What changed in this filing

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Item 1. Financial Statements

2025-11-13 compared with 2025-08-07 · 76 added, 64 removed, 448 unchanged (24% of the section changed)

3 unchanged sentences

in thousands, except per share data)

June 30, December 31,

September 30, December 31,

Current assets:

27 unchanged sentences

59,780 shares authorized;

9,936 issued and 9,850 outstanding as of June 30, 2025;

9,953 issued and 9,867 outstanding as of September 30, 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 June 30, 2025 and December 31, 2024

220 shares authorized, issued, and outstanding as of September 30, 2025 and December 31, 2024

Additional paid-in capital 203,020 202,702

8 unchanged sentences

in thousands, except per share data)

Three Months Ended June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

26 unchanged sentences

Shares Amount Shares Amount APIC stock deficit Total

Three and Six Months Ended June 30, 2025

Three and Nine Months Ended September 30, 2025

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

7 unchanged sentences

Balance as of June 30, 2025 9,936 $ 98 220 $ 2 $ 202,748 $ ( 2,662 ) $ ( 144,735 ) $ 55,451

Three and Six Months Ended June 30, 2024

Issuance of common stock, net of shares withheld for taxes 16 — — — 17 — — 17

Stock-based compensation 1 — — — 255 — — 255

Net income (loss) — — — — — — 541 541

Balance as of September 30, 2025 9,953 $ 98 220 $ 2 $ 203,020 $ ( 2,662 ) $ ( 144,194 ) $ 56,264

Three and Nine Months Ended September 30, 2024

Balance as of December 31, 2023 9,525 $ 94 220 $ 2 $ 202,112 $ ( 2,662 ) $ ( 162,330 ) $ 37,216

7 unchanged sentences

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

See accompanying Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating Activities

4 unchanged sentences

(Gain) loss on real estate ventures ( 53 ) 369

Distributions from real estate ventures — 14

Deferred income taxes 1,412 1,135

13 unchanged sentences

Distributions from real estate ventures 2 586

Deposits for real estate ventures ( 1,000 ) —

Purchase of deferred compensation plan securities ( 443 ) ( 371 )

30 unchanged sentences

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.

In management’s opinion, the condensed 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.

31 unchanged sentences

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

June 30, December 31,

September 30, December 31,

Investment Ownership % 2025 2024 Accounting Method

11 unchanged sentences

("Investors X"), an unconsolidated variable interest entity that owns the Company's residual homebuilding operations.

As of June 30, 2025, all residential lots have been sold.

As of September 30, 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.

5 unchanged sentences

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, under which it recognized $ 0.2 million and $ 0.6 million of revenue for the three and six months ended June 30, 2025, respectively.

It recognized $ 0.2 million and $ 0.5 million of revenue for the three and six months ended June 30, 2024, respectively.

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

As of June 30, 2025, the Company’s ownership interest in the Hartford was 2.5 %.

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, under which it recognized $ 0.2 million and $ 0.8 million of revenue for the three and nine months ended September 30, 2025, respectively.

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

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

As of September 30, 2025, the Company’s ownership interest in the Hartford was 2.5 %.

(See Note 12 for additional information).

3 unchanged sentences

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.

As part of the transaction, the Company entered into asset management and property management agreements to provide asset, residential, retail, and parking property management services in exchange for market-rate fees, under which it recognized $ 0.3 million and $ 0.7 million of revenue for the three and six months ended June 30, 2025, respectively.

It recognized $ 0.3 million and $ 0.7 million of revenue for the three and six months ended June 30, 2024, respectively.

As part of the transaction, the Company entered into asset management and property management agreements to provide asset, residential, retail, and parking property management services in exchange for market-rate fees, under which it recognized $ 0.3 million and $ 1.0 million of revenue for the three and nine months ended September 30, 2025, respectively.

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

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

As of June 30, 2025, the Company’s ownership interest in BLVD Forty Four was 5.0 %.

As of September 30, 2025, the Company’s ownership interest in BLVD Forty Four was 5.0 %.

(See Note 12 for additional information).

2 unchanged sentences

As part of the transaction, the Company entered into asset management and property management agreements to provide asset, residential, retail and parking property management services in exchange for market-rate fees, under which it recognized $ 0.3 million and $ 0.6 million of revenue for the three and six months ended June 30, 2025, respectively.

It recognized $ 0.3 million and $ 0.6 million of revenue for the three and six months ended June 30, 2024, respectively.

As part of the transaction, the Company entered into asset management and property management agreements to provide asset, residential, retail and parking property management services in exchange for market-rate fees, under which it recognized $ 0.3 million and $ 0.9 million of revenue for the three and nine months ended September 30, 2025, respectively.

It recognized $ 0.3 million and $ 0.9 million of revenue for the three and nine months ended September 30, 2024, respectively.

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

As of June 30, 2025, the Company’s ownership interest in BLVD Ansel was 5.0 %.

As of September 30, 2025, the Company’s ownership interest in BLVD Ansel was 5.0 %.

(See Note 12 for additional information).

4 unchanged sentences

Change in fair value 50

Balance as of June 30, 2025 $ 4,626

Balance as of September 30, 2025 $ 4,647

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.

6 unchanged sentences

Other Investments

In addition, the Company has a joint venture with Superior Title Services, Inc.

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 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 and six months ended June 30, 2025 and 2024 .

In September 2025, the Company entered into a Purchase and Sale Agreement (the "Purchase Agreement") with a seller relating to the purchase of a 400 + unit multifamily building located in Rockville, Maryland, pursuant to which it paid a $ 1.0 million deposit that will be applied to the purchase price if the acquisition is completed.

