of personnel employed by the Company in the management and operation of each property.

TABLE OF CONTENTS

Construction Management Agreements

The Company has construction management agreements with properties owned by CP Entities under which the Company receives fees to provide certain construction management and supervision services, including management of tenant buildouts and casualty event remediation and restoration. The Company typically receives a construction management fee that is set forth in the applicable tenant’s lease or executed work authorization and based on a percentage of the total costs (or total hard costs) of the project.

Lease Procurement Agreements

The Company has lease procurement agreements with properties owned by CP Entities under which the Company receives certain finders' fees in connection with the procurement of new leases for such properties where an external broker is not engaged on behalf of the CP Entities. Such leasing fees are supplemental to the fees generated from the Company's management agreements referenced above and are generally 1-2% of the future lease payments to be received by the CP Entity from the executed lease.

Business Management Agreements

On April 30, 2019, CAM entered into a Business Management Agreement with Investors X, whereby CAM provides Investors X with asset and professional services related to the wind down of the Company’s divested homebuilding operations and the continuation of services related to the Company’s divested land development activities. The aggregate fee payable to CAM from Investors X under the Business Management Agreement, which ended on December 31, 2022, was $0.9 million payable in 15 quarterly installments of $0.1 million each. The Company considers Investors X to be a variable interest entity over which it does not have the power to direct activities that most significantly impact economic performance, therefore it is not the primary beneficiary of Investors X and does not have to consolidate the entity into its financial results. (See Note 3 for additional information).

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. On January 1, 2023, a successor contract for the BC Management Agreement was executed by DCS Real Estate Investments, LC, an entity controlled by a member of CP. The BC Management Agreement is structured in successive renewable one-year terms. The BC Management Agreement provides that DCS Real Estate Investments, LC will pay CAM an annual management fee equal to $0.4 million, payable in equal monthly installments and will reimburse CAM for certain expenses.

On February 1, 2024, CAM entered into a Business Management Agreement (the “SH Management Agreement”) with Springfield Holdings, LLC (“Springfield”), an entity controlled by a member of CP, whereby CAM provides Springfield with professional management and consultation on land development and real estate transactions for a residential community located in Ranson, West Virginia. The initial term of the SH Management Agreement expires on December 31, 2024 with automatic one-year renewals. The SH Management Agreement provides that Springfield will reimburse CAM for certain immaterial title, survey, and architectural expenses at cost.

The Hartford

In December 2019, the Company made an investment related to the purchase of The Hartford, a stabilized commercial office building located at 3101 Wilson Boulevard in the Clarendon area of Arlington, Virginia. In conjunction with the investment, the Company entered into an operating agreement with CP to form Comstock 3101 Wilson, LC, to purchase The Hartford. Pursuant to the Operating Agreement, the Company held a minority membership interest of The Hartford and the remaining membership interests of The Hartford are held by CP.

In February 2020, the Company, CP and DWF VI 3101 Wilson Member, LLC (“DWF”), an unaffiliated, third party, equity investor in the Hartford, entered into a limited liability company agreement (the “DWC Operating Agreement”) to form DWC 3101 Wilson Venture, LLC (“DWC”) to, among other things, acquire, own and hold all interests in The Hartford. In furtherance thereof, on February 7, 2020, the Original Operating Agreement was amended and restated (the “A&R Operating Agreement”) to memorialize the Company’s and CP’s assignment of 100% of its membership interests in The Hartford to DWC. As a result thereof, DWC is the sole member of the Hartford Owner. The Company and CP, respectively, hold minority membership interests in, and DWF holds the majority membership interest in, DWC. (See Note 3 for additional information).

BLVD Forty Four/BLVD Ansel

In October 2021 and March 2022, the Company entered into joint ventures with CP to acquire BLVD Forty Four and BLVD Ansel, respectively, two adjacent mixed-use luxury high-rise apartment buildings located near the Rockville Metro Station in

TABLE OF CONTENTS

Rockville, Maryland. The Company considers BLVD Forty Four and BLVD Ansel to be variable interest entities upon which it exercises significant influence; however, considering key factors such as the Company’s ownership interest and participation in policy-making decisions by majority equity holders, and oversight of management services by majority equity holders, the Company concluded that the power to direct activities that most significantly impact economic performance is shared. Given that the Company is not the entity most closely associated with the properties, it concluded that it is not the primary beneficiary and does not have a controlling financial interest in either property. (See Note 3 for additional information).

In conjunction with the acquisition of Comstock 41, the Company entered into an amendment to the existing asset management agreement with CP to introduce an acquisition pursuit fee of $0.1 million and contingent entitlement success fee to pursue potential relocation of moderately-priced dwelling units ("MPDUs") from BLVD Forty Four to Comstock 41. The acquisition pursuit fee was earned and recognized as revenue for the year ended December 31, 2023, upon the completion of the Comstock 41 acquisition. The entitlement success fee, if earned, will equal 25% of the economic value created by the relocation of the MPDUs (subject to reasonable agreed upon changes at the time of the calculation) and due upon approval of a finalized amendment to the existing project development plan by local government agencies. (See Note 3 for additional information).

Corporate Leases

In November 2020, the Company relocated its corporate headquarters to office space owned and controlled by its Chief Executive Officer Christopher Clemente and his family, pursuant to a ten-year lease agreement. In November 2022, the Company executed a 3,778 square foot lease expansion agreement with terms that align with the original agreement. In January 2022, ParkX Management, LC, a subsidiary of the Company, entered into a separate five-year lease agreement with an affiliate controlled and owned by Mr. Clemente and his family to host ParkX's specialized remote monitoring center operations. (See Note 4 for additional information).

TABLE OF CONTENTS

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and the notes thereto and Management’s Discussion and Analysis included in our 2023 Annual Report on Form 10-K and our Condensed Consolidated Financial Statements and the notes thereto included elsewhere in this document. Unless otherwise indicated, references to “2024” refer to the three months ended March 31, 2024 and references to “2023” refer to the three months ended March 31, 2023. The following discussion may contain forward-looking statements that reflect our plans and expectations. Our actual results could differ materially from those anticipated by these forward-looking statements. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect the occurrence of events or circumstances after the date of such statements except as required by law.

Overview

We are a leading asset manager, developer, and operator of mixed-use and transit-oriented properties in the Washington, D.C. region. We have become the area’s premier real estate service company by creating extraordinary places, delivering exceptional experiences, and generating excellent results for all stakeholders.

We provide a comprehensive suite of real estate services to our asset-owning clients, including asset management, property management, development and construction management, and more. Our client base is composed primarily of institutional real estate investors, high net worth family offices, financial institutions, and governmental bodies seeking to develop real estate they own through public-private partnerships. We employ a talented staff of real estate professionals that are led by our seasoned management team and are tasked with delivering high-quality services to the premium, strategically located assets in our managed portfolio.

We primarily operate under long-term asset management and property management agreements that provide recurring fee-based revenue streams. Our asset management services platform is anchored by a long-term, full-service asset management agreement with an affiliate that includes a cost-plus fee structure and covers all of the properties in our Anchor Portfolio (the "2022 AMA" - see below for additional details). As a vertically integrated real estate services company, we perform all property management services through three wholly owned subsidiaries: CHCI Commercial, CHCI Residential, and ParkX Management ("ParkX"). All properties included in our managed portfolio have entered into property management agreements with our operational subsidiaries that provide for market-rate fees related to our services.

Our asset-light, debt-free business model allows us to substantially mitigate risks that are typically associated with real estate development and operation. The fee-based approach we have adopted helps drive consistent, predictable top-line growth and provides us with a streamlined balance sheet that grants us maximum flexibility to explore potential growth opportunities outside of our core business operations.

We distinguish ourselves from industry peers through an established standard of excellence that extends from who we hire to how we deliver our broad suite of real estate services. We are able maintain this high standard because We Show Up - every day, in person, in a collaborative environment that is structured to deliver on our mission to make a difference for our customers, our stakeholders, and in the communities that we serve.

Managed Portfolio

The following table summarizes the operating assets that are included in our managed portfolio:

Type

# of Assets

Size/Scale

% Leased

Commercial(1)

2.3 million sqft.

