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Item 1. Business

2022-03-31 compared with 2021-03-31 · 186 added, 180 removed, 32 unchanged (92% of the section changed)

The following business description should be read in conjunction with our Consolidated Financial Statements and related notes appearing elsewhere in this Annual Report on Form 10-K.

Financial information for each of our reportable segments is included in Note 20 to our Consolidated Financial Statements.

Throughout this annual report on Form 10-K, dollar amounts are presented in thousands, except per share data, number of units, or as otherwise noted.

Comstock Holding Companies, Inc.

(“CHCI” or “the Company”) is a developer, operator, and asset manager of mixed-use and transit-oriented development properties in the greater Washington, D.C.

metropolitan area, where we focus primarily on select high-growth urban and transitioning “sub-urban” markets.

We provide a broad range of real estate asset management services, including development and construction management services, leasing and property management services, debt and equity financing origination, and other real estate related services.

Our customers primarily include private and institutional owners and investors in the real estate properties that we manage and various governmental bodies that have a vested interest in public-private partnerships responsible for the development of certain properties that we develop and manage.

We also invest capital on behalf of our asset management clients and institutional real estate investors in office, retail, residential and mixed-use properties, generally retaining an economic interest for the Company and providing management services to those properties, thereby enabling the Company to increase its assets under management (“AUM”) in order to realize competitive advantages of scale and enhance our overall returns.

The Company also provides additional fee-based real estate services, including corporate planning, capital markets, brokerage, title insurance, design, and environmental consulting and engineering services, to properties in the Company’s managed portfolio and to other clients in the U.S.

Mid-Atlantic Region.

As of December 31, 2020, our AUM consisted of 25 operating assets comprising 12 commercial assets totaling approximately 1.7 million square feet and 4 multifamily assets totaling 1,123 units, and 9 commercial garages comprised of over 8,000 parking spaces.

Additionally, we have:

(i) two commercial assets currently under-construction and scheduled for delivery in 2021 and 2022 totaling approximately 460,000 square feet that are 79% pre-leased;

and (ii) 18 development pipeline assets consisting of approximately 2.0 million square feet of additional planned commercial development, approximately 1,700 multifamily units and 2 hotel assets that will include 370 keys.

As a vertically integrated real estate operating and investment company, we earn revenue from multiple sources, including fees generated from asset management services that we provide to our managed portfolio of real estate assets on behalf

of our asset management clients, and fees from additional real estate related services, including environmental consulting and engineering services provided to our managed properties and unrelated third-party clients in the Mid-Atlantic Region.

The services we provide pursuant to the asset management agreements covering our AUM properties vary by property and client, and include property management, development and construction management, leasing management, acquisition and disposition management, origination and negotiation of debt and equity facilities, risk management, and various other property-specific services.

As used herein, "Comstock", "CHCI", "the Company," "we," "us," "our," and similar terms are referring to Comstock Holding Companies, Inc.

and its subsidiaries, unless the context indicates otherwise.

Comstock is a leading developer and manager of mixed-use and transit-oriented properties in the Washington, D.C.

metropolitan area.

As a vertically integrated and multi-faceted asset management and real estate services company, we have designed, developed, constructed, acquired, and managed thousands of residential units and millions of square feet of commercial and mixed-use properties in since 1985.

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

Our mission is to deliver extraordinary experiences in places people live, work, and play.

We strive to deliver best-in-class services and products in the real estate industry through exemplary conduct, superb systems, and an ongoing commitment to excellence that is guided by our vast expertise in all the areas in which we operate.

CES Divestiture

On June 16, 2021, we made the strategic decision to pursue the sale of the operations of Comstock Environmental Services, LLC ("CES"), a subsidiary of Comstock, based on the continued growth and future prospects of the asset management business.

Accordingly, we have reflected CES as a discontinued operation in our consolidated statements of operations for all periods presented.

We have also designated CES assets and liabilities as held for sale in our consolidated balance sheets as of December 31, 2021 and 2020, and unless otherwise noted, all amounts and disclosures relate to our continuing operations.

For additional information, see Note 3 in the Notes to Consolidated Financial Statements.

On March 31, 2022, we completed the sale of CES to August Mack Environmental, Inc.

("August Mack") for approximately $1.4 million of total consideration, composed of $1.0 million in cash and $0.4 million held in escrow that is subject to net working capital and other adjustments, as set forth in the executed Asset Purchase Agreement with August Mack.

We have broad real estate development and management capabilities that enable us to generate fees for services provided in connection with the real estate assets we manage.

Our experienced team provides a full range of services related to acquisition, development, and operations of real estate assets.

Our revenue includes fees generated from asset management services that we provide to our managed portfolio of real estate assets, including development and construction management services, leasing and property management services, and debt/equity financing origination.

We also generate revenue from providing fee-based real estate services, such as capital markets, brokerage and title insurance, to properties in our managed portfolio.

In addition, we invest capital both on our own account and on behalf of clients and institutional investors seeking above average risk-adjusted returns.

These strategic real estate investments tend to focus on office, retail, residential and mixed-use properties in which we generally retain an economic interest while also providing property management and other real estate services.

Each unique investment opportunity comes with its own set of planned objectives and timelines, however market conditions pending, our general expectation is that most of these types of projects last between four and seven years.

The services we provide pursuant to the asset management agreements covering our managed portfolio vary by property and client, and include property management, development and construction management, leasing management, acquisition and disposition management, origination and negotiation of debt and equity facilities, risk management, and various other property-specific services.

Substantially all the properties included in our managed portfolio are covered by long-term, full-service asset management agreements encompassing all aspects of design, development, construction, and operations management relating to the subject properties.

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A limited number of properties in our managed portfolio are covered by service-specific asset management contracts that focus our services on defined critical elements of operations, such as marketing, leasing, and construction management, where the property owner continues to manage other operating functions.

Our limited-service asset management agreements generally are anticipated to be short term in nature and do not include material early termination penalties.

Anchoring the Company’s asset management services platform is a long-term full service asset management agreement (the “2019 AMA”) with an affiliated company owned by the Company’s Chief Executive Officer, Christopher Clemente, that encompasses the majority of the properties we currently manage, including two of the largest transit-oriented, mixed-use developments in the Washington, DC area:

Reston Station, a 5 million square foot transit-oriented, mixed-use development located in Reston, VA, and Loudoun Station, a nearly 2.5 million square foot transit-oriented, mixed-use development in Ashburn, VA, as well as other additional development assets, which together constitute our anchor portfolio (the “Anchor Portfolio”).