In accordance with the Purchase Agreement, the Company has a 45-day due diligence period during which time it may terminate the Purchase Agreement and receive a refund of the initial contract deposit posted by the Company.

The deposit is currently recorded on the Company's consolidated balance sheet in "prepaid expenses and other current assets", and closing is currently anticipated to occur in the fourth quarter of 2025.

The Company plans to explore securing an institutional partner with whom it would enter into a joint venture at or prior to closing on the acquisition that would result in the Company retaining a minority equity interest in the joint venture while providing asset management and property management services for the acquired asset.

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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

4 unchanged sentences

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

Three Months Ended June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

1 unchanged sentence

Operating cash flows from operating leases $ 390 $ 395 $ 1,186 $ 1,170

As of June 30, 2025, the Company's operating leases had a weighted-average remaining lease term of 5.3 years and a weighted-average discount rate of 4.65 %.

As of September 30, 2025, the Company's operating leases had a weighted-average remaining lease term of 5.0 years and a weighted-average discount rate of 4.65 %.

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

5 unchanged sentences

Total lease liabilities $ 5,588

The Company does not have any leases which have not yet commenced as of June 30, 2025.

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

As of September 30, 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 June 30, 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 June 30, 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).

As of September 30, 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 September 30, 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 June 30, 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).

As of September 30, 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).

6 unchanged sentences

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

As of June 30, 2025, the Company had not declared any dividends.

As of September 30, 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 June 30, 2025, there were 1.3 million shares of Class A common stock available for issuance under the 2019 Plan.

During the three and six months ended June 30, 2025, the Company recorded stock-based compensation expense of $ 0.3 million and $ 0.5 million, respectively.

During the three and six months ended June 30, 2024, the Company recorded stock-based compensation expense of $ 0.3 million and $ 0.5 million, respectively.

As of September 30, 2025, 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, 2025, the Company recorded stock-based compensation expense of $ 0.3 million and $ 0.8 million, respectively.

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.

Stock-based compensation costs are included in selling, general, and administrative expense on the Company's consolidated statements of operations.

As of June 30, 2025, there was $ 1.3 million of total unrecognized stock-based compensation, which is expected to be recognized over a weighted-average period of 1.9 years.

As of September 30, 2025, there was $ 1.1 million of total unrecognized stock-based compensation, which is expected to be recognized over a weighted-average period of 1.9 years.

Restricted Stock Units

10 unchanged sentences

Canceled/Forfeited ( 21 ) 5.32

Balance as of June 30, 2025 467 $ 5.37

Vested and expected to vest after June 30, 2025 470 $ 5.37

Balance as of September 30, 2025 455 $ 5.36

Vested and expected to vest after September 30, 2025 457 $ 5.36

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 six months ended June 30, 2025 and 2024 was $ 1.6 million and $ 1.2 million, respectively.

The total intrinsic value of RSUs that vested during the nine months ended September 30, 2025 and 2024 was $ 1.6 million and $ 1.5 million, respectively.

Stock Options

7 unchanged sentences

Canceled/Forfeited — —

Balance as of June 30, 2025 65 $ 2.94 3.1 $ 465

Exercisable as of June 30, 2025 65 $ 2.94 3.1 $ 465

The total intrinsic value of stock options exercised during the six months ended June 30, 2025 and 2024 was $ 0.2 million and immaterial, respectively.

All of the Company's revenue for the three and six months ended June 30, 2025 and 2024 was generated in the United States.

Balance as of September 30, 2025 50 $ 3.30 2.7 $ 536

Exercisable as of September 30, 2025 50 $ 3.30 2.7 $ 536

The total intrinsic value of stock options exercised during the nine months ended September 30, 2025 and 2024 was $ 0.4 million and $ 0.1 million, respectively.

All of the Company's revenue for the three and nine months ended September 30, 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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

2 unchanged sentences

Property management (1)

Parking management 3,200 2,059 5,754 3,697

2,887 3,253 8,748 8,701

ParkX management 3,870 2,362 9,624 6,059

Total revenue $ 13,317 $ 12,995 $ 38,928 $ 34,386

Three Months Ended June 30, Six Months Ended June 30,

CHCI Commercial and CHCI Residential

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

2025 2024 2025 2024

3 unchanged sentences

Total revenue $ 13,317 $ 12,995 $ 38,928 $ 34,386

Three Months Ended June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

3 unchanged sentences

Total revenue $ 13,317 $ 12,995 $ 38,928 $ 34,386

Three Months Ended June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

12 unchanged sentences

(See Note 12 for additional information).

The Company recognized no revenue from incentive fees for the three and six months ended June 30, 2025 and 2024.

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

As of September 30, 2025, these NOL carryforwards are estimated to represent approximately $ 29.0 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 six months ended June 30, 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.

The Company's effective tax rates for the three and nine months ended September 30, 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, return-to-provision adjustments, and stock compensation shortfall/windfall adjustments.

On July 4, 2025, the U.S.

3 unchanged sentences

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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

7 unchanged sentences

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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

8 unchanged sentences

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.

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.

50 unchanged sentences

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.

The SH Management Agreement provides that Springfield will reimburse CAM for certain pre-development 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.

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).

28 unchanged sentences

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 CODM evaluates segment performance and decides how to allocate resources primarily based on the Company’s consolidated net income results, as reported in the Company's consolidated statements of operations as "net income (loss)." The measure of segment assets is reported on the Company's 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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

7 unchanged sentences

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