18 TABLE OF CONTENTS Item 5. Certain matters disclosed in this Annual Report on Form 10-K may include forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as "aim," "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "project," "should," "will be," "will continue," "will likely result," "would," and other words and terms of similar meaning in conjunction with a discussion o ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Class A Common Stock, par value $0.01 CHCI NASDAQ Capital Market CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Comstock Holding Companies, Inc. (Exact Name of Registrant as Specified in its Charter) TH 1900 Reston Metro Plaza, 10 Floor Reston, Virginia 20190 (Address of principal executive offices) (Zip Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously sati ...

Revenue Growth and Performance - Revenue increased by 12.9% in 2023, driven by a $1.7 million increase primarily from the expansion of the managed portfolio and a $0.9 million increase in incentive fees[150] - The company’s asset management revenue grew by 12.9% to $10.6 million, contributing 73.3% of total revenue in Q3 2023[150] - Total revenue increased by 12.3% to $33.7 million in 2023, driven by a $3.7 million increase, primarily from portfolio expansion and higher incentive fees[155] - Asset management revenue grew by 7.5% to $22.5 million, contributing 66.8% of total revenue[155] - Property management revenue increased by 13.2% to $7.7 million, representing 22.9% of total revenue[155] - Parking management revenue surged by 54.0% to $3.5 million, accounting for 10.3% of total revenue[155] Managed Portfolio and Asset Details - The managed portfolio includes 46 assets, with 17 assets in the development pipeline representing 5.8 million square feet, projected to grow to 65 assets and nearly 10 million square feet at full build-out[141][137] - Commercial properties in the managed portfolio total 13 assets with 2.0 million square feet, 92% leased, while residential properties include 6 assets with 97% leased units[142] - The company’s Anchor Portfolio includes Reston Station, Loudoun Station, and Herndon Station, strategically located along Metro’s Silver Line[138] Operating Costs and Expenses - Operating costs and expenses increased by 3.0% in 2023, primarily due to a $0.1 million increase in recoverable costs and rent expense[152] - Operating costs and expenses rose by 12.0% to $26.5 million, mainly due to a $1.5 million increase in personnel expenses[157] Net Income and Financial Performance - Net income from continuing operations for Q3 2023 was $4.7 million, compared to $3.7 million in Q3 2022[149] - Adjusted EBITDA for the nine months ended September 30, 2023, was $8.3 million, compared to $7.1 million in 2022[169] Discontinued Operations and Asset Management Agreement - The company completed the sale of Comstock Environmental Services, LLC (CES) on March 31, 2022, reflecting it as a discontinued operation in financial statements[144] - On June 13, 2022, the company executed a new asset management agreement (2022 AMA) extending through 2035, increasing base fees and introducing a mark-to-market incentive fee[145] Other Income and Expenses - Other income (expense) decreased by $0.7 million, primarily due to a $1.0 million net decrease in mark-to-market valuations of real estate ventures[158] - Provision for income tax increased by $0.2 million to $0.3 million in 2023, driven by higher pre-tax income and a higher estimated tax rate[154] Cash Flow and Liquidity - Net cash used in operating activities was $0.4 million in 2023, a $2.2 million decrease from 2022, primarily due to changes in net working capital[174] - The company had $10.9 million in cash and cash equivalents and $10.0 million in available borrowings on its credit facility as of September 30, 2023[163] Parking Management Revenue - Parking management revenue increased by 37.0% to $1.3 million in Q3 2023, driven by higher activity in managed parking assets[150]

Credit Facility - Due to Af iliates TABLE OF CONTENTS ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Comstock Holding Companies, Inc. (Exact name of registrant as specified in its charter) __________________________________________________________________________ Delaware 20-1164345 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification ...

The Company maintains certain non-cancelable operating leases that contain various renewal options. (See Note 6 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 nonrecurring 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, quote ...

The following table summarizes our cash flows for the periods indicated (in thousands): | --- | --- | --- | --- | --- | |-------------------------------------------------------------------------------|-------|-----------------------|----------|------------| | Continuing operations | | Year Ended \n2022 | December | 31, \n2021 | | Net cash provided by (used in) operating activities | $ | 8,397 | $ | 8,688 | | Net cash provided by (used in) investing activities | | (2,099) | | 1,276 | | Net cash provided by ( ...

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________________________________________ FORM 10-Q __________________________________________________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fr ...

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________________________________________ FORM 10-Q __________________________________________________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ...

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________________________________________ FORM 10-Q __________________________________________________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t ...

Table of Contents Title of each class Trading symbol(s) Name of each exchange on which registered Class A Common Stock, $0.01 par value CHCI Nasdaq Capital Market UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ...