What changed in this filing

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Item 1. Financial Statements

2025-05-12 compared with 2024-11-07 · 120 added, 123 removed, 363 unchanged (40% of the section changed)

3 unchanged sentences

in thousands, except per share data)

September 30, December 31,

March 31, December 31,

Current assets:

27 unchanged sentences

59,780 shares authorized;

9,742 issued and 9,656 outstanding as of September 30, 2024;

9,934 issued and 9,848 outstanding as of March 31, 2025;

9,774 issued and 9,689 outstanding as of December 31, 2024

1 unchanged sentence

$ 0.01 par value;

220 shares authorized, issued, and outstanding as of September 30, 2024 and December 31, 2023

220 shares authorized, issued, and outstanding as of March 31, 2025 and December 31, 2024

Additional paid-in capital 202,460 202,702

8 unchanged sentences

in thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Revenue $ 12,639 $ 10,638

25 unchanged sentences

Shares Amount Shares Amount APIC stock deficit Total

Three and Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Balance as of December 31, 2024 9,774 $ 97 220 $ 2 $ 202,702 $ ( 2,662 ) $ ( 147,770 ) $ 52,369

3 unchanged sentences

Balance as of March 31, 2025 9,934 $ 98 220 $ 2 $ 202,460 $ ( 2,662 ) $ ( 146,181 ) $ 53,717

Issuance of common stock, net of shares withheld for taxes 10 — — — 3 — — 3

Stock-based compensation 5 — — — 290 — — 290

Net income (loss) — — — — — — 946 946

Balance as of June 30, 2024 9,705 $ 96 220 $ 2 $ 202,205 $ ( 2,662 ) $ ( 160,474 ) $ 39,167

Issuance of common stock, net of shares withheld for taxes 34 — — — ( 62 ) — — ( 62 )

Stock-based compensation 3 — — — 205 — — 205

Net income (loss) — — — — — — 2,377 2,377

Balance as of September 30, 2024 9,742 $ 96 220 $ 2 $ 202,348 $ ( 2,662 ) $ ( 158,097 ) $ 41,687

Three and Nine Months Ended September 30, 2023

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

3 unchanged sentences

Balance as of March 31, 2024 9,690 $ 96 220 $ 2 $ 201,912 $ ( 2,662 ) $ ( 161,420 ) $ 37,928

Issuance of common stock, net of shares withheld for taxes 28 — — — ( 96 ) — — ( 96 )

Stock-based compensation 5 — — — 266 — — 266

Net income (loss) — — — — — — 475 475

Balance as of June 30, 2023 9,511 $ 94 220 $ 2 $ 201,649 $ ( 2,662 ) $ ( 168,885 ) $ 30,198

Issuance of common stock, net of shares withheld for taxes — — — — — — — —

Stock-based compensation 6 — — — 273 — — 273

Net income (loss) — — — — — — 4,685 4,685

Balance as of September 30, 2023 9,517 $ 94 220 $ 2 $ 201,922 $ ( 2,662 ) $ ( 164,200 ) $ 35,156

See accompanying Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating Activities

4 unchanged sentences

(Gain) loss on real estate ventures ( 9 ) 193

Distributions from real estate ventures 14 44

Deferred income taxes 323 210

13 unchanged sentences

Purchase of deferred compensation plan securities ( 346 ) ( 253 )

Purchase of fixed assets/leasehold improvements/intangibles ( 305 ) ( 281 )

Purchase of fixed assets ( 163 ) ( 191 )

Net cash provided by (used in) investing activities ( 515 ) 119

Financing Activities

Distributions from sales of deferred compensation plan securities ( 39 ) —

Proceeds from issuance of common stock related to equity awards 86 —

37 unchanged sentences

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 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.

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.

(See Note 13 for the related segment information disclosures).

Recent Accounting Pronouncements - Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740):

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The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, “ Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .” This guidance requires disclosure of disaggregated information about certain financial statement expense line items presented on the consolidated statements of operations in the notes to the financial statements on an interim and annual basis.

The standard can be applied either prospectively or retrospectively and is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

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):

September 30, December 31,

The following table summarizes the Company's investments in real estate ventures (in thousands):

March 31, December 31,

Investment Ownership % 2025 2024 Accounting Method

7 unchanged sentences

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:

Investments Recorded at Fair Value

Additional details on the Company's unconsolidated investments in real estate ventures that are recorded at fair value are as follows:

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 September 30, 2024, all residential lots have been sold.

The proceeds from the sales will be distributed as land development work associated with these projects is completed.

As of March 31, 2025, all residential lots have been sold.

