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 ...

Revenue and Income - Revenue for the three months ended March 31, 2022, was $8.731 million, a 27.6% increase from $6.840 million in the same period of 2021[109]. - The company reported a net income of $1.747 million for the three months ended March 31, 2022, compared to a net income of $247,000 in the same period of 2021[109]. - Net income from continuing operations for Q1 2022 was $2.014 million, compared to $390 thousand in Q1 2021, representing a significant increase[120]. - Adjusted EBITDA for Q1 2022 was $1.606 million, up from $617 thousand in Q1 2021, indicating strong operational performance[120]. Revenue Breakdown - Asset management revenue increased by $1.104 million (22.6%) to $5.997 million, while property management revenue rose by $501,000 (30.7%) to $2.131 million[110]. - Other income increased by $244,000, primarily due to higher mark-to-market valuations of fixed-rate debt associated with equity method investments[113]. Operating Costs and Expenses - Total operating costs and expenses for the three months ended March 31, 2022, were $7.366 million, reflecting a 15.1% increase from $6.397 million in 2021[112]. Cash Flow and Liquidity - Cash and cash equivalents as of March 31, 2022, were $11.6 million, with an additional $4.5 million available from credit facilities, reflecting adequate liquidity[121]. - Net cash used in operating activities decreased to $1.952 million in Q1 2022 from $2.040 million in Q1 2021, showing improved cash flow management[125]. - Total net decrease in cash and cash equivalents for Q1 2022 was $4.263 million, compared to a decrease of $375 thousand in Q1 2021, indicating cash flow challenges[125]. - The company has historically financed operations through internally generated funds and credit facilities, emphasizing a reliance on operational cash flow[123]. - Future liquidity may be affected by credit availability, cash flow from operations, and working capital management[122]. - The company believes it has adequate liquidity to fund current operations and meet existing debt commitments[124]. Investments and Development - The company completed the divestiture of Comstock Environmental Services for approximately $1.4 million, enhancing its focus on core asset management business[104]. - The managed portfolio includes 36 operating assets, comprising 15 commercial assets totaling approximately 2.2 million square feet and 6 multifamily assets totaling 1,636 units[99]. - The development pipeline consists of 12 assets, including approximately 1.4 million square feet of planned commercial development and approximately 2,600 multifamily units[99]. Risk Management and Strategy - The company expects to maintain the ability to manage risk and pursue growth opportunities in the greater Washington, D.C. area, leveraging over 35 years of experience[107]. - The benefit from income taxes was $0.5 million in 2022, attributed to a release of a deferred tax asset valuation allowance[114]. Financing Activities - Net cash used in investing activities was $1.785 million in Q1 2022, a shift from $1.653 million provided in Q1 2021, primarily due to a $2.7 million real estate investment[129]. - Net cash used in financing activities increased to $297 thousand in Q1 2022 from $105 thousand in Q1 2021, driven by changes in loan activity and tax payments[130].

Revenue and Income - Revenue for 2021 was $31.1 million, an increase of 38.3% compared to $22.5 million in 2020[104] - Net income from continuing operations for 2021 was $16.0 million, significantly up from $2.1 million in 2020[102] - The asset management revenue increased by 40.4% to $22.5 million in 2021, driven by a $3.0 million increase in base asset management fees[104] - Net income from continuing operations for the year ended December 31, 2021, was $16,039,000, compared to $2,141,000 for the year ended December 31, 2020, representing a significant increase[120] - Adjusted EBITDA for 2021 was $5,798,000, up from $3,445,000 in 2020, indicating a growth of approximately 68.5%[120] Operating Costs and Expenses - Operating costs and expenses increased by 31.2% in 2021, totaling $26.0 million compared to $19.8 million in 2020[105] - Net cash provided by operating activities increased by $5.1 million in 2021, driven by a $2.8 million increase in net working capital and a $2.3 million rise in net income from continuing operations[123] Tax Benefits - The benefit from income taxes was $11.2 million in 2021, compared to an immaterial expense in 2020, primarily due to a partial release of a deferred tax asset valuation allowance[107] - The company recorded an $11.3 million income tax benefit in Q2 2021, representing a partial release of the valuation allowance on deferred tax assets[136] Assets and Development - The company managed a portfolio comprising 34 operating assets, including 14 commercial assets totaling approximately 2.2 million square feet and 6 multifamily assets totaling 1,636 units as of December 31, 2021[95] - The company has 18 development pipeline assets consisting of approximately 2.0 million square feet of planned commercial development and approximately 1,900 multifamily units[95] Cash and Liquidity - Cash and cash equivalents as of December 31, 2021, were $15.8 million, with an additional $4.5 million available from the Credit Facility[116] - The total net increase in cash from continuing operations for 2021 was $9,737,000, compared to $5,000,000 in 2020[128] - The company has adequate liquidity and capital availability to fund its current operations and meet existing debt commitments[119] - The company primarily financed its operations through internally generated funds and borrowings from credit facilities[118] Goodwill and Impairment - A total of $1.7 million in goodwill impairment charges was recorded in 2021, reflecting a significant write-off of the remaining goodwill balance[133] Share Repurchase - As of December 31, 2021, there were 404,000 shares of Class A common stock available for repurchase under the share repurchase program[122] Strategic Focus - The company is focused on leveraging its 30-plus years of experience in the greater Washington, D.C. area to capitalize on positive growth trends[100] Sale of Assets - The company completed the sale of Comstock Environmental Services for approximately $1.4 million on March 31, 2022[97] Investing Activities - Net cash provided by investing activities decreased by $0.4 million in 2021, primarily due to a $2.0 million real estate investment, partially offset by a $1.7 million increase in distributions from real estate ventures[124]

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, 2021 or ☐ Transition Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period fr ...