82%

Residential

1.8 million sqft. / ~1,700 units

96%

ParkX - Garages

~20,000 spaces

ParkX - Security & Other

~1,500 hrs/week

Total

(1)

% leased reflects Q124 delivery new office tower located in The Row at Reston Station. Excluding this newly delivered property, the % leased for the Commercial portfolio is 93%.

TABLE OF CONTENTS

In addition, we manage the following assets that are under construction and scheduled for delivery in the next 12 to 24 months:

•2 commercial assets that represent approximately 266,000 square feet;

•1 residential asset with 420 units representing approximately 430,000 square feet;

•1 JW Marriott-branded hotel/condominium with 243 keys and 94 residential units representing a total of approximately 520,000 square feet; and

•1 commercial parking garages with approximately 1,300 spaces.

Our development pipeline currently includes 5 commercial assets that represent approximately 1.5 million square feet, 6 residential assets with 2,599 units that represent approximately 2.8 million square feet, and 1 hotel that will include 140 keys. At full build out, our managed portfolio of assets is currently projected to total 82 assets representing nearly 10 million square feet.

The following tables provide further details on the assets that comprise our managed portfolio:


Anchor Portfolio
Name	Status	Description
Reston Station	Operating + Under Construction + In Development	Among the largest mixed-use, transit-oriented developments in the Washington, D.C. region, covering nearly 90 acres spanning the Dulles Toll Road and surrounding the Wiehle Reston-East Metro Station and strategically located mid-way between Tysons, Va. and Dulles International Airport on Metro's Silver Line (Fairfax County, Va.)
Loudoun Station	Operating + In Development	Loudoun County’s first fully integrated mixed-use, transit-oriented development located at the terminus station, Metro's Ashburn Station on the Silver Line in Ashburn, Va (Loudoun County, Va.)
Herndon Station	In Development	Located in the Historic Downtown District of the Town of Herndon, Va., this planned mixed-use development is subject of a public-private partnership with the Town of Herndon


Other Portfolio Assets
Name	Status	Description
The Hartford	Operating	Acquired in 2019, this 211,000 square foot mixed-use building is located adjacent to the Clarendon Station on Metro's Orange Line and is the subject of a joint venture with DivcoWest and Comstock Partners, LC. The premier office tower in the Ballston Corridor submarket of Arlington County, Va.
BLVD Forty Four	Operating	Acquired in 2021, this 15-story, mixed-use 250-unit, luxury high-rise apartment tower is located adjacent to BLVD Ansel and just 1 block from the Rockville Station on Metro’s Red Line in Rockville, Md (Montgomery County) and is the subject of a joint venture with Comstock Partners, LC. The two-building complex is the premier residential offering in Rockville Town Center.
BLVD Ansel	Operating	Acquired in 2022, this 18-story, mixed-use 250-unit, luxury high-rise apartment tower is located adjacent to BLVD Forty Four and just 1 block from the Rockville Station on Metro’s Red Line in Rockville, Md (Montgomery County) and is the subject of a joint venture with Comstock Partners, LC. The two-building complex is the premier residential offering in Rockville Town Center.
Comstock 41	Operating	Acquired in 2023, this 18,150 square foot parcel located at 41 Maryland Ave. in Rockville, Md. and is adjacent to BLVD Forty Four; currently a surface parking lot operated by ParkX Management, LC; provides an excellent opportunity for significant value enhancement through by-right entitlements for approximately 117 residential units
Investors X	Operating	Investment in Comstock Investors X, LC that owns legacy homebuilding assets that are currently being monetized through market-rate sales expected to be completed in 2024
Parking	Operating	Commercial parking garages & spaces managed by ParkX Management, LC located at affiliated properties and third-party locations

Comstock 41 - Additional Information

Given its proximity to BLVD 44, we plan to explore rezoning opportunities at Comstock 41 that would allow for potential relocation of moderately-priced dwelling units from BLVD 44 to Comstock 41 as well as utilization of excess parking capacity at both BLVD 44 and BLVD Ansel. In conjunction with the acquisition, we entered into a contingent fee agreement with BLVD 44 should these pursuits prove successful (See Note 12 in the Notes to Condensed Consolidated Financial Statements for additional information).

TABLE OF CONTENTS

We intend to maintain a limited financial role in any future development activities that may occur at this site and plan to only offer fee-based development and asset management services to any affiliate or suitable third-party financial sponsor of any potential future developments.

Outlook

Our management team is committed to executing our goal to provide exceptional experiences to those we do business with while maximizing shareholder value. We believe that we are properly staffed for current market conditions and the foreseeable future and feel that we will maintain the ability to manage risk and pursue opportunities for additional growth as market conditions warrant. Our real estate development and asset management operations are primarily focused on the greater Washington, D.C. area, where we believe our decades of experience provides us with the best opportunity to continue developing, managing, and investing in high-quality real estate assets and capitalizing on positive growth trends.

We aspire to be among the most admired real estate asset managers, operators, and developers by creating extraordinary places, providing exceptional experiences, and generating excellent results for all stakeholders. Our commitment to this mission drives our ability to expand our managed portfolio of assets, grow revenue, and deliver value to our shareholders.

Results of Operations

The following tables set forth consolidated statement of operations data for the periods presented (in thousands):


	Three Months Ended March 31,
		2024		2023
Revenue		$	10,638	$	10,275
Operating costs and expenses:
Cost of revenue		8,885		8,323
Selling, general, and administrative		535		564
Depreciation and amortization		68		67
Total operating costs and expenses		9,488		8,954
Income (loss) from operations		1,150		1,321
Other income (expense):
Interest income		141		—
Gain (loss) on real estate ventures		(193)		(411)
Other income (expense), net		22		—
Income (loss) from operations before income tax		1,120		910
Provision for (benefit from) income tax		210		156
Net income (loss)		$	910	$	754

Comparison of the Three Months Ended March 31, 2024 and 2023

Revenue

The following table summarizes revenue by line of business (in thousands):


	Three Months Ended March 31,
	2024				2023				Change
	Amount		%		Amount		%		$		%
Asset management	$	6,255	58.8	%	$	6,529	63.5	%	$	(274)	(4.2)	%
Property management	2,745		25.8	%	2,606		25.4	%	139		5.3	%
Parking management	1,638		15.4	%	1,140		11.1	%	498		43.7	%
Total revenue	$	10,638	100.0	%	$	10,275	100.0	%	$	363	3.5	%

Revenue increased 3.5% in 2024. The $0.4 million comparative increase was primarily driven by the continued expansion of our managed portfolio that included 20 additional assets in 2024, driving a $0.5 million, or 44.5%, increase in recurring property management fee-based revenue and a corresponding $0.2 million increase in reimbursable staffing charges. Partially offsetting the revenue increase was a $0.3 million net decrease in supplemental revenue driven by significant finders' fees associated with 2023 leasing activity.

TABLE OF CONTENTS

Operating costs and expenses

The following table summarizes operating costs and expenses (in thousands):


	Three Months Ended March 31,				Change
	2024		2023		$		%
Cost of revenue	$	8,885	$	8,323	$	562	6.8	%
Selling, general, and administrative	535		564		(29)		(5.1)	%
Depreciation and amortization	68		67		1		1.5	%
Total operating costs and expenses	$	9,488	$	8,954	$	534	6.0	%

Operating costs and expenses increased 6.0% in 2024. The $0.5 million increase was primarily due to a $0.3 million net increase in personnel expenses stemming from increased headcount and employee compensation, as well as other minor increases in billable costs that stem from our overall managed portfolio growth.

Other income (expense)

The following table summarizes other income (expense) (in thousands):


	Three Months Ended March 31,				Change
	2024		2023		$		%
Interest income	$	141	$	—	$	141	N/M
Gain (loss) on real estate ventures	(193)		(411)		218		(53.0)	%
Other income (expense), net	22		—		22		N/M
Total other income (expense)	$	(30)	$	(411)	$	381	N/M

Other income (expense) changed by $0.4 million in 2024, primarily due to a $0.2 million improvement in mark-to-market valuation impacts from equity method investments in real estate ventures and a $0.1 million increase in interest income stemming from interest earned on money market sweep accounts that were not active in 2023.

Income taxes

Provision for income tax was $0.2 million in both 2024 and 2023. The effective tax rates for the three months ended March 31, 2024 and 2023 differ from the U.S. federal statutory tax rate of 21% primarily due to state income taxes and the impact of stock compensation shortfall/windfall adjustments.

Non-GAAP Financial Measures

To provide investors with additional information regarding our financial results, we prepare certain financial measures that are not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), specifically Adjusted EBITDA.

We define Adjusted EBITDA as net income (loss) from continuing operations, excluding the impact of interest expense (net of interest income), income taxes, depreciation and amortization, stock-based compensation, and gain (loss) on equity method investments.

We use Adjusted EBITDA to evaluate financial performance, analyze the underlying trends in our business and establish operational goals and forecasts that are used when allocating resources. We expect to compute Adjusted EBITDA consistently using the same methods each period.

We believe Adjusted EBITDA is a useful measure because it permits investors to better understand changes over comparative periods by providing financial results that are unaffected by certain non-cash items that are not considered by management to be indicative of our operational performance.

While we believe that Adjusted EBITDA is useful to investors when evaluating our business, it is not prepared and presented in accordance with GAAP, and therefore should be considered supplemental in nature. Adjusted EBITDA should not be considered in isolation, or as a substitute, for other financial performance measures presented in accordance with GAAP. Adjusted EBITDA may differ from similarly titled measures presented by other companies.

TABLE OF CONTENTS

The following table presents a reconciliation of net income (loss), the most directly comparable financial measure as measured in accordance with GAAP, to Adjusted EBITDA (in thousands):


	Three Months Ended March 31,
		2024		2023
Net income (loss)		$	910	$	754
Interest income		(141)		—
Income taxes		210		156
Depreciation and amortization		68		67
Stock-based compensation		246		238
(Gain) loss on real estate ventures		193		411
Adjusted EBITDA		$	1,486	$	1,626

The $0.1 million decrease in Adjusted EBITDA is primarily driven by higher supplemental revenue from leasing finders' fees in 2023, partially offset by an increase in recurring fee-based property management revenue in the current period.

Liquidity and Capital Resources

Liquidity is defined as the current amount of readily available cash and the ability to generate adequate amounts of cash to meet the current needs for cash. We assess our liquidity in terms of our cash and cash equivalents on hand and the ability to generate cash to fund our operating activities.

Our principal sources of liquidity as of March 31, 2024 were our cash and cash equivalents of $16.2 million and our $10.0 million of available borrowings on our credit facility.

Significant factors which could affect future liquidity include the adequacy of available lines of credit, cash flows generated from operating activities, working capital management and investments.

Our primary capital needs are for working capital obligations and other general corporate purposes, including investments and capital expenditures. Our primary sources of working capital are cash from operations and distributions from investments in real estate ventures. We have historically financed our operations with internally generated funds and, more rarely and only when necessary, borrowings from our credit facilities. (See Note 5 in the Notes to Condensed Consolidated Financial Statements for additional information). We believe we currently have adequate liquidity and availability of capital to fund our present operations.

Cash Flows

The following table summarizes our cash flows for the periods indicated (in thousands):


	Three Months Ended March 31,
	2024		2023		Change ($)
Net cash provided by (used in) operating activities	$	(2,241)	$	(2,566)	$	325
Net cash provided by (used in) investing activities	119		197		(78)
Net cash provided by (used in) financing activities	(444)		(294)		(150)
Net increase (decrease) in cash and cash equivalents	$	(2,566)	$	(2,663)	$	97

Operating Activities

The $0.3 million decrease in net cash used in operating activities was primarily driven by a $0.4 million incremental cash inflow stemming from changes to our net working capital, partially offset by an immaterial decrease in net income from continuing operations after adjustments for non-cash items. The net working capital increase was primarily influenced by increased accounts receivable collections and non-qualified deferred compensation accruals, partially offset by a comparative decrease in accounts payable and accrued liabilities in the current period. Our first quarter operating cash activity in both periods presented resulted in a net use of cash due to the scheduled payout of year-end bonus accruals.

TABLE OF CONTENTS

Investing Activities

The $0.1 million decrease in net cash provided investing activities was primarily driven by a $0.3 million increase in purchases of securities to fund non-qualified deferred compensation plan liabilities and a $0.1 million increase in purchases of fixed assets, partially offset by a $0.3 million increase in distributions received from investments in real estate ventures.

Financing Activities

The $0.2 million increase in net cash used in financing activities was primarily driven by a $0.2 million increase in cash paid for taxes related to the net share settlement of equity awards.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of March 31, 2024, management, including the CEO and CFO, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)).

Based on that evaluation, management, including the CEO and CFO, concluded that as of March 31, 2024, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. We maintain a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States.

Changes in Internal Control over Financial Reporting

There have been no material changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. We do not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met, therefore internal control over financial reporting may not prevent or detect misstatements.

TABLE OF CONTENTS

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding legal proceedings is incorporated by reference from Note 6 in the Notes to Condensed Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q.

TABLE OF CONTENTS

Item 6. Exhibits

Exhibit
Number

Incorporated by Reference

Description

Form

Exhibit

Filing Date

3.1

Amended and Restated Certificate of Incorporation

10-Q

3.1

November 16, 2015

3.2

Amended and Restated Bylaws

10-K

3.2

March 31, 2005

3.3

Certificate of Designation of Series C Non-Convertible Preferred Stock of Comstock Holding Companies, Inc., filed with the Secretary of the State of Delaware on March 22, 2017

8-K

3.1

March 28, 2017

3.4

Certificate of Amendment of Certificate of Designation of Series C Non-Convertible Preferred Stock of Comstock Holding Companies, Inc. filed with the Secretary of State of the State of Delaware on February 15, 2019

8-K

3.2

February 19, 2019

3.5

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Comstock Holding Companies, Inc.

8-K

3.1

February 19, 2019

4.1

Specimen Stock Certificate

S-1

4.1

August 13, 2004

4.2

Description of Capital Stock

10-K

4.2

March 31, 2022

31.1*

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1‡

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

‡ Furnished herewith

Pursuant to Rule 405 of Regulation S-T, the following interactive data files formatted in Inline Extensible Business Reporting Language (iXBRL) are attached as Exhibit 101 to this Quarterly Report on Form 10-Q:


(i)			Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023;
(ii)			Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023;
(iii)			Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2024 and 2023;
(iv)			Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023; and
(v)			Notes to Condensed Consolidated Financial Statements.

TABLE OF CONTENTS

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	COMSTOCK HOLDING COMPANIES, INC.

Date: May 14, 2024	By:	/s/ CHRISTOPHER CLEMENTE
		Christopher Clemente Chairman and Chief Executive Officer

Date: May 14, 2024	By:	/s/ CHRISTOPHER GUTHRIE
		Christopher Guthrie Chief Financial Officer

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a),

as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Christopher Clemente, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Comstock Holding Companies, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 14, 2024						/s/ CHRISTOPHER CLEMENTE
						Christopher Clemente Chairman and Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a),

as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Christopher Guthrie, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Comstock Holding Companies, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 14, 2024			/s/ CHRISTOPHER GUTHRIE
			Christopher Guthrie Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Exhibit 32.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Comstock Holding Companies, Inc. (the “Company”) for the period ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of Christopher Clemente, Chairman and Chief Executive Officer of the Company, and Christopher Guthrie, Executive Vice President and Chief Financial Officer of the Company, certifies, to his best knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: May 14, 2024						/s/ CHRISTOPHER CLEMENTE
						Christopher Clemente Chairman and Chief Executive Officer

Date: May 14, 2024						/s/ CHRISTOPHER GUTHRIE
						Christopher Guthrie Executive Vice President and Chief Financial Officer

The foregoing certifications are not deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	Apr. 30, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	1-32375
Entity Registrant Name	Comstock Holding Companies, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-1164345
Entity Address, Address Line One	1900 Reston Metro Plaza
Entity Address, Address Line Two	10th Floor
Entity Address, City or Town	Reston
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20190
City Area Code	703
Local Phone Number	230-1985
Title of 12(b) Security	Class A Common Stock, $0.01 par value
Trading Symbol	CHCI
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001299969
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Common Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		9,604,658
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		220,250

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 16,222	$ 18,788
Prepaid expenses and other current assets	609	353
Total current assets	22,080	24,386
Fixed assets, net	608	478
Intangible assets	144	144
Leasehold improvements, net	82	89
Investments in real estate ventures	6,328	7,077
Operating lease assets	6,575	6,790
Deferred income taxes, net	10,675	10,885
Deferred compensation plan assets	324	53
Other assets	30	37
Total assets	46,846	49,939
Current liabilities:
Accrued personnel costs	778	4,681
Accounts payable and accrued liabilities	898	838
Current operating lease liabilities	871	854
Total current liabilities	2,547	6,373
Deferred compensation plan liabilities	324	77
Operating lease liabilities	6,047	6,273
Total liabilities	8,918	12,723
Commitments and Contingencies
Stockholders' equity:
Additional paid-in capital	201,912	202,112
Treasury stock, at cost (86 shares of Class A common stock)	(2,662)	(2,662)
Accumulated deficit	(161,420)	(162,330)
Total stockholders' equity	37,928	37,216
Total liabilities and stockholders' equity	46,846	49,939
Nonrelated Party
Current assets:
Accounts receivable	387	496
Related party
Current assets:
Accounts receivable	4,862	4,749
Common Class A
Stockholders' equity:
Common stock	96	94
Common Class B
Stockholders' equity:
Common stock	$ 2	$ 2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands	Mar. 31, 2024	Dec. 31, 2023
Treasury stock (in shares)	86	86
Common Class A
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	59,780	59,780
Common stock, shares issued (in shares)	9,690	9,525
Common stock, shares outstanding (in shares)	9,605	9,440
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

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue	$ 10,638	$ 10,275
Operating costs and expenses:
Cost of revenue	8,885	8,323
Selling, general, and administrative	535	564
Depreciation and amortization	68	67
Total operating costs and expenses	9,488	8,954
Income (loss) from operations	1,150	1,321
Other income (expense):
Interest income	141	0
Gain (loss) on real estate ventures	(193)	(411)
Other income (expense), net	22	0
Income (loss) from operations before income tax	1,120	910
Provision for (benefit from) income tax	210	156
Net income (loss)	$ 910	$ 754
Weighted-average common stock outstanding:
Basic - weighted-average common stock outstanding (in shares)	9,794	9,583
Diluted - weighted-average common stock outstanding (in shares)	10,169	10,069
Net income (loss) per share:
Basic - net income (loss) per share (in dollars per share)	$ 0.09	$ 0.08
Diluted - net income (loss) per share (in dollars per share)	$ 0.09	$ 0.07

Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	APIC	Treasury Stock	Accumulated deficit	Common Class A Common Stock	Common Class B Common Stock
Beginning balance (in shares) at Dec. 31, 2022					9,337	220
Beginning balance at Dec. 31, 2022	$ 28,854	$ 201,535	$ (2,662)	$ (170,114)	$ 93	$ 2
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock, net of shares withheld for taxes ( in shares)					141
Issuance of common stock, net of shares withheld for taxes	(293)	(294)			$ 1
Stock-based compensation	238	238
Net income (loss)	754			754
Ending balance (in shares) at Mar. 31, 2023					9,478	220
Ending balance at Mar. 31, 2023	29,553	201,479	(2,662)	(169,360)	$ 94	$ 2
Beginning balance (in shares) at Dec. 31, 2023					9,525	220
Beginning balance at Dec. 31, 2023	37,216	202,112	(2,662)	(162,330)	$ 94	$ 2
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock, net of shares withheld for taxes ( in shares)					165
Issuance of common stock, net of shares withheld for taxes	(444)	(446)			$ 2
Stock-based compensation	246	246
Net income (loss)	910			910
Ending balance (in shares) at Mar. 31, 2024					9,690	220
Ending balance at Mar. 31, 2024	$ 37,928	$ 201,912	$ (2,662)	$ (161,420)	$ 96	$ 2

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating Activities
Net income (loss)	$ 910	$ 754
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	68	67
Stock-based compensation	246	238
(Gain) loss on real estate ventures	193	411
Deferred income taxes	210	156
Accrued interest income	(48)	0
(Gain) loss on deferred compensation plan	(1)	0
Changes in operating assets and liabilities:
Accounts receivable	(4)	(273)
Prepaid expenses and other current assets	(208)	(192)
Accrued personnel costs	(3,903)	(3,965)
Accounts payable and accrued liabilities	61	225
Deferred compensation plan liabilities	229	0
Other assets and liabilities	6	13
Net cash provided by (used in) operating activities	(2,241)	(2,566)
Investing Activities
Investments in real estate ventures	(23)	(33)
Distributions from real estate ventures	586	334
Purchase of deferred compensation plan securities	(253)	0
Purchase of fixed assets/leasehold improvements/intangibles	(191)	(104)
Net cash provided by (used in) investing activities	119	197
Financing Activities
Payment of taxes related to the net share settlement of equity awards	(444)	(294)
Net cash provided by (used in) financing activities	(444)	(294)
Net increase (decrease) in cash and cash equivalents	(2,566)	(2,663)
Cash and cash equivalents, beginning of period	18,788	11,722
Cash and cash equivalents, end of period	16,222	9,059
Supplemental Cash Flow Information
Interest	(93)	0
Income taxes	$ 0	$ 0

Company Overview	3 Months Ended
Company Overview	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Company Overview	Company Overview Comstock Holding Companies, Inc. ("Comstock" or the "Company"), founded in 1985 and incorporated in the state of Delaware in 2004, is a leading asset manager, developer, and operator of mixed-use and transit-oriented properties in the Washington, D.C. region. 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.

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the requirements of the U.S. Securities and Exchange Commission (the “SEC”). As permitted, certain information and footnote disclosures have been condensed or omitted. Intercompany balances and transactions have been eliminated and certain prior period amounts have been reclassified to conform to current period presentation. In management’s opinion, the consolidated financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s financial position and operating results. The results of operations presented in these interim condensed consolidated financial statements are unaudited and are not necessarily indicative of the results to be expected for the full fiscal year. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s fiscal year 2023 Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) filed with the SEC on March 21, 2024. The consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements contained in the 2023 Annual Report. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Significant items subject to such estimates include, but are not limited to, the valuation of equity method investments, incentive fee revenue recognition, and the valuation of deferred tax assets. Assumptions made in the development of these estimates contemplate both the macroeconomic landscape and the Company's anticipated results, however actual results may differ materially from these estimates. Recent Accounting Pronouncements - Adopted In March 2023, the FASB issued ASU 2023-01, “Leases (Topic 842) – Common Control Arrangements.” This guidance amends certain provisions of ASC 842, specifically those that apply to leasing arrangements between related parties under common control. The standard is effective for fiscal years beginning after December 15, 2023, and early adoption was permitted. The Company adopted the standard effective January 1, 2024 and determined that adoption of the standard had no material impact on its consolidated financial statements and related disclosures. Recent Accounting Pronouncements - Not Yet Adopted In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements – Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This guidance affects a wide variety of topics in the Codification. The effective date for each amendment will be the date on which the removal of the respective related disclosures from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improving Reportable Segment Disclosures.” This guidance is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The standard requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. The standard also requires all annual disclosures currently required by ASC Topic 280 to be included in interim periods. This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This guidance is a final standard on improvements to income tax disclosures and requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. This standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted and should be applied prospectively. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

Investments in Real Estate Ventures

3 Months Ended

Mar. 31, 2024

Equity Method Investments and Joint Ventures [Abstract]

Investments in Real Estate Ventures

The following table summarizes the Company's investments in real estate ventures that are recorded on the consolidated balance sheets (in thousands):



		March 31,		December 31,
Investment	Ownership %	2024		2023		Accounting Method
Investors X	50.0%	$	402	$	976	Fair Value
The Hartford	2.5%	599		610		Fair Value
BLVD Forty Four	5.0%	1,798		1,837		Fair Value
BLVD Ansel	5.0%	1,963		2,090		Fair Value
Total investments recorded at fair value		4,762		5,513
Comstock 41	100.0%	1,566		1,564		Consolidated
Total investments in real estate ventures		$	6,328	$	7,077

The Company’s maximum loss exposure on each of its investments in real estate ventures is equal to the carrying amount of the investment. Additional details on each investment are as follows:

Investors X

The Hartford

BLVD Forty Four

BLVD Ansel

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, 2023	$	5,513
Investments	20
Distributions	(586)
Change in fair value	(185)
Balance as of March 31, 2024	$	4,762

Comstock 41

Other Investments

Leases

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Leases

The following table summarizes operating lease costs, by type (in thousands):


	Three Months Ended March 31,
		2024		2023
Operating lease costs
Fixed lease costs		$	297	$	297
Variable lease costs		106		109
Total operating lease costs		$	403	$	406

The following table presents supplemental cash flow information related to the Company's operating leases (in thousands):


	Three Months Ended March 31,
		2024		2023
Cash paid for lease liabilities:
Operating cash flows from operating leases		$	398	$	389

As of March 31, 2024, the Company's operating leases had a weighted-average remaining lease term of 6.5 years and a weighted-average discount rate of 4.64%.