The proceeds from the lot sales will be distributed to the Company as remaining land development work associated with these projects is completed.

(See Note 12 for additional information).

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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 $ 0.4 million and $ 0.8 million of revenue for the three and nine months ended September 30, 2024, respectively.

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.

It recognized $ 0.3 million and $ 0.3 million of revenue for the three months ended March 31, 2025 and 2024, respectively.

Fair value of the property is determined on a quarterly basis using an income approach model.

As of September 30, 2024, the Company’s ownership interest in the Hartford was 2.5 %.

As of March 31, 2025, the Company’s ownership interest in the Hartford was 2.5 %.

(See Note 12 for additional information).

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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 $ 0.4 million and $ 1.0 million of revenue for the three and nine months ended September 30, 2024, respectively.

The Company also provides asset, residential, retail and parking property management services for the property in exchange for market-rate fees.

It recognized $ 0.4 million and $ 0.3 million of revenue for the three months ended March 31, 2025 and 2024, respectively.

Fair value of the property is determined on a quarterly basis using an income approach model.

As of September 30, 2024, the Company’s ownership interest in BLVD Forty Four was 5.0 %.

As of March 31, 2025, the Company’s ownership interest in BLVD Forty Four was 5.0 %.

(See Note 12 for additional information).

2 unchanged sentences

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 and $ 0.9 million of revenue for the three and nine months ended September 30, 2024, respectively.

The Company also provides asset, residential, retail and parking property management services for the property in exchange for market-rate fees.

It recognized $ 0.3 million and $ 0.3 million of revenue for the three months ended March 31, 2025 and 2024, respectively.

Fair value is determined on a quarterly basis using an income approach model.

As of September 30, 2024, the Company’s ownership interest in BLVD Ansel was 5.0 %.

As of March 31, 2025, 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):

The following table 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, 2024 $ 4,599

2 unchanged sentences

Change in fair value 14

Balance as of September 30, 2024 $ 4,583

Balance as of March 31, 2025 $ 4,612

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.

2 unchanged sentences

(See Note 12 for additional information).

In November 2024, the Company entered into a definitive purchase agreement for Comstock 41 with SCG Development Holdings, LLC ("SCG") that is contingent upon the successful rezoning of the property to allow for the development of an affordable housing project at the site.

Upon closing, the Company will enter into an operating agreement and a development agreement with SCG, under which the Company will provide construction management services for the affordable housing project that will be fully financed by SCG.

The Company will also be entitled to provide property management services once the development is ready for occupancy.

Other Investments

3 unchanged sentences

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 and nine months ended September 30, 2024 and 2023 .

The Company has operating leases for office space leased in various buildings for its own use.

4 unchanged sentences

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

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Operating lease costs

3 unchanged sentences

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

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Cash paid for lease liabilities:

Operating cash flows from operating leases $ 396 $ 398

As of September 30, 2024, the Company's operating leases had a weighted-average remaining lease term of 6.0 years and a weighted-average discount rate of 4.64 %.

As of March 31, 2025, the Company's operating leases had a weighted-average remaining lease term of 5.5 years and a weighted-average discount rate of 4.64 %.

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

5 unchanged sentences

Total lease liabilities $ 6,047

The Company does not have any leases which have not yet commenced as of September 30, 2024.

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 September 30, 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.

The Company does not have any leases which have not yet commenced as of March 31, 2025.

In March 2025, the Company entered into a five-year Revolving Capital Line of Credit Agreement with CP, 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 that is scheduled to expire in March 2030 (the “Credit Facility”).

As of March 31, 2025, the full balance of the Credit Facility remained available for use up through the expiration date, and the Company had no outstanding debt or financing arrangements for which future payments are due.

Commitments and Contingencies

7 unchanged sentences

Fair Value Disclosures

As of September 30, 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 September 30, 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).

As of March 31, 2025, 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, 2025, 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 September 30, 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).

As of March 31, 2025, 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).

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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 September 30, 2024, the Company had not declared any dividends.

Shares of Class B common stock are convertible into an equivalent number of shares of our Class A common stock upon transfer.

As of March 31, 2025, the Company had not declared any dividends.

Stock-based Compensation

3 unchanged sentences

The 2019 Plan originally authorized 2.5 million shares of the Company's Class A common stock for issuance.

As of September 30, 2024, there were 1.3 million shares of Class A common stock available for issuance under the 2019 Plan.

During the three and nine months ended September 30, 2024, the Company recorded stock-based compensation expense of $ 0.2 million and $ 0.7 million, respectively.

During the three and nine months ended September 30, 2023, the Company recorded stock-based compensation expense of $ 0.3 million and $ 0.8 million, respectively.

