Comstock Holding Companies, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of December 31, 2020. Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as 15 Table of Contents appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2020. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act. We conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020 based on the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2020. Our management determined that, as of December 31, 2020, our internal control over financial reporting is effective. Limitations on the Effectiveness of Controls 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 assurance, at the reasonable assurance level, that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. Changes in Internal Control Over Financial Reporting No change has occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our last fiscal quarter ended December 31, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. The certifications of our principal executive officer and principal financial officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) are filed with this Annual Report on Form 10-K as Exhibits 31.1 and 31.2. The certifications of our principal executive officer and principal financial officer pursuant to 18 U.S.C.1350 are furnished with this Annual Report on Form 10-K as Exhibit 32.1. Item 9B. Other Information None. 16 Table of Contents PART III Item 10. Directors, Executive Officers, and Corporate Governance The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2021 Annual Meeting of Stockholders or an amendment to this Annual Report on Form 10-K. Item 11. Executive Compensation The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2021 Annual Meeting of Stockholders or an amendment to this Annual Report on Form 10-K. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2021 Annual Meeting of Stockholders or an amendment to this Annual Report on Form 10-K. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2021 Annual Meeting of Stockholders or an amendment to this Annual Report on Form 10-K. Item 14. Principal Accountant Fees and Services The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2021 Annual Meeting of Stockholders or an amendment to this Annual Report on Form 10-K. 17 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this Annual Report on Form 10-K: (1) Consolidated Financial Statements are listed in the Index to Financial Statements on page F-1 of this Annual Report on Form 10-K. (2) Schedules have been omitted because they are not applicable or because the information required to be set forth therein is included in the Consolidated Financial Statements or notes thereto. (3) Exhibits Exhibit Number Exhibit 3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 16, 2015). 3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Comstock Holding Companies, Inc. (incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the Commission on February 19, 2019). 3.3 Amended and Restated Bylaws (incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 31, 2005). 3.4 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 (incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the Commission on March 28, 2017). 3.5 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 (incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the Commission on February 19, 2019). 4.1 Specimen Stock Certificate (incorporated by reference to an exhibit to the Registrant’s Registration Statement on Form S-1, as amended, initially filed with the Commission on August 13, 2004 (No. 333-118193)). 10.1 Form of Indemnification Agreement (incorporated by reference to an exhibit to the Registrant’s Registration Statement on Form S-1, as amended, initially filed with the Commission on August 13, 2004 (No. 333-118193)). 10.2 2004 Long-Term Incentive Compensation Plan (incorporated by reference to an exhibit to the Registrant’s Registration Statement on Form S-1, as amended, initially filed with the Commission on August 13, 2004 (No. 333-118193)). + 10.3 Employee Stock Purchase Plan (incorporated by reference to an exhibit to the Registrant’s Registration Statement on Form S-1, as amended, initially filed with the Commission on August 13, 2004 (No. 333-118193)). + 10.4 Services Agreement, dated March 4, 2005, with Comstock Asset Management, L.C. (incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 31, 2005). 10.5 Employment Agreement with Christopher Clemente (incorporated by reference to an exhibit to the Registrant’s Registration Statement on Form S-1, as amended, initially filed with the Commission on August 13, 2004 (No. 333-118193)). + 10.6 Confidentiality and Non-Competition Agreement with Christopher Clemente (incorporated by reference to an exhibit to the Registrant’s Registration Statement on Form S-1, as amended, initially filed with the Commission on August 13, 2004 (No. 333-118193)). + 18 Table of Contents 10.7 Trademark License Agreement (incorporated by reference to an exhibit to the Registrant’s Registration Statement on Form S-1, as amended, initially filed with the Commission on August 13, 2004 (No. 333-118193)). 10.8 Lease Agreement, dated on or about December 31, 2009, with Comstock Asset Management, L.C. by Comstock Property Management, L.C., a subsidiary of Registrant (incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 31, 2010). 10.9 Credit Enhancement and Indemnification Agreement, dated February 17, 2011, by and between Registrant and Christopher D. Clemente and Gregory V. Benson (incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on May 13, 2011). 10.10 Form of warrant issued in connection with private placement by Comstock Growth Fund, L.C. (incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K filed with the Commission on April 14, 2015). 10.11 Section 382 Rights Agreement between Comstock Holding Companies, Inc. and American Stock Transfer & Trust Company, LLC dated March 27, 2015 (incorporated by reference to an Exhibit to the current report on Form 8-K filed with the Commission on March 27, 2015). 10.12 Form of Subscription Agreement and Operating Agreement dated August 15, 2016, between Comstock Investors X, L.C. and [-], with accompanying Schedule A identifying subscribers (incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 14, 2016). 10.13 Form of Warrant issued in connection with private placement by Comstock Investors X, L.C. (incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 14, 2016). 10.14 Operating Agreement, dated October 24, 2016, between Comstock Redland Road III, L.C. and SCG Development Partners, LLC to form Momentum General Partners, LLC (incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K filed with the Commission on April 17, 2017). 10.15 Share Exchange Agreement between Comstock Holding Companies, Inc. and Investor Management, L.C., Christopher Clemente and Teresa A. Schar dated March 22, 2017 (incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the Commission on March 28, 2017). 10.16 Asset Purchase Agreement, dated July 14, 2017, between CDS Capital Management, L.C., and Monridge Environmental, LLC (incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 16, 2017). 10.17 Amendment to the Operating Agreement, dated October 13, 2017, between Comstock Investors X, L.C. and Comstock Development Services, L.C. (incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 16, 2017). 10.18 Form of Warrant, dated October 13, 2017, between Comstock Investors X, L.C. and Comstock Development Services, L.C. (incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed on November 16, 2017). 10.19 Third Amended and Restated Promissory Note, dated May 22, 2018, between Comstock Holding Companies, Inc. and Comstock Growth Fund, L.C. (incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed on August 14, 2018). 10.20 Second Amended and Restated Operating Agreement of Comstock Growth Fund, L.C., dated May 22, 2018 (incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed on August 14, 2018). 19 Table of Contents 10.21 Membership Interest Exchange and Subscription Agreement, dated May 23, 2018, between Comstock Holding Companies, Inc., Comstock Growth Fund, L.C., and certain members of Comstock Growth Fund (incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed on August 14, 2018). 10.22 Comstock Holding Companies, Inc. 2019 Omnibus Incentive Plan (incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on January 22, 2019).+ 10.23 2019 Master Asset Management Agreement, dated January 2, 2019, between CDS Asset Management, L.C. and Comstock Development Services, LC (incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K filed with the Commission on April 15, 2020). 10.24 Form of Time-Based Restricted Stock Unit Agreement under the 2019 Omnibus Incentive Plan (incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K filed with the Commission on April 15, 2020). 10.25 Form of Performance Based Restricted Stock Unit Agreement under the 2019 Omnibus Incentive Plan (incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K filed with the Commission on April 15, 2020). 10.26 Amended and Restated Limited Liability Company Agreement of Comstock 3101 Wilson, LC dated February 7, 2020 (incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2020). 10.27 Ten Million ($10,000,000) Revolving Capital Line of Credit Agreement dated March 19, 2020, between Comstock Development Services, LC and Comstock Holding Companies, Inc. (incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on May 28, 2020). 10.28 Promissory Note dated March 27, 2020, between Comstock Holding Companies, Inc. and Comstock Development Services, LC (incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on May 28, 2020). 10.29 Note dated April 16, 2020 between Comstock Holding Companies, Inc. and MainStreet Bank pursuant to the Paycheck Protection Program authorized under the Coronavirus Aid, Relief and Economic Security Act (incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on May 28, 2020). 10.30 Amended and Restated Employment Agreement dated April 27, 2020, between Comstock Holding Companies, Inc. and Christopher Clemente (incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2020).+ 10.31 Letter of BDO USA, LLP dated June 24, 2020 (incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the Commission on June 24, 2020). 10.32* Deed of Lease dated November 1, 2020, between CRS Plaza I, LC and Comstock Holding Companies, Inc. 10.33* First Amendment to Amended and Restated Limited Liability Company Agreement of Momentum General Partners LLC dated November 9, 2020, between SCG Development Partners, LLC and Comstock Redland Road III, L.C. 10.34* Assignment of Membership Interest in Momentum General Partners, LLC dated November 9, 2020, between SCG Development Partners, LLC and Comstock Redland Road III, L.C. 14.1 Code of Ethics (incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 31, 2005). 21.1* List of subsidiaries 23.1* Consent of BDO USA, LLP 20 Table of Contents 23.2* Consent of Grant Thornton, LLP 31.1* Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 32.1* Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 101* The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in eXtensible Business Language (XBRL): (i) the Consolidated Balance Sheet, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Changes in Stockholder’s Equity, (iv) the Consolidated Statement of Cash Flows and (v) the Notes to the Consolidated Financial Statements. * Filed herewith. + Management contracts or compensatory plans, contracts or arrangements 21 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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: March 31, 2021 By: /s/ Christopher Clemente Christopher Clemente Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. Signature Capacity Date /s/ Christopher Clemente Chairman of the Board of Directors and March 31, 2021 Christopher Clemente Chief Executive Officer (Principal Executive Officer) /s/ Christopher Guthrie Chief Financial Officer March 31, 2021 Christopher Guthrie (Principal Financial Officer and Principal Accounting Officer) /s/ David Guernsey Director March 31, 2021 David M. Guernsey /s/ James MacCutcheon Director March 31, 2021 James A. MacCutcheon /s/ Robert Pincus Director March 31, 2021 Robert P. Pincus /s/ Socrates Verses Director March 31, 2021 Socrates Verses /s/ Joseph Squeri Director March 31, 2021 Joseph M. Squeri 22 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page COMSTOCK HOLDING COMPANIES, INC. AND SUBSIDIARIES Report s of Independent Registered Public Accounting Firm s F- 4 Consolidated Balance Sheets at December 31, 20 20 and 2019 F- 5 Consolidated Statements of Operations for the Years Ended December 31, 20 20 and 2019 F- 6 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 20 20 and 2019 F- 7 Consolidated Statements of Cash Flows for the Years Ended December 31, 20 20 and 2019 F- 8 Notes to Consolidated Financial Statements F- 9 F-1 Table of Contents Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders Comstock Holding Companies, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheet of Comstock Holding Companies, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2020, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the year ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates Consolidation of Variable Interest Entities As discussed in Notes 4 and 13 to the consolidated financial statements, the Company holds an equity investment in Comstock Investors X, L.C. (“Investors X”) and accounts for its investment as an unconsolidated variable interest entity (“VIE”) under the equity method. To reach its accounting conclusion, the Company evaluates whether it holds a controlling financial interest in Investors X. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly impact the VIE's economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. We identified the assessment of the primary beneficiaries of Investors X as a critical audit matter. The principal consideration that the assessment of the primary beneficiaries of Investors X is a critical audit matter is that auditing the Company’s determination of whether it has power required significant auditor judgment to evaluate both the activities of the investee that most significantly impact the investee’s economics and the distribution of the power among the members of Investors X through governing documents and related service agreements that ultimately determine the outcome of such activities. The Company’s determination that it does not have the power to direct the significant activities impacting each of the investees’ economic performance (“power”) is key to its determination that it is not the primary beneficiary of Investors X and does not have to consolidate the entity. F-2 Table of Contents Our audit procedures related to the assessment of the primary beneficiary of Investors X included the following, among others: • We read the Investors X governing documents (including related service agreements) and underlying financial information and made inquiries with management to obtain a detailed understanding of the entity and its operations. • We compared the key facts included in management's analysis to the governing documents and the Company's interests in Investors X. • We evaluated whether the Company’s conclusion that Investors X met the criteria of a VIE was appropriate and in accordance with relevant accounting guidance. • Through consultation with our national office, we evaluated whether the Company's assessment effectively identified the primary beneficiary of Investors X through an analysis of the significant activities of Investors X and which parties hold the power to direct those significant activities and the obligation to absorb losses or the right to receive benefits from Investors X, in accordance with relevant accounting guidance. • We considered the evidence obtained in other areas of the audit to determine if there were reconsideration events that had not been identified by the Company, including, among others, reading board minutes and confirming the terms of certain agreements, if any. / s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2020. Arlington, Virginia March 31, 2021 F-3 Table of Contents Report of Independent Registered Public Accounting Firm Stockholders and Board of Directors Comstock Holding Companies, Inc. Reston, Virginia Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Comstock Holding Companies, Inc. (the “Company”) as of December 31, 2019, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year then ended and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019, and the results of its operations and its cash flows for the year then ended , in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. / s/ BDO USA, LLP We served as the Company’s auditor from 2016 to 2019. Potomac, Maryland April 14, 2020 F-4 Table of Contents COMSTOCK HOLDING COMPANIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share and per share data) December 31, 2020 December 31, 2019 ASSETS Current assets: Cash and cash equivalents $ 7,032 $ 3,511 Trade receivables, net 1,482 1,886 Trade receivables - related parties 3,598 3,644 Prepaid and other assets, net 242 274 Total current assets 12,354 9,315 Equity method investments at fair value 6,307 8,421 Fixed assets, net 266 278 Operating lease right-of-use assets 7,914 114 Goodwill 1,702 1,702 Intangible assets, net 36 103 TOTAL ASSETS $ 28,579 $ 19,933 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accrued personnel costs $ 2,442 $ 2,916 Accounts payable 523 1,438 Accrued liabilities 964 166 Short term operating lease liabilities 569 — Short term notes payable - due to affiliates, net of discount — 5,706 Short term notes payable 5 77 Total current liabilities 4,503 10,303 Long term notes payable - due to affiliates 5,500 — Long term notes payable, net of deferred financing charges — 1,212 Long term operating lease liabilities, net of current portion 7,361 61 TOTAL LIABILITIES $ 17,364 $ 11,576 Commitments and contingencies (Note 10) STOCKHOLDERS’ EQUITY Series C preferred stock, $ 0.01 par value, 20,000,000 shares authorized, 3,440,690 shares issued and outstanding with a liquidation preference of $ 17,203 at December 31, 2020 and 2019 $ 6,765 $ 6,765 Class A common stock, $ 0.01 par value, 59,779,750 shares authorized, 7,953,729 and 7,849,756 issued and 7,868,159 and 7,764,186 outstanding at December 31, 2020 and 2019, respectively 79 78 Class B common stock, $ 0.01 par value, 220,250 shares authorized, issued and outstanding at December 31, 2020 and 2019 2 2 Additional paid-in capital $ 200,147 $ 199,372 Treasury stock, at cost ( 85,570 shares Class A common stock) ( 2,662 ) ( 2,662 ) Accumulated deficit ( 193,116 ) ( 195,198 ) TOTAL EQUITY $ 11,215 $ 8,357 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 28,579 $ 19,933 The accompanying notes are an integral part of these Consolidated Financial Statements. F-5 Table of Contents COMSTOCK HOLDING COMPANIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share data) For the years ended December 31, 2020 2019 Revenue Asset management $ 21,923 $ 19,605 Real estate services 6,803 5,712 Total revenue 28,726 25,317 Operating expenses Direct costs - asset management 18,445 16,561 Direct costs - real estate services 4,097 4,611 General and administrative 2,956 1,487 Sales and marketing 661 383 Operating income 2,567 2,275 Interest expense ( 379 ) ( 474 ) Other income, net 112 225 Income before income tax expense 2,300 2,026 Income tax expense ( 25 ) ( 2 ) Loss on equity method investments carried at fair value ( 193 ) ( 560 ) Net income from continuing operations 2,082 1,464 Net loss from discontinued operations, net of tax — ( 571 ) Net income $ 2,082 $ 893 Income per share from continuing operations Basic net income per share $ 0.26 $ 0.22 Diluted net income per share $ 0.24 $ 0.22 Loss per share from discontinued operations Basic net loss per share $ — $ ( 0.09 ) Diluted net loss per share $ — $ ( 0.09 ) Income per share Basic net income per share $ 0.26 $ 0.13 Diluted net income per share $ 0.24 $ 0.13 Basic weighted average shares outstanding 8,056 6,617 Diluted weighted average shares outstanding 8,539 6,799 The accompanying notes are an integral part of these Consolidated Financial Statements. F-6 Table of Contents COMSTOCK HOLDING COMPANIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Amounts in thousands, except per share data) Series C Preferred Stock Class A Class B Additional paid-in capital Treasury stock Accumulated deficit Non- controlling interest Total Shares Amount Shares Amount Shares Amount Balance at January 1, 2019 2,800 $ 7,193 3,703 $ 37 220 $ 2 $ 181,632 $ ( 2,662 ) $ ( 196,091 ) $ 15,706 $ 5,817 Stock compensation and issuances — — 71 1 — — 509 — — — 510 Accrued Liability settled through issuance of stock — — 63 — — — 141 — — — 141 Shares withheld related to net share settlement of restricted stock awards — — ( 12 ) — — — — — — — — Warrant exercises — — 200 2 — — 358 — — — 360 Class A stock conversion of non-controlling interest — — 3,824 38 — — 16,050 — — ( 16,019 ) 69 Series C conversion of non-controlling interest 641 ( 428 ) — — — — — — — ( 428 ) Gain on deconsolidation of discontinued operations — — — — — — 682 — — — 682 Net income — — — — — — — — 893 313 1,206 Balance at December 31, 2019 3,441 $ 6,765 7,849 $ 78 220 $ 2 $ 199,372 $ ( 2,662 ) $ ( 195,198 ) $ — $ 8,357 Stock compensation and issuances — — 107 1 — — 776 — — — 777 Accrued Liability settled through issuance of stock — — 30 — — — 68 — — — 68 Shares withheld related to net share settlement of restricted stock awards — — ( 33 ) — — — ( 69 ) — — — ( 69 ) Net income — — — — — — — — 2,082 — 2,082 Balance at December 31, 2020 3,441 $ 6,765 7,953 $ 79 220 $ 2 $ 200,147 $ ( 2,662 ) $ ( 193,116 ) $ — $ 11,215 The accompanying notes are an integral part of these Consolidated Financial Statements. F-7 Table of Contents COMSTOCK HOLDING COMPANIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands, except per share data) For the years ended December 31, 2020 2019 Cash flows from operating activities: Net income $ 2,082 $ 893 Adjustment to reconcile net income to net cash provided by operating activities Amortization of loan discount, loan commitment and deferred financing fees 27 84 Depreciation expense 159 150 Amortization expense 67 67 Earnings from unconsolidated joint venture, net of distributions 96 50 Stock-based compensation 777 479 Loss on equity method investments carried at fair value 193 560 Distributions from equity method investments carried at fair value 103 — Changes in operating assets and liabilities: Trade receivables 404 ( 956 ) Trade receivables - related party 46 ( 694 ) Deferred revenue — ( 1,875 ) Prepaid and other assets ( 64 ) 11 Lease liabilities 69 — Accrued personnel costs ( 474 ) 1,520 Accounts payable ( 915 ) 240 Accrued liabilities 866 72 Net cash provided by operating activities of discontinued operations — 7,793 Net cash provided by operating activities 3,436 8,394 Cash flows from investing activities: Contributions to equity method investments carried at fair value — ( 1,200 ) Distributions from equity method investments carried at fair value 1,818 1,525 Purchase of fixed assets ( 147 ) ( 207 ) Principal received on note receivable — 27 Net cash provided by investing activities 1,671 145 Cash flows from financing activities: Proceeds from notes payable 5,554 — Payments on notes payable ( 7,071 ) ( 228 ) Loan financing costs — ( 28 ) Proceeds from exercise of warrants — 360 Taxes paid related to net share settlement of equity awards ( 69 ) ( 35 ) Net cash used in financing activities from discontinued operations — ( 5,951 ) Net cash used in financing activities ( 1,586 ) ( 5,882 ) Net increase in cash and cash equivalents 3,521 2,657 Cash and cash equivalents, beginning of period 3,511 854 Cash and cash equivalents, end of period $ 7,032 $ 3,511 Supplemental cash flow information: Interest paid, net of interest capitalized $ 397 $ 420 Income taxes paid $ — $ — Supplemental disclosure for non-cash activity: Accrued liability settled through issuance of stock $ 68 $ 141 Conversion of noncontrolling interest to CHCI equity $ — $ 16,019 Gain on deconsolidation of Investors X recorded in APIC $ — $ 682 Increase in operating lease right-of-use assets $ 8,023 $ 170 Issuance of stock in lieu of interest due $ — $ 66 Gain on early extinguishment of debt $ 50 $ — PPP Loan proceeds received $ 1,954 $ — The accompanying notes are an integral part of these Consolidated Financial Statements. F-8 Table of Contents COMSTOCK HOLDING COMPANIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except per share data, number of units, or as otherwise noted) 1. ORGANIZATION Comstock Holding Companies, Inc., incorporated in 2004 as a Delaware corporation, is a multi-faceted asset management and services company primarily focused in the Washington, D.C. Metropolitan Statistical Area. In 2018, the Company made a strategic decision to transform its operating platform from being primarily focused on developing on-balance sheet, for-sale, homebuilding projects to being focused on commercial and residential asset management and real estate related services. On April 30, 2019 the Company announced the exit from the homebuilding business. The Company now operates through five primarily real estate focused subsidiaries – CDS Asset Management, LC (“CAM”), Comstock Residential Management, LC, Comstock Commercial Management, LC, Park X Management, LC and Comstock Environmental Services, LC (“CES”). See Note 21 - Subsequent Events for entity name changes that occurred on February 18, 2021. The Company’s homebuilding operations are presented in Discontinued Operations (see Note 19 – Discontinued Operations). References in these Consolidated Financial Statements to “Comstock,” “Company”, “we,” “our” and “us” refer to Comstock Holding Companies, Inc. together in each case with our subsidiaries unless the context suggests otherwise. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies and practices used in the preparation of the Consolidated Financial Statements is as follows: Basis of presentation The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and include the accounts of the Company and its consolidated subsidiaries. Intercompany balances and transactions have been eliminated. Investments in real estate ventures over which we exercise significant influence, but do not control, are accounted for either at fair value or under the equity method. When applying principles of consolidation, we begin by determining whether an investee entity is a variable interest entity ("VIE") or a voting interest entity. U.S. GAAP draws a distinction between voting interest entities, which are embodied by common and traditional corporate and certain partnership structures, and VIEs, broadly defined as entities for which control is achieved through means other than voting rights. For voting interest entities, the interest holder with control through majority ownership and majority voting rights consolidates the entity. For VIEs, determination of the "primary beneficiary" dictates the accounting treatment. We identify the primary beneficiary of a VIE as the enterprise having both (i) the power to direct the activities of the VIE that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the VIE. We perform the primary beneficiary analysis as of the inception of our investment and upon the occurrence of a reconsideration event. When we determine we are the primary beneficiary of a VIE, we consolidate the VIE; when we determine we are not the primary beneficiary of the VIE, we account for our investment in the VIE at fair value or under the equity method, based upon an election made at the time of investment. Our determination of the appropriate accounting method to apply for unconsolidated investments is based on the level of influence we have in the underlying entity. When we have an asset management or property management contract with a real estate limited partnership in which we also hold an ownership interest, the combination of our limited partner interest and the management agreement generally provides us with significant influence over such real estate limited partnership. Accordingly, we account for such investments either at fair value or under the equity method. We eliminate transactions with such subsidiaries to the extent of our ownership in such subsidiaries. Use of estimates The preparation of the 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. Actual results could differ from those estimates. Material estimates are utilized, including but not limited to, the valuation of equity method investments, valuation of deferred tax assets, analysis of goodwill impairment, and valuation of equity-based compensation. F-9 Table of Contents Discontinued Operations On July 23, 2019 the Company completed the transfer of Investors X subject to the Master Transfer Agreement (“MTA”). For the year ended December 31, 2019, we classified revenues and expenses related to Investors X into discontinued operations on the Consolidated Statement of Operations and the Consolidated Statements of Cash Flows. See Note 19 – Discontinued Operations. Cash and cash equivalents Cash and cash equivalents are comprised of cash and short-term investments with maturities of three months or less when purchased. The carrying amount of cash equivalents approximates fair value due to the short-term maturity of these investments. The Company maintains cash and cash equivalents in financial institutions that at times exceeds federally insured limits. Management believes that the Company’s credit risk exposure is mitigated by the financial strength of the banking institution in which the deposits are held. As of December 31, 2020, the Company had cash and cash equivalents of $ 5.3 million in U.S. bank accounts which were not fully insured by the Federal Deposit Insurance Corporation Trade Receivables and Concentration of Credit Risk Trade receivables are recorded at the amount invoiced. We reduce accounts receivable by estimating an allowance for amounts that may become uncollectible in the future. Management determines the estimated allowance for uncollectible amounts based on their judgements in evaluating the aging of the receivables and the financial condition of our clients, which may be dependent on the type of client and the client’s current financial condition. The Company does significant business with related party entities. Financial instruments that subject the Company to concentrations of credit risk consist primarily of related party receivables. The Company generally does not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of related party entities. The Company derives a substantial portion of its revenues from various related party entities; with related party entities accounting for 79 % of the Company’s total consolidated revenues in 2020. See Note 14 – Related Party Transactions for more information. Investments in real estate ventures We invest in certain real estate ventures that primarily own and operate real estate in two sectors, land development and commercial office. These investments take the form of equity ownership interests and, based upon investment-specific objectives, have included three to seven year planned investment periods. Our investments in real estate ventures are not redeemable until the disposition of the underlying real estate investment. We have elected to account for these equity method investments using the fair value option. For investments in real estate ventures reported at fair value, we maintain an investment account that is increased or decreased each reporting period by the difference between the fair value of the investment and the carrying value as of the balance sheet date. These fair value adjustments are reflected as gains or losses on the Consolidated Statements of Operations. The fair value of these investments as of the balance sheet date is generally determined using a Discounted Cash Flow (“DCF”) analysis, based upon unobservable inputs in the fair value hierarchy. See Note 4 - Equity Method Investments in Real Estate Ventures Carried at Fair Value for additional information on Investments in real estate ventures. Fixed assets, net Fixed assets are carried at cost less accumulated depreciation and are depreciated on the straight-line method over their estimated useful lives as follows: Leasehold improvements Shorter of asset life or related lease term Furniture and fixtures 7 years Office equipment 5 years Vehicles 3 years Computer equipment 3 years Capitalized software 3 years F-10 Table of Contents Leases Our operating leases are related to office space we lease in various buildings for our own use. The terms of these non-cancelable operating leases typically require us to pay rent and a share of operating expenses and real estate taxes, generally with an inflation-based rent increase included. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments (e.g. rent) over the lease term beginning at the commencement date. The Operating lease right-of-use assets are adjusted for lease incentives, deferred rent, and initial direct costs, if incurred. Our leases generally do not include an implicit rate; therefore, we use an incremental borrowing rate based on information available at the lease commencement date in determining the present value of future minimum lease payments. The related lease expense is recognized on a straight-line basis over the lease term. See Note 6 – Leases for more information. Goodwill and Intangible Assets Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a business acquisition. Following an acquisition, we perform an analysis to value the acquired company’s tangible and identifiable intangible assets and liabilities. With respect to identifiable intangible assets, we consider backlog, non-compete agreements, client relationships, trade names, patents and other assets. We amortize our intangible assets based on the period over which the contractual or economic benefits of the intangible assets are expected to be realized. We assess the recoverability of the unamortized balance of our intangible assets when indicators of impairment are present based on expected future profitability and undiscounted expected cash flows and their contribution to our overall operations. Should the review indicate that the carrying value is not fully recoverable, the excess of the carrying value over the fair value of the intangible assets would be recognized as an impairment loss. We perform our annual goodwill impairment review during our fourth quarter as of October 1. In addition, we regularly evaluate whether events and circumstances have occurred that may indicate a potential change in recoverability of goodwill. We perform interim goodwill impairment reviews between our annual reviews if certain events and circumstances have occurred, including a deterioration in general economic conditions, an increased competitive environment, a change in management, key personnel, strategy or customers, significant or unusual changes in market capitalization, negative or declining cash flows, or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods. When assessing goodwill for impairment, the Company may first assess qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than it’s carrying amount or elect to bypass such assessment. If it is determined that it is more likely than not that the fair value of a reporting unit is less than it’s carrying value, or the Company elects to bypass such assessment, the Company then determines the fair value of each reporting unit. The estimate of the fair value of each reporting unit is based on a projected discounted cash flow model that includes significant assumptions and estimates including the Company's discount rate, growth rate and future financial performance as well as a market multiple model based upon similar transactions in the market. Assumptions about the discount rate are based on a weighted average cost of capital built up from various interest rate components applicable to the Company. Assumptions about the growth rate and future financial performance of a reporting unit are based on the Company's forecasts, business plans, economic projections and anticipated future cash flows. Market multiples are derived from recent transactions among businesses of a similar size and industry. The fair value of each reporting unit is compared to the carrying amount of the reporting unit. If the carrying value of the reporting unit exceeds the fair value, then an impairment loss is recognized for the difference Debt Issuance Costs Costs incurred in connection with the issuance of long-term debt are deferred and amortized as interest expense over the term of the related debt using the effective interest method for term debt and on a straight-line basis for revolving debt. To the extent that debt is outstanding, these amounts are reflected in the Consolidated Balance Sheets as direct deductions of debt and as assets for costs related to revolving debt. See Note 8 for additional information on the Company's long-term debt and related debt issuance costs. F-11 Table of Contents Revenue recognition The Company’s revenues consist primarily of • Asset Management; • Property Management; • Capital Markets; • Leasing; • Project & Development Services; and • Environmental Remediation Asset Management Asset Management primarily provides comprehensive real estate asset management services to the CDS portfolio, representing a series of daily performance obligations delivered over time. Pricing includes a cost-plus management fee or a market-rate fee form of variable consideration. The Company earns whichever is higher. See Note 14 – Related Party Transactions. The amount of revenue recognized is presented gross for any services provided by our employees, as we control them. This is evidenced by our obligation for their performance and our ability to direct and redirect their work, as well as negotiate the value of such services. In the instances where we do not control third-party services delivered to the client, we report revenues net of the third-party reimbursements. Consistent with the transfer of control for distinct, daily services to the customer, revenue is typically recognized at the end of each period for the fees associated with the services performed. Property Management Property Management provides on-site day-to-day management services for owners of office, industrial, retail, multifamily residential and various other types of properties, representing a series of daily performance obligations delivered over time. Pricing is generally in the form of a monthly management fee based upon property-level cash receipts, square footage under management or some other variable metric. Revenues from project management may also include reimbursement of payroll and related costs for personnel providing the services and subcontracted vendor costs. Project management services represent a series of distinct daily services rendered over time. Consistent with the transfer of control for distinct, daily services to the customer, revenue is typically recognized at the end of each period for the fees associated with the services performed. The amount of revenue recognized is presented gross for any services provided by our employees, as we control them. This is evidenced by our obligation for their performance and our ability to direct and redirect their work, as well as negotiate the value of such services. In the instances where we do not control third-party services delivered to the client, we report revenues net of the third-party reimbursements. Capital Markets We offer clients commercial mortgage and structured financing services. We are compensated for our services via a fee paid upon successful commercial financing from third party lenders. The fee earned is contingent upon the funding of the loan, which represents the transfer of control for services to the customer. Therefore, we typically satisfy our performance obligation at the point in time of the funding of the loan, when there is a present right to payment. Leasing We provide strategic advice and execution for owners, investors, and occupiers of real estate in connection with the leasing of office, industrial and retail space. We are compensated for our services in the form of a commission. Our commission is paid upon signing of the lease by the tenant. We satisfy our performance obligation at a point in time; generally, at the time of the contractual event where there is a present right to payment. Project & Development Services We provide project and construction management services for owners and occupiers of real estate in connection with the management and leasing of office, industrial and retail space. The fees that we earn are typically variable based upon a percentage of project cost. We are compensated for our services in the form management fees. Project and construction management services represent a series of performance obligations delivered over time and revenue is recognized over time. F-12 Table of Contents Environmental Remediation We provide environmental remediation services for owners of real estate. Remediation services are generally contracted and performed by Comstock Environmental. We are compensated for our services as well as for the services of subcontractors used to perform remediation services. Fees earned are generally based upon employee time spent as well as a cost-plus arrangement for subcontractors used. Generally, environmental remediation services represent a series of performance obligations delivered over time and revenue is recognized over time. Contract Costs Expenses, primarily employee commissions, incurred on leasing and capital markets transactions represent substantially all our incremental costs to obtain revenue contracts. We apply the applicable practical expedient offered by ASC Topic 606 when the amortization period is one year or less and, therefore, recognize these costs as an operating expense as they are incurred. Stock compensation As discussed in Note 12, the Company sponsors stock option plans and restricted stock award plans. The Company accounts for its share-based awards pursuant to Accounting Standards Codification (“ASC”) 718, Share Based Payments . ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements over the service period based on their fair values at the date of grant. For the year ended December 31, 2020, total stock based compensation cost was $ 0.8 million which was charged to expenses within ‘general and administrative’ in the Consolidated Statement of Operations. For the year ended December 31, 2019, total stock based compensation cost was $ 0.5 million which was charged to expenses within ‘general and administrative’ and ‘Direct costs-real estate services’ in the Consolidated Statement of Operations. Income taxes Income taxes are accounted for under the asset and liability method in accordance with ASC 740, Accounting for Income Taxes . Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on the deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We provide a valuation allowance when we consider it “more likely than not” (greater than a 50% probability) that a deferred income tax asset will not be fully recovered. Adjustments to the valuation allowance are a component of the deferred income tax expense or benefit in the Consolidated Statement of Operations. Recently adopted accounting pronouncements In August 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2018-13, “Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), which removes, adds and modifies certain disclosure requirements for fair value measurements in Topic 820. ASU 2018-13 removes the following disclosure requirements: (i) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and (ii) the entity’s valuation processes for Level 3 fair value measurements. ASU 2018-13 adds the following disclosure requirements: (i) provide information about the measurement uncertainty of Level 3 fair value measurements as of the reporting date rather than a point in the future, (ii) disclose changes in unrealized gains and losses related to Level 3 measurements for the period included in other comprehensive income, and (iii) disclose for Level 3 measurements the range and weighted average of the significant unobservable inputs and the way it is calculated. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company adopted ASU 2018-13 prospectively as of January 1, 2020. The adoption did not have a material impact on our Consolidated Financial Statements. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), which modifies how companies recognize expected credit losses on financial instruments and other commitments to extend credit held by an entity at each reporting date. Existing GAAP requires an “incurred loss” methodology whereby companies are prohibited from recording an expected loss until it is probable that the loss has been incurred. ASU 2016-13 requires companies to use a methodology that reflects current expected credit losses (“CECL”) and requires consideration of a broad range of reasonable and F-13 Table of Contents supportable information to record and report credit loss estimates, even when the CECL is remote. Companies will be required to record the allowance for credit losses and deduct that amount from the basis of the asset. The guidance is effective for the Company for financial statement periods beginning after December 15, 2022, although early adoption is permitted. The Company is currently evaluating the impact this guidance will have on its financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740, Income Tax and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 will be effective for public business entities for annual reporting periods beginning after December 15, 2020, and interim periods within those periods. Early adoption is permitted. We do not expect the adoption of this pronouncement to have a material impact on our Consolidated Financial Statements. We have evaluated all other issued and unadopted Accounting Standards Updates and believe the adoption of these standards will not have a material impact on our consolidated statements of operations, comprehensive income, balance sheets, or cash flows . 3. TRADE RECEIVABLES & TRADE RECEIVABLES – RELATED PARTIES Trade receivables include amounts due from real estate services, asset management and project management. As of December 31, 2020 and 2019, the Company had $ 1.5 million and $ 1.9 million, respectively, of trade receivables. The Company records an allowance for doubtful accounts based on historical collection experience and the aging of receivables. As of December 31, 2020 and 2019, the allowance for doubtful accounts was de minimis based on the Company’s historical collection experience for receivables older than 90 days along with an analysis of collections received as of the filing date. As of December 31, 2020 and 2019, the Company had $ 3.6 million and $ 3.6 million, respectively, of receivables from related parties. The Company does not record an allowance for doubtful accounts related to receivables from related parties. This is due to the related party nature of the receivables along with the collection history. 4. EQUITY METHOD INVESTMENTS IN REAL ESTATE VENTURES CARRIED AT FAIR VALUE Based upon elections made at the date of investment, the Company reports the equity method investments in real estate ventures at fair value. For such investments, the Company increases or decreases the investment each reporting period by the change in the fair value and the Company reports the fair value adjustments in the Consolidated Statement of Operations in the ‘loss on equity method investments carried at fair value’ line item. Changes in fair value of the Company's investment in Investors X (defined below) are impacted by distributions as the fair value is based on finite cash flows from the wind-down of that entity. Fair value of equity method investments are classified as Level 3 of the fair value hierarchy. As of December 31, 2020 and 2019, the Company had equity method investments in real estate ventures at fair value of $ 6.3 million and $ 8.4 million, respectively. The table below shows the change in the Company’s investments in real estate ventures reported at fair value. 2020 2019 Fair value of investments as of January 1 $ 8,421 $ — Investments — 10,506 Distributions ( 1,921 ) ( 1,525 ) Change in fair value ( 193 ) ( 560 ) Fair value of investments as of December 31 $ 6,307 $ 8,421 See Note 14 – Related Party Transactions for additional discussion of our investments in real estate ventures at fair value. Investors X The Company has elected to account for the equity method investment in Comstock Investors X, L.C. (“Investors X”), a Variable Interest Entity (“VIE”) that owns the Company’s residual homebuilding operations at fair value. Fair value is determined using a discounted cash flow model based on expected future cash flows for income and realization events of the underlying asset. Expected future cash flows includes 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. F-14 Table of Contents As of December 31, 2020 and 2019, the fair value of the Company’s investment in Investors X is $ 5.1 million and $ 7.2 million, respectively. The Company received distributions of $ 1.8 million and 1.5 million during the years ended December 31, 2020 and 2019, respectively, and recognized a loss in fair value of $ 0.3 million and $ 0.6 million, respectively. Summarized Financial Information for Investors X For the Year Ended December 31, 2020 2019 Statement of Operations: Total revenue $ 14,515 $ 6,832 Direct costs 12,982 8,196 Net income (loss) $ 1,533 $ ( 1,364 ) Comstock Holding Companies, Inc. share of net income (loss) $ — $ — The Hartford On December 30, 2019, the Company made an investment related to the purchase of a stabilized commercial office building located at 3101 Wilson Boulevard in the Clarendon area of Arlington County, Virginia (the “Hartford”). The Company owns a 2.5 % equity interest in the asset at a cost of approximately $ 1.2 million. The Company has elected to account for the equity method investment in the Hartford at fair value. Fair value is determined using an income approach and sales comparable approach models. As of December 31, 2020 and 2019, the fair value of the Company’s investment in the Hartford was $ 1.2 million. The Company received distributions of $ 0.1 million during the year ended December 31, 2020. Summarized Financial Information for the Hartford Year Ended December 31, 2020 Statement of Operations: Total revenue $ 9,308 Direct costs 2,785 Other costs 8,860 Net loss $ ( 2,337 ) Comstock Holding Companies, Inc. share of net loss $ ( 58 ) 5. FIXED ASSETS, NET Fixed assets consist of the following: December 31, 2020 December 31, 2019 Computer equipment and capitalized software $ 957 $ 893 Furniture and fixtures 66 63 Office equipment 224 224 Vehicles 139 141 Leasehold improvements 56 6 1,442 1,327 Less: accumulated depreciation ( 1,176 ) ( 1,049 ) $ 266 $ 278 Depreciation expense, included in ‘general and administrative’ in the accompanying Consolidated Statements of Operations, amounted to $ 0.2 million and $ 0.2 million for the years ended December 31, 2020 and 2019, respectively. The company did not record impairments during the years ended December 31, 2020 and 2019. F-15 Table of Contents 6. LEASES The determination of whether an arrangement contains a lease and the classification of a lease, if applicable, is made at lease commencement, at which time the Company also measures and recognizes an ROU asset, representing the Company’s right to use the underlying asset, and a lease liability, representing the Company’s obligation to make lease payments under the terms of the arrangement. For the purposes of recognizing ROU assets and lease liabilities associated with the Company’s leases, the Company has elected the practical expedient to not recognize a ROU asset or lease liability for short-term leases, which are leases with a term of twelve months or less. The lease term is defined as the non-cancelable portion of the lease term plus any periods covered by an option to extend the lease if it is reasonably certain that the option will be exercised. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The rates implicit within the Company's leases are generally not determinable; therefore, the Company's incremental borrowing rate is used to determine the present value of lease payments. The determination of the Company’s incremental borrowing rate requires judgment. The Company looks to similar corporate credit ratings and bond yields when determining the incremental borrowing rate. The incremental borrowing rate is determined at lease commencement, or as of January 1, 2019 for operating leases in existence upon adoption of ASC 842. As of November 1, 2020, at the lease commencement of the new corporate office, the Company's incremental borrowing rate was determined to be 4.25 % The Company has operating leases for its office facilities as well as for office equipment. The Company's leases have remaining terms of less than one year to 10 years. The leases can contain various renewal and termination options. The period which is subject to an option to extend the lease is included in the lease term if it is reasonably certain that the option will be exercised. The period which is subject to an option to terminate the lease is included if it is reasonably certain that the option will not be exercised. Lease costs related to the Company's operating leases are generally recognized as a single ratable lease cost over the lease term. See Note 14 - Related Party Transactions for rent expense paid and recognized for the corporate office to related parties. Maturities of lease liabilities as of December 31, 2020 are as follows: Operating Leases 2021 $ 895 2022 917 2023 939 2024 961 2025 and future years 6,083 Total lease payments 9,795 Less: imputed interest 1,865 Present value of operating lease liabilities $ 7,930 The Company does no t have any lease liabilities which have not yet commenced as of December 31, 2020. 7. GOODWILL AND INTANGIBLES On July 17, 2017, Comstock Environmental, an entity wholly owned by CDS Capital Management, L.C., a subsidiary of the Company, purchased all of the business assets of Monridge Environmental, LLC for $ 2.3 million. Comstock Environmental operates in Maryland, Pennsylvania, New Jersey, and Delaware as an environmental services company, providing consulting, remediation, and other environmental services. Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed, and it is not deductible for income tax purposes. As of the acquisition date, goodwill consisted primarily of synergies resulting from the combination, expected expanded opportunities for growth and production, and savings in corporate overhead costs. As of December 31, 2020 and 2019 the balance of Goodwill was $ 1.7 million. This Goodwill is reflected within our Real Estate Services segment. Intangible assets include customer relationships which has an amortization period of four years . During the years ended December 31, 2020 and 2019, $ 0.1 million of intangible asset amortization was recorded in General and Administrative expense on the Consolidated Statement of Operations. F-16 Table of Contents December 31, 2020 December 31, 2019 Intangibles $ 268 $ 268 Less: accumulated amortization ( 232 ) ( 165 ) $ 36 $ 103 As of December 31, 2020, the future estimated amortization expense related to these intangible assets was: Amortization Expense 2021 $ 36 Total $ 36 No impairments of the Company’s goodwill and other intangible assets were recognized during the years ended December 31, 2020 and 2019. 8. DEBT Notes payable, due to affiliates Revolving Capital Line of Credit On March 19, 2020, the Company entered into a Revolving Capital Line of Credit Agreement (the “Loan Documents”) with CDS, pursuant to which the Company secured a $ 10.0 million capital line of credit (the “Revolver”). Under the terms of the Loan Documents, the Revolver provides for an initial variable interest rate of the Wall Street Journal Prime Rate plus 1.00 % per annum on advances made under the Revolver, payable monthly in arrears. The five -year term facility 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 CDS. This loan carries no covenants or collateral requirements. On March 27, 2020, the Company borrowed $ 5.5 million under the Revolver. The $ 5.5 million borrowed has a maturity date of April 30, 2023. Notes Payable Fully Repaid Comstock Growth Fund On October 17, 2014, the Company entered into an unsecured promissory note with Comstock Growth Fund (“CGF”) whereby CGF made a loan to the Company in the initial principal amount of $ 10.0 million and a maximum amount available for borrowing of up to $ 20.0 million with a three year term. On December 18, 2014, the loan agreement was amended and restated to provide for a maximum capacity of $ 25 million. On May 23, 2018, the Company entered into a Membership Interest Exchange and Subscription Agreement (the “Membership Exchange Agreement”), together with a revised promissory note agreement, in which a note (“CGF Note”) with an outstanding principal and accrued interest balance of $ 7.7 million was exchanged for 1,482,300 shares of the Company’s Series C Non-Convertible Preferred Stock, par value $ 0.01 per share and a stated liquidation value of $ 5.00 per share (the “Series C Preferred Stock”), issued by the Company to CDS. The Company exchanged the preferred equity for 91.5 % of CDS membership interest in the CGF promissory note. Concurrently, the face amount of the CGF promissory note was reduced to $ 5.7 million as of the Effective Date. The CGF Note bore interest at a fixed rate of 10 % per annum. Interest payments were made monthly in arrears. The Company is the administrative manager of CGF but does not own any membership interests. The Company had approximately $ 5.7 million of outstanding borrowings and accrued interest under the CGF loan, net of discounts, as of December 31, 2019. The maturity date for the CGF Note was April 16, 2020. The CGF Note was repaid prior to maturity during the year ended December 31, 2020. Secured financing As of December 31, 2019 the Company had retired two secured loans related to Comstock Environmental. One loan was used to finance the acquisition of Comstock Environmental, and carried a fixed interest rate of 6.5 %, and had a maturity date of October 17, 2022. At December 31, 2019, this financing had an outstanding balance of $ 0.7 million. This loan was retired during 2020. Comstock Environmental had an additional secured loan with an outstanding balance of $ 27 thousand as of December 31, 2019 to fund the purchase of an asset used in the business. This loan was retired during 2020. These financings were secured by the assets of Comstock Environmental and were guaranteed by our Chief Executive Officer. Unsecured financing F-17 Table of Contents As of December 31, 2019, the Company had one unsecured seller-financed promissory note with an outstanding balance of $ 595 thousand. This financing carried an annual interest rate of LIBOR plus 3 % and had a maturity date of July 17, 2022. This loan had $ 50 thousand due on the third and fourth loan anniversary dates with the remainder due at maturity. At December 31, 2019, the interest rate was 5.0 %. During 2020, the Company retired this promissory note. In addition, during the year ended December 31, 2020, the Company financed the Director’s and Officer’s insurance policy with a one year term loan. As of December 31, 2020, the balance on this loan was $ 5 thousand. During the years ended December 31, 2020 and 2019, the Company made interest payments of $ 0.4 million and $ 0.6 million, respectively. During the year ended December 31, 2020 the Company retired the $ 5.7 million of outstanding borrowings for the CGF Note and did not make principal payments for the Revolver. During the year ended December 31, 2019, the Company did no t make principal payments for the CGF loan. Notes payable consisted of the following: December 31, 2020 December 31, 2019 Secured financing $ — $ 694 Notes payable - due to affiliates, unsecured, net of $ 27 thousand discount and unamortized deferred financing charges as of December 31, 2019 5,500 5,706 Unsecured financing charges 5 595 Total notes payable, net $ 5,505 $ 6,995 As of December 31, 2020, maturities of our borrowings are as follows: 2021 $ 5 2022 — 2023 5,500 Total $ 5,505 9. CORONAVIRUS AID RELIEF AND ECONOMIC SECURITY ACT Paycheck Protection Plan Loan In response to the COVID-19 pandemic, the Paycheck Protection Program (the “PPP”) was established under the CARES Act and administered by the U.S. Small Business Administration (“SBA”). Companies who met the eligibility requirements set forth by the PPP could qualify for PPP loans provided by local lenders, which supports payroll, rent and utility expenses (“qualified expenses”). If the loan proceeds are fully utilized to pay qualified expenses over the covered period, as further defined by the PPP, the full principal amount of the PPP loan may qualify for loan forgiveness, subject to potential reduction based on the level of full-time employees maintained by the organization during the covered period as compared to a baseline period. In April 2020, the Company received proceeds of $ 1.95 million under the PPP (the "PPP Loan") provided by Mainstreet Bank (the “Lender”). Based on the term and conditions of the loan agreement, the term of the PPP loan is two years with an annual interest rate of 1% and principal and interest payments will be deferred for the first six-months of the loan term, which has been updated according to the Paycheck Protection Program Flexibility Act of 2020 (“Flexibility Act”). In June 2020, the Flexibility Act was signed into law, which amended the CARES Act. The Flexibility Act changed key provisions of the PPP, including, but not limited to, (i) provisions relating to the maturity of PPP loans, (ii) the deferral period covering of PPP loan payments and (iii) the process for measurement of loan forgiveness. More specifically, the Flexibility Act provides a minimum maturity of five years for all PPP loans made on or after the date of the