The following table summarizes future lease payments (in thousands):


Year Ending December 31,	Operating Leases
2024 (9 months)	$	876
2025	1,194
2026	1,222
2027	1,204
2028	1,233
Thereafter	2,336
Total future lease payments	8,065
Imputed interest	(1,147)
Total lease liabilities	$	6,918

The Company does not have any leases which have not yet commenced as of March 31, 2024.

Debt	3 Months Ended
Debt	Mar. 31, 2024
Debt Disclosure [Abstract]
Debt	DebtIn March 2020, the Company entered into a five-year Revolving Capital Line of Credit Agreement with CPRES, pursuant to which the Company secured a $10.0 million capital line of credit with a variable interest rate of the Wall Street Journal Prime Rate plus 1.00% per annum (the “Credit Facility”). As of March 31, 2024, the full balance of the Credit Facility remained available for use up through the March 19, 2025 expiration date, and the Company had no outstanding debt or financing arrangements for which future payments are due.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies The Company maintains certain non-cancelable operating leases that contain various renewal options. (See Note 4 for additional information). The Company is subject to litigation from time to time in the ordinary course of business; however, the Company does not expect the results, if any, to have a material adverse impact on its results of operations, financial position, or liquidity. The Company records a contingent liability when it is both probable that a liability has been incurred and the amount can be reasonably estimated; however, the Company is not aware of any reasonably possible losses that would have a material impact on its results of operations, financial position, or liquidity. The Company expenses legal defense costs as they are incurred.

Fair Value Disclosures	3 Months Ended
Fair Value Disclosures	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Fair Value Disclosures	Fair Value Disclosures As of March 31, 2024, the carrying amount of cash and cash equivalents, accounts receivable, other current assets, and accounts payable approximated fair value because of the short-term nature of these instruments. As of March 31, 2024, deferred compensation plan assets, which are Company-funded investments that are meant to correlate with participant-directed hypothetical investments in stock and bond mutual funds, are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held (Level 1). Corresponding deferred compensation plan liabilities reflect the fair value of the aforementioned hypothetical investments and are based on inputs derived principally from observable market data (Level 2) through their direct correlation with the deferred compensation plan assets. As of March 31, 2024, the Company had certain equity method investments in real estate ventures that it elected to record at fair value using significant unobservable inputs (Level 3). (See Note 3 for additional information). The Company may also value its non-financial assets and liabilities, including items such as long-lived assets, at fair value on a non-recurring basis if it is determined that impairment has occurred. Such fair value measurements typically use significant unobservable inputs (Level 3), unless a quoted market price (Level 1) or quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, or amounts derived from valuation models (Level 2) are available.

Stockholders' Equity

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stockholders' Equity

Common Stock

Stock-based Compensation

Restricted Stock Units

The following table summarizes all restricted stock unit activity (in thousands, except per share data):


		RSUs Outstanding	Weighted-Average Grant Date Fair Value
	Balance as of December 31, 2023	671	$	3.42
	Granted	234	4.72
	Performance awards (1)	3	3.18
	Released	(252)	3.11
	Canceled/Forfeited	(25)	4.40
	Balance as of March 31, 2024	631	$	3.99
	Vested and expected to vest after March 31, 2024	632	3.99


(1)	Represents additional restricted stock units that vested and were released as a result of the satisfaction of a performance vesting condition.

The total intrinsic value of RSUs that vested during the three months ended March 31, 2024 and 2023 was $1.2 million and $0.9 million, respectively.

Stock Options

The following table summarizes all stock option activity (in thousands, except per share data and time periods):


	Options Outstanding	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Balance as of December 31, 2023	116	$	3.07	3.9	$	192
Granted	—	—
Exercised	—	—
Canceled/Forfeited	—	—
Expired	—	—
Balance as of March 31, 2024	116	$	3.07	3.6	$	261
Exercisable as of March 31, 2024	116	$	3.07	3.6	$	261

There were no stock option exercises during the three months ended March 31, 2024 and 2023.

Revenue

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue

All of the Company's revenue for the three months ended March 31, 2024 and 2023 was generated in the United States.

The following tables summarize the Company’s revenue by line of business, customer type, and contract fee type (in thousands):


	Three Months Ended March 31,
		2024		2023
Revenue by Line of Business
Asset management		$	6,255	$	6,529
Property management		2,745		2,606
Parking management		1,638		1,140
Total revenue		$	10,638	$	10,275


	Three Months Ended March 31,
		2024		2023
Revenue by Customer Type
Related party		$	10,174	$	9,964
Commercial		464		311
Total revenue		$	10,638	$	10,275


		Three Months Ended March 31,
			2024		2023
	Revenue by Contract Fee Type (1)
	Fixed-price		$	1,587	$	1,745
	Cost-plus		5,332		5,514
	Variable		3,719		3,016
	Total revenue		$	10,638	$	10,275


(1)	Certain contracts contain multiple revenue streams with characteristics that lend to classification in more than one category

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes 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 2019, the Company had recorded valuation allowances for certain tax attributes and deferred tax assets due to the existence of sufficient uncertainty regarding the future realization of those deferred tax assets through future taxable income. Based on its recent financial performance and current forecasts of future operating results, the Company conducts a quarterly analysis to determine if it is more likely than not that a portion of the deferred tax assets related to its net operating loss carryforwards will be utilized in future periods. The Company's effective tax rate in any given period is directly impacted by the timing and magnitude of any partial valuation allowance releases. The Company's effective tax rates for the three months ended March 31, 2024 and 2023 differ from the U.S. federal statutory tax rate of 21%, primarily due to state income taxes and the impact of stock compensation shortfall/windfall adjustments.

Net Income (Loss) Per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

The following table sets forth the calculation of basic and diluted net income (loss) per share (in thousands, except per share data):


	Three Months Ended March 31,
		2024		2023
Numerator:
Net income (loss) - Basic and Diluted		$	910	$	754

Denominator:
Weighted-average common shares outstanding - Basic		9,794		9,583
Effect of common share equivalents		375		486
Weighted-average common shares outstanding - Diluted		10,169		10,069

Net income (loss) per share:
Basic		$	0.09	$	0.08
Diluted		$	0.09	$	0.07

The following common share equivalents have been excluded from the computation of diluted net income (loss) per share because their effect was anti-dilutive (in thousands):


	Three Months Ended March 31,
		2024	2023
Restricted stock units		—	1
Stock options		6	—
Warrants		38	65

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Asset Management Agreements


Description			2022 AMA Fees
Asset Management Fee			2.5% of Anchor Portfolio revenue
Entitlement Fee			15% of total re-zoning costs
Development and Construction Fee			5% of development costs (excluding previously charged Entitlement Fees)
Property Management Fee			1% of Anchor Portfolio revenue
Acquisition Fee			1% on first $50 million of purchase price; 0.5% above $50 million
Disposition Fee			1% on first $50 million of sale price; 0.5% above $50 million


	Description	2022 AMA
	Incentive Fee	When receiving Market Rate Fee: On a mark-to-market basis, equal to 20% of the imputed profit of certain real estate assets comprising the Anchor Portfolio for which a Triggering Event(1) has occurred, after calculating a compounding preferred return of 8% on CP invested capital (the “Market Incentive Fee”) When receiving the Cost-Plus Fee: On a mark-to-market basis, an incentive fee equal to 10% of the imputed profit of certain real estate assets comprising the Anchor Portfolio for which a Triggering Event1 has occurred, after calculating a compounding preferred return of 8% on CP invested capital (the “Base Incentive Fee”)
	Investment Origination Fee	1% of raised capital
	Leasing Fee	$1/per sqft. for new leases and $0.50/per sqft. for lease renewals
	Loan Origination Fee	1% of any Financing Transaction or other commercially reasonable and mutually agreed upon fee


(1)	Triggering events are differentiated between operating assets (i.e. those already in service) and assets under development. Operating asset triggering events are scheduled for specific dates, whereas triggering events for assets under development are tied to various metrics that indicate stabilization, such as occupancy and leasing rates.

Residential, Commercial, and Parking Property Management Agreements

Construction Management Agreements

Lease Procurement Agreements

Business Management Agreements

The Hartford

BLVD Forty Four/BLVD Ansel

Corporate Leases

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the requirements of the U.S. Securities and Exchange Commission (the “SEC”). As permitted, certain information and footnote disclosures have been condensed or omitted. Intercompany balances and transactions have been eliminated and certain prior period amounts have been reclassified to conform to current period presentation. In management’s opinion, the consolidated financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s financial position and operating results. The results of operations presented in these interim condensed consolidated financial statements are unaudited and are not necessarily indicative of the results to be expected for the full fiscal year. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s fiscal year 2023 Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) filed with the SEC on March 21, 2024. The consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements contained in the 2023 Annual Report.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Significant items subject to such estimates include, but are not limited to, the valuation of equity method investments, incentive fee revenue recognition, and the valuation of deferred tax assets. Assumptions made in the development of these estimates contemplate both the macroeconomic landscape and the Company's anticipated results, however actual results may differ materially from these estimates.
Recent Accounting Pronouncements - Adopted and Not Yet Adopted	Recent Accounting Pronouncements - Adopted In March 2023, the FASB issued ASU 2023-01, “Leases (Topic 842) – Common Control Arrangements.” This guidance amends certain provisions of ASC 842, specifically those that apply to leasing arrangements between related parties under common control. The standard is effective for fiscal years beginning after December 15, 2023, and early adoption was permitted. The Company adopted the standard effective January 1, 2024 and determined that adoption of the standard had no material impact on its consolidated financial statements and related disclosures. Recent Accounting Pronouncements - Not Yet Adopted In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements – Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This guidance affects a wide variety of topics in the Codification. The effective date for each amendment will be the date on which the removal of the respective related disclosures from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improving Reportable Segment Disclosures.” This guidance is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The standard requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. The standard also requires all annual disclosures currently required by ASC Topic 280 to be included in interim periods. This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This guidance is a final standard on improvements to income tax disclosures and requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. This standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted and should be applied prospectively. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

Investments in Real Estate Ventures (Tables)

3 Months Ended

Mar. 31, 2024

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Equity Method Investments, Group of Investment Consolidated Balance Sheet at Fair Value



		March 31,		December 31,
Investment	Ownership %	2024		2023		Accounting Method
Investors X	50.0%	$	402	$	976	Fair Value
The Hartford	2.5%	599		610		Fair Value
BLVD Forty Four	5.0%	1,798		1,837		Fair Value
BLVD Ansel	5.0%	1,963		2,090		Fair Value
Total investments recorded at fair value		4,762		5,513
Comstock 41	100.0%	1,566		1,564		Consolidated
Total investments in real estate ventures		$	6,328	$	7,077

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, 2023	$	5,513
Investments	20
Distributions	(586)
Change in fair value	(185)
Balance as of March 31, 2024	$	4,762

Leases (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Schedule of Lease Cost and Cash Flow Information

The following table summarizes operating lease costs, by type (in thousands):


	Three Months Ended March 31,
		2024		2023
Operating lease costs
Fixed lease costs		$	297	$	297
Variable lease costs		106		109
Total operating lease costs		$	403	$	406

The following table presents supplemental cash flow information related to the Company's operating leases (in thousands):


	Three Months Ended March 31,
		2024		2023
Cash paid for lease liabilities:
Operating cash flows from operating leases		$	398	$	389

Schedule of Maturities of Lease Liabilities

The following table summarizes future lease payments (in thousands):


Year Ending December 31,	Operating Leases
2024 (9 months)	$	876
2025	1,194
2026	1,222
2027	1,204
2028	1,233
Thereafter	2,336
Total future lease payments	8,065
Imputed interest	(1,147)
Total lease liabilities	$	6,918

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2024

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 Outstanding	Weighted-Average Grant Date Fair Value
	Balance as of December 31, 2023	671	$	3.42
	Granted	234	4.72
	Performance awards (1)	3	3.18
	Released	(252)	3.11
	Canceled/Forfeited	(25)	4.40
	Balance as of March 31, 2024	631	$	3.99
	Vested and expected to vest after March 31, 2024	632	3.99


(1)	Represents additional restricted stock units that vested and were released as a result of the satisfaction of a performance vesting condition.

Summary Information about Stock Option Activity

The following table summarizes all stock option activity (in thousands, except per share data and time periods):


	Options Outstanding	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Balance as of December 31, 2023	116	$	3.07	3.9	$	192
Granted	—	—
Exercised	—	—
Canceled/Forfeited	—	—
Expired	—	—
Balance as of March 31, 2024	116	$	3.07	3.6	$	261
Exercisable as of March 31, 2024	116	$	3.07	3.6	$	261

Revenue (Tables)

3 Months Ended

Mar. 31, 2024

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 fee type (in thousands):


	Three Months Ended March 31,
		2024		2023
Revenue by Line of Business
Asset management		$	6,255	$	6,529
Property management		2,745		2,606
Parking management		1,638		1,140
Total revenue		$	10,638	$	10,275


	Three Months Ended March 31,
		2024		2023
Revenue by Customer Type
Related party		$	10,174	$	9,964
Commercial		464		311
Total revenue		$	10,638	$	10,275


		Three Months Ended March 31,
			2024		2023
	Revenue by Contract Fee Type (1)
	Fixed-price		$	1,587	$	1,745
	Cost-plus		5,332		5,514
	Variable		3,719		3,016
	Total revenue		$	10,638	$	10,275


(1)	Certain contracts contain multiple revenue streams with characteristics that lend to classification in more than one category

Net Income (Loss) Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Summary of Earnings Per Share, Basic and Diluted

The following table sets forth the calculation of basic and diluted net income (loss) per share (in thousands, except per share data):


	Three Months Ended March 31,
		2024		2023
Numerator:
Net income (loss) - Basic and Diluted		$	910	$	754

Denominator:
Weighted-average common shares outstanding - Basic		9,794		9,583
Effect of common share equivalents		375		486
Weighted-average common shares outstanding - Diluted		10,169		10,069

Net income (loss) per share:
Basic		$	0.09	$	0.08
Diluted		$	0.09	$	0.07

Summary of Shares Equivalents Excluded from Dilutive Share Computation

The following common share equivalents have been excluded from the computation of diluted net income (loss) per share because their effect was anti-dilutive (in thousands):


	Three Months Ended March 31,
		2024	2023
Restricted stock units		—	1
Stock options		6	—
Warrants		38	65

Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2024

Schedule of Market Rate Fee

The Market Rate Fee calculation is defined in the 2022 AMA as the sum of the fees detailed in the following table:


Description			2022 AMA Fees
Asset Management Fee			2.5% of Anchor Portfolio revenue
Entitlement Fee			15% of total re-zoning costs
Development and Construction Fee			5% of development costs (excluding previously charged Entitlement Fees)
Property Management Fee			1% of Anchor Portfolio revenue
Acquisition Fee			1% on first $50 million of purchase price; 0.5% above $50 million
Disposition Fee			1% on first $50 million of sale price; 0.5% above $50 million

Schedule of Supplemental Fees


	Description	2022 AMA
	Incentive Fee	When receiving Market Rate Fee: On a mark-to-market basis, equal to 20% of the imputed profit of certain real estate assets comprising the Anchor Portfolio for which a Triggering Event(1) has occurred, after calculating a compounding preferred return of 8% on CP invested capital (the “Market Incentive Fee”) When receiving the Cost-Plus Fee: On a mark-to-market basis, an incentive fee equal to 10% of the imputed profit of certain real estate assets comprising the Anchor Portfolio for which a Triggering Event1 has occurred, after calculating a compounding preferred return of 8% on CP invested capital (the “Base Incentive Fee”)
	Investment Origination Fee	1% of raised capital
	Leasing Fee	$1/per sqft. for new leases and $0.50/per sqft. for lease renewals
	Loan Origination Fee	1% of any Financing Transaction or other commercially reasonable and mutually agreed upon fee


(1)	Triggering events are differentiated between operating assets (i.e. those already in service) and assets under development. Operating asset triggering events are scheduled for specific dates, whereas triggering events for assets under development are tied to various metrics that indicate stabilization, such as occupancy and leasing rates.