As of March 31, 2025, 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, 2025 and 2024, the Company recorded stock-based compensation expense of $ 0.3 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 September 30, 2024, there was $ 1.0 million of total unrecognized stock-based compensation, which is expected to be recognized over a weighted-average period of 1.9 years.

As of March 31, 2025, 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

10 unchanged sentences

Canceled/Forfeited ( 11 ) 5.18

Balance as of September 30, 2024 558 $ 4.12

Vested and expected to vest after September 30, 2024 556 4.11

Balance as of March 31, 2025 467 $ 5.37

Vested and expected to vest after March 31, 2025 468 $ 5.37

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 nine months ended September 30, 2024 and 2023 was $ 1.5 million and $ 1.1 million, respectively.

The total intrinsic value of RSUs that vested during the three months ended March 31, 2025 and 2024 was $ 1.6 million and $ 1.2 million, respectively.

Stock Options

7 unchanged sentences

Canceled/Forfeited — —

Balance as of September 30, 2024 97 $ 3.09 3.2 $ 667

Exercisable as of September 30, 2024 97 $ 3.09 3.2 $ 667

The total intrinsic value of stock options exercised during the nine months ended September 30, 2024 was $ 0.1 million.

There were no stock options exercised in 2023.

All of the Company's revenue for the three and nine months ended September 30, 2024 and 2023 was generated in the United States.

Balance as of March 31, 2025 65 $ 2.94 3.4 $ 369

Exercisable as of March 31, 2025 65 $ 2.94 3.4 $ 369

The total intrinsic value of stock options exercised during the three months ended March 31, 2025 was $ 0.2 million.

There were no stock options exercised during the three months ended March 31, 2024.

All of the Company's revenue for the three months ended March 31, 2025 and 2024 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 September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Revenue by Line of Business

3 unchanged sentences

Total revenue $ 12,639 $ 10,638

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Revenue by Customer Type

Related party $ 11,452 $ 10,174

Commercial 953 301 2,190 849

Third party 1,187 464

Total revenue $ 12,639 $ 10,638

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Revenue by Timing

Recurring/over time $ 11,559 $ 10,173

Point-in-time 1,080 465

Total revenue $ 12,639 $ 10,638

Three Months Ended March 31,

Revenue by Contract Fee Type (1)

Fixed-price $ 3,048 $ 1,299 $ 6,129 $ 4,063

Cost-plus 5,759 10,090 16,275 20,685

Variable 4,188 3,074 11,982 8,957

Cost recovery (2)

$ 8,624 $ 8,254

Fixed fee (4)

Total revenue $ 12,639 $ 10,638

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

Pursuant to the terms of the asset management agreement with CP dated as of June 13, 2022 (the "2022 AMA"), the Company may earn and recognize incentive fee revenue for certain commercial assets in its managed portfolio based on specific dates and measurement criteria that are defined in the agreement.

(See Note 12 for additional information).

On September 11, 2024, the Company entered into an amendment to the 2022 AMA that deferred an incentive fee trigger event for seven specified commercial assets in its managed portfolio.

The amendment modified the trigger event originally scheduled on October 1, 2024 to be, at the election of the Company upon the occurrence of the event and with consent from CP, either (a) October 1, 2027, (b) upon the sale of the asset, (c) upon the refinance of the asset, or (d) the period of time in which an 85 % leased rate has been achieved if the asset is a commercial asset.

Certain contracts contain multiple revenue streams that lend to classification in more than one category.

Includes cost plus revenues tied to asset management services under the 2022 AMA and reimbursable expenses.

Includes fixed rate contract amounts applied to various variable metrics to determine the amount of revenue earned.

Includes fixed fee arrangements where the dollar value of the revenue earned remains consistent over time.

Pursuant to the terms of the asset management agreement with CP (the "2022 AMA"), the Company may earn and recognize incentive fee revenue for certain commercial assets in its managed portfolio based on specific dates and measurement criteria that are defined in the agreement.

(See Note 12 for additional information).

The Company recognized no revenue from incentive fees for the three and nine months ended September 30, 2024.

For the three and nine months ended September 30, 2023, the Company recognized revenue from incentive fees of $ 4.8 million, stemming from triggering events for three operating assets on October 1, 2023 pursuant to the original terms of the 2022 AMA.

These operating asset triggering events were part of a series of annual operating asset triggering events that began on October 1, 2022 and were scheduled each October 1 through 2024 prior to the aforementioned 2022 AMA amendment.

All incentive fees recognized in fiscal year 2023 were related to services performed in prior periods for which revenue recognition criteria were previously constrained.