enactment of the Flexibility Act (“June 5, 2020”) and permits lenders and borrowers to extend the maturity date of earlier PPP loans by mutual agreement. As of the date of this filing, the Company has not approached the Lender to request an extension of the current maturity date from two years to five years. The Flexibility Act also provides that if a borrower does not apply for forgiveness of a loan within 10 months after the last day of the measurement period (“covered period”), the PPP loan is no longer deferred and the borrower must begin paying principal and interest. Therefore, the Company’s deferral period for principal and interest payments was updated from six-months according to the terms and conditions of the loan agreement to ten months. In addition, the F-18 Table of Contents Flexibility Act extended the length of the covered period from eight weeks to 24 weeks from receipt of proceeds, while allowing borrowers that received PPP loans before June 5, 2020 to determine, at their sole discretion, a covered period of either eight weeks or 24-weeks. After reviewing the applicable terms and conditions of the Flexibility Act, the Company has elected to extend the length of the covered period from the lesser of (i) period whereby qualified expenses equal loan proceeds or (ii) 24 weeks. The Company has performed initial calculations for the PPP loan forgiveness according to the terms and conditions of the SBA’s Loan Forgiveness Application (Revised June 16, 2020) and, based on such calculations, expects that the PPP loan will be forgiven in full. In addition, the Company has determined that it is probable the Company will meet all the conditions of the PPP loan forgiveness. Therefore, the Company recognized PPP funding as a contra-expense during the periods when qualified expenses were incurred. The contra-expense recognized lowered the reimbursable costs, billed as revenue, to clients under certain contracts where the Company earns revenue from expenses incurred. The balance and activity related to the PPP loan is as follows as of December 31, 2020. December 31, 2020 PPP loan proceeds $ 1,954 Qualified expenses eligible for forgiveness $ ( 1,954 ) PPP loan balance $ — The Company submitted the PPP loan forgiveness application to the lender in December 2020. In accordance with the terms and conditions under the Flexibility Act, the lender has 60 days from receipt of the completed application to issue a decision to the SBA. If the lender determines that the borrower is entitled to forgiveness of some or all of the amount applied for under the statute and applicable regulations, the lender must request payment from the SBA at the time the lender issues its decision to the SBA. The Lender completed its review and submitted the Company's forgiveness application to the SBA in February 2021. The SBA will, subject to any SBA review of the loan or loan application, remit the appropriate forgiveness amount to the lender, plus any interest accrued through the date of payment, not later than 90 days after the lender issues its decision to the SBA. Pursuant to the Flexibility Act, the Company’s PPP loan agreement will be amended in the event that no amount or less than all of the PPP loan is forgiven. In addition, starting in August 2021, the Company will be required to make principal and interest payments totaling $ 0.1 million per month or an adjustment amount based on the loan amendment over the remaining term of the PPP loan until such time the loan is fully settled. The Company may prepay the PPP loan at any time without penalty and the loan agreement evidencing the PPP Loan contains customary events of default relating to, among other things, payment defaults, or breaches of representations and warranties, or other provisions of the loan agreement. The occurrence of an event of default may trigger the immediate repayment of all amounts outstanding, collection of all amounts owing from the Company, and/or the Lender filing suit and obtaining a judgment against the Company. Deferral of Social Security Tax Payments Pursuant to sections 2302(a)(1) and (a)(2) of the CARES Act, the Company has elected to defer payments of its share of Social Security tax due during the "payroll tax deferral period". The payroll tax deferral period began on August 1, 2020 and ended December 31, 2020. At December 31, 2020 the total amount of such deferral was $ 0.2 million and is reflected within 'Accrued personnel costs' on our consolidated balance sheet. Per the terms of the deferral program, 50% of the deferred amount is due on December 31, 2021, and the remaining 50% is due on December 31, 2022 at 0% interest. 10. COMMITMENTS AND CONTINGENCIES The Company leases its headquarters under a non-cancelable operating lease. The lease contains various renewal options. See Note 6 for further discussion of the Company's operating lease commitments. Currently, and from time to time, the Company is involved in litigation incidental to the conduct of its business. In accordance with GAAP, the Company records a provision for a liability when it is both probable that a liability has been incurred and the amount can be reasonably estimated. While it is possible that an unfavorable outcome may occur as a result of one or more of the Company’s current litigation matters, at this time management has concluded that the resolutions of these matters are not expected to have a material effect on the Company's consolidated financial position, future results of operations or liquidity. Legal defense costs are expensed as incurred. F-19 Table of Contents 11. FAIR VALUE DISCLOSURES We measure certain assets and liabilities in accordance with ASC 820, Fair Value Measurements and Disclosures, which defines fair value as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants on the measurement date. In addition, it establishes a framework for measuring fair value according to the following three-tier fair value hierarchy: • Level 1 - Quoted prices for identical assets or liabilities in active markets accessible as of the measurement date; • Level 2 - Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and • Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Financial Instruments The carrying amounts reported in the Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities are reasonable estimates of their fair values based on their short maturities. The fair value of fixed and floating rate debt is based on unobservable inputs (Level 3 inputs). The fair value of the fixed and floating rate debt was estimated using a discounted cash flow analysis on the blended borrower rates currently available to the Company for loans with similar terms. The following table summarizes the fair value of fixed and floating rate debt and the corresponding carrying value of fixed and floating rate debt as of: December 31, 2020 December 31, 2019 Carrying amount $ 5,505 $ 6,995 Fair value $ 5,485 $ 6,820 Fair value estimates are made at a specific point in time, based on relevant market information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore, cannot be determined with precision. Changes in assumptions, such as an acceleration of amounts due and payable, could significantly affect the estimates. Investments in Real Estate Ventures at Fair Value We report our two investments in real estate ventures at fair value. For such investments, we increase or decrease our investment each reporting period by the change in the fair value and we report these fair value adjustments in the Consolidated Statements of Operations. Please see note 4 - Equity method Investments in real estate ventures carried at fair value for additional information. For our investments in real estate ventures at fair value, we estimate the fair value using the level 3 Income Approach or a sales comparable approach to determine a fair value. Critical inputs to fair value estimates include various level 3 inputs such as valuations of the underlying real estate assets and borrowings, which incorporate investment-specific assumptions such as discount rates, capitalization rates, rental and expense growth rates, and asset-specific market borrowing rates. As of December 31, 2020 and 2019, investments in the real estate ventures at fair value was approximately $ 6.3 million and $ 8.4 million, respectively. Non-Recurring Fair Value Measurements 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 to determine if impairment has occurred. Such fair value measurements use significant unobservable inputs and are classified as Level 3. F-20 Table of Contents 12. STOCKHOLDERS EQUITY Common Stock Our certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock. As of December 31, 2020, we are authorized to issue 59,780 thousand shares of Class A common stock and 220 thousand shares of Class B common stock, each with a par value of $ 0.01 per share. Holders of our Class A common stock and Class B common stock are entitled to dividends when, as and if, declared by our board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of December 31, 2020, we have not declared any dividends. The holder of each share of Class A common stock is entitled to one vote, while the holder of each share of Class B common stock is entitled to fifteen votes. 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. Class A common stock and Class B common stock are referred to as common stock throughout the notes to these financial statements, unless otherwise noted. As of December 31, 2020, there were 8.0 million shares of Class A common stock issued and 7.9 million shares outstanding. As of December 31, 2020, there were 220 thousand shares of Class B common stock issued and outstanding. Preferred Stock The Company's certificate of incorporation authorizes the issuance of Series C non-convertible preferred stock, par value $ 0.01 per share and a stated value of $ 5.00 per share. As of December 31, 2020, the Company is authorized to issue 20.0 million shares of Series C preferred stock. As of December 31, 2020, there were 3.4 thousand shares of Series C preferred stock issued and outstanding. The Series C Preferred Stock has a discretionary, non-cumulative, dividend feature and is redeemable for $ 5.00 per share. The Series C Preferred Stock is redeemable by holders in the event of liquidation or change in control of the Company. Stock-based Compensation Plans On December 14, 2004, the Company adopted the 2004 Long-Term Compensation Plan (the “2004 Plan”). On February 12, 2019 the Company approved the 2019 Omnibus Incentive Plan (the “2019 Plan”) which replaced the 2004 Plan. The 2019 Plan provides for the issuance of stock options, stock appreciation rights, or SARs, restricted stock, deferred stock, dividend equivalents, bonus stock and awards in lieu of cash compensation, other stock-based awards and performance awards. Any shares issued under the Plan typically vest over periods of four years . Stock options issued under the plan expire 10 years from the date they are granted. The 2019 Plan authorized 2.5 million shares of our Class A Common Stock subject to adjustment for forfeitures and tax withholding. As of December 31, 2020 and 2019, there were 2.1 million shares available for issuance under the 2019 Plan. The fair value of each option award is calculated on the date of grant using the Black-Scholes option pricing model and certain subjective assumptions. Expected volatilities are calculated based on our historical trading activities. We recognize forfeitures as they occur. The risk-free rate for the periods is based on the U.S. Treasury rates in effect at the time of grant. The expected term of options is based on the Company’s historical experience. The following table summarizes the assumptions used to calculate the fair value of options during 2019. There were no options granted in 2020. 