5 unchanged sentences
Management’s Report on Internal Control Over Financial Reporting
−Removed: 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.
+Added: Management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Rules 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, 2022 based on the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
4 unchanged sentences
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.
−Removed: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
+Added: Due to 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.
1 unchanged sentence
over time, a control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.
−Removed: Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
+Added: Due to 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, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
−Removed: 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.
+Added: The certifications of our principal executive officer and principal financial officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act 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.
7 unchanged sentences
Principal Accountant Fees and Services
−Removed: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
+Added: Exhibit and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K:
−Removed: Financial Statements
+Added: Consolidated Financial Statements
See Index to Consolidated Financial Statements in Part II, Item 8 of this report.
1 unchanged sentence
Financial statement schedules have been omitted because they are not applicable or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto.
+Added: Number Incorporated by Reference
+Added: Description Form Exhibit Filing Date
3.1 Amended and Restated Certificate of Incorporation
−Removed: incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 16, 2015.
−Removed: 3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Comstock Holding Companies, Inc.;
−Removed: incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the Commission on February 19, 2019.
+Added: 10-Q 3.1 November 16, 2015
3.2 Amended and Restated Bylaws
−Removed: incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 31, 2005.
+Added: 10-K 3.2 March 31, 2005
3.3 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
−Removed: incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the Commission on March 28, 2017.
+Added: 8-K 3.1 March 28, 2017
3.4 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
−Removed: incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the Commission on February 19, 2019.
+Added: 8-K 3.2 February 19, 2019
+Added: 3.5 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Comstock Holding Companies, Inc.
+Added: 8-K 3.1 February 19, 2019
4.1 Specimen Stock Certificate
−Removed: 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.
+Added: S-1 4.1 August 13, 2004
4.2 Description of Capital Stock
+Added: 10-K 4.2 March 31, 2022
10.1 Form of Indemnification Agreement
−Removed: 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.
+Added: S-1/A 10.10 December 7, 2004
10.2+ 2004 Long-Term Incentive Compensation Plan
−Removed: 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.
−Removed: 10.3+ Employee Stock Purchase Plan;
−Removed: 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.
−Removed: 10.4 Services Agreement, dated March 4, 2005, with Comstock Asset Management, L.C.;
−Removed: incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 31, 2005.
−Removed: 10.5+ Employment Agreement with Christopher Clemente;
−Removed: 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.
−Removed: 10.6+ Confidentiality and Non-Competition Agreement with Christopher Clemente;
−Removed: 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.
+Added: S-1/A 10.12 December 7, 2004
+Added: 10.3+ Form of Stock Option Agreement under the 2004 Long-Term Incentive Compensation Plan
+Added: S-1/A 10.13 December 7, 2004
10.4 Trademark License Agreement
−Removed: 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.
−Removed: 10.8 Lease Agreement, dated on or about December 31, 2009, with Comstock Asset Management, L.C.
−Removed: by Comstock Property Management, L.C., a subsidiary of Registrant;
−Removed: incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 31, 2010.
−Removed: 10.9 Credit Enhancement and Indemnification Agreement, dated February 17, 2011, by and between Registrant and Christopher D.
−Removed: Clemente and Gregory V.
−Removed: incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on May 13, 2011.
+Added: S-1/A 10.23 December 7, 2004
10.5 Form of warrant issued in connection with private placement by Comstock Growth Fund, L.C.
−Removed: incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K filed with the Commission on April 14, 2015.
+Added: 10-K 10.91 April 14, 2015
10.6 Section 382 Rights Agreement between Comstock Holding Companies, Inc.
and American Stock Transfer & Trust Company, LLC dated March 27, 2015
−Removed: incorporated by reference to an Exhibit to the current report on Form 8-K filed with the Commission on March 27, 2015.
+Added: 8-K 4.1 March 27, 2015
10.7 Form of Subscription Agreement and Operating Agreement dated August 15, 2016, between Comstock Investors X, L.C.
and [-], with accompanying Schedule A identifying subscribers
−Removed: incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 14, 2016.
−Removed: 10.13 Form of Warrant issued in connection with private placement by Comstock Investors X, L.C.;
−Removed: incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 14, 2016.
−Removed: 10.14 Share Exchange Agreement between Comstock Holding Companies, Inc.
−Removed: and Investor Management, L.C., Christopher Clemente and Teresa A.
−Removed: Schar dated March 22, 2017;
−Removed: incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the Commission on March 28, 2017.
−Removed: 10.15 Asset Purchase Agreement, dated July 14, 2017, between CHCI Capital Management, L.C.
−Removed: (formerly CDS Capital Management, L.C.) and Monridge Environmental, LLC;
−Removed: incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 16, 2017.
+Added: 10-Q 10.99 November 14, 2016
10.8 Amendment to the Operating Agreement, dated October 13, 2017, between Comstock Investors X, L.C.
and CP Real Estate Services, LC (formerly Comstock Development Services, LC)
−Removed: incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 16, 2017.
−Removed: 10.17 Form of Warrant, dated October 13, 2017, between Comstock Investors X, L.C.
−Removed: and CP Real Estate Services, LC (formerly Comstock Development Services, LC);
−Removed: incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed on November 16, 2017.
+Added: 10-Q 10.62 November 16, 2017
10.9+ Comstock Holding Companies, Inc.
2019 Omnibus Incentive Plan
−Removed: incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on January 22, 2019.
−Removed: 10.19 2019 Master Asset Management Agreement, dated January 2, 2019, between CHCI Asset Management, L.C.
−Removed: (formerly CDS Asset Management, L.C) and CP Real Estate Services, LC (formerly Comstock Development Services, LC );
−Removed: incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K filed with the Commission on April 15, 2020.