The 2019 AMA for our Anchor Portfolio is a long-term agreement with an original term of 10 years that provides for significant financial payments to Comstock in the case of early termination by the asset owner.

In addition to the various recurring asset management fee-based revenue received by the Company, we also generate additional revenue from co-investments with our investment partners in certain property acquisitions and expect to receive performance-based incentive compensation from assets in our Anchor Portfolio and other assets in our managed portfolio.

The Company can earn these incentive-based fees upon the occurrence of certain transaction-related events, including asset acquisitions or dispositions, asset related capital market transactions, leasing, marketing and property management, development and construction management, real title services, and environmental services, and when the performance of a subject property meets defined performance metrics.

The co-investment business plans are property specific and therefore vary in expected duration but are generally expected to be between four and seven years;

but may be accelerated or extended depending upon market conditions or the strategic objectives of the subject joint venture.

Our Business Strategy

In early 2018, the Company transitioned our business strategy and operating platform from being focused on the capital intensive, on-balance sheet development and sale of residential homes that, among other things required us to maintain a significant on-balance sheet land inventory, to our current lower risk, asset-light, fee-based services model focused on asset management of commercial and mixed-use real estate primarily in the greater Washington, D.C.

We generate base fees, incentive fees, transaction fees, and profit participation by providing a broad range of real estate asset management services, including development, construction management, leasing and property management services, as well as acquisition and disposition services, employing our substantial experience in entitling, designing, developing, and managing a significant and diverse range of properties included in our Anchor Portfolio, while also co-investing with institutional partners to acquire existing, stabilized properties, which we manage as well.

The Company and its management team have been active in the metropolitan Washington, D.C.

region since 1985 and in other key U.S.

markets, having developed, acquired, and managed large-scale portfolios of real estate assets, including thousands of rental apartments, and millions of square feet of mixed-use properties including office buildings, hotels, commercial garages, transit-oriented developments, and millions of square feet of regional shopping malls, as well as numerous public-private partnership developments that include large-scale public infrastructure improvements.

We believe that our management team’s extensive experience in managing such a diverse and extensive portfolio of developments and stabilized assets provides the knowledge base necessary to distinguish our business focus and strategy, which is focused on:

Properties that Generate Stable, recurring cash flows

Our revenues are generated primarily from recurring asset management fees, property management fees and additional real estate services fees.

Our asset management agreements provide a highly visible and reliable source of revenue and position the Company to enhance bottom line results as the Company’s Anchor Portfolio and other assets under management expand.

Our Anchor Portfolio provides a stable, cost-plus fee structure foundation pursuant to the 2019 AMA.

This approach enables the Company to generate consistent, positive earnings through the development and management of and the provision of

additional services related to, our Anchor Portfolio and provides the opportunity to increase our earnings through the expansion of our managed portfolio of properties pursuant to acquisitions of additional stabilized assets with institutional partners.

Mixed-Use and Transit-Oriented Assets in High-Growth Areas in the greater Washington, D.C.

Metropolitan Area

We are a developer, operator, and asset manager of high quality, mixed-use and transit-oriented development properties with a focus on select transitioning “sub-urban” markets in the greater Washington D.C.

metropolitan area.

These submarkets are experiencing increased short-term demand resulting from a flight to quality and perceived safety prompted by the Covid-19 pandemic and currently include the Dulles Corridor and the Rosslyn-Ballston Corridor in Northern Virginia.

These areas also feature strong long-term trends such as economic growth and attractive demographic attributes, as well as superior transportation infrastructure that caters to the preferences of multifamily, office and retail tenants.

These trends indicate that commercial tenants are likely to continue seeking to locate (or relocate) offices to urban, mixed-use developments in “sub-urban” markets such as our key markets.

These sub-markets have also demonstrated demand trends that we believe will continue to result in commercial tenants’ willingness to pay higher rents for commercial space as compared to locations that do not offer the benefits and amenities available in mixed-use and transit-oriented developments, while also attracting residential tenants willing to pay premium rents for high quality rental apartments in amenity-rich areas that, among other benefits, provides direct or easily walkable access to Metro-rail and other transit services.

A significant portion of the Company’s portfolio of managed assets is located in such areas, adjacent to Metro-rail stations with multiple housing choices, popular restaurants, entertainment venues and other amenities prioritized by today’s corporate tenants and their workforce.

Our business strategy focuses on development of the Anchor Portfolio while also identifying similar high-quality office, retail, residential and mixed-use properties that can be acquired in high-demand areas in the greater Washington, D.C.

region that we believe provide an opportunity for appropriate risk adjusted returns and that are suitable for co-investment such with institutional real estate investors that seek investment opportunities in such real estate assets but may lack the local expertise or operational infrastructure necessary to identify, acquire, and manage such assets.

Our acquisition strategy is aligned with that of institutional real estate investors and is currently focused on value-add, core, and core-plus opportunities as well as other opportunistic asset acquisitions.

Capitalizing on Significant Growth Trends in the Technology and Government Sector that drive Market Demand in Northern Virginia

Significant growth trends in demand for cyber security and other technology services in the government sector, as well as in the private sector, have generated substantial growth and attracted large technology companies, such as Microsoft, Google, and Amazon to the Dulles Corridor and the Rosslyn-Ballston Corridor in Northern Virginia.

In 2018, Northern Virginia was selected by Amazon as the location for its highly publicized “HQ2” second headquarters.

Amazon’s HQ2 has recently begun operations and is reportedly expected to create 25,000 or more new jobs over the next several years as its 5 million square foot complex develops in Arlington County at the eastern end of the Rosslyn-Ballston Corridor.

Meanwhile, Amazon Web Services has focused its expansion in the Dulles Corridor to the west, where it has been increasing its office and data center presence in recent years.

We believe Amazon’s presence in these corridors, along with the continued growth and investment by other large technology companies, will continue to benefit Northern Virginia’s employment market, which has experienced market leading job growth in the Washington, DC region.

Further, Northern Virginia’s significant data infrastructure, capable of serving the growing needs of the federal government and its defense and information contractors, has spurred the expansion and/or relocation of several federal government agencies, including the FBI, CIA, NSA, and the Customs and Border Patrol agency, to the Dulles Corridor.

Because of its significant information infrastructure, the Dulles Corridor has become known as the “Internet Capital of the World”.

With its vast network of high-capacity data centers, primarily located in eastern Loudoun County, Virginia in the western portion of the Dulles Corridor, Loudoun County reportedly hosts upwards of 70% of the world’s internet traffic.

As a result, Loudoun County continues to experience tremendous growth in data center development and employment and has become the global leader in absorption of data center capacity, accounting for more than 40% of national data center space absorption in recent years.

The Company and its management team have been focused on these developing trends for more than two decades and the Company, through the 2019 AMA, controls the development and asset management of a significant portfolio of high-profile assets at the forefront of the urban transformation taking place in the Dulles Corridor.

With a stabilized portfolio and development pipeline that include millions of square feet of mixed-use and transit-oriented properties located at key Metro stations in the Dulles Corridor, the Company is well positioned to capitalize on trends that are shaping the future mixed-use real estate landscape in the Washington, DC area and providing opportunities for significant growth and attractive returns to the Company.

Leveraging our Development Capabilities to Secure Public-Private Partnership Development Opportunities as a means of Further Growing Assets Under Management

Affiliates of the Company have been selected by multiple local governments (including Fairfax County, Loudoun County, and the Town of Herndon, Virginia) to develop and manage large-scale mixed-use developments that include transit facilities and other public infrastructure elements through public-private partnerships at a time when local jurisdictions are focused on public-private partnerships as a means of leveraging private sector capabilities to meet public infrastructure development needs.

In addition, recent changes to the Comprehensive Land Use Plans of Fairfax County and Loudoun County encourage high-density and mixed-use development proximate to the new Silver Line Metro Stations in the Dulles Corridor, resulting in compelling growth opportunities for the Company and its Anchor Portfolio, most of which is adjacent to the terminus station of Phase I of the Silver Line that opened in 2014 and the terminus station of Phase II of the Silver Line that is scheduled to open in late 2021 or early 2022.

Constructing and Stabilizing Our Significant Development Pipeline

We expect to generate additional fees from our significant pipeline of development opportunities.

As of December 31, 2020, we had two commercial assets under-construction and scheduled to deliver in 2021 and 2022 totaling 460,000 square feet.

Approximately 79% of the space in these two buildings is pre-leased.

Additionally, our Anchor Portfolio includes 18 future development pipeline assets consisting of approximately 2.0 million square feet of additional planned commercial development, approximately 1,700 multifamily units and 2 hotel assets with approximately 370 rooms.

At full build out, our Anchor Portfolio will be approximately 7.4 million square feet and include approximately 18 total commercial assets comprised of approximately 3.8 million square feet, 12 total residential assets comprised of approximately 2,800 units spanning 3.2 million total square feet, 15 total commercial garages comprised of approximately 17,000 parking spaces, and 2 hotels comprised of approximately 370 hotel rooms and approximately 400,000 square feet.

Actively Growing our Real Estate Services Platform

In addition to the asset management services we provide in connection with our AUM, we also provide a variety of supplemental real estate services in the areas of strategic corporate planning, transaction related capital markets and financial consulting, commercial mortgage brokerage, real title insurance services, design and environmental consulting and engineering services, and industrial hygiene services.

Our environmental services group provides consulting and engineering services, environmental studies, remediation management services and site-specific solutions for properties that may require or benefit from environmental due diligence, site-specific assessments, and industrial hygiene services.

Our real estate services business platform allows us to generate additional positive fee income from our highly qualified personnel and serves as a potential catalyst for additional strategic institutional real estate acquisition joint venture opportunities.

Sustainable and Socially Responsible Business Strategy

Comstock is committed to pursuing environmental sustainability, social responsibility and best corporate governance (“ESG”) practices in all of our operations.

We recognize that development of real estate can have significant impact, positive or negative, for the surrounding community, the region, and the environment that we all share.

We believe that companies developing real estate have a responsibility to maximize the positive impacts while taking steps to minimize negative impacts.

Supporting and fostering these initiatives is instrumental in making our communities better places to live, work, and play while simultaneously bolstering asset value, reducing risk, and positively impacting all stakeholders.

Our neighborhoods are transit-oriented developments that include extraordinary multifamily and commercial properties with a walkable, amenity-rich environment surrounded by restaurants, shops and entertainment venues.

These transit-centric, and amenity-rich developments bring together multiple transit options and become neighborhoods with reduced carbon footprints, benefiting the local community, our shared environment, and ultimately, Comstock’s shareholders.

In recognition of the positive impacts resulting from Comstock’s Reston Station design, the development was awarded the designation of Best Workplaces for Commuters in 2020 and 2021 by the Best Workplaces for Commuters Organization created by the National Center for Transit Research at the Center for Urban Transportation Research.

Although the Company has long focused on ESG best practices, in response to the recent market focus on these important issues, Comstock plans to publish its first ESG Report in 2021 to highlight our prior accomplishments and lay out our future goals in this important area.

We are investing in the people, processes, and products to make this reporting commitment an integral part of our long-term strategy.

Our ESG team is comprised of members of our development and operations teams, as well as senior management, including our CEO.

The ESG team focuses on identifying critical elements of our designs and operations that address elements of ESG best practices, while also identifying additional steps that we can take to enhance the positive impacts of our developments while further minimizing any potential negative impacts on the surrounding community, the region, and the environment that we all share.

The ESG team will continuously seek to implement, manage, improve, and monitor our sustainability efforts while identifying new opportunities for enhancing our ability to position the Company as a leader in this

Our ESG Report will outline in significant detail the Company’s existing ESG accomplishments in the areas of energy and water conservation and resource management, social responsibility, and community improvements, as well as our corporate governance practices and focus on our important future ESG Initiatives.

limited-service asset management agreements generally are anticipated to be short term in nature and do not include material early termination penalties.

Anchoring our asset management services platform is a long-term full service asset management agreement with an affiliated company owned by Comstock’s Chief Executive Officer, Christopher Clemente (the “2019 AMA”).

The 2019 AMA encompasses the majority of the properties we currently manage, including two of the largest transit-oriented, mixed-use developments in the Washington, D.C.

Reston Station and Loudoun Station, which along with other development properties under the 2019 AMA constitute our “Anchor Portfolio” (see below for details).

The 2019 AMA for our Anchor Portfolio is a long-term agreement with an original term of ten years that provides for significant financial payments to Comstock in the case of early termination by the asset owner.

For further information, see Note 14 in the Notes to Consolidated Financial Statements

Managed Portfolio

Our managed portfolio comprised 34 operating assets, including 14 commercial assets totaling approximately 2.2 million square feet, 6 multifamily assets totaling 1,636 units, and 14 commercial garages with over 11,000 parking spaces.

Additionally, we have 18 development pipeline assets consisting of approximately 2.0 million square feet of additional planned commercial development, approximately 1,900 multifamily units and 2 hotel assets that will include approximately 460 keys.

Further details on the various assets we manage are as follows:

Anchor Portfolio

Reston Station

Reston Station is among the largest mixed-use, transit-oriented developments in the greater Washington D.C.

Located at the terminus of Phase I of Metro’s Silver Line, the Reston Station neighborhood spans the Dulles Toll Road and surrounds the first, and currently only, Metro rail station in the Dulles Corridor.

metropolitan market.

Located at the terminus of Phase I of Metro’s Silver Line, the Reston Station neighborhood spans the Dulles Toll Road.

Covering a total of approximately 60 acres, assets included in Comstock’s managed portfolio cover approximately 37 of the 60-acre neighborhood and will, upon full build-out, include approximately five million square feet of mixed-used development.

The Company is providing a wide variety of its real estate and asset management services to the project pursuant to the 2019 AMA, including development and construction management services, leasing management services, property management services, capital markets services, and environmental services.

We are providing a wide variety of its real estate and asset management services to the project pursuant to the 2019 AMA, including development and construction management services, leasing management services, property management services, capital markets services.

The Reston Station neighborhood is being developed in four districts as follows:

• Metro Plaza District

The Metro Plaza District has been developed with one of the largest underground commuter parking garages and bus transit facilities in the region, is located adjacent to the terminus of Phase I of Metro’s Silver Line Station and forms the foundation for up to 1.4 million square feet of mixed-use development in five buildings.

To date, three buildings consisting of approximately 0.8 million square feet of stabilized mix of uses (residential, office, and retail) have been developed and stabilized while one additional building consisting of approximately 210,000 square feet scheduled to deliver in Q2-2021 and the final of five buildings, consisting of approximately 250,000 square feet, is scheduled to deliver in early 2022.

The Reston Station Metro Plaza and its 1.7 million square foot subterranean garage and transit facility is the subject of a public-private partnership between affiliates of the Company and Fairfax County, Virginia.

The Reston Station transit facility provides Metro rail commuters with an indoor bus transit depot designed to accommodate upwards of 110 buses per hour, 2,300 commuter parking spaces operated by Fairfax County and additional approximately 1,500 spaces for retail, office and commuter uses operated by a Company subsidiary, the only Tesla Super Charging Station in the Dulles Corridor as well as numerous other electric vehicle charging stations, numerous bicycle parking and storage facilities, and substantial storm water management vaults designed to minimize the potential of flooding in the subject area and state-of-the-art water treatment systems to minimize the environmental impact of storm water runoff.

As of December 31, 2020, construction has been completed on two of the five buildings located above the Reston Station Transit Facility including a 380,000 square foot Trophy-Class office tower, a significant portion of which has been leased to Google and other corporate users, and approximately 450,000 square foot residential tower including 448 rental apartments.

Two additional office buildings are currently under construction, containing approximately 460,000 square feet of Class-A office space with one scheduled for delivery in 2021 and one scheduled for delivery in 2022.

All buildings on the Metro Plaza have ground floor retail, which is substantially leased to high-quality tenants, including Starbucks, CVS and others.

The Metro Plaza District is structured to accommodate up to 1.4 million square feet of mixed-use development spread across five buildings, highlighted by the following properties for which construction has been completed:

◦ 1900 Reston Metro Plaza - 80,000 square foot Trophy-Class office tower;

a significant portion of which has been leased to Google and other corporate users,

◦ 1906 Reston Metro Plaza - 210,000 square foot Trophy-Class office building;

◦ BLVD | Reston - 450,000 square foot residential tower that includes 448 rental apartments;

A fourth building, 1902 Reston Metro Plaza, is a 250,000 square foot Trophy-Class office building that is 100% leased, had the base building delivered in 2021, and is expected to have the interior fit-out completed by late 2022.

All buildings on the Metro Plaza have ground floor retail and are leased to high-quality tenants, including Starbucks, CVS and others.

Entitlements allow for the construction of a fifth tower, a residential or hotel building of up to approximately 120,000 square feet, above a portion of the retail space on the Metro Plaza.

The three office buildings referenced above are approximately 75% leased.

The residential building is approximately 86% leased.

The Reston Station Metro Plaza includes one of the largest underground commuter parking garages and bus transit facilities in the region.

The 1.7 million square foot subterranean garage and transit facility is the subject of a public-private partnership between affiliates of the Company and Fairfax County, Virginia.

The Reston Station transit facility provides Metro commuters with an indoor bus transit depot designed to accommodate upwards of 110 buses per hour, 2,300 commuter parking spaces operated by Fairfax County and additional approximately 1,500 spaces for retail, office and commuter uses operated by a Comstock subsidiary, a Tesla Super Charging Station and numerous other electric vehicle charging stations, numerous bicycle parking and storage facilities, substantial storm water management vaults, and state-of-the-art water treatment systems.

• Reston Row District

The Reston Row District has entitlements in place that allow for approximately 1.4 million square feet of mixed-use development, including Class-A office, multifamily units, retail and hotel uses.

The Reston Row District is situated on approximately 11 acres adjacent to Reston Station’s Metro Plaza District and the Reston Station Transit Facility.

Marriott International has entered into a franchise agreement with one of Comstock managed entities covered under the 2019 AMA concerning the development and operation of a JW Marriott Hotel and residential tower that is planned to be developed in the first of two phases of the Reston Row District, including approximately 240 hotel rooms, approximately 90 JW Marriott branded condominium residences and retail, entertainment, conference and meeting spaces.

The Reston Row District is situated on

approximately 11 acres adjacent to Reston Station’s Metro Plaza District and the Reston Station Transit Facility.

Marriott International has entered into a franchise agreement with one of the Comstock-managed entities covered under the 2019 AMA concerning the development and operation of a JW Marriott Hotel and residential tower that is planned to be developed in the first of two phases of the Reston Row District, including approximately 243 hotel rooms, 95 JW Marriott-branded condominium residences, and retail, entertainment, conference and meeting spaces.

• Commerce District

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The Commerce District property is situated on approximately 16 acres located adjacent to the south entrance to the Wiehle Reston-East Metro Station and lies directly across the Dulles Toll Road from the Metro Plaza District of Reston Station and the Reston Station Transit Facility.

Currently, Comstock is leasing and managing the four existing office buildings and one existing

retail building while it is also finalizing plans for the new buildings that will include up to 1.4 million square feet of office, retail, hotel and residential uses.

We are currently leasing and managing the four existing office buildings and one existing retail building while also finalizing plans for the new buildings that will include up to 1.4 million square feet of office, retail, hotel and residential uses.

• West District

The West District at Reston Station consists of approximately 3 acres of land located adjacent to the Reston Row District and owned by affiliates of the Company and approximately 13 surrounding acres owned by others.

The Comstock owned portion of the West District was previously developed by an affiliate of the Company with a 90,000 square foot office building and was recently entitled for development of an additional residential building of up to approximately 260,000 square feet.

The West District at Reston Station consists of approximately 3 acres of land located adjacent to the Reston Row District that is owned by our affiliates and approximately 13 surrounding acres of land owned by others.

Our portion of the West District was previously developed by an affiliate with a 90,000 square foot office building and was entitled for development of an additional residential building of up to approximately 260,000 square feet.

An adjoining parcel in the West District is owned by an entity not affiliated with Comstock and has been developed with an existing 421-unit residential apartment building.

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Loudoun Station

Loudoun Station, located at the terminus of Phase II of Metro’s Silver Line, is Loudoun County’s first Metro connected development and represents Loudoun County’s beginning transformation into a transit connected community with direct metro rail connectivity to Dulles International Airport, Reston, Tysons Corner, and downtown Washington, D.C.

Currently, Loudoun Station has approximately 1,000,000 square feet of mixed-use development completed, including 675 residential units, approximately 50,000 square feet of Class-A office space, approximately 150,000 thousand square feet of retail spaces including an 11-sceen AMC Cinema, and a 1,500-space Metro commuter parking garage.

The Metro Garage is the focus of a public-private partnership between an affiliate of the Company and Loudoun County, Virginia and is managed by a subsidiary of the Company.

Phase II of Metro’s Silver Line is under construction and expected to commence passenger service in late 2021 or early 2022.

The Company is providing a variety of its real estate and asset management services related to the existing buildings and the future development pursuant to the 2019 AMA, including development and construction management services, leasing management services, property management services, and capital markets services.

Loudoun Station, located at the terminus of Phase II of Metro’s Silver Line, is Loudoun County’s first Metro connected development.

It represents the beginning of Loudoun County’s transformation into a transit-connected community, with direct Metro connectivity to Dulles International Airport, Reston, Tysons Corner, and downtown Washington, D.C.

Currently, Loudoun Station has approximately 1,500,000 square feet of mixed-use development completed, including 675 residential units, approximately 50,000 square feet of Class-A office space, approximately 150,000 thousand square feet of retail spaces including an 11-screen AMC Cinema, and a 1,500-space Metro commuter parking garage.

The Metro Garage is the focus of a public-private partnership between a Comstock affiliate and Loudoun County, Virginia and is managed by a Comstock subsidiary.

Phase II of Metro’s Silver Line is under construction and expected to commence passenger service in mid-2022.

We are providing a variety of real estate and asset management services related to the existing buildings and the future development pursuant to the 2019 AMA, including development and construction management services, leasing management services, property management services, and capital markets services.

Herndon Station

Herndon Station will include up to approximately 340,000 square feet of residential, retail and entertainment spaces, including a performing arts center, and an approximately 700 space parking garage in the historic downtown portion of the Town of Herndon in western Fairfax County, Virginia.

The commercial Garage is the focus of a public private partnership between an affiliate of the Company and the Town of Herndon.

The development will also include improvements to existing connections to the adjacent WO&D trail, a popular pedestrian and bicycle route managed by Northern Virginia Regional Parks Authority and Fairfax County Parks Department.

The Company is providing a variety of asset management and development services related to the Herndon Station development pursuant to the 2019 AMA.

Momentum at Shady Grove Metro

In mid-2018, the Company committed an approximately 2-acre site that it had previously planned to develop as for-sale condominiums, to a joint venture with Stratford Capital, LLC (the “Comstock Stratford JV”) and began development of a dedicated workforce housing development consisting of 110 multifamily dwelling units.

The recently completed development, known as the Momentum, is located in Rockville, Maryland, adjacent to the Shady Grove Metro Station on Metro’s Red Line, was developed as an all work-force housing development that qualified as a low-income housing tax credit (LIHTC) development.

The Company received payment for the contribution of the land to the Comstock Stratford JV and received fees for managing the development of the project as construction manager for the Comstock Stratford JV.

Herndon Station will include up to approximately 340,000 square feet of residential, retail and entertainment spaces, including a performing arts center, and an approximately 700 space commercial parking garage in the historic downtown portion of the Town of Herndon in western Fairfax County, Virginia.

The project is the focus of a public-private partnership between a Comstock affiliate and the Town of Herndon and will include improvements to existing connections to the adjacent WO&D trail, a popular pedestrian and bicycle route.

We are providing a variety of asset management and development services related to the Herndon Station development pursuant to the 2019 AMA.

Other Portfolio Assets

International Gateway

Since 2018 the Company has, pursuant to an asset management agreement with an unaffiliated property owner, provided asset management, property management, leasing management, and consulting services for a privately owned portfolio of two mixed-use retail/office buildings in Tysons Corner, Virginia, known as International Gateway.

Since 2018, pursuant to an asset management agreement with an unaffiliated property owner, we have provided asset management, property management, leasing management, and consulting services for a privately owned portfolio of two mixed-use retail/office buildings in Tysons Corner, Virginia, known as International Gateway.

On April 30, 2019, we entered into a Master Transfer agreement with CP Real Estate Services, LC (“CPRES”), formerly Comstock Development Services, LC, an entity wholly owned by the Company’s CEO, Christopher Clemente, which entitled the Company to priority distribution of residual cash flow from its Class B membership interest in Comstock Investors X, L.C.

("Investors X"), an unconsolidated Variable Interest Entity that owns the Company's residual homebuilding operations.

As of December 31, 2021, the residual cash flow primarily relates to anticipated returns of cash backing outstanding letters of credit and cash collateral posted for land development work performed by subsidiaries owned by Investors X.

The cash will be released as bond release work associated with these projects is completed.

In addition, a subsidiary of Investors X is undergoing a rezoning from commercial to residential and we will be entitled to 50% of the profit from the anticipated residential lot sales after rezoning and land development work is completed.

The Hartford Building

In late 2019, the Company partnered with Comstock Partners, LC (“Partners”), an entity that is controlled by our CEO, and wholly owned by Mr.

Clemente and certain family members, to acquire a Class-A office building immediately adjacent to Clarendon Station on Metro’s Orange Line in Arlington County’s premier transit-oriented office market, the Rosslyn-Ballston Corridor.

Built in 2003, the 211,000 square foot mixed-use LEED GOLD building is approximately 78% leased to multiple high-quality tenants.

In February 2020, the Company arranged for DivcoWest to purchase a majority ownership stake in the Hartford Building and secured a $87 million loan facility from MetLife.

As part of the transaction, the Company entered into asset management and property management agreements to manage the property.

We operate in the following business segments:

Asset Management and Real Estate Services.

Financial information related to these business segments for each of the two years in the period ended December 31, 2020 is set forth in Note 20 to the financial statements.

As a vertically integrated real estate operating and investment company, the Company has broad real estate development and management capabilities that enable us to generate fees for services provided in connection with the real estate assets we manage.

Our experienced management team provides a full range of services related to acquisition, development, and operations of real estate assets.

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin.

In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

While we have not seen a significant impact to our results from COVID-19 to date, if the virus continues to cause significant negative impacts to economic conditions or consumer confidence, our revenues including our property management revenues, trade receivables, related party receivables, goodwill and our fair value investments, results of operations, financial condition and liquidity could be adversely impacted.

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 Company submitted the PPP loan forgiveness application to the lender in December 2020.

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.

See Note 9 - CARES Act for more information.

Although the long-term impact of the COVID-19 pandemic on the commercial real estate market in the greater Washington, DC area remains uncertain, we believe that our Anchor Portfolio is well positioned to withstand potential negative impact of the COVID-19 pandemic.

We also believe that our management team is properly aligned with the interests of the Company and its shareholders and is committed to the Company’s objectives of providing exceptional experiences for those that we do business with while enhancing shareholder value.

Further, we believe that we are properly staffed for current market conditions and the foreseeable future and that our Company has the ability to manage risk and pursue opportunities for additional growth as market conditions warrant.

Our real estate development and management operations are primarily focused on the greater Washington, D.C.

region, where we believe our 30-plus years of experience provides us the best opportunity to continue leveraging our significant experience acquiring, developing, and managing high quality real estate assets and capitalizing on positive growth trends, while our environmental consulting and remediation management services business is well positioned to capitalize on opportunities to continue its recent growth throughout the entire U.S.

Mid-Atlantic region.

In December 2019, we entered into a joint venture with Comstock Partners, LC (“Partners”), an entity that is controlled by our CEO, and wholly-owned by Mr.

Clemente and certain family members, to acquire a Class-A office building immediately adjacent to Clarendon Station on Metro’s Orange Line in Arlington County, Virginia’s premier transit-oriented office market, the Rosslyn-Ballston Corridor.

Built in 2003, the 211,000 square foot mixed-use Leadership in Energy and Environmental Design (“LEED”) GOLD building is approximately 76% leased to multiple high-quality tenants.

In February 2020, we arranged for DivcoWest, an unaffiliated entity, to purchase a majority ownership stake in the Hartford Building and secured a $87 million loan facility from MetLife.

As part of the transaction, we entered into asset management and property management agreements to manage the property.

BLVD Forty Four

In October 2021, we entered into a joint venture with Partners to acquire BLVD Forty Four, a 15-story, luxury high-rise apartment building located one block from the Rockville Metro Station and in the heart of the I-270 Technology and Life Science Corridor in Montgomery County, Maryland.

Built in 2015, the 263-unit mixed use property includes approximately 16,000 square feet of retail and a commercial parking garage.

In connection with the transaction, we received an acquisition fee and will also receive investment related income and incentive fees in connection with our equity interest in the asset.

We also provide asset, residential, retail and parking property management services for the property in exchange for market rate fees.

In March 2022, we entered into a joint venture with Partners to acquire BLVD Ansel, a 250-unit, 18-story, luxury high-rise apartment building located at 33 Monroe Street in Rockville, MD.

BLVD Ansel is the sister building of Comstock’s acquired BLVD Forty-Four.

BLVD Ansel features over 20,000 square feet of retail space, 611 parking spaces, and expansive amenities, including a spacious lobby with concierge service, penthouse clubroom, fitness center and yoga studio, and multiple private workspaces designed to meet the needs of remote-working residents.

In connection with the transaction, we received an acquisition fee and will also receive investment related income and incentive fees in connection with our equity interest in the asset.

We also provide residential, retail and parking property management services for the property in exchange for market rate fees.

Our Business Strategy

In early 2018, we transitioned our business strategy from being focused on the development and sale of residential homes to our current fee-based services model that concentrates on asset management of commercial and mixed-use real estate, primarily in the greater Washington, D.C.

This shift took us from an approach that, among other things, was capital-intensive and required us to maintain a significant on-balance sheet land inventory to one that is asset-light with a much lower risk profile.

Comstock has been active in the Washington, D.C.

metropolitan area and other key U.S.

markets since 1985, having developed, acquired, and managed large-scale portfolios of real estate assets, including thousands of rental apartments, millions of square feet of mixed-use properties (office buildings, hotels, commercial garages, transit-oriented developments), millions of square feet of regional shopping malls, and numerous public-private partnership developments that include large-scale public infrastructure improvements.

We believe that our management team’s extensive experience in managing such a diverse and large-scale portfolio of developments and stabilized assets provides the knowledge base necessary to distinguish our business focus and strategy, which is primarily focused on:

• Properties that generate stable, recurring cash flows

Our asset management agreements provide a highly visible and reliable source of revenue and position us to enhance bottom line results as our Anchor Portfolio and other assets under management expand.

Our Anchor Portfolio provides a stable, cost-plus fee structure foundation pursuant to the 2019 AMA.

This approach enables us to generate consistent, positive earnings through the development and management of, and the provision of additional services related to, our

Anchor Portfolio.

It also provides the opportunity to increase our earnings through the expansion of our managed portfolio of properties pursuant to acquisitions of additional stabilized assets with institutional partners.

• Mixed-use and transit-oriented assets in high-growth areas

metropolitan area.

These sub-markets, which include the Dulles Corridor and the Rosslyn-Ballston Corridor in Northern Virginia, are experiencing increased short-term demand resulting from a flight to quality and perceived safety prompted by the COVID-19 pandemic.

Current trends indicate that commercial tenants are likely to continue seeking to locate (or relocate) offices to urban, mixed-use developments in sub-markets such as our key markets.

A significant portion of our portfolio of managed assets are located in such areas, adjacent to Metro stations with multiple housing choices, popular restaurants, entertainment venues, and other amenities prioritized by today’s corporate tenants and their employees.

