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

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

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of RegulationS-T (Section 232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act. ~~(check one)~~

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes ☐ No ☒

As of ~~November 16, 2017, 3,347,789~~May 26, 2020, 7,839,490 shares of Class A common stock, par value $0.01 per share, and 220,250 shares of Class B common stock, par value $0.01 per share, of the registrant were outstanding.

	March 31, 2020			December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	7,180		$	3,511
Trade receivables		1,510			1,886
Trade receivables - related parties		3,336			3,644
Prepaid and other assets, net		408			274
Total current assets		12,434			9,315

Equity method investments at fair value		8,230			8,421
Fixed assets, net		239			278
Goodwill		1,702			1,702
Intangible assets, net		86			103
Operating lease right-of-use assets		99			114
TOTAL ASSETS	$	22,790		$	19,933

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accrued personnel costs	$	458		$	2,916
Accounts payable		593			1,438
Accrued liabilities		601			166
Short term notes payable - due to affiliates, net of discount		5,730			5,706
Short term operating lease liabilities		49			—
Short term notes payable		104			77
Total current liabilities		7,535			10,303

Long term notes payable - due to affiliates		5,500			—
Long term notes payable - net of deferred financing charges		1,158			1,212
Long term operating lease liabilities, net of current portion		50			61
TOTAL LIABILITIES		14,243			11,576

Commitments and contingencies

STOCKHOLDERS’ EQUITY
Series C preferred stock $0.01 par value, 20,000,000 shares authorized, 3,440,690 issued and outstanding and liquidation preference of $17,203 at March 31, 2020 and December 31, 2019	$	6,765		$	6,765
Class A common stock, $0.01 par value, 59,779,750 shares authorized, 7,897,100 and 7,849,756 issued, and 7,811,530 and 7,764,186 outstanding at March 31, 2020 and December 31, 2019, respectively		79			78
Class B common stock, $0.01 par value, 220,250 shares authorized, issued and outstanding at March 31, 2020 and December 31, 2019		2			2
Additional paid-in capital		199,573			199,372
Treasury stock, at cost (85,570 shares Class A common stock)		(2,662	)		(2,662	)
Accumulated deficit		(195,210	)		(195,198	)
TOTAL COMSTOCK HOLDING COMPANIES, INC. EQUITY		8,547			8,357
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	22,790		$	19,933

The accompanying notes are an integral part of these consolidated financial statements.

	Three Months Ended March 31,
	2020			2019
Revenues
Revenue—asset management	$	5,435		$	4,154
Revenue—real estate services		1,531			728
Total revenue		6,966			4,882
Expenses
Direct costs - asset management		4,632			3,667
Direct costs - real estate services		1,381			494
General and administrative		598			304
Selling and Marketing		164			—
Operating income		191			417
Other income, net		9			57
Interest expense		(164	)		(18	)
Loss on equity method investments carried at fair value		(47	)		—
(Loss) income before income tax expense		(11	)		456
Income tax expense		1			—
Net (loss) income from continuing operations		(12	)		456
Net loss from discontinued operations, net of tax		—			(371	)
Net (loss) income		(12	)		85

(Loss) income per share from continuing operations
Basic net income per share	$	(0.00	)	$	0.12
Diluted net income per share	$	(0.00	)	$	0.12
Loss per share from discontinued operations
Basic net loss per share		—		$	(0.10	)
Diluted net loss per share		—		$	(0.10	)

Basic weighted average shares outstanding		8,003			3,850
Diluted weighted average shares outstanding (continuing operations)		8,003			3,965
Diluted weighted average shares outstanding (discontinued operations)		—			3,850

The accompanying notes are an integral part of these consolidated financial statements.

Series C

Additional

Non-

Preferred Stock

Class A