2019 Weighted average fair value of options granted $ 1.65 Dividend yields — Expected volatility 82.03%-82.32% Weighted average expected volatility 82.27 % Weighted average risk-free interest rates 2.15 % Weighted average expected term (in years) 8 The following table summarizes information about stock option activity: F-21 Table of Contents Shares Weighted Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2019 418 $ 3.42 7.67 $ 9 Granted 104 1.89 Exercised — — Forfeited or Expired ( 7 ) 12.01 Outstanding at December 31, 2019 515 $ 2.96 7.24 $ 60 Granted — — Exercised — — Forfeited or Expired ( 79 ) 3.75 Outstanding at December 31, 2020 436 $ 2.81 6.74 $ 424 Exercisable at December 31, 2020 274 $ 3.23 5.12 $ 256 As of December 31, 2020 and 2019, the weighted-average remaining contractual term of unexercised stock options was 5.1 years and 4.5 years, respectively. A summary of the Company’s restricted share activity is presented below: Shares Weighted Average Grant Date Fair Value Restricted unvested at January 1, 2019 138 $ 2.18 Granted 254 2.33 Vested ( 46 ) 2.18 Forfeited or Expired — — Outstanding at December 31, 2019 346 $ 2.29 Granted 636 1.96 Vested ( 112 ) 2.27 Forfeited or Expired — — Unvested at December 31, 2020 870 $ 2.06 As of December 31, 2020 and 2019, there was $ 1.1 million and $ 0.6 million, respectively, of unrecognized compensation cost related to nonvested stock options and restricted stock issuances granted under the 2019 Plan and 2004 Plan, respectively. The Company intends to issue new shares of its common stock upon vesting of restricted stock grants or the exercise of stock options. In November 2014, our board of directors approved a share repurchase program authorizing the Company to repurchase up to 429 thousand shares of our Class A common stock in one or more open market or privately negotiated transactions depending on market price and other factors. At December 31, 2020 and 2019, 404 thousand shares of our Class A common stock remain available for repurchase pursuant to our share repurchase agreement. 13. CONSOLIDATION OF VARIABLE INTEREST ENTITIES Consolidated Real Estate Inventories in assets of discontinued operations Included within the Company’s net loss from discontinued operations, net of tax are the activities of real estate entities that were determined to be VIEs. These entities have been established to own and operate real estate property and were deemed VIEs primarily based on the fact that the equity investment at risk is not sufficient to permit the entities to finance their activities without additional financial support. Prior to July 23, 2019 the Company determined that it was the primary beneficiary of these VIEs as a result of the Company’s majority voting rights and complete operational control of these entities. F-22 Table of Contents Prior to April 30, 2019, the Company evaluated Investors X and determined that the equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial support and the Company was the primary beneficiary of the VIE as a result of its complete operational control of the activities that most significantly impact the economic performance and its obligation to absorb losses or receive benefits. As a result of the April 30, 2019 Master Transfer Agreement ("MTA") entered into between the Company and CDS, the Company determined that Investors X is considered held for sale effective April 30, 2019 and Investors X activities were reclassified to discontinued operations in the accompanying Consolidated Financial Statements. On July 23, 2019, the Investors X operating agreement was amended to clarify certain definitions resulting in the Company no longer being the primary beneficiary of Investors X. Therefore, the assets and liabilities of Investors X were deconsolidated effective July 23, 2019 in the Consolidated Balance Sheets of the Company. 14. RELATED PARTY TRANSACTIONS Lease for Corporate Headquarters The Company previously leased its corporate headquarters from an affiliate controlled and owned by our CEO and family. 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 our Chief Executive Officer and family, as landlord. Future minimum lease payments under this lease, which expires on October 31, 2030, is $ 9.8 million. The Company is also responsible for the pro-rata share common area maintenance costs to the landlord. For each of the years ended December 31, 2020 and 2019, total rental payments made were $ 0.5 million and $ 0.6 million, respectively. Rent expense for the years ended December 31, 2020 and 2019 was $ 0.6 million and $ 0.6 million, respectively. This is reflected within 'Direct costs - asset management' as it is a reimbursable costs under the 2019 AMA. Asset Management Agreement On March 30, 2018, CAM, an entity wholly owned by the Company, entered into that AMA with CDS. The effective date of the AMA is January 2, 2018. Pursuant to the AMA, CDS has engaged CAM to manage and administer the CDS’ commercial real estate portfolio and the day to-day operations of CDS and each property-owning subsidiary of CDS (the "CDS Portfolio"). Pursuant to the terms of the AMA, CAM will provide investment advisory, development and asset management services necessary to build out, stabilize and manage certain assets. Pursuant to the AMA, CDS will pay CAM an annual cost-plus fee (the “Annual Fee”) in an aggregate amount equal to the sum of (i) the employment expenses of personnel dedicated to providing services to the CDS Portfolio pursuant to the AMA, (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 as a public company, and (iii) a fixed annual payment of $ 1.0 million. 2019 Amended Asset Management Agreement On April 30, 2019, CAM entered into the 2019 AMA with CDS, which amends and restates in its entirety the asset management agreement between the parties dated March 30, 2018 with an effective date as of January 1, 2018. Pursuant to the 2019 AMA, CDS will engage CAM to manage and administer the Anchor Portfolio and the day to-day operations of CDS and each property-owning subsidiary of CDS (collectively, the “CDS Entities”). Pursuant to the 2019 AMA, the Company provides asset management services related to the build out, lease-up and stabilization, and management of the Anchor Portfolio. CDS pays the Company and its subsidiaries annual fees equal to the greater of either (i) an aggregate amount equal to the sum of (a) an asset management fee equal to 2.5 % of revenues generated by properties included in the Anchor Portfolio; (b) a construction management fee equal to 4 % of all costs associated with Anchor Portfolio projects in development; (c) a property management fee equal to 1 % of the Anchor Portfolio revenues, (d) an acquisition fee equal to up to 0.5 % of the purchase price of acquired assets; and (f) a disposition fee equal to 0.5 % of the sales price of an asset on disposition; or (ii) an aggregate amount equal to the sum of (x) the employment expenses of personnel dedicated to providing services to the Anchor Portfolio pursuant to the 2020 AMA, (y) the costs and expenses of the Company related to maintaining the public listing of its shares and complying with related regulatory and reporting obligations, and (z) a fixed annual payment of $ 1.0 million. In addition to the annual payment of the greater of either the Market Rate Fee or the Cost Plus Fee, the Company also is entitled on an annual basis to the following additional fees: (i) an incentive fee equal to 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 F-23 Table of Contents CDS invested capital (ii) an investment origination fee equal to 1 % of raised capital, (iii) a leasing fee equal to $ 1.00 /sf for new leases and $ 0.50 /sf for renewals; and (iv) mutually agreeable loan origination fees related to the Anchor Portfolio. The 2019 AMA will terminate on December 31, 2027 (“Initial Term”), an extension from the original termination date of December 31, 2022, and will automatically renew for successive additional one year terms (each an “Extension Term”) unless CDS delivers written notice of non-renewal of the 2190 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 2019 AMA, CDS is entitled to terminate the 2019 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 2019 AMA, CDS is required to pay a termination fee equal to (i) the Market Rate Fee or the Cost Plus Fee paid to CAM for the calendar year immediately preceding the termination , and (ii) a one-time payment of the Incentive Fee as if the CRE Portfolio were liquidated for fair market value as of the termination date; or the continued payment of the Incentive Fee as if a termination had not occurred. Residential, Commercial and Parking Property Management Agreements The Company entered into separate residential property management agreements with properties owned by CDS Entities under which the Company receives fees to manage and operate the properties including tenant communications, leasing of apartment 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 CDS 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 are each for one year initial terms with successive, automatic one year renewal terms, unless sooner terminated. 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 CDS 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. Business Management Agreements On April 30, 2019, CAM entered into a Business Management Agreement (the “BMA”) with Investors X, whereby CAM will provide 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 Management Agreement is $ 937.5 thousand, payable in fifteen quarterly installments of $ 62.5 thousand each. The Hartford Investment On December 30, 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. The Company’s maximum amount of investment related to the purchase of the Hartford is $ 1.2 million. In conjunction with the investment, the Company entered into an operating agreement with Partners to form Comstock 3101 Wilson, LC, to purchase the Hartford. Pursuant to the Operating Agreement, the Company holds a minority membership interest of the Hartford and the remaining membership interests of the Hartford are held by Partners. Partners is the manager of the Hartford. At the closing of the acquisition of the Hartford, the Company received an acquisition fee of $ 500 thousand and is entitled to asset management, property management, construction management and leasing fees for its F-24 Table of Contents management of the Property pursuant to separate agreements between the Hartford, or its affiliates, and the Company, or its affiliates. The Company is also entitled to an incentive fee related to the performance of the investment. On February 7, 2020, the Company, Partners 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 Owner. In furtherance thereof, on February 7, 2020, the Original Operating Agreement for the Hartford Owner was amended and restated (the “A&R Operating Agreement”) to memorialize the Company’s and Partners’ assignment of 100 % of its membership interests in the Hartford Owner to DWC. As a result thereof, DWC is the sole member of the Hartford Owner. The Company and Partners, respectively, hold minority membership interests in, and DWF holds the majority membership interest in, DWC. The Company’s ownership interest in the Hartford remains at 2.5 %. Private Placements and Promissory Notes On March 19, 2020, the Company entered into a Revolving Capital Line of Credit Agreement (the “Loan Documents”) with CDS, pursuant to which the Company secured a $ 10.0 million capital line of credit (the “Revolver”). Under the terms of the Loan Documents, the Revolver provides for an initial variable interest rate of the WSJ Prime Rate plus 1.00 % per annum on advances made under the Revolver, payable monthly in arrears. The five -year term facility 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 CDS. On March 27, 2020 the Company borrowed $ 5.5 million under the Revolver. On April 10, 2020, the capital provided to the Company by the Revolver was utilized to retire all of the Company’s 10 % corporate indebtedness maturing in 2020 owed to CGF. See Note 8 - Debt for further description of the CGF Private Placement and the Revolver. Revenues from Related Parties The following table details the revenue earned from related parties. Years ended 2020 2019 Related party revenue Asset management $ 21,818 $ 19,370 Real estate services 945 1,192 Total Related Party Revenue $ 22,763 $ 20,562 15. UNCONSOLIDATED JOINT VENTURE The Company accounts for its interest in its title insurance joint venture using the equity method of accounting and adjusts the carrying value for its proportionate share of earnings, losses and distributions. The investment in the unconsolidated joint venture was $ 29.0 thousand and $ 125.0 thousand as of December 31, 2020 and 2019, respectively, and is included within ‘Prepaid and other assets, net’ in the accompanying Consolidated Balance Sheets. Earnings for the years ended December 31, 2020 and 2019, from this unconsolidated joint venture of $ 33 thousand and $ 222 thousand, respectively, is included in ‘Other income, net’ in the accompanying Consolidated Statement of Operations. During the years ended December 31, 2020 and 2019, the Company collected and recorded a distribution of $ 130 thousand and $ 172 thousand, respectively, from this joint venture as a return on investment. Summarized financial information for the unconsolidated joint venture is as follows: Years ended December 31, 2020 2019 Statement of Operations: Total net revenue $ 185 $ 558 Total expenses 119 115 Net income $ 66 $ 443 Comstock Holding Companies, Inc. share of net income $ 33 $ 222 16. REVENUE F-25 Table of Contents The following table presents the Company’s revenues from contracts with customers disaggregated by categories which best represents how the nature, amount, timing and uncertainty of revenues are affected by economic factors. Years ended December 31, 2020 2019 Revenue by customer Related party $ 22,763 $ 20,562 Commercial 5,963 4,755 Total Revenue by Customer $ 28,726 $ 25,317 Years ended December 31, 2020 2019 Revenue by contract type Fixed-price $ 5,229 $ 4,137 Cost-plus 13,702 14,546 Time and Material 9,795 6,634 Total Revenue by contract type $ 28,726 $ 25,317 For the years ended December 31, 2020 and 2019, $ 28.0 million and $ 23.3 million of our revenues were earned for contracts where revenue is recognized over time, respectively. For the years ended December 31, 2020 and 2019, $ 0.8 million and $ 2.1 million of our revenues were earned for contracts where revenue is recognized at a point in time, respectively. 17. NET INCOME (LOSS) PER SHARE The weighted average shares and share equivalents used to calculate basic and diluted (loss) income for continuing and discontinued operations per share for the years ended December 31, 2020 and 2019 are presented in the accompanying Consolidated Statements of Operations. Restricted stock awards, stock options and warrants for the years ended December 31, 2020 and 2019 are included in the diluted income (loss) per share calculation using the treasury stock method and average market prices during the periods, unless their inclusion would be anti-dilutive. The following share equivalents have been excluded from the continuing operations dilutive share computation for the years ended December 31, 2020 and 2019 as their inclusion would be anti-dilutive. Years Ended December 31, 2020 2019 Restricted stock awards 1 — Stock options 134 237 Warrants 548 604 683 841 The following share equivalents have been excluded from the discontinued operations dilutive share computation for the years ended December 31, 2020 and 2019 as their inclusion would be anti-dilutive. Years Ended December 31, 2020 2019 Restricted stock awards — 207 Stock options — 263 Warrants — 604 — 1,074 18. INCOME TAXES F-26 Table of Contents During the year ended December 31, 2020, the Company recognized income tax expense of $ 25 thousand from continuing operations and the effective tax rate was 0.45 %. During the year ended December 31, 2019, the Company recognized income tax expense of $ 2 thousand and the effective tax rate was 0.29 %. 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. The Company assesses available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of existing deferred tax assets. The cumulative loss incurred by the Company over the three-year period ended December 31, 2020 constitutes a significant piece of objective negative evidence. Such objective negative evidence limits the ability to consider other subjective evidence, such as our projections for future profitability and growth. Based on this evaluation, as of December 31, 2020, the Company maintained a full valuation allowance against net deferred tax assets as their realization did not meet the more-likely-than-not criterion. The amount of deferred tax assets considered realizable, however, could be adjusted in the future if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for future profitability and growth. With a full valuation allowance, any change in the deferred tax asset or liability is fully offset by a corresponding change in the valuation allowance. The Company currently has approximately $ 146 million in Net Operating Losses (“NOLs), which is based on current statutory tax rates, including the lower corporate tax rate enacted by the Tax Act. If unused, these NOLs will begin expiring in 2027. Under Code Section 382 (“Section 382”) rules, if a change of ownership is triggered, the Company’s NOL assets and possibly certain other deferred tax assets may be impaired. We estimate that as of December 31, 2020, the three -year cumulative shift in ownership of the Company’s stock has not triggered a limitation in the use of our NOL asset. However, if an ownership change were to occur, the Section 382 limitation would not be expected to materially impact the Company’s financial position or results of operations as of December 31, 2020, because the Company has recorded a full valuation allowance on substantially all of its net deferred tax assets. The Company’s ability to use its NOLs (and in certain circumstances, future built-in losses and depreciation deductions) can be negatively affected if there is an “ownership change” as defined under Section 382. In general, an ownership change occurs whenever there is a shift in ownership by more than 50 percentage points by one or more 5 % stockholders over a specified time period (generally three years). Given Section 382’s broad definition, an ownership change could be the unintended consequence of otherwise normal market trading in the Company’s stock that is outside of the Company’s control. In an effort to preserve the availability of these NOLs, Comstock adopted a Section 382 rights agreement, which expired in May 2014. In June 2015, at the 2015 Annual Meeting of Stockholders, the Company’s stockholders approved a new Internal Revenue Code Section 382 Rights Agreement (the “Rights Agreement”) to protect stockholder value. The Rights Agreement expires on March 27, 2025. The Rights Agreement was adopted to reduce the likelihood of such an unintended “ownership change”, thus preserving the value of these tax benefits. Similar plans have been adopted by a number of companies holding similar significant tax assets over the past several years. The Company has no t recorded any accruals related to uncertain tax positions as of December 31, 2020 and 2019, respectively. We file U.S. and state income tax returns in jurisdictions with varying statutes of limitations. The 2017 through 2019 tax years remain subject to examination by federal and most state tax authorities. The income tax provision for continuing operations consists of the following as of December 31: 2020 2019 Deferred: Federal $ ( 143 ) $ 178 State ( 26 ) 32 ( 169 ) 210 Valuation allowance 194 ( 208 ) Total income tax expense $ 25 $ 2 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. Components of the Company’s deferred tax assets and liabilities at December 31, 2020 and 2019 are as follows: F-27 Table of Contents 2020 2019 Deferred tax assets: Net operating loss and tax credit carryforwards $ 37,899 $ 37,440 Stock based compensation 648 502 Investment in affiliates 264 482 Deferred Revenue - Advance payment — 64 Other 14 213 Depreciation and amortization 37 — 38,862 38,701 Less - valuation allowance ( 38,780 ) ( 38,601 ) Net deferred tax assets 82 100 Deferred tax liabilities: Depreciation and amortization — ( 55 ) Goodwill amortization ( 103 ) ( 56 ) Net deferred tax liabilities ( 103 ) ( 111 ) Net deferred tax assets (liabilities) $ ( 21 ) $ ( 11 ) A reconciliation of the statutory rate and the effective tax rate after adjustments for non-includable partnership income arising from non-controlling interest follows: 2020 2019 Federal statutory rate ( 21.00 %) ( 21.00 %) State income taxes - net of federal benefit ( 4.93 %) ( 4.74 %) Permanent differences 22.77 % ( 0.44 %) Return to provision adjustments ( 0.81 ) % 0.42 % Change in valuation allowance ( 8.48 ) % 25.47 % Current state income tax — % — % Change in enacted state rates 13.53 % — % Other, net ( 1.53 ) % — % Effective tax rate ( 0.45 %) ( 0.29 %) 19. DISCONTINUED OPERATIONS On April 30, 2019, the Company entered into the MTA with CDS, an entity wholly owned by Christopher Clemente, the Chief Executive Officer of the Company, and FR54, LC (“FR54”), an entity also controlled by Mr. Clemente, that sets forth certain transactions to complete the Company’s previously announced exit from the homebuilding and land development business in favor of a migration to an asset management model. Refer to Note 14 – Consolidation of Variable Interest Entities for further discussion regarding the accounting related to discontinued operations. The Company did no t carry any assets or liabilities from discontinued operations on the consolidated balance sheet as of December 31, 2020 and 2019. F-28 Table of Contents The operating results of the discontinued operations that are reflected on the Consolidated Statement of Operations within the net income (loss) from discontinued operations are as follows: Year Ended December 31, 2019 Revenues Revenue—homebuilding $ 14,919 Total revenue 14,919 Expenses Cost of sales—homebuilding 14,901 Sales and marketing 270 General and administrative 21 Loss from discontinued operations before income taxes ( 273 ) Income tax benefit ( 15 ) Net loss from discontinued operations ( 258 ) Net income attributable to non-controlling interests 313 Net loss attributable to Comstock Holding Companies, Inc. $ ( 571 ) 20. SEGMENT DISCLOSURES We operate our business through our two segments: Asset Management, and Real Estate Services. In our Asset Management segment, we focus on providing management services to a wide range of real estate owners and businesses that include a variety of commercial real estate uses, including apartments, hotels, office buildings, commercial garages, leased lands, retail stores, mixed-use developments, and urban transit-oriented developments. The properties and businesses we currently manage are located primarily along the Washington, D.C. Metro Silver Line in Fairfax and Loudoun Counties, but we also manage projects in other jurisdictions including Maryland and Virginia. In our Real Estate Services segment, our experienced management team provides a wide range of real estate services in the areas of strategic corporate planning, capital markets, brokerage services, and environmental and design-based services. Our environmental services group provides consulting and engineering services, environmental studies, remediation services and provides site specific solutions for any project that may have an environmental impact, from environmental due diligence to site-specific assessments and remediation. The Real Estate Services segment operates in the Mid-Atlantic Region. The following table includes the Company’s two reportable segments of Asset Management and Real Estate Services, excluding discontinued operations, for the year ended December 31, 2020 and 2019. Asset Management Real Estate Services Total (from continuing operations) Twelve Months Ended December 31, 2020 Gross revenue $ 21,923 $ 6,803 $ 28,726 Gross profit 3,478 2,706 6,184 Net income 1,542 540 2,082 Total assets 24,886 3,693 28,579 Depreciation, amortization, and stock based compensation 774 227 1,001 Interest expense $ 344 $ 35 $ 379 F-29 Table of Contents Asset Management Real Estate Services Total (from continuing operations) Twelve Months Ended December 31, 2019 Gross revenue $ 19,605 $ 5,712 $ 25,317 Gross profit 3,044 1,101 4,145 Net income (loss) 1,737 ( 273 ) 1,464 Total assets 15,270 4,663 19,933 Depreciation, amortization, and stock based compensation 430 266 696 Interest expense $ 390 $ 84 $ 474 21. SUBSEQUENT EVENTS Legal entity names changes On February 18, 2021, the Company amended the entity names for several subsidiaries as part of operational efficiency enhancements initiated in the first quarter of 2021. The entity names were changed for the following Company subsidiaries: (a) CDS Asset Management, LC is now CHCI Asset Management, LC, (b) Comstock Commercial Management, LC is now CHCI Commercial Management, LC, (c) Comstock Residential Management, LC is now CHCI Residential Management, LC, CDS Capital Management, L.C. is now CHCI Capital Management, LC and Comstock Real Estate Services, LC is now CHCI Real Estate Services, L.C. Momentum at Shady Grove Metro final payment In connection with the Momentum at Shady Grover Metro Station project, a subsidiary of the Company received the final payment for real estate development management services from the Comstock Stratford JV on February 23, 2021. F-30