Comstock Holding Companies, Inc. 10-Q

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. 1 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. 2 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 3 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. 4 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 5 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). 6 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). 7 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. 8 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. 9 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. 10 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. 11 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: 12 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 Event 1 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. 13 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 14 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). 15 TABLE OF CONTENTS