−Removed: 10.20 Form of Time-Based Restricted Stock Unit Agreement under the 2019 Omnibus Incentive Plan;
−Removed: incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K filed with the Commission on April 15, 2020.
+Added: DEF 14A Annex B January 22, 2019
+Added: 10.10+ Form of Time-Based Restricted Stock Unit Agreement under the 2019 Omnibus Incentive Pla n
+Added: 10-K 10.26 April 15, 2020
10.11+ Form of Performance Based Restricted Stock Unit Agreement under the 2019 Omnibus Incentive Plan
−Removed: incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K filed with the Commission on April 15, 2020.
−Removed: 10.22* Business Management Agreement dated July 1, 2019 by and between CHCI Asset Management, L.C.
−Removed: ( formerly CDS Asset Management, L.C) and CP Real Estate Services, LC (formerly Comstock Development Services, LC )
−Removed: 10.23 Amended and Restated Limited Liability Company Agreement of Comstock 3101 Wilson, LC dated February 7, 2020;
−Removed: incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2020.
−Removed: 10.24 Ten Million ($10,000,000) Revolving Capital Line of Credit Agreement dated March 19, 2020, Comstock Holding Companies, Inc.
+Added: 10-K 10.27 April 15, 2020
+Added: 10.12 Revolving Capital Line of Credit Agreement dated March 19, 2020, Comstock Holding Companies, Inc.
and CP Real Estate Services, LC (formerly Comstock Development Services, LC)
−Removed: incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on May 28, 2020.
+Added: 10-Q 10.29 May 28, 2020
10.13 Promissory Note dated March 27, 2020, between Comstock Holding Companies, Inc.
and CP Real Estate Services, LC (formerly Comstock Development Services, LC )
−Removed: incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on May 28, 2020.
−Removed: 10.26 Note dated April 16, 2020 between Comstock Holding Companies, Inc.
−Removed: and MainStreet Bank pursuant to the Paycheck Protection Program authorized under the Coronavirus Aid, Relief and Economic Security Act;
−Removed: incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on May 28, 2020.
+Added: 10-Q 10.30 May 28, 2020
10.14+ Amended and Restated Employment Agreement dated April 27, 2020, between Comstock Holding Companies, Inc.
and Christopher Clemente
−Removed: incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2020.
−Removed: 10.28 Letter of BDO USA, LLP dated June 24, 2020;
−Removed: incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the Commission on June 24, 2020.
+Added: 10-Q 10.2 August 14, 2020
+Added: 10.15 Amended and Restated Limited Liability Company Agreement of Comstock 3101 Wilson, LC dated February 7, 2020
+Added: 10-Q 10.3 August 14, 2020
10.16 Deed of Lease dated November 1, 2020, between CRS Plaza I, LC and Comstock Holding Companies, Inc.
−Removed: incorporated by reference to an exhibit to the Registrant's Annual Report of Form 10-K filed with the Commission on March 31, 2021.
+Added: 10-K 10.32 March 31, 2021
+Added: 10.17 Business Management Agreement dated July 1, 2019 by and between CHCI Asset Management, L.C.
+Added: (formerly CDS Asset Management, L.C) and CP Real Estate Services, LC (formerly Comstock Development Services, LC )
+Added: 10-K 10.22 March 31, 2022
10.18 Operating Agreement of Comstock 44 Maryland, L C dated October 20, 2021.
+Added: 10-K 10.30 March 31, 2022
10.19+ Consultant Agreement dated November 3, 2021 by and between Comstock Holding Companies, Inc.
and Ivy Zelman.
−Removed: 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).
+Added: 10-K 10.31 March 31, 2022
+Added: 10.20 Deed of Lease dated January 1, 2022 by and between Comstock Reston Station Holdings, LC and ParkX Management, LC
+Added: 10-Q 10.1 May 16, 2022
+Added: 10.21 Limited Liability Company Operating Agreement of Comstock 33 Monroe Holdings, LC dated March 21, 2022
+Added: 10-Q 10.2 May 16, 2022
+Added: 10.22 Asset Purchase Agreement dated March 31, 2022 among Comstock Holding Companies, Inc., Comstock Environmental Services, LLC and August Mack Environmental, Inc.
+Added: 10-Q 10.3 May 16, 2022
+Added: 10.23 Master Asset Management Agreement between Comstock Partners, LC and CHCI Asset Management, LC, dated June 13, 2022
+Added: 10-Q 10.1 August 15, 2022
+Added: 10.24 Share Exchange and Purchase Agreement between Comstock Holding Companies, Inc.
+Added: and CP Real Estate Services, L.C., dated June 13, 2022
+Added: 10-Q 10.2 August 15, 2022
+Added: 14.1 Code of Ethics
+Added: 10-K 14.1 March 31, 2005
21.1* List of subsidiaries
4 unchanged sentences
101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
−Removed: 101.SCH Inline XBRL Taxonomy Extension Schema
−Removed: 101.CAL Inline XBRL Taxonomy Extension Calculation
−Removed: 101.PRE Inline XBRL Taxonomy Extension Presentation
−Removed: 101.LAB Inline XBRL Taxonomy Extension Labels
−Removed: 101.DEF Inline XBRL Taxonomy Extension Definition
+Added: 101.SCH* Inline XBRL Taxonomy Extension Schema Document
+Added: 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
+Added: 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
−Removed: Management contracts or compensatory plans, contracts or arrangements
+Added: + Management contracts, compensatory plans, or arrangements
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.
11 unchanged sentences
GUERNSEY Director March 29, 2023
+Added: /s/ THOMAS J.
+Added: HOLLY Director March 29, 2023
MACCUTCHEON Director March 29, 2023
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.