We seek out opportunities that we believe can provide appropriate risk-adjusted returns and are suitable for co-investment, potentially with institutional real estate investors that seek investment opportunities but may lack the local expertise or operational infrastructure necessary to identify, acquire, and manage such assets.

• Capitalizing on significant growth trends that drive market demand in Northern Virginia

Significant growth trends in demand for cybersecurity and other technology services in the government sector, as well as in the private sector, have generated substantial growth and attracted large technology companies, such as Microsoft, Google, and Amazon to the Dulles Corridor and the Rosslyn-Ballston Corridor in Northern Virginia.

In 2018, Northern Virginia was selected by Amazon as the location for its highly publicized “HQ2” second headquarters.

Meanwhile, Amazon Web Services has focused its expansion in the Dulles Corridor to the west, where it has been increasing its office and data center presence in recent years.

Because of its significant information infrastructure, the Dulles Corridor has become known as the “Internet Capital of the World”.

With its vast network of high-capacity data centers, primarily located in the western portion of the Dulles Corridor, Loudoun County reportedly hosts upwards of 70% of the world’s internet traffic.

We have been focused on these developing trends for more than two decades, and through the 2019 AMA, we control the development and asset management of a significant portfolio of high-profile assets at the forefront of the urban transformation taking place in the Dulles Corridor.

With a stabilized portfolio and development pipeline that include millions of square feet of mixed-use and transit-oriented properties located at key Metro stations in the Dulles Corridor, we are well-positioned to capitalize on trends that are shaping the future of mixed-use real estate in the Washington, D.C.

area, providing opportunities for significant growth and attractive returns.

• Leveraging our development capabilities to secure public-private partnership development opportunities

Our affiliates have been selected by multiple local governments (including Fairfax County, Loudoun County, and the Town of Herndon, Virginia) to develop and manage large-scale mixed-use developments that include transit facilities and other public infrastructure elements through public-private partnerships at a time when local jurisdictions are focused on public-private partnerships as a means of leveraging private sector capabilities to meet public infrastructure development needs.

In addition, recent changes to the Comprehensive Land Use Plans of Fairfax County and Loudoun County encourage high-density and mixed-use development proximate to the new Silver Line Metro Stations in the Dulles Corridor, resulting in compelling growth opportunities adjacent to the terminus station of Phase I of the Silver Line that opened in 2014 and the terminus station of Phase II of the Silver Line that is scheduled to open in mid-2022.

• Constructing and stabilizing our significant development pipeline

We expect to generate additional fees from our significant pipeline of development opportunities.

At full build out, our Anchor Portfolio will be approximately 7.4 million square feet and include approximately 18 total commercial assets comprised of approximately 3.8 million square feet, 12 total residential assets comprised of approximately 3,000 units spanning 3.2 million total square feet, 15 total commercial garages comprised of approximately 17,000 parking spaces, and 2 hotels comprised of approximately 460 hotel rooms and 400,000 square feet.

• Actively growing our supplemental asset management services

We provide a variety of fee-based real estate services, such as capital markets, brokerage and title insurance.

Providing these supplemental services serves as a catalyst for additional strategic institutional real estate acquisition joint venture opportunities.

Our Values – Environment, Social and Governance (ESG)

We are committed to pursuing environmental sustainability, social responsibility, and robust governance practices across all our operations.

We recognize that development of real estate can have significant impact, positive or negative, for the surrounding community, the region, and the environment that we all share.

We believe that companies developing real estate have a responsibility to maximize the positive impacts while taking steps to minimize negative impacts.

Environmental

We believe that environmentally sound business practices are critical to the long-term success of our business and the communities in which we operate.

Our managed portfolio already includes multiple assets that are Leadership in Energy and Environmental Design (“LEED”) and Energy Star certified, and multiple initiatives are underway to obtain additional certifications in the near future.

We plan to expand our capabilities around monitoring energy and utility consumption at all our properties, allowing us to better identify opportunities to maximize efficiency and sustainability through operational and capital improvements.

Furthermore, we intend to engage our supply chain to incorporate sustainable designs, materials, and systems into all ongoing or future developments.

Our transit-oriented developments promote the use of mass transit, ride sharing, and alternate modes of transportation.

We continue to expand the availability of electronic vehicle charging stations and bike racks at our properties in hopes of encouraging the reduction of congestion, emissions, and our overall carbon footprint.

Social (Human Capital)

Our core mission is to deliver extraordinary experiences in places people live, work, and play.

We recognize the vital importance of community engagement in achieving this goal, which is why it has always been at the forefront of our overall business strategy.

We host a variety of community events in the public spaces we develop, aimed at creating rich and meaningful experiences.

We support local organizations in the communities where we do business through charitable events, philanthropic partnerships, and other events that help contribute to the health and vibrancy of the community.

A key to our success is our ability to attract and retain a talented workforce.

We employ a diverse, multi-generational staff that consisted of 152 full-time and 9 part-time employees as of December 31, 2021.

We promote collaboration, support, and innovation, providing all our employees the opportunity to achieve their professional and wellness goals.

We continuously strive to diversify our workforce, provide equal access to opportunities to our people, and promote a working environment based on mutual trust, confidence, and respect.

Our employees have access to a comprehensive suite of benefits, including, but not limited to:

medical, dental, vision, and life insurance options;

flexible and health savings accounts;

401k plan matching;

and professional development reimbursement.

We offer numerous wellness initiatives and training opportunities, including a diversity training and a broad suite of e-learning courses.

In 2021, we have continued to implement certain protocols and procedures in response to the COVID-19 pandemic to ensure the safety, health and comfort of employees and remain in compliance with all federal and local ordinances and guidelines.

Our employees, managers and officers conduct our business under the direction of our CEO and the oversight of our Board of Directors (the “Board”) to enhance our long-term value for our stockholders.

The core responsibility of our Board is to exercise its fiduciary duty to act in the best interests of our Company and our stockholders.

In exercising this obligation, our Board and its individual committees perform several specific functions, including risk assessment, review and oversight.

While management is responsible for the day-to-day management of risk, our Board retains oversight of risk management for our company, assisting management by providing guidance on strategic risks, financial risks, and operational risks.

We have established corporate governance guidelines and policies that promote Company values, including a code of conduct as well as a code of ethics.

Our information security team deploys an array of cybersecurity capabilities to protect our various business systems and data.

We continually invest in protecting against, monitoring, and mitigating risks across the enterprise.

We had no material publicly reportable information security incidents in the fiscal year ended December 31, 2021.

The real estate asset management and services industry is highly competitive.

Our growth will depend upon our ability to attract and maintain the appropriate personnel and to professionally manage the assets subject to the 2019 AMA and other management agreements and to expand our services to new clients on a cost-efficient basis.

We compete with other businesses in the asset management and real estate-related services businesses on the basis of price, location, experience, service and reputation.

Many of these competitors are larger than us and operate on a national or global scale and they and their clients may have greater technical, marketing and financial resources.

Such competitors may also enjoy competitive advantages that result from, among other things, lower costs of capital, greater business scale and enhanced operating efficiencies.

scale and broad national or global presence may allow them to offset downturns in certain localized markets or seasonality related to certain services with increased or steady operations in other markets.

We also face competitors on a local and regional basis.

Certain competitors may also be subject to different regulatory requirements or rules that may allow them more flexibility or better access to pursue potential investments and raise capital for themselves or their managed companies.

In addition, certain competitors may have higher risk tolerance, different risk assessments or lower return thresholds, which could allow them to consider a broader range of investments and to bid more aggressively for investment opportunities than us.

Our ability to continue to compete effectively will depend in large part upon the ability to attract, retain and motivate employees, and we must compete with our competitors to attract and retain experienced and talented employees.

Governmental Regulation and Environmental Matters

We are subject to various local, state and federal statutes, ordinances, rules and regulations concerning finance, banking, investments, zoning, building design, construction, density requirements and similar matters.

We may also be subject to periodic delays or may be precluded entirely from developing in certain communities due to building moratoriums or “slow-growth” or “no-growth” initiatives that could be implemented in the future in the states where we operate.

Local and state governments also have broad discretion regarding the imposition of development fees for projects in their jurisdiction.

We are also subject to a variety of local, state and federal statutes, ordinances, rules and regulations concerning protection of the environment.

Some of the laws to which we and our properties are subject to may impose requirements concerning development in waters of the United States, including wetlands, the closure of water supply wells, management of asbestos-containing materials, exposure to radon and similar issues.

The particular environmental laws that apply to any given real estate asset vary based on several factors, including the environmental conditions related to a particular property and the present and former uses of the property.

Many of these competitors are larger than us, operate on a national or global scale, and have access to greater technical, marketing and financial resources.

These competitors may benefit from lower costs of capital, greater business scale, enhanced operating efficiencies, and greater immunity to localized market downturns due to their broad geographic presence.

We also face numerous competitors on a local and regional basis.

Certain competitors may also possess greater access to capital, higher risk tolerance, lower return thresholds, or less regulatory restrictions, all which could allow them to consider a broader range of investments and to bid more aggressively for investment opportunities than we are able to.

Our long-term growth will depend upon our ability to attract and maintain the appropriate personnel, professionally manage the assets subject to the 2019 AMA and other management agreements, and successfully expand our services to new and existing clients in a cost-efficient manner.

Technology and Intellectual Property

4 unchanged sentences

Our Chief Executive Officer and Chairman of the Board, Christopher Clemente, has licensed his ownership interest in the “Comstock” brand and trademark to us in perpetuity.

We have registered our trademarks and routinely take steps, and occasionally take legal action, to protect the Company against brand infringement from third parties.

We have registered our trademarks and routinely take steps, and occasionally take legal action, to protect against brand infringement from third parties.

Clemente has retained the right to continue to use the “Comstock” brand and trademark including for real estate development projects in our current or future markets that are unrelated to the Company but, currently, substantially all of Mr.

Clemente’s real estate development business is conducted with the Company pursuant to the 2019 AMA.

We experience limited seasonality across our business segments.

With respect to our Asset Management segment, we do not expect seasonality to materially impact our operations.

With respect to our Real Estate Services segment, we do anticipate being impacted by adverse weather conditions.

The markets in which we operate are four-season markets that experience significant periods of rain and snow.

Construction and remediation cycles and efforts are often adversely affected by severe weather.

As a result of seasonal activity across our Real Estate Services business segment, our quarterly results of operations and financial position at the end of a particular fiscal quarter are not necessarily representative of the balance of our fiscal year.

At December 31, 2020, the Company had 136 full-time and 11 part-time employees.

Our employees are not represented by any collective bargaining agreements, and we have never experienced a work stoppage.

We believe we have good relations with our employees and provide a comprehensive benefits program to attract and retain top talent, including, without limitation, paid vacation, sick leave and volunteer hours, 401K contributions, professional development funds that reset each year, community service initiatives, and online and in-person trainings and e-learning opportunities.

We further encourage our employees to provide feedback on our benefits program and periodically make enhancements to our benefits program in response thereto.

In response to the impacts of COVID-19, the Company commenced implementing protocols and procedures for the safety, health and comfort of employees in March 2020, which continue at present time.

We assembled a COVID-19 task

force comprised of employees from multiple departments to formulate and implement health and safety protocols in our workplace, including, without limitation, implementation of CDC and Virginia required and recommended protocols, enhanced daily cleaning of workspaces, installation of protective screens between cubicles, providing temperature scanners at office locations, implementation of an Infectious Disease (COVID-19) Preparedness and Response Plan that is updated periodically as governmental mandates and guidance change, Virginia Occupational Safety and Health COVID-19 trainings for all employees, providing free lunches each workday to employees since April 2020 (continues at present time), providing reimbursements for child care expenses and partnering with the Learning Care Group to provide child care discounts to employees, and providing COVID-19 related paid leave.

We believe that we are properly staffed for current market conditions, although the continued impacts of COVID-19 remain uncertain, and have the ability to manage growth as market conditions warrant.

Clemente’s real estate development business is conducted with Comstock, pursuant to the 2019 AMA.

Governmental Regulation and Environmental Matters

We may also be subject to periodic

delays or may be precluded entirely from developing in certain communities due to building moratoriums or “slow-growth” or “no-growth” initiatives that could be implemented in the future in the states where we operate.

Local and state governments also have broad discretion regarding the imposition of development fees for projects in their jurisdiction.

We are also subject to a variety of local, state and federal statutes, ordinances, rules and regulations concerning protection of the environment.

Additional Information

Comstock Holding Companies, Inc.

was incorporated in Delaware in 2004.

Our principal executive offices are located at 1900 Reston Metro Plaza, 10th Floor, Reston, VA 20190, and our telephone number is 703-230-1985.

Our corporate website may be found at https://comstockcompanies.com/.

We maintain an investor relations page on our website where our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to those reports and other required SEC filings may be accessed free of charge as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.

UNRESOLVED STAFF COMMENTS

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What changed 10-K

Item 1. Business