Company Overview (Details)	Mar. 31, 2024 subsidiary
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of subsidiaries	4

Investments in Real Estate Ventures - Schedule of Equity Method Investments, Group of Investment Consolidated Balance Sheet at Fair Value (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]
Total investments in real estate ventures	$ 6,328,000	$ 7,077,000
Variable Interest Entity, Not Primary Beneficiary
Schedule of Equity Method Investments [Line Items]
Total investments in real estate ventures	$ 4,762,000	5,513,000
Investors X
Schedule of Equity Method Investments [Line Items]
Ownership %	50.00%
Investors X \| Variable Interest Entity, Not Primary Beneficiary
Schedule of Equity Method Investments [Line Items]
Total investments in real estate ventures	$ 402,000	976,000
The Hartford
Schedule of Equity Method Investments [Line Items]
Ownership %	2.50%
The Hartford \| Variable Interest Entity, Not Primary Beneficiary
Schedule of Equity Method Investments [Line Items]
Total investments in real estate ventures	$ 599,000	610,000
BLVD Forty Four
Schedule of Equity Method Investments [Line Items]
Ownership %	5.00%
BLVD Forty Four \| Variable Interest Entity, Not Primary Beneficiary
Schedule of Equity Method Investments [Line Items]
Total investments in real estate ventures	$ 1,798,000	1,837,000
BLVD Ansel
Schedule of Equity Method Investments [Line Items]
Ownership %	5.00%
BLVD Ansel \| Variable Interest Entity, Not Primary Beneficiary
Schedule of Equity Method Investments [Line Items]
Total investments in real estate ventures	$ 1,963,000	2,090,000
Comstock 41
Schedule of Equity Method Investments [Line Items]
Ownership %	100.00%
Comstock 41 \| Variable Interest Entity, Primary Beneficiary
Schedule of Equity Method Investments [Line Items]
Total investments in real estate ventures	$ 1,566,000	$ 1,564,000

Investments in Real Estate Ventures - Narrative (Detail) $ in Thousands	1 Months Ended				3 Months Ended
	Dec. 31, 2023 USD ($) ft² unit	Mar. 31, 2022 ft² parkingSpace unit	Oct. 31, 2021 unit ft²	Dec. 31, 2019 ft²	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Feb. 29, 2020 USD ($)
Schedule of Equity Method Investments [Line Items]
Revenue					$ 10,638	$ 10,275
The Hartford
Schedule of Equity Method Investments [Line Items]
Number of square foot \| ft²				211,000
Maximum borrowing capacity							$ 87,000
Revenue					$ 300
Ownership %					2.50%
BLVD Forty Four
Schedule of Equity Method Investments [Line Items]
Number of square foot \| ft²			16,000
Revenue					$ 300
Ownership %					5.00%
Number of units in property \| unit			263
BLVD Ansel
Schedule of Equity Method Investments [Line Items]
Number of square foot \| ft²		20,000
Revenue					$ 300
Ownership %					5.00%
Number of units in property \| unit		250
Number of parking spaces \| parkingSpace		611
Comstock 41
Schedule of Equity Method Investments [Line Items]
Ownership %					100.00%
Number of square foot acquired \| ft²	18,150
Payments to acquire real estate	$ 1,500
Number of dwelling units \| unit	117
Square footage of retail space \| ft²	11,000

Investments in Real Estate Ventures - Schedule of Investments in Real Estate Ventures (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Equity Method Investment and Joint Venture, Fair Value Change [Roll Forward]
Fair value investments, beginning balance	$ 7,077
Change in fair value	193	$ 411
Fair value investments, ending balance	6,328
Fair Value, Inputs, Level 3
Equity Method Investment and Joint Venture, Fair Value Change [Roll Forward]
Fair value investments, beginning balance	5,513
Investments	20
Distributions	(586)
Change in fair value	(185)
Fair value investments, ending balance	$ 4,762

Leases - Narrative (Detail)	Mar. 31, 2024
Lessee, Lease, Description [Line Items]
Operating lease, weighted average remaining lease term	6 years 6 months
Operating lease, weighted average discount rate, percent	4.64%
Minimum
Lessee, Lease, Description [Line Items]
Operating lease, remaining lease term	5 years
Maximum
Lessee, Lease, Description [Line Items]
Operating lease, remaining lease term	10 years

Leases - Schedule of Lease Cost and Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Lease, Cost [Abstract]
Fixed lease costs	$ 297	$ 297
Variable lease costs	106	109
Total operating lease costs	$ 403	$ 406

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash paid for lease liabilities:
Operating cash flows from operating leases	$ 398	$ 389

Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Leases [Abstract]
2024 (9 months)	$ 876
2025	1,194
2026	1,222
2027	1,204
2028	1,233
Thereafter	2,336
Total future lease payments	8,065
Imputed interest	(1,147)
Total lease liabilities	$ 6,918

Debt - Narrative (Details) - Credit Facility $ in Millions	1 Months Ended
Debt - Narrative (Details) - Credit Facility $ in Millions	Mar. 31, 2020 USD ($)
WSJ Prime Rate
Line of Credit Facility [Line Items]
Debt instrument spread variable rate	1.00%
Secured Financing \| CDS
Line of Credit Facility [Line Items]
Debt instrument term (in years)	5 years
Maximum borrowing capacity	$ 10.0

Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($) installment vote $ / shares shares	Mar. 31, 2023 USD ($) shares	Dec. 31, 2023 $ / shares shares	Feb. 12, 2019 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation cost \| $	$ 0.2	$ 0.2
Unrecognized compensation cost related to nonvested stock issuances \| $	$ 1.6
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition	2 years 1 month 6 days
Share-based compensation arrangement by share-based payment award, options, exercises in period (in shares)	0	0
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of annual installments \| installment	4
Vesting period	4 years
Share-based compensation arrangement by share-based payment award, equity instruments other than options, aggregate intrinsic value, vested \| $	$ 1.2	$ 0.9
Restricted stock units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting range, percentage	60.00%
Restricted stock units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting range, percentage	120.00%
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of annual installments \| installment	4
Vesting period	4 years
Omnibus incentive plan stock option expiration period	10 years
Common Class 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)	9,690,000		9,525,000
Common Class A \| Two Thousand Nineteen Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)				2,500,000
Common stock, shares issued (in shares)	1,300,000
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)	220,000		220,000

Stockholders' Equity - Summary Information about Stock Option Activity (Details) - Restricted stock units shares in Thousands	3 Months Ended
	Mar. 31, 2024 $ / shares shares
RSUs Outstanding
Restricted shares, beginning balance (in shares) \| shares	671
Restricted shares, granted (in shares) \| shares	234
Restricted shares, performance award (in shares) \| shares	3
Restricted shares, released (in shares) \| shares	(252)
Restricted shares, canceled/forfeited (in shares) \| shares	(25)
Restricted shares, ending balance (in shares) \| shares	631
Vested and expected to vest shares (in shares) \| shares	632
Weighted-Average Grant Date Fair Value
Weighted average grant date fair value, beginning balance (in dollars per share) \| $ / shares	$ 3.42
Weighted average grant date fair value, granted (in dollars per share) \| $ / shares	4.72
Weighted average grant date fair value, performance awards (in dollars per share) \| $ / shares	3.18
Weighted average grant date fair value, released (in dollars per share) \| $ / shares	3.11
Weighted average grant date fair value, canceled/forfeited (in dollars per share) \| $ / shares	4.40
Weighted average grant date fair value, ending balance (in dollars per share) \| $ / shares	3.99
Weighted average grant date fair value, vested and expected to vest (in dollars per share) \| $ / shares	$ 3,990

Stockholders' Equity - Summary of Company's Restricted Share Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Options Outstanding
Beginning balance (in shares)	116,000
Granted (in shares)	0
Exercised (in shares)	0	0
Canceled/forfeited (in shares)	0
Expired (in shares)	0
Ending balance (in shares)	116,000		116,000
Exercisable (in shares)	116,000
Weighted- Average Exercise Price
Weighted average exercise price, beginning balance (in dollars per share)	$ 3.07
Weighted average exercise price, granted (in dollars per share)	0
Weighted average exercise price, exercised (in dollars per share)	0
Weighted average exercise price, canceled/forfeited (in dollars per share)	0
Weighted average exercise price, expired (in dollars per share)	0
Weighted average exercise price, ending balance (in dollars per share)	3.07		$ 3.07
Weighted average exercise price, exercisable (in dollars per share)	$ 3.07
Weighted-average remaining contractual term, outstanding	3 years 7 months 6 days		3 years 10 months 24 days
Weighted-average remaining contractual term, exercisable	3 years 7 months 6 days
Aggregate intrinsic value outstanding	$ 261		$ 192
Aggregate intrinsic value exercisable	$ 261

Revenue - Summary of Revenues from Contracts with Customers Disaggregated by Categories (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 10,638	$ 10,275
Related party
Disaggregation of Revenue [Line Items]
Revenue	10,174	9,964
Nonrelated Party
Disaggregation of Revenue [Line Items]
Revenue	464	311
Fixed-price
Disaggregation of Revenue [Line Items]
Revenue	1,587	1,745
Cost-plus
Disaggregation of Revenue [Line Items]
Revenue	5,332	5,514
Variable
Disaggregation of Revenue [Line Items]
Revenue	3,719	3,016
Asset management
Disaggregation of Revenue [Line Items]
Revenue	6,255	6,529
Property management
Disaggregation of Revenue [Line Items]
Revenue	2,745	2,606
Parking management
Disaggregation of Revenue [Line Items]
Revenue	$ 1,638	$ 1,140

Net Income (Loss) Per Share - Summary of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net income (loss) - Basic and Diluted	$ 910	$ 754
Denominator:
Basic - weighted-average common stock shares outstanding (in shares)	9,794	9,583
Effect of common share equivalents (in shares)	375	486
Diluted - weighted-average common shares outstanding (in shares)	10,169	10,069
Net income (loss) per share:
Basic - net income (loss) per share (in dollars per share)	$ 0.09	$ 0.08
Diluted - net income (loss) per share (in dollars per share)	$ 0.09	$ 0.07

Net Income (Loss) Per Share - Summary of Shares Equivalents Excluded from Continued Operations Dilutive Share Computation (Detail) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
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)	6	0
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from diluted share computation (in shares)	38	65

Related Party Transactions - Narrative (Detail) $ in Millions					3 Months Ended
	Nov. 01, 2022 ft²	Jun. 13, 2022 USD ($)	Jul. 01, 2019 USD ($)	Apr. 30, 2019 USD ($) installment	Mar. 31, 2024 USD ($)	Dec. 31, 2023	Jan. 01, 2022	Nov. 01, 2020	Feb. 07, 2020
Comstock 41
Related Party Transaction [Line Items]
Business combination, acquisition related costs					$ 0.1
Entitlement success fee, earned, economic value percentage						0.25
Business Management Agreement
Related Party Transaction [Line Items]
Business management agreements renewal term			1 year
Management fee payable			$ 0.4
Related party
Related Party Transaction [Line Items]
Operating lease, term of contract							5 years	10 years
Related party \| DWC Operating Agreement
Related Party Transaction [Line Items]
Percentage of membership interest owned by company and partners									100.00%
Related party \| Residential Property Management Agreements
Related Party Transaction [Line Items]
Property management agreements initial term					1 year
Property management agreements renewal term					1 year
Related party \| Lease Procurement Agreement \| Minimum
Related Party Transaction [Line Items]
Future lease payment percentage of leasing fee					1.00%
Related party \| Lease Procurement Agreement \| Maximum
Related Party Transaction [Line Items]
Future lease payment percentage of leasing fee					2.00%
Related party \| Lease Expansion Agreement
Related Party Transaction [Line Items]
Number of square foot \| ft²	3,778
Related party \| 2022 Amended Asset Management Agreement
Related Party Transaction [Line Items]
Fixed annual payment		$ 1.0
Agreement additional extension term (in years)		1 year
Agreement notice period required for non-renewal		180 days
Agreement notice period after effective date for termination		24 months
Agreement cost-plus and market rate fee, multiply, termination fee payment		200.00%
Related party \| Business Management Agreement
Related Party Transaction [Line Items]
Aggregate fee payable				$ 0.9
Number of installments of fee payment \| installment				15
Fee payable in installments				$ 0.1

Related Party Transactions - Schedule of Market Rate Fee (Details) - 2022 Amended Asset Management Agreement - Related party $ in Millions	Jun. 13, 2022 USD ($)
Asset Management Fee
Related Party Transaction [Line Items]
Percentage of anchor portfolio revenue	2.50%
Entitlement Fee
Related Party Transaction [Line Items]
Percentage of re-zoning costs	15.00%
Development and Construction Fee
Related Party Transaction [Line Items]
Percentage of development costs	5.00%
Property Management Fee
Related Party Transaction [Line Items]
Percentage of anchor portfolio revenue	1.00%
Acquisition Fee \| Asset Management Agreement
Related Party Transaction [Line Items]
Asset acquisition, price of acquisition, expected	$ 50
Acquisition Fee \| Minimum
Related Party Transaction [Line Items]
Percentage of purchase price	1.00%
Acquisition Fee \| Maximum
Related Party Transaction [Line Items]
Percentage of purchase price	0.50%
Disposition Fee \| Asset Management Agreement
Related Party Transaction [Line Items]
Asset acquisition, price of acquisition, expected	$ 50
Disposition Fee \| Minimum
Related Party Transaction [Line Items]
Percentage sales price	1.00%
Disposition Fee \| Maximum
Related Party Transaction [Line Items]
Percentage sales price	0.50%

Related Party Transactions - Schedule of Supplemental Fees (Details) - 2022 Amended Asset Management Agreement - Related party	Jun. 13, 2022 $ / ft²
Incentive Fee
Related Party Transaction [Line Items]
Percentage of market-to-market profit basis	20.00%
Cumulative, compounded, preferred return rate	8.00%
Percentage of cost-plus fee market-to-market profit basis	10.00%
Investment Origination Fee
Related Party Transaction [Line Items]
Percentage of raised capital	1.00%
Leasing Fee
Related Party Transaction [Line Items]
Lease fee for new leases (in dollars per square foot)	1
Lease fee for renewal leases (in dollars per square foot)	0.50
Loan Origination Fee
Related Party Transaction [Line Items]
Percentage of financing transaction	1.00%

Comstock Holding Companies (NASDAQ:CHCI)
Historical Stock Chart
From Apr 2024 to May 2024

Click Here for more Comstock Holding Companies Charts.

Comstock Holding Companies (NASDAQ:CHCI)
Historical Stock Chart
From May 2023 to May 2024

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

CHCI Comstock Holding Companies Inc

Comstock Holding Companies Inc News

Your Recent History

Company

Business

Popular

Get The App

Trending Now

Toplists

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

CHCI Comstock Holding Companies Inc

Comstock Holding Companies Inc News

Your Recent History

Company

Business

Popular

Get The App