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 and nine months ended September 30, 2024 differ from the U.S.

federal statutory tax rate of 21%, primarily due to impact of state income taxes and stock compensation shortfall/windfall adjustments.

The Company's effective tax rates for the three and nine months ended September 30, 2023 differ from the standard federal tax rate of 21% primarily due to the impact of a $ 1.4 million valuation release as well as state income taxes and stock compensation shortfall/windfall adjustments.

The Company recognized no revenue from incentive fees for the three months ended March 31, 2025 and 2024.

The Company has significant deferred tax assets that stem from net operating loss ("NOL") carryforwards generated prior to 2019 when the Company's primary focus was on homebuilding activities.

As of December 31, 2024, these NOL carryforwards were estimated to represent approximately $ 28.6 million in potential future tax savings.

The Company currently maintains a valuation allowance against its deferred tax assets to reduce the carrying balance to the amount that is more likely than not to be realized against future taxable income.

The balance of the deferred tax asset valuation allowance is assessed on a quarterly basis and adjusted as needed.

The Company's effective tax rates for the three months ended March 31, 2025 and 2024 differ from the U.S.

federal statutory tax rate of 21%, primarily due to the impact of state income taxes, permanent tax differences, and stock compensation shortfall/windfall adjustments.

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 September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Net income (loss) - Basic and Diluted $ 1,589 $ 910

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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 September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Restricted stock units — —

4 unchanged sentences

In June 2022, CHCI Asset Management, L.C.

(“CAM”), an entity wholly owned by the Company, entered into a 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 engaged 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.

The 2022 AMA engaged 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.

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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.

On September 11, 2024, the Company entered into an amendment to the 2022 AMA with an effective date of July 1, 2024 (the "First Amendment") that included, among others, the following key revised provisions:

of the asset, (c) upon the refinance of the asset, or (d) the period of time in which an 85 % leased rate has been achieved if the asset is a commercial asset;

• A deferral of the Operating Assets Trigger Event that was originally scheduled on October 1, 2024 (as defined in the original 2022 AMA) to calculate incentive fee revenue for seven specified managed portfolio assets to be, at the election of the Company upon the occurrence of the event and with consent from CP, either (a) October 1, 2027, (b) upon the sale of the asset, (c) upon the refinance of the asset, or (d) the period of time in which an 85 % leased rate has been achieved if the asset is a commercial asset;

• A revised definition of the Development and Construction Management Fee to include payment of the fee during delays in delivery caused by a casualty event;

1 unchanged sentence

Except as amended by the First Amendment, the original terms of the 2022 AMA remain in full force and effect.

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.

Residential, Commercial, and Parking Property Management Agreements

10 unchanged sentences

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.

In January 2023, CAM entered into a Business Management Agreement (the “BC Management Agreement”) with DCS Real Estate Investments, LC, an entity controlled by a member of CP.

The BC Management Agreement provided that DCS Real Estate Investments, LC pay CAM an annual management fee equal to $ 0.4 million to reimburse CAM for certain expenses.

The BC Management Agreement was terminated effective December 31, 2024.

In February 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 services for a residential community located in Ranson, West Virginia.

The initial term of the SH Management Agreement extended through 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.

In April 2019, the Company entered into a master transfer agreement with CPRES 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.

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 that is 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.

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.

3 unchanged sentences

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.

As a result, 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.

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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.

8 unchanged sentences

( See Note 4 for additional information).

Credit Facility

In March 2025, the Company entered into an agreement with CP to secure 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 that is scheduled to expire in March 2030, replacing a pre-existing expiring credit facility with a different affiliated entity ( See Note 5 for additional information).

Segment Information

The Company’s CODM is the Chief Executive Officer.

The Company views its operations and manages its business as a single reportable operating segment.

Segment revenue is primarily generated from the performance of various real estate services through the asset and property management contracts entered into with customers.

The CODM evaluates segment performance and decides how to allocate resources primarily based on the Company’s consolidated net income results, as reported in the consolidated statements of operations as "net income (loss)".

The measure of segment assets is reported on the consolidated balance sheets as "total assets".

The financial information reviewed by the CODM includes the following disaggregation of operating expenses for the Company's single reportable operating segment (in thousands):

Three Months Ended March 31,

Asset management and corporate operating expenses $ 5,909 $ 5,547

Commercial operating expenses 1,105 1,042

Residential operating expenses 1,309 1,181

ParkX operating expenses 2,248 1,404

Stock compensation 251 246

Depreciation and amortization 80 68

Total operating costs and expenses $ 10,902 $ 9,488

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements