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chci-20220630

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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


☐			TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-32375

__________________________________________________________________________

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 No.)

1900 Reston Metro Plaza, 10th Floor

Reston, Virginia 20190

(703) 230-1985

(Address, including zip code, and telephone number, including area code, of principal executive offices)

__________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of July 31, 2022, 9,343,894 shares of Class A common stock, par value $0.01 per share, and 220,250 shares of Class B common stock, par value $0.01 per share, of the registrant were outstanding.

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COMSTOCK HOLDING COMPANIES, INC.

Form 10-Q

For the Quarter Ended June 30, 2022

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PART I – FINANCIAL INFORMATION		1

Item 1.	Condensed Consolidated Financial Statements (unaudited)	1

	Consolidated Balance Sheets .............................................................................................................................	1

	Consolidated Statements of Operations..............................................................................................................	2

	Consolidated Statements of Changes in Stockholders’ Equity...........................................................................	3

	Consolidated Statements of Cash Flows.............................................................................................................	4

	Notes to Condensed Consolidated Financial Statements....................................................................................	5

Item 2.	Management's Discussion and Analysis of Financial Condition.............................................................................	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk ...............................................................................	23

Item 4.	Controls and Procedures .........................................................................................................................................	23

PART II – OTHER INFORMATION		24

Item 1.	Legal Proceedings....................................................................................................................................................	24

Item 6.	Exhibits....................................................................................................................................................................	25

SIGNATURES..........................................................................................................................................................................		27

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PART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

COMSTOCK HOLDING COMPANIES, INC.

Consolidated Balance Sheets

(Unaudited; in thousands, except per share data)


	June 30,		December 31,
	2022		2021
Assets
Current assets:
Cash and cash equivalents	$	8,427	$	15,823
Accounts receivable	826		46
Accounts receivable - related parties	2,933		1,697
Prepaid expenses and other current assets	490		197
Current assets held for sale	—		2,313
Total current assets	12,676		20,076
Fixed assets, net	379		264
Intangible assets	144		—
Leasehold improvements, net	133		—
Investments in real estate ventures	7,455		4,702
Operating lease assets	6,985		7,245
Deferred income taxes, net	11,427		11,300
Other assets	26		15


Total assets	$	39,225	$	43,602

Liabilities and Stockholders' Equity
Current liabilities:
Accrued personnel costs	$	2,206	$	3,468
Accounts payable and accrued liabilities	649		783
Current operating lease liabilities	679		616
Current credit facility - due to affiliates	5,500		—
Current liabilities held for sale	—		1,194
Total current liabilities	9,034		6,061
Credit facility - due to affiliates	—		5,500
Operating lease liabilities	6,570		6,745
Total liabilities	15,604		18,306
Commitments and contingencies (Note 8)
Stockholders' equity:
Series C preferred stock; $0.01 par value; 20,000 shares authorized; none issued and outstanding as of June 30, 2022; 3,441 issued and outstanding as of December 31, 2021	—		6,765
Class A common stock; $0.01 par value; 59,780 shares authorized; 9,298 issued and 9,213 outstanding as of June 30, 2022; 8,102 issued and 8,017 outstanding as of December 31, 2021	93		81
Class B common stock; $0.01 par value; 220 shares authorized, issued, and outstanding as of June 30, 2022 and December 31, 2021	2		2
Additional paid-in capital	201,198		200,617
Treasury stock, at cost (86 shares of Class A common stock)	(2,662)		(2,662)
Accumulated deficit	(175,010)		(179,507)
Total stockholders' equity	23,621		25,296
Total liabilities and stockholders' equity	$	39,225	$	43,602

See accompanying Notes to Consolidated Financial Statements.

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COMSTOCK HOLDING COMPANIES, INC.

Consolidated Statements of Operations

(Unaudited; in thousands, except per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue	$	8,467	$	6,324	$	17,198	$	13,164
Operating costs and expenses:
Cost of revenue	6,831		5,502		13,766		11,580
Selling, general, and administrative	469		308		856		607
Depreciation and amortization	50		22		94		42
Total operating costs and expenses	7,350		5,832		14,716		12,229
Income (loss) from operations	1,117		492		2,482		935
Other income (expense):
Interest expense	(69)		(58)		(128)		(116)
Gain (loss) on real estate ventures	17		(100)		269		(94)
Other income (expense), net	1		(1)		1		—
Income (loss) from continuing operations before income tax	1,066		333		2,624		725
Provision for (benefit from) income tax	352		(11,316)		(104)		(11,314)
Net income (loss) from continuing operations	714		11,649		2,728		12,039
Net income (loss) from discontinued operations, net of tax	(10)		(444)		(277)		(587)
Net income (loss)	$	704	$	11,205	$	2,451	$	11,452
Impact of Series C preferred stock redemption	2,046		—		2,046		—
Net income (loss) attributable to common shareholders	$	2,750	$	11,205	$	4,497	$	11,452

Weighted-average common stock outstanding:
Basic	8,599		8,215		8,470		8,191
Diluted	9,157		9,061		9,033		9,014

Net income (loss) per share:
Basic - Continuing operations	$	0.32	$	1.42	$	0.56	$	1.47
Basic - Discontinued operations	—		(0.05)		(0.03)		(0.07)
Basic net income (loss) per share	$	0.32	$	1.37	$	0.53	$	1.40

Diluted - Continuing operations	$	0.30	$	1.29	$	0.53	$	1.34
Diluted - Discontinued operations	—		(0.05)		(0.03)		(0.07)
Diluted net income (loss) per share	$	0.30	$	1.24	$	0.50	$	1.27

See accompanying Notes to Consolidated Financial Statements.

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COMSTOCK HOLDING COMPANIES, INC.

Consolidated Statements of Changes in Stockholders' Equity

(Unaudited; in thousands)


	Series C			Class A			Class B
	Preferred Stock			Common Stock			Common Stock					Treasury		Accumulated
	Shares	Amount		Shares	Amount		Shares	Amount		APIC		stock		deficit		Total
Three and Six Months Ended June 30, 2022
Balance as of December 31, 2021	3,441	$	6,765	8,102	$	81	220	$	2	$	200,617	$	(2,662)	$	(179,507)	$	25,296
Issuance of common stock, net of shares withheld for taxes	—	—		130	1		—	—		(298)		—		—		(297)
Stock-based compensation	—	—		—	—		—	—		142		—		—		142
Net income (loss)	—	—		—	—		—	—		—		—		1,747		1,747
Balance as of March 31, 2022	3,441	$	6,765	8,232	$	82	220	$	2	$	200,461	$	(2,662)	$	(177,760)	$	26,888
Issuance of common stock, net of shares withheld for taxes	—	—		66	1		—	—		(191)		—		—		(190)
Redemption of Series C preferred stock	(3,441)	(6,765)		1,000	10		—	—		708		—		2,046		(4,001)
Stock-based compensation	—	—		—	—		—	—		220		—		—		220
Net income (loss)	—	—		—	—		—	—		—		—		704		704
Balance as of June 30, 2022	—	$	—	9,298	$	93	220	$	2	$	201,198	$	(2,662)	$	(175,010)	$	23,621

Three and Six Months Ended June 30, 2021
Balance as of December 31, 2020	3,441	$	6,765	7,953	$	79	220	$	2	$	200,147	$	(2,662)	$	(193,116)	$	11,215
Issuance of common stock, net of shares withheld for taxes	—	—		105	2		—	—		(189)		—		—		(187)
Stock-based compensation	—	—		—	—		—	—		183		—		—		183
Net income (loss)	—	—		—	—		—	—		—		—		247		247
Balance as of March 31, 2021	3,441	$	6,765	8,058	$	81	220	$	2	$	200,141	$	(2,662)	$	(192,869)	$	11,458
Issuance of common stock, net of shares withheld for taxes	—	—		36	—		—	—		(59)		—		—		(59)
Stock-based compensation	—	—		—	—		—	—		180		—		—		180
Net income (loss)	—	—		—	—		—	—		—		—		11,205		11,205
Balance as of June 30, 2021	3,441	$	6,765	8,094	$	81	220	$	2	$	200,262	$	(2,662)	$	(181,664)	$	22,784

See accompanying Notes to Consolidated Financial Statements

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COMSTOCK HOLDING COMPANIES, INC.

Consolidated Statements of Cash Flows

(Unaudited; in thousands)


	Six Months Ended June 30,
	2022		2021
Operating Activities - Continuing Operations
Net income (loss) from continuing operations	$	2,728	$	12,039
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by (used in) operating activities:
Depreciation and amortization	94		42
Stock-based compensation	417		306
(Gain) loss on real estate ventures	(269)		94

Deferred income taxes	(104)		(11,310)
Changes in operating assets and liabilities:
Accounts receivable	(1,896)		566
Prepaid expenses and other current assets	(295)		(32)
Accrued personnel costs	(1,262)		(759)
Accounts payable and accrued liabilities	(133)		(175)
Other assets and liabilities	130		51
Net cash provided by (used in) operating activities	(590)		822

Investing Activities - Continuing Operations
Investments in real estate ventures	(2,684)		—
Proceeds from sale of CES	1,016		—
Distributions from real estate ventures	88		2,543
Purchase of fixed assets/leasehold improvements/intangibles	(487)		(60)
Net cash provided by (used in) investing activities	(2,067)		2,483

Financing Activities - Continuing Operations
Loan proceeds	—		120
Loan payments	—		(77)
Redemption of Series C preferred stock	(4,000)		—
Payment of taxes related to the net share settlement of equity awards	(488)		(211)
Net cash provided by (used in) financing activities	(4,488)		(168)

Discontinued Operations
Operating cash flows, net	(224)		92
Investing cash flows, net	—		(36)
Financing cash flows, net	(27)		(20)
Net cash provided by (used in) discontinued operations	(251)		36

Net increase (decrease) in cash and cash equivalents	(7,396)		3,173
Cash and cash equivalents, beginning of period	15,823		7,032
Cash and cash equivalents, end of period	$	8,427	$	10,205

Supplemental Cash Flow Information
Cash paid for interest	$	128	$	116

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Issuance of Series A common stock to redeem Series C preferred stock	$	4,230	$	—
Right of use assets and lease liabilities at commencement	209		—
PPP loan forgiven	—		1,954
Accrued liability settled through issuance of common stock	—		14

See accompanying Notes to Consolidated Financial Statements.

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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 developer and manager of mixed-use and transit-oriented properties in the Washington, D.C. metropolitan area. As a vertically integrated and multi-faceted asset management and real estate services company, Comstock has designed, developed, constructed, acquired, and managed thousands of residential units and millions of square feet of commercial and mixed-use properties.

On March 31, 2022, the Company completed the sale of its wholly-owned subsidiary Comstock Environmental Services, LLC ("CES") to August Mack Environmental, Inc. ("August Mack") for approximately $1.4 million of total consideration, composed of $1.0 million in cash and $0.4 million held in escrow that is subject to net working capital and other adjustments, as set forth in the executed Asset Purchase Agreement with August Mack. For additional information, see Note 3.

On June 13, 2022, the Company completed two separate significant transactions: the first one with CP Real Estate Services, LC (“CPRES”), an entity owned by Christopher Clemente, Comstock’s Chief Executive Officer, to redeem all outstanding Series C preferred stock at a discount to carrying value; and the second, the execution of a new asset management agreement with Comstock Partners, LC ("CP"), an entity that is controlled and wholly-owned by Mr. Clemente and certain family members, thereby replacing the previous asset management agreement with CPRES. For additional information, see Notes 10 and 14, respectively.

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 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 2021 Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Annual Report”) filed with the SEC on March 31, 2022. The consolidated balance sheet as of December 31, 2021 was derived from the audited financial statements contained in the 2021 Annual Report.

The Company has reflected CES as a discontinued operation in its consolidated statements of operations for all periods presented. Unless otherwise noted, all amounts and disclosures throughout these Notes to Consolidated Financial Statements relate to the Company's continuing operations. For additional information, see Note 3.

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 and the valuation of deferred tax assets. Assumptions made in the development of these estimates contemplate the macroeconomic landscape and the Company's anticipated results, however actual results may differ materially from these estimates.

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Recent Accounting Pronouncements - Adopted

None.

Recent Accounting Pronouncements - Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments.” This guidance is intended to introduce a revised approach to the recognition and measurement of credit losses, emphasizing an updated model based on current expected credit losses ("CECL") rather than incurred losses. The standard will become effective for the Company for financial statement periods beginning after December 15, 2022, and early adoption is permitted. The Company is currently evaluating the impact this guidance will have on its financial statements and related disclosures.

3. Discontinued Operations

On March 31, 2022, the Company completed the sale of its wholly-owned subsidiary CES to August Mack in accordance with the Asset Purchase Agreement for approximately $1.4 million of total consideration, composed of $1.0 million in cash and $0.4 million of cash held in escrow that is subject to net working capital and other adjustments. The Company executed this divestiture to enhance its focus and pursue continued growth initiatives for its core asset management business.

The following table reconciles major line items constituting pretax income (loss) from discontinued operations to net income (loss) from discontinued operations as presented in the consolidated statements of operations (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue	$	—	$	2,626	$	1,460	$	4,103
Cost of revenue	—		(1,958)		(1,560)		(3,045)
Selling, general, and administrative	(22)		(755)		(349)		(1,259)
Depreciation and amortization	—		(31)		—		(60)
Other income (expense)	(1)		(1)		149		(1)
Goodwill impairment	—		(325)		—		(325)
Pre-tax income (loss) from continuing operations	(23)		(444)		(300)		(587)
Provision for (benefit from) income tax	(13)		—		(23)		—
Net income (loss) from discontinued operations	$	(10)	$	(444)	$	(277)	$	(587)

The Company recognized an estimated gain of $0.2 million on the divestiture of CES, calculated by comparing the purchase price to the carrying value of the net assets sold in the transaction as of March 31, 2022. This gain on sale is reflected in other income (expense) in the above table and does not include the impact of $0.4 million of transaction costs that are included in selling, general, and administrative expense. These amounts may be adjusted in future periods as ongoing changes to the net working capital and transaction costs related to the sale are finalized.

The following table reconciles the carrying amounts of major classes of assets and liabilities of discontinued operations to total assets and liabilities of discontinued operations that were classified as held for sale in the consolidated balance sheet as of December 31, 2021 (in thousands):

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Carrying amounts of major classes of assets held for sale:
Accounts receivable	$	2,075

Prepaid expenses and other current assets	129
Total current assets	2,204
Fixed assets, net	106

Intangible assets, net	3
Total assets	$	2,313

Carrying amounts of major classes of liabilities held for sale:
Accrued personnel costs	$	153
Accounts payable and accrued liabilities	1,015
Loans payable	26
Total liabilities	$	1,194

4. Intangible Assets

On May 6, 2022, the Company purchased the rights to the www.comstock.com domain name for $0.1 million. The Company has recorded the domain name purchase as an indefinite-lived intangible asset on its consolidated balance sheets that will be tested annually for impairment.

5. Investments in Real Estate Ventures

The Company's material unconsolidated investments in real estate ventures are recorded on the consolidated balance sheets at fair value. The following table summarizes the fair value of these investments (in thousands):


	June 30,		December 31,
Description	2022		2021
Investors X	$	1,387	$	1,484
The Hartford	1,201		1,211
BLVD Forty Four	2,259		2,007
BLVD Ansel	2,608		—
Total	$	7,455	$	4,702

Investors X

On April 30, 2019, the Company entered into a Master Transfer agreement with CPRES which 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 June 30, 2022, the residual cash flow primarily relates to anticipated returns of cash backing outstanding letters of credit and cash collateral posted for land development work performed by subsidiaries owned by Investors X. The cash will be released as bond release work associated with these projects is completed. In addition, a subsidiary of Investors X is undergoing a re-zoning of land from commercial to residential and the Company will be entitled to 50% of the profit from the anticipated residential lot sales after re-zoning and land development work is completed. Expected future cash flows include contractually fixed revenues and expenses, as well as estimates for future revenues and expenses where contracts do not currently exist. These estimates are based on prior experience as well as comparable, third-party data. See Note 14 for further information.

The Hartford

In December 2019, the Company entered into a joint venture with CP to acquire a Class-A office building adjacent to Clarendon Station on Metro’s Orange Line in Arlington County’s premier transit-oriented office market, the Rosslyn-Ballston Corridor. Built in 2003, the 211,000 square foot mixed-use Leadership in Energy and Environmental Design (“LEED”) GOLD building is approximately 76% leased to multiple high-quality tenants. In February 2020, the Company arranged for DivcoWest to purchase a majority ownership stake in the Hartford Building and secured a $87 million loan facility from MetLife. As part of the transaction, the Company entered into asset management and property management agreements to manage the property. Fair

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value is determined using an income approach and sales comparable approach models. As of June 30, 2022, the Company’s ownership interest in the Hartford was 2.5%. See Note 14 for further information.

BLVD Forty Four

In October 2021, the Company entered into a joint venture with CP to acquire BLVD Forty Four, a 15-story, luxury high-rise apartment building located one block from the Rockville Metro Station and in the heart of the I-270 Technology and Life Science Corridor in Montgomery County. Built in 2015, 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 will also receive investment related income and incentive fees 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. Fair value is determined using an income approach and sales comparable approach models. As of June 30, 2022, the Company’s ownership interest in BLVD Forty Four was 5%. See Note 14 for further information.

BLVD Ansel

In March 2022, the Company entered into a joint venture with CP to acquire BLVD Ansel, an 18-story, luxury high-rise apartment building with 250 units located adjacent to BLVD Forty Four in Rockville, Maryland. In connection with the transaction, the Company received an acquisition fee and is entitled to receive investment related income and incentive fees in connection with its equity interest in the asset. The Company will also provide asset, residential, retail and parking property management services for the property in exchange for market rate fees. Fair value is determined using an income approach and sales comparable approach models. As of June 30, 2022, the Company’s ownership interest in BLVD Forty Ansel was 5%. See Note 14 for further 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, 2021	$	4,702
Investments	2,684
Distributions	(88)
Change in fair value	157
Balance as of June 30, 2022	$	7,455

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. For the three and six months ended June 30, 2022, the Company's proportionate gains from STS earnings were immaterial and $0.1 million, respectively. For the three and six months ended June 30 2021, the Company's proportionate gains from STS earnings were immaterial.

6. Leases

The Company has operating leases for office space leased in various buildings for its own use. The Company's leases have remaining 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 2022 Asset Management Agreement (see Note 14 for further information).

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Operating lease costs
Fixed lease costs	$	254	$	249	$	508	$	497
Variable lease costs	$	98	$	88	176		163
Total operating lease costs	$	352	$	337	$	684	$	660

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,
	2022		2021		2022		2021
Cash paid for lease liabilities:
Operating cash flows from operating leases	$	342	$	311	$	653	$	609

As of June 30, 2022, the Company's operating leases had a weighted-average remaining lease term of 6.67 years and a weighted-average discount rate of 4.25%.

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


Year Ending December 31,	Operating Leases
2022	$	483
2023	985
2024	1,008
2025	1,031
2026	1,054
Thereafter	4,091
Total future lease payments	8,652
Imputed interest	(1,403)
Total lease liabilities	$	7,249

The Company does not have any leases which have not yet commenced as of June 30, 2022.

7. Debt

Credit Facility - Due to Affiliates

On March 19, 2020, the Company entered into a Revolving Capital Line of Credit Agreement with CPRES, pursuant to which the Company secured a $10.0 million capital line of credit (the “Credit Facility”). Under the terms, the Credit Facility provides for an initial variable interest rate of the Wall Street Journal Prime Rate plus 1.00% per annum on advances made under the Credit Facility, payable monthly in arrears. The Credit Facility also allows for interim draws that carry a maturity date of 12 months from the initial date of the disbursement unless a longer initial term is agreed to by CPRES. On March 27, 2020, the Company borrowed $5.5 million under the Credit Facility and signed an unsecured promissory note to repay principal and interest borrowed by the April 30, 2023 maturity date.

As of June 30, 2022 and December 31, 2021, the outstanding balance on the Credit Facility was $5.5 million. The effective interest rate as of June 30, 2022 and December 31, 2021 was 5.75% and 4.25%, respectively.

8. Commitments and Contingencies

The Company maintains certain non-cancelable operating leases that contain various renewal options. See Note 6 for further information on the Company's operating lease commitments.

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

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records a contingent liability when it is both probable that a liability has been incurred and the amount can be reasonably estimated. The Company expenses legal defense costs as they are incurred.

9. Fair Value Disclosures

As of June 30, 2022, the carrying amount of cash and cash equivalents, accounts receivable, prepaid and other current assets, accounts payable and accrued liabilities approximated fair value because of the short-term nature of these instruments.

As of June 30, 2022, based upon unobservable market rates (Level 3), the fair value of the Company’s floating rate debt was estimated to approximate carrying value.

As of June 30, 2022, 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). For further information on these investments, see Note 5.

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.

10. 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 and generally convert into shares of our Class A common stock upon transfer. As of June 30, 2022, the Company had not declared any dividends.

Preferred Stock

On June 13, 2022, the Company entered into a Share Exchange and Purchase Agreement ("SEPA") with CPRES, pursuant to which the Company acquired from CPRES all outstanding shares of its non-convertible and non-redeemable Series C preferred stock for (i) 1.0 million shares of the Company’s Class A common stock, valued at the consolidated closing bid price of the Class A shares on Nasdaq on the business day immediately preceding the entry into the SEPA, and (ii) $4.0 million in cash. The SEPA was unanimously approved by the independent directors of the Company. Upon completion of the transaction, all of the shares of Series C preferred stock were immediately cancelled and fully retired.

At the time of the transaction, the total carrying value of the Series C preferred stock (including the related additional paid-in capital) was $10.3 million. The share exchange was accounted for as a redemption, therefore the $2.0 million difference between the carrying value and the $8.3 million fair value of the consideration paid upon redemption was added to net income for the three and six months ended June 30, 2022 to arrive at income available to common stockholders and calculate net income (loss) per share (see Note 13 for further information).

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 June 30, 2022, there were 1.5 million shares of Class A common stock available for issuance under the 2019 Plan.

During the three and six months ended June 30, 2022, the Company recorded stock-based compensation expense of $0.2 million and $0.4 million, respectively. During the three and six months ended June 30, 2021, the Company recorded stock-based compensation expense of $0.1 million and $0.3 million, respectively. Stock-based compensation costs are included in selling,

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general, and administrative expense on the Company's consolidated statements of operations. As of June 30, 2022, there was $1.0 million of total unrecognized stock-based compensation.

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 years 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.

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, 2021	847	$	2.28
Granted	219	4.63


Released	(223)	2.64
Canceled/Forfeited	(133)	2.38
Balance as of June 30, 2022	710	$	2.97

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, 2021	397	$	2.89	5.7	$	998
Granted	—	—
Exercised	(119)	1.87
Canceled/Forfeited	(3)	2.24
Expired	(60)	3.97
Balance as of June 30, 2022	215	$	3.19	5.0	$	429
Exercisable as of June 30, 2022	209	$	3.23	4.0	$	413

11. Revenue

All of the Company's revenue for the three and six months ended June 30, 2022 and 2021 was generated in the United States. The following tables summarize the Company’s revenue by line of business, customer type, and contract type (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue by Line of Business
Asset management	$	5,538	$	4,257	$	11,535	$	9,150
Property management	2,192		1,712		4,323		3,342
Parking management	737		355		1,340		672
Total revenue	$	8,467	$	6,324	$	17,198	$	13,164

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	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue by Customer Type
Related party	$	8,287	$	6,268	$	16,928	$	13,093
Commercial	180		56		270		71
Total revenue	$	8,467	$	6,324	$	17,198	$	13,164


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue by Contract Type
Fixed-price	$	1,652	$	873	$	3,539	$	1,688
Cost-plus	4,586		3,925		9,356		8,215
Time and material	2,229		1,526		4,303		3,261
Total revenue	$	8,467	$	6,324	$	17,198	$	13,164

12. Income Taxes

For interim periods, we recognize an income tax provision (benefit) based on our estimated annual effective tax rate expected for the entire fiscal year. The interim annual estimated effective tax rate is based on the statutory tax rates then in effect, as adjusted for estimated changes in temporary and estimated permanent differences, and excludes certain discrete items whose tax effect, when material, is recognized in the interim period in which they occur. These changes in temporary differences, permanent differences, and discrete items result in variances to the effective tax rate from period to period. We also have elected to exclude the impacts from significant pre-tax, non-recognized subsequent events from our interim estimated annual effective rate until the period in which they occur.

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 2021, the Company had recorded valuation allowances for certain tax attributes and deferred tax assets due the existence of sufficient uncertainty regarding the future realization of those deferred tax assets through future taxable income. In June 2021, based on its recent financial performance and current forecasts of future operating results, the Company determined that it was more likely than not that a portion of the deferred tax assets related to its net operating loss carryforwards would be utilized in future periods.

For the three months ended June 30, 2022 and 2021, the Company recognized a tax provision of $0.4 million and a tax benefit of $11.3 million, respectively. For the six months ended June 30, 2022 and 2021, the Company recognized tax benefits of $0.1 million and $11.3 million, respectively. The recognized tax benefits from these periods were due to the tax impact of deferred tax asset valuation allowance releases in the period. These recognized tax benefits were supported by the Company's recent trend of positive net income from continuing operations and expectation that current operations will continue to generate future taxable income.

13. 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):

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	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Numerator:
Net income (loss) from continuing operations - Basic and Diluted	$	714	$	11,649	$	2,728	$	12,039
Impact of Series C preferred stock redemption	2,046		—		2,046		—
Net income (loss) from continuing operations attributable to common stockholders - Basic and Diluted	2,760		11,649		4,774		12,039
Net income (loss) from discontinued operations - Basic and Diluted	(10)		(444)		(277)		(587)
Net income (loss) attributable to common shareholders - Basic and Diluted	$	2,750	$	11,205	$	4,497	$	11,452

Denominator:
Weighted-average common shares outstanding - Basic	8,599		8,215		8,470		8,191
Effect of common share equivalents	558		846		563		823
Weighted-average common shares outstanding - Diluted	9,157		9,061		9,033		9,014

Net income (loss) per share:
Basic - Continuing operations	$	0.32	$	1.42	$	0.56	$	1.47
Basic - Discontinued operations	—		(0.05)		(0.03)		(0.07)
Basic net income (loss) per share	$	0.32	$	1.37	$	0.53	$	1.40

Diluted - Continuing operations	$	0.30	$	1.29	$	0.53	$	1.34
Diluted - Discontinued operations	—		(0.05)		(0.03)		(0.07)
Diluted net income (loss) per share	$	0.30	$	1.24	$	0.50	$	1.27

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,
	2022	2021	2022	2021
Restricted stock units	—	—	—	—
Stock options	29	33	28	39
Warrants	82	89	79	116

14. Related Party Transactions

Asset Management Agreements

On June 13, 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 both the 2022 AMA and 2019 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

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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 respective asset management agreements as the sum of the fees detailed in the following table:


Description	2022 AMA	2019 AMA
Asset Management Fee	2.5% of Anchor Portfolio revenue	2.5% of Anchor Portfolio revenue
Entitlement Fee	15% of total re-zoning costs	Encompassed in Development and Construction Fee
Development and Construction Fee	5% of development costs (excluding previously charged Entitlement Fees)	4% of development costs
Property Management Fee	1% of Anchor Portfolio revenue	1% of Anchor Portfolio revenue
Acquisition Fee	1% on first $50 million of purchase price; 0.5% above $50 million	0.5% of purchase price
Disposition Fee	1% on first $50 million of sale price; 0.5% above $50 million	0.5% of sale price

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	2019 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 Event1 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 Event1 has occurred, after calculating a compounding preferred return of 8% on CP invested capital (the “Base Incentive Fee”)	10% of the free cash flow of each of the real estate assets comprising the Anchor Portfolio after calculating a compounding preferred return of 8% on CPRES invested capital
	Investment Origination Fee	1% of raised capital	1% of raised capital
	Leasing Fee	$1/per sqft. for new leases and $0.50/per sqft. for lease renewals	$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% of any Financing Transaction or other commercially reasonable and mutually agreed upon fee

1	Triggering events determined annually as defined in the agreement, but generally as each managed asset is leased and stabilized.

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

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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.

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 construction supervision and management of the buildout of certain tenant premises. The Company receives a flat construction management fee for each engagement under a work authorization based upon the construction management or supervision fee set forth in the applicable tenant’s lease, which fee is generally 1% to 4% of the total costs (or total hard costs) of construction of the tenant’s improvements in its premises, or as otherwise agreed to by the parties.

Lease Procurement Agreements

The Company has lease procurement agreements with properties owned by CP Entities under which the Company receives certain leasing fees in connection with the procurement of new leases for such properties where external brokers are not involved. Such leasing fees are supplemental to the fees generated from the AMA and above-referenced management agreements.

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 is $0.94 million payable in 15 quarterly installments of $0.06 million each.

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. The initial term of the BC Management Agreement expired on December 31, 2020, subject to automatic, successive one (1) year extensions, unless sooner terminated in accordance with the terms of the BC Management Agreement. The current term of the BC Management Agreement expires on December 31, 2022. The BC Management Agreement provides that CPRES will pay CAM an annual management fee equal to $0.34 million, payable in equal monthly installments during the term commencing on July 1, 2019, and will reimburse CAM for certain expenses.

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 County, 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 5 for further information.

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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 Montgomery County, Md. 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, the Company concluded that it does not have a controlling financial interest in either property. See Note 5 for further information.

Corporate Leases

On November 1, 2020, the Company relocated its corporate headquarters to a new office space pursuant to a ten-year lease agreement with an affiliate controlled and owned by Christopher Clemente, its Chief Executive Officer, and his family as landlords. See Note 6 for further information.

On January 1, 2022, ParkX Management, LC, a subsidiary of the Company, entered into a five-year lease agreement for its parking operations monitoring center with an affiliate controlled and owned by Christopher Clemente, its Chief Executive Officer, and his family as landlords. See Note 6 for further information.

Series C Preferred Stock Redemption

On June 13, 2022, the Company entered into the SEPA with CPRES, pursuant to which the Company acquired from CPRES all outstanding shares of its non-convertible and non-redeemable Series C preferred stock. See Note 10 for further information.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and the notes thereto and Management’s Discussion and Analysis included in our 2021 Annual Report on Form 10-K and our Condensed Consolidated Financial Statements and the notes thereto included elsewhere in this document. Unless otherwise indicated, references to “2022” refer to the three or six months ended June 30, 2022 and references to “2021” refer to the three or six months ended June 30, 2021. The following discussion may contain forward-looking statements that reflect our plans and expectations. Our actual results could differ materially from those anticipated by these forward-looking statements. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect the occurrence of events or circumstances after the date of such statements except as required by law.

Overview

We are a leading developer and manager of mixed-use and transit-oriented properties in the Washington, D.C. metropolitan area. As a vertically integrated and multi-faceted asset management and real estate services company, we have designed, developed, constructed, acquired, and managed thousands of residential units and millions of square feet of commercial and mixed-use properties in since 1985.

We provide a broad range of asset management and real estate services, including services related to the acquisition, development, and operation of real estate assets. Our customers and partners are composed primarily of private and institutional owners, investors in commercial, residential, and mixed-use real estate, and various governmental bodies seeking to leverage the potential of public-private partnerships.

Our revenue is primarily generated by fees from the asset management and real estate services that we provide. In addition, we invest capital both on our own account and on behalf of clients and institutional investors seeking above average risk-adjusted returns. These strategic real estate investments tend to focus on office, retail, residential and mixed-use properties in which we generally retain an economic interest while also providing property management and other real estate services.

Our managed portfolio is currently composed of 40 operating assets, including 15 commercial assets totaling approximately 2.2 million square feet, 6 multifamily assets totaling 1,636 units, and 19 commercial garages with over 13,000 parking spaces. Included in our managed portfolio are Reston Station and Loudoun Station, two of the largest transit-oriented, mixed-use developments in the Washington, D.C. metropolitan area. The following tables provide a high-level summary of our managed portfolio:


Anchor Portfolio
Reston Station			Mixed-use development on Metro's Silver Line (Phase I); strategically located between Tyson's Corner, Va. and Dulles International Airport
Loudoun Station			Mixed-use development on Metro's Silver Line (Phase II); first Metro-connected development in Loudoun County, Va.
Herndon Station			Mixed-use development in the historic downtown portion of Herndon, Va.; focus of public-private partnership with Town of Herndon

Investments/Assets Under Management
The Hartford Building			Joint venture; 211,000 square foot mixed-use building on Metro's Orange Line in Arlington, Va.
BLVD Forty Four			Joint venture; 15-story, luxury high-rise apartment building near Rockville Metro Station in Montgomery County, Md.; adjacent to BLVD Ansel
BLVD Ansel			Joint venture; 18-story, luxury high-rise apartment building near Rockville Metro Station in Montgomery County, Md.; adjacent to BLVD Forty Four
International Gateway			Various real-estate services provided for two privately-owned mixed-use buildings located in Tyson's Corner, Va.
Investors X			Investment in company that owns residual homebuilding operations

Additionally, we have the following assets under construction: (i) one commercial asset totaling approximately 330,000 square feet, (ii) one multifamily asset with 415 units and (iii) one hotel/condominium asset with 240 keys and 95 condos. Our development pipeline consists of 13 assets consisting of approximately 1.5 million square feet of additional planned commercial development, approximately 2,600 multifamily units and one hotel asset that will include 140 keys.

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Substantially all the properties included in our managed portfolio are covered by long-term, full-service asset management agreements encompassing all aspects of design, development, construction, and operations management relating to the subject properties. The services we provide pursuant to the asset management agreements covering our managed portfolio vary by property and client.

Anchoring our asset management services platform is a long-term full service asset management agreement with an affiliated company owned by our Chief Executive Officer, Christopher Clemente (the “2022 AMA”). The 2022 AMA encompasses the majority of the properties we currently manage, including Reston Station and Loudoun Station, two of the flagship properties that comprise our Anchor Portfolio. See Note 14 in the Notes to Consolidated Financial Statements for additional information.

CES Divestiture

On March 31, 2022, we completed the sale of Comstock Environmental Services, LLC ("CES"), a subsidiary of Comstock, to August Mack Environmental, Inc. ("August Mack") in accordance with the Asset Purchase Agreement for approximately $1.4 million of total consideration, composed of $1.0 million in cash and $0.4 million of cash held in escrow that is subject to net working capital and other adjustments. We executed this divestiture to enhance its focus pursue continued future growth initiatives for its core asset management business.

We have reflected CES as a discontinued operation in its consolidated statements of operations for all periods presented. Unless otherwise noted, all amounts and disclosures relate to our continuing operations. See Note 3 in the Notes to Consolidated Financial Statements for additional information.

Series C Preferred Stock Redemption

On June 13, 2022, we entered into a Share Exchange and Purchase Agreement ("SEPA") with CP Real Estate Services, LC (“CPRES”), an entity owned by Mr. Clemente, to redeem all outstanding Series C preferred stock for (i) 1,000,000 shares of the Company’s Class A common stock, par value $0.01 per share and (ii) $4.0 million in cash. The Series A common stock was valued at the consolidated closing bid price of Comstock shares on Nasdaq on the business day immediately preceding the entry into the SEPA. The $8.3 million fair value of the consideration paid upon redemption was less than the $10.3 million carrying value of the Series C preferred stock at the time of the transaction. This $2.0 million discount compared to the carrying value was added to net income for the three and six months ended June 30, 2022 to arrive at income available to common stockholders and calculate net income (loss) per share. See Note 10 in the Notes to Consolidated Financial Statements for additional information.

COVID-19 Update

We continue to monitor the ongoing impact of the COVID-19 pandemic, including the effects of recent notable variants of the virus. While we have not experienced a significant impact on our business resulting from COVID-19 to date, future developments may have a negative impact on our results of operations and financial condition. The health and safety of our employees, customers, and the communities in which we operate remains our top priority. Although the long-term impact of the COVID-19 pandemic on the commercial real estate market in the greater Washington, D.C. area remains uncertain, we believe that our Anchor Portfolio is well positioned to withstand any future potential negative impacts of the COVID-19 pandemic.

Outlook

Our management team is committed to executing our goal to provide exceptional experiences to those we do business with while maximizing shareholder value. We believe that we are properly staffed for current market conditions and the foreseeable future and feel that we will maintain the ability to manage risk and pursue opportunities for additional growth as market conditions warrant. Our real estate development and asset management operations are primarily focused on the greater Washington, D.C. area, where we believe our 35-plus years of experience provides us with the best opportunity to continue developing, managing, and investing in high-quality real estate assets and capitalizing on positive growth trends.

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Results of Operations

The following tables set forth consolidated statement of operations data for the periods presented (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue	$	8,467	$	6,324	$	17,198	$	13,164
Operating costs and expenses:
Cost of revenue	6,831		5,502		13,766		11,580
Selling, general, and administrative	469		308		856		607
Depreciation and amortization	50		22		94		42
Total operating costs and expenses	7,350		5,832		14,716		12,229
Income (loss) from operations	1,117		492		2,482		935
Other income (expense):
Interest expense	(69)		(58)		(128)		(116)
Gain (loss) on real estate ventures	17		(100)		269		(94)
Other income	1		(1)		1		—
Income (loss) from continuing operations before income tax	1,066		333		2,624		725
Provision for (benefit from) income tax	352		(11,316)		(104)		(11,314)
Net income (loss) from continuing operations	714		11,649		2,728		12,039
Net income (loss) from discontinued operations	(10)		(444)		(277)		(587)
Net income (loss)	704		11,205		2,451		11,452
Impact of Series C preferred stock redemption	2,046		—		2,046		—
Net income (loss) attributable to common shareholders	$	2,750	$	11,205	$	4,497	$	11,452

Comparison of the Three Months Ended June 30, 2022 and June 30, 2021

Revenue

The following table summarizes revenue by line of business (in thousands):


	Three Months Ended June 30,
	2022				2021				Change
	Amount		%		Amount		%		$		%
Asset management	$	5,538	65.4	%	$	4,257	67.3	%	$	1,281	30.1	%
Property management	2,192		25.9	%	1,712		27.1	%	480		28.0	%
Parking management	737		8.7	%	355		5.6	%	382		107.6	%
Total revenue	$	8,467	100.0	%	$	6,324	100.0	%	$	2,143	33.9	%

Revenue increased 33.9% in 2022. The $2.1 million comparative increase was primarily driven by the growth and improved performance of our managed portfolio, which included 7 additional properties in 2022 and produced $0.7 million of additional asset management fees and a $0.6 million increase in reimbursable staffing charges. Also contributing to the comparative growth was a $0.5 million increase in leasing fees.

Operating costs and expenses

The following table summarizes operating costs and expenses (in thousands):


	Three Months Ended June 30,				Change
	2022		2021		$		%
Cost of revenue	$	6,831	$	5,502	$	1,329	24.2	%
Selling, general, and administrative	469		308		161		52.3	%
Depreciation and amortization	50		22		28		127.3	%
Total operating costs and expenses	$	7,350	$	5,832	$	1,518	26.0	%

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Operating costs and expenses increased 26.0% in 2022. The $1.5 million comparative increase was primarily due to a $1.3 million increase in personnel expenses stemming from market and merit-based compensation increases along with increases in our headcount.

Other income (expense)

The following table summarizes other income (expense) (in thousands):


	Three Months Ended June 30,				Change
	2022		2021		$		%
Interest expense	$	(69)	$	(58)	$	(11)	19.0	%
Gain (loss) on real estate ventures	17		(100)		117		(117.0)	%
Other income	1		(1)		2		(200.0)	%
Total other income (expense)	$	(51)	$	(159)	$	108	(67.9)	%

Other income (expense) increased $0.1 million in 2022, primarily driven by higher overall mark-to-market valuations of the fixed-rate debt associated with our equity method investments in the current period as well as the impact of a loss on our Investors X investment in 2021 that was driven by lower expected cash flows in the prior period valuation.

Income tax

Provision for income tax was $0.4 million in 2022, compared to an tax benefit of $11.3 million in 2021. The large year-over-year change was primarily driven by a higher release of deferred tax asset valuation allowances in 2021. All recognized tax benefits stemming from valuation allowance releases are supported by our recent trend of positive net income from continuing operations and our current expectation that our operations will continue to generate future taxable income.

Comparison of the Six Months Ended June 30, 2022 and June 30, 2021

Revenue

The following table summarizes revenue by line of business (in thousands):


	Six Months Ended June 30,
	2022				2021				Change
	Amount		%		Amount		%		$		%
Asset management	$	11,535	67.1	%	$	9,150	69.5	%	$	2,385	26.1	%
Property management	4,323		25.1	%	3,342		25.4	%	981		29.4	%
Parking management	1,340		7.8	%	672		5.1	%	668		99.4	%
Total revenue	$	17,198	100.0	%	$	13,164	100.0	%	$	4,034	30.6	%

Revenue increased 30.6% in 2022. The $4.0 million comparative increase was primarily driven by the growth and improved performance of our managed portfolio, which included 7 additional properties in 2022 and produced $1.2 million of additional asset management fees and a $1.1 million increase in reimbursable staffing charges. Also contributing to the comparative growth were $0.8 million of additional leasing fees and a $0.5 million increase in acquisition fee income.

Operating costs and expenses

The following table summarizes operating costs and expenses (in thousands):


	Six Months Ended June 30,				Change
	2022		2021		$		%
Cost of revenue	$	13,766	$	11,580	$	2,186	18.9	%
Selling, general, and administrative	856		607		249		41.0	%
Depreciation and amortization	94		42		52		123.8	%
Total operating costs and expenses	$	14,716	$	12,229	$	2,487	20.3	%

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Operating costs and expenses increased 20.3% in 2022. The $2.5 million comparative increase was primarily due to a $2.4 million increase in personnel expenses stemming from market and merit-based compensation increases along with increases in our headcount.

Other income (expense)

The following table summarizes other income (expense) (in thousands):


	Six Months Ended June 30,				Change
	2022		2021		$		%
Interest expense	$	(128)	$	(116)	$	(12)	10.3	%
Gain (loss) on real estate ventures	269		(94)		363		(386.2)	%
Other income	1		—		1		N/M
Total other income (expense)	$	142	$	(210)	$	352	(167.6)	%

Other income (expense) increased $0.4 million in 2022, primarily driven by higher mark-to-market valuations of the fixed-rate debt associated our equity method investments in the current period as well as additional gains on the performance of our title insurance joint venture with Superior Title Services, Inc., driven by higher volume as compared to the prior period. Also contributing to the increase was the impact of a loss on our Investors X investment in 2021 that was driven by lower expected cash flows in the prior period valuation.

Income taxes

Benefit from income tax was $0.1 million in 2022, compared to a tax benefit of $11.3 million in 2021. The large year-over-year change was primarily driven by a higher release of deferred tax asset valuation allowances in 2021. All recognized tax benefits stemming from valuation allowance releases are supported by our recent trend of positive net income from continuing operations and our current expectation that our operations will continue to generate future taxable income.

Non-GAAP Financial Measures

To provide investors with additional information regarding our financial results, we prepare certain financial measures that are not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), specifically Adjusted EBITDA.

We define Adjusted EBITDA as net income (loss) from continuing operations, excluding the impact of interest expense (net of interest income), income taxes, depreciation and amortization, stock-based compensation, and gain (loss) on equity method investments.

We use Adjusted EBITDA to evaluate financial performance, analyze the underlying trends in our business and establish operational goals and forecasts that are used when allocating resources. We expect to compute Adjusted EBITDA consistently using the same methods each period.

We believe Adjusted EBITDA is a useful measure because it permits investors to better understand changes over comparative periods by providing financial results that are unaffected by certain non-cash items that are not considered by management to be indicative of our operational performance.

While we believe that Adjusted EBITDA is useful to investors when evaluating our business, it is not prepared and presented in accordance with GAAP, and therefore should be considered supplemental in nature. Adjusted EBITDA should not be considered in isolation, or as a substitute, for other financial performance measures presented in accordance with GAAP. Adjusted EBITDA may differ from similarly titled measures presented by other companies.

The following table presents a reconciliation of net income (loss) from continuing operations, the most directly comparable financial measure as measured in accordance with GAAP, to Adjusted EBITDA (in thousands):

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	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net income (loss) from continuing operations	$	714	$	11,649	$	2,728	$	12,039
Interest expense	69		58		128		116
Income taxes	352		(11,316)		(104)		(11,314)
Depreciation and amortization	50		22		94		42
Stock-based compensation	220		154		417		306
(Gain) loss on real estate ventures	(17)		100		(269)		94
Adjusted EBITDA	$	1,388	$	667	$	2,994	$	1,283

Liquidity and Capital Resources

Liquidity is defined as the current amount of readily available cash and the ability to generate adequate amounts of cash to meet the current needs for cash. We assess our liquidity in terms of our cash and cash equivalents on hand and the ability to generate cash to fund our operating activities.

Our principal sources of liquidity as of June 30, 2022 were our cash and cash equivalents of $8.4 million and our $4.5 million of available borrowings on our credit facility.

Significant factors which could affect future liquidity include the adequacy of available lines of credit, cash flows generated from operating activities, working capital management and investments.

Our primary capital needs are for working capital obligations and other general corporate purposes, including investments and capital expenditures. Our primary sources of working capital are cash from operations and distributions from investments in real estate ventures. We have historically financed our operations with internally generated funds and borrowings from our credit facilities. The outstanding balance of $5.5 million on our credit facility is scheduled to mature in April 2023, at which point we plan to extend the life of the facility or pay down the outstanding balance in full. For further information on our debt, see Note 7 in the Notes to Consolidated Financial Statements.

We believe we currently have adequate liquidity and availability of capital to fund our present operations and meet our commitments on our existing debt.

Cash Flows

The following table summarizes our cash flows for the periods indicated (in thousands):


	Six Months Ended June 30,
	2022		2021
Continuing operations
Net cash provided by (used in) operating activities	$	(590)	$	822
Net cash provided by (used in) investing activities	(2,067)		2,483
Net cash provided by (used in) financing activities	(4,488)		(168)
Total net increase (decrease) in cash - continuing operations	(7,145)		3,137
Discontinued operations, net	(251)		36
Net increase (decrease) in cash and cash equivalents	$	(7,396)	$	3,173

Operating Activities

Net operating activity cash decreased $1.4 million in 2022, primarily driven by a $3.1 million incremental cash outflow stemming from changes to our net working capital, partially offset by a $1.7 million increase in net income from continuing operations after adjustments for non-cash items. The net working capital impact included decreased accounts receivable and accrued personnel costs.

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Investing Activities

Net cash used investing activities was $2.1 million in 2022, compared to $2.5 million provided by investing activities in 2021. The net $4.6 million change was primarily driven by our $2.7 million real estate investment in BLVD Ansel and a $2.5 million decrease in distributions from real estate investments, partially offset by $1.0 million in proceeds received from the CES divestiture.

Financing Activities

Net cash used in financing activities increased by $4.3 million in 2022, primarily driven by a $4.0 million cash payment made in connection with the early redemption of our Series C preferred stock.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of June 30, 2022, management, including the CEO and CFO, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)).

Based on that evaluation, management, including the CEO and CFO, concluded that as of June 30, 2022, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. We maintain a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States.

Changes in Internal Control over Financial Reporting

There have been no material changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three or six months ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. We do not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met, therefore internal control over financial reporting may not prevent or detect misstatements.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding legal proceedings is incorporated by reference from Note 8 in the Notes to Condensed Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q.

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Item 6. Exhibits

Exhibit
Number

Incorporated by Reference

Description

Form

Exhibit

Filing Date

3.1

Amended and Restated Certificate of Incorporation

10-Q

3.1

November 16, 2015

3.2

Amended and Restated Bylaws

10-K

3.2

March 31, 2005

3.3

Certificate of Elimination of the Series A Junior Participating Preferred Stock of the Company filed with the Secretary of State of the State of Delaware on March 26, 2015

8-K

3.1

March 27, 2015

3.4

Certificate of Designation of Series A Junior Participating Preferred Stock of the Company filed with the Secretary of State of the State of Delaware on March 26, 2015

8-K

3.2

March 27, 2015

3.5

Certificate of Designation of Series B Non-Convertible Preferred Stock of the Company filed with the Secretary of State of the State of Delaware on December 29, 2015

8-K

3.1

January 4, 2016

3.6

Certificate of Designation of Series C Non-Convertible Preferred Stock of Comstock Holding Companies, Inc., filed with the Secretary of the State of Delaware on March 22, 2017

8-K

3.1

March 28, 2017

3.7

Certificate of Amendment of Certificate of Designation of Series C Non-Convertible Preferred Stock of Comstock Holding Companies, Inc. filed with the Secretary of State of the State of Delaware on February 15, 2019

8-K

3.2

February 19, 2019

3.8

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Comstock Holding Companies, Inc.

8-K

3.1

February 19, 2019

4.1

Specimen Stock Certificate

S-1

4.1

August 13, 2004

10.1*

Master Asset Management Agreement between Comstock Partners, LC and CHCI Asset Management, LC , dated June 13, 2022

10.2*

Share Exchange and Purchase Agreement between Comstock Holding Companies, Inc. and CP Real Estate Services, L.C., dated June 13, 2022

31.1*

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1‡

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

‡ Furnished herewith

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Pursuant to Rule 405 of Regulation S-T, the following interactive data files formatted in Inline Extensible Business Reporting Language (iXBRL) are attached as Exhibit 101 to this Quarterly Report on Form 10-Q:


(i)			the Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021;
(ii)			the Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021;
(iii)			the Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2022 and 2021;
(iv)			the Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021; and
(v)			the Notes to Condensed Consolidated Financial Statements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	COMSTOCK HOLDING COMPANIES, INC.

Date: August 15, 2022	By:	/s/ CHRISTOPHER CLEMENTE
		Christopher Clemente Chairman and Chief Executive Officer

Date: August 15, 2022	By:	/s/ CHRISTOPHER GUTHRIE
		Christopher Guthrie Chief Financial Officer

chci-cpxmasterassetmanag

chci-cpres_sharexexchang

SHARE EXCHANGE AND PURCHASE AGREEMENT THIS SHARE EXCHANGE AND PURCHASE AGREEMENT (the “Agreement”), is made effective as of June 13, 2022 by and among Comstock Holding Companies, Inc., a Delaware corporation (the “Company”), and CP Real Estate Services, L.C. formerly known as Comstock Development Services, L.C., a Virginia limited liability company (“CPRES”). RECITALS: WHEREAS, CPRES received Three Million Four Hundred Forty Thousand Six Hundred and Eighty Nine (3,440,690) shares of the Company’s Series C Non-Convertible Preferred Stock, par value $0.01 per share, (the “Series C Shares”) from the Company as the result of prior investment transactions; WHEREAS, the Company is entering into a modified master asset management agreement with Comstock Partners, LC (“CP”) as of the date hereof (the “Asset Management Agreement”); WHEREAS, CPRES is wholly owned by Christopher D. Clemente, the Chief Executive Officer of the Company and the managing member of CP; and WHEREAS, to aid in the acceleration, growth and competitiveness of the Company’s asset management business, (i) CPRES desires to exchange its Series C Shares for the Class A Exchange Shares (as defined below) upon the terms and conditions set forth herein, and (ii) the Company desires to exchange the Series C Shares held by CPRES in exchange for the Class A Exchange Shares upon the terms and conditions set forth herein. AGREEMENT: NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration; the receipt and adequacy of which are hereby acknowledged, the Company and CPRES agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions. For purposes of this Agreement, the following terms have the meanings set forth below. “Agreement” shall have the meaning ascribed to it in the Preamble. “Asset Management Agreement” shall have the meaning ascribed to it in the Preamble. “Class A Exchange Shares” means 1,000,000 newly issued Class A Shares.

CHCI-CPRES Exchange Agreement “Class A Shares” means the Company’s Class A Common Stock, par value $0.01 per share. “Company” shall have the meaning ascribed to it in the Preamble but shall not include any subsidiaries and affiliates unless expressly referenced in this Agreement. “CPRES” shall have the meaning ascribed to it in the Preamble. “Escrow Agent” means Stewart Title and Escrow or any alternative escrow agent approved by the Company and CPRES. “Purchase Price” means Four Million and NO/100ths Dollars ($4,000,000). “Series C Shares” shall have the meaning ascribed to it in the Preamble. 1.2 Other Defined Terms. Other capitalized terms used in this Agreement which are not defined in this ARTICLE I shall have the meanings granted to them elsewhere in this Agreement. In the event there is a defined term not specifically defined in this Agreement, it shall have the meaning set forth in the Asset Management Agreement. ARTICLE II EXCHANGE OF SHARES AND PURCHASE PRICE TRANSACTION; CLOSING 2.1 The Exchange. Subject to the terms and conditions of this Agreement, on the Closing Date, the Company and CPRES shall undertake the following: 2.1.1 CPRES Exchange. CPRES shall assign, transfer and deliver to the Company all of its right, title, interest in and to the Series C Shares as set forth on Schedule 1 free and clear of any liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description (“Liens”) (except for those created by this Agreement and other than restrictions under applicable federal, state and other securities laws). 2.1.2 Company Exchange. In consideration for the exchange of the Series C Shares with the Class A Exchange Shares, the Company shall (i) issue to CPRES the Class A Exchange Shares as set forth on Schedule 1 upon surrender by CPRES of the certificate or certificates representing the Series C Shares (or in lieu thereof, the delivery of an affidavit of lost security in the customary form) accompanied by a stock power endorsed in blank, and (ii) pay the Purchase Price via wire transfer pursuant to the wire instructions provided by CPRES. 2.2 Valuation. (a) The Class A Exchange Shares will be valued by taking the consolidated closing bid price of the Class A Shares on Nasdaq on the day immediately preceding the entry into this Agreement.

CHCI-CPRES Exchange Agreement (b) The Series C Shares have a face value of $5.00 per share for a total stated value equal to Seventeen Million Two Hundred Thirty Thousand Four Hundred Forty Five Dollars ($17,230,445) (the “Redemption Value”). (c) CPRES and the Company acknowledge that the Class A Exchange Shares and the Purchase Price represent a discount to the Stated Value of the Series C Shares. CPRES acknowledges and agrees that the receipt of the Purchase Price and Class A Exchange Shares represents the full consideration to be paid for the Series C Shares. 2.3 Time and Place of Closing. The closing of the transactions set forth in this Agreement shall be held at 10:00 a.m. at the offices of (i) the Escrow Agent, (ii) the Company at 1900 Reston Metro Plaza, 10th Floor, Reston, Virginia 20190, on June 13, 2022, or (iii) on such other date, time or place as shall be mutually agreed upon by the Company and CPRES (the “Closing Date”); provided however, that the Closing Date shall be automatically extended if required to satisfy the provisions of this Agreement. ARTICLE III REPRESENTATIONS AND WARRANTIES 3.1 General Statement. All representations and warranties set forth herein or in any exhibit, certificate or other document delivered by a party hereto to any other party pursuant to this Agreement shall survive the Closing (and none shall merge into any instrument of conveyance), regardless of any investigation or lack of investigation by any of the parties to this Agreement. No specific representation or warranty shall limit the generality or applicability of a more general representation or warranty. 3.2 Representations and Warranties of CPRES. CPRES represents and warrants to the Company as follows: 3.2.1 Organization, Existence and Good Standing. CPRES is a limited liability company duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia. CPRES was formerly known as Comstock Development Services, LC and it has effected a name change in compliance with all regulatory requirements of the Commonwealth of Virginia 3.2.2 Power and Authority. CPRES has the power and authority to execute, deliver and perform this Agreement and each of the documents and instruments required to be entered into by it pursuant to this Agreement, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by it of this Agreement and each of the documents and instruments required to be entered into by it pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary limited liability company action and such authorization has not been withdrawn or amended in any manner. 3.2.3 Enforceability. This Agreement constitutes a legal, valid and binding obligation of CPRES (assuming that this Agreement has been, and each of the documents and

CHCI-CPRES Exchange Agreement instruments required to be entered into by CPRES pursuant to this Agreement will be, duly and validly authorized, executed and delivered by the other persons party thereto), enforceable against CPRES in accordance with their respective terms, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.2.4 Consents. No consent, approval or authorization of, or designation, declaration or filing with, any governmental authority or notice, approval, consent waiver or authorization from any third party is required on the part of CPRES with respect to CPRES’ execution, delivery or performance of its obligations under this Agreement or the consummation of the transactions contemplated hereby, except for any consent, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a material adverse effect on CPRES. 3.2.5 Ownership. CPRES is the sole record holder and beneficial owner of the Series C Shares. CPRES owns the Series C Shares free and clear of all liens. There are no outstanding rights, options, warrants, conversion rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate CPRES to sell the Series C Shares or any securities or obligations convertible or exchangeable into or exercisable for, or giving any person a right to subscribe for or acquire the Series C Shares. 3.2.6 Access to Information; Advice. CPRES (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the transactions contemplated hereby. CPRES has had the opportunity to discuss the transactions contemplated hereby with the management of the Company and has had the opportunity to obtain such information pertaining to the Company as has been requested. CPRES has received all information that it believes is necessary or appropriate in connection the transactions contemplated hereby. CPRES is an informed and sophisticated party and has engaged, to the extent CPRES deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. CPRES acknowledges that it has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of CPRES in this Agreement. CPRES is relying solely upon the advice of its own legal, tax and financial advisers with respect to the tax and other legal aspects of this Agreement. 3.2.7 Exemption from Registration. Neither CPRES nor any of its affiliates nor any person acting on behalf of or for the benefit of any of the forgoing, has paid or given, or agreed to pay or give, directly or indirectly, any commission or other remuneration (within the meaning of Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder) for soliciting the transactions contemplated hereby. CPRES also understands that the Class A Exchange Shares are being offered and issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 3(a)(9), Section 4(a)(2) of the Securities Act and/or Regulation D promulgated under the

CHCI-CPRES Exchange Agreement Securities Act. 3.2.8 Accredited Investor; No Registration. CPRES represents that it is an “accredited investor” within the meaning of Rule 501(a) of the Securities Act. CPRES understands that the Class A Exchange Shares have not been registered under the Securities Act or any other applicable securities laws. CPRES understands that the Class A Exchange Shares may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act and any other applicable securities laws or pursuant to an exemption therefrom, and in each case in compliance with the conditions set forth in this Agreement. 3.3 Representations and Warranties of the Company. The Company represents and warrants to CPRES, as follows: 3.3.1 Organization, Existence and Good Standing. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. 3.3.2 Foreign Good Standing. The Company has qualified as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business or the nature or location of its assets requires such qualification. 3.3.3 Power and Authority. The Company has all necessary corporate power and authority to carry on its business as such business is now being conducted. The Company has the corporate power and authority to execute, deliver and perform this Agreement and each of the documents and instruments required to be entered into by it pursuant to this Agreement, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and each of the documents and instruments required to be entered into by it pursuant to this Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action and such authorization has not been withdrawn or amended in any manner. 3.3.4 Enforceability. This Agreement constitutes a legal, valid and binding obligation of the Company (assuming that this Agreement has been, and each of the documents and instruments required to be entered into by the Company pursuant to this Agreement will be, duly and validly authorized, executed and delivered by the other persons party thereto), enforceable against the Company in accordance with their respective terms, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3.5 Consents. No consent, approval or authorization of, or designation, declaration or filing with, any governmental authority or notice, approval, consent waiver or

CHCI-CPRES Exchange Agreement authorization from any third party is required on the part of the Company with respect to the Company’s execution, delivery or performance of its obligations under this Agreement or the consummation of the transactions contemplated hereby, except for any consent, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a material adverse effect on the Company taken as a whole. 3.3.6 Capitalization of the Company. The authorized capital stock of the Company consists of the following: (i) 59,779,750 shares of Class A common stock, par value $0.01 per share, of which 8,199,678 are issued and outstanding, (ii) 220,250 shares of Class B common stock, par value $0.01 per share, of which 220,250 are issued and outstanding, (iii) 20,000,000 shares of preferred stock, par value $0.01 per share, of which 3,440,960 of the Company’s Series C Non Convertible Preferred Stock are issued and outstanding. The Company shall reserve for issuance and as of the Closing will have sufficient authorized Class A Shares to issue the Class A Exchange Shares. 3.3.7 SEC Requirements. The Company shall file at its expense all of the forms required to complete or disclose the transactions contemplated by this Agreement with the Securities and Exchange Commission, provided that CPRES shall provide any necessary information as required by CPRES. 3.3.8 Exemption from Registration. Neither the Company nor any of its affiliates nor any person acting on behalf of or for the benefit of any of the forgoing, has paid or given, or agreed to pay or give, directly or indirectly, any commission or other remuneration (within the meaning of Section 3(a)(9) of the Securities Act and the rules and regulations promulgated thereunder) for soliciting the transactions contemplated hereby. ARTICLE IV CONDITIONS TO CLOSING 4.1 Conditions to the Company’s Obligations. The obligation of the Company to close the transactions contemplated hereby is subject to the fulfillment of the following conditions on or prior to the Closing Date: 4.1.1 The representations and warranties made by CPRES shall be true, correct and complete in all material respects. 4.1.2 CPRES shall have delivered to the Company or the Escrow Agent all of the documents required by Sections 5.3 . 4.2 Conditions to CPRES’s Obligations. The obligation of CPRES to close the transactions contemplated hereby is subject to the fulfillment of the following conditions on or prior to the Closing Date: 4.2.1 The representations and warranties made by the Company shall be true, correct and complete in all material respects.

CHCI-CPRES Exchange Agreement 4.2.2 The Company shall have delivered to CPRES or the Escrow Agent all of the documents required by Section 5.2. ARTICLE V CLOSING AND DEFAULT 5.1 Delivery of Documents. At the Closing, the parties shall deliver the documents, and shall perform the acts, which are set forth in this ARTICLE V. 5.2 Company’s Deliveries at Closing. The Company shall execute and/or deliver to Escrow Agent and/or CPRES all of the following: 5.2.1 at the option of CPRES, a stock certificate evidencing the Class A Exchange Shares or its registration in book entry form, designated in the name of CPRES; 5.2.2 a closing certificate executed by an executive officer of the Company, pursuant to which the Company certifies to CPRES that: (a) the Company’s representations and warranties are true, correct and complete as of the Closing Date; and (b) all covenants required by the terms hereof to be performed by the Company on or before the Closing Date, to the extent not waived by CPRES, have been so performed; and 5.2.3 without limitation by specific enumeration of the foregoing, all documents reasonably required to be executed and delivered by the Company or actions to be taken by the Company pursuant to this Agreement. 5.3 CPRES’s Deliveries at Closing. CPRES shall execute and/or deliver to the Company all of the following: 5.3.1 a certificate evidencing the Series C Shares (or in lieu thereof, the delivery of an affidavit of lost security in customary form) accompanied by a stock power endorsed in blank; 5.3.2 a closing certificate executed by the manager of CPRES, pursuant to which CPRES certifies to the Company that: (a) CPRES’s representations and warranties are true, correct and complete as of the Closing Date; and (b) all covenants required by the terms hereof to be performed by CPRES on or before the Closing Date, to the extent not waived by the Company, have been so performed; 5.3.3 without limitation by specific enumeration of the foregoing, all documents reasonably required to be executed and delivered or actions to be taken by CPRES pursuant to this Agreement, including without limitation, all agreements required to be executed and delivered by CPRES or actions to be taken by CPRES pursuant to Section 2.1; and 5.3.4 without limitation by specific enumeration of the foregoing, all other documents reasonably required from CPRES to consummate the transactions contemplated hereby shall be timely delivered.

CHCI-CPRES Exchange Agreement ARTICLE VI POST-CLOSING AGREEMENTS 6.1 Further Assurances. Post-Closing, the parties shall execute such further documents, and perform such further acts, as may be necessary to comply with the terms of this Agreement and consummate the transactions contemplated hereby. ARTICLE VII TERMINATION 7.1 Termination. This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Closing: 7.1.1 by mutual written consent of the Company and CPRES; or 7.1.2 by either the Company or CPRES in writing, if the Closing has not occurred on or before July 30, 2022, unless the failure of the Closing to occur is the result of a breach of this Agreement by the party seeking to terminate this Agreement; 7.2 by either the Company or CPRES (but only so long as such party, as applicable, is not in material breach of its obligations under this Agreement) in writing, if a material breach of any provision of this Agreement that has been committed by the other party would cause the failure of any condition to Closing for the benefit of the non-breaching party and such breach is not subsequently waived by the non-breaching party or capable of being cured or is not cured within three business days after the breaching party receives written notice from the non- breaching party that the non-breaching party intends to terminate this Agreement pursuant to this Section 7.2; or 7.3 by either the Company or CPRES in writing, if there shall be any order, injunction or decree of any governmental authority which prohibits or restrains the parties from consummating the transactions contemplated hereby, and such order, injunction or decree shall have become final and non-appealable; provided that prior to termination under this Section 7.3, the party seeking to terminate this Agreement shall have used best efforts to have such order, injunction or decree vacated. ARTICLE VIII INDEMNIFICATION 8.1 Indemnification Obligations. The parties hereto shall jointly but not severally indemnify, save and hold each other harmless against and from any and all costs, expenses, losses, damages, claims and liabilities sustained or incurred by the other party, as a result of, or arising out of or by virtue of: 8.1.1 any inaccuracy in or breach of any representation and warranty made by a party to the other party herein or in any certificate or closing document delivered in connection herewith; and

CHCI-CPRES Exchange Agreement 8.1.2 the breach by a party or a failure by a party to comply with, any of the covenants or obligations set forth in this Agreement to be performed by the other party (including their obligations under this ARTICLE VIII). ARTICLE IX MISCELLANEOUS PROVISIONS 9.1 Notices. All notices required or permitted to be given hereunder shall be in writing and may be delivered by hand, electronic mail, by nationally recognized private courier, or by United States mail. Notices delivered by mail shall be deemed given three business days after being deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested. Notices delivered by hand, by electronic mail, or by nationally recognized private courier shall be deemed given on the first business day following receipt. All notices shall be addressed as follows: If to the Company: Comstock Holding Companies, Inc. 1900 Reston Metro Plaza 10th Floor Reston, Virginia 20190 Attention: Chief Financial Officer e-mail: cguthrie@comstockcompanies.com with a copy to: Comstock Holding Companies, Inc. 1900 Reston Metro Plaza 10th Floor Reston, Virginia 20190 Attention: General Counsel e-mail: jthompson@comstockcompanies.com If to CPRES : CP Real Estate Services, LC 1900 Reston Metro Plaza 10th Floor Reston, Virginia 20190 Attention: Managing Member e-mail: cclemente@comstockcompanies.com and/or to such other respective addresses and/or addressees as may be designated by notice given in accordance with this Agreement.

CHCI-CPRES Exchange Agreement 9.2 Entire Agreement. This Agreement, together with the instruments and other documents to be delivered by the parties pursuant to the provisions hereof constitute the entire agreement between the parties and shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. Each preamble and recital shall be considered incorporated into this Agreement. 9.3 Non-Waiver. The failure in any one or more instances of a party to insist upon performance of any of the terms, covenants or conditions of this Agreement, to exercise any right or privilege in this Agreement conferred, or the waiver by said party of any breach of any of the terms, covenants or conditions of this Agreement, shall not be construed as a subsequent waiver of any such terms, covenants, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party. 9.4 Counterparts. This Agreement may be executed in multiple counterparts and by facsimile, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument. 9.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, and, for purposes of such jurisdiction, such provision or portion thereof shall be struck from the remainder of this Agreement, which shall remain in full force and effect. This Agreement shall be reformed, construed and enforced in such jurisdiction so as to best give effect to the intent of the parties under this Agreement. 9.6 Applicable Law. This Agreement shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the internal Laws of the Commonwealth of Virginia applicable to contracts made in that state, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the Laws of any jurisdiction other than the Commonwealth of Virginia. 9.7 Binding Effect; Benefit. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and their successors and permitted assigns. Nothing in this Agreement, express or implied, shall confer on any person other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, including third party beneficiary rights. 9.8 Assignability. The Company or CPRES may assign its rights under this Agreement to an affiliate or a wholly-owned subsidiary without the permission of any other party to this Agreement. 9.9 Rule of Construction. The parties acknowledge and agree that each has negotiated and reviewed the terms of this Agreement, assisted by such legal counsel as they desired, and has contributed to its revisions. The parties further agree that the rule of

CHCI-CPRES Exchange Agreement construction that any ambiguities are resolved against the drafting party will be subordinated to the principle that the terms and provisions of this Agreement will be construed fairly as to all parties and not in favor of or against any party. 9.10 Waiver of Trial by Jury. EACH OF THE PARTIES HERETO WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LAWSUIT, ACTION OR PROCEEDING SEEKING ENFORCEMENT OF SUCH PARTY’S RIGHTS UNDER THIS AGREEMENT. 9.11 Consent to Jurisdiction. This Agreement has been executed and delivered in and shall be deemed to have been made in the Commonwealth of Virginia. The parties hereto each agree to the exclusive jurisdiction of the Circuit Court of Fairfax County, Virginia, with respect to any claim or cause of action arising under or relating to this Agreement, and waives personal service of any and all process upon it, and consents that all services of process be made by registered or certified mail, return receipt requested, directed to it at its address as set forth in Section 9.1, and service so made shall be deemed to be completed when received. The parties hereto each waive any objection based on forum non conveniens and waive any objection to venue of any action instituted hereunder. Nothing in this Section shall affect the right of any party to serve legal process in any other manner permitted by law. 9.12 Amendments. This Agreement shall not be modified or amended except pursuant to an instrument in writing executed and delivered on behalf of each of the parties hereto. 9.13 Headings. The headings contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. [signatures on following page]

CHCI-CPRES Exchange Agreement COMPANY: COMSTOCK HOLDING COMPANIES, INC. By: _____________________________________ Name: Christopher Guthrie Title: Chief Financial Officer CPRES: CP Real Estate Services, LC By: _____________________________________ Name: Christopher D. Clemente Title: Managing Member

Schedule 1 Exchange Shares and Purchase Price Consideration Type Delivered to CPRES Pursuant to Article II Delivered to the Company Pursuant to Article II Class A Exchange Shares 1,000,000 Series C Shares 3,440,690 Purchase Price $4,000,000

Document

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a),

as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Christopher Clemente, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Comstock Holding Companies, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 15, 2022						/s/ CHRISTOPHER CLEMENTE
						Christopher Clemente Chairman and Chief Executive Officer (Principal Executive Officer)

Document

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a),

as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Christopher Guthrie, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Comstock Holding Companies, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 15, 2022			/s/ CHRISTOPHER GUTHRIE
			Christopher Guthrie Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Document

Exhibit 32.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Comstock Holding Companies, Inc. (the “Company”) for the quarter ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of Christopher Clemente, Chairman and Chief Executive Officer of the Company, and Christopher Guthrie, Chief Financial Officer of the Company, certifies, to his best knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: August 15, 2022						/s/ CHRISTOPHER CLEMENTE
						Christopher Clemente Chairman and Chief Executive Officer

Date: August 15, 2022						/s/ CHRISTOPHER GUTHRIE
						Christopher Guthrie Chief Financial Officer

The foregoing certifications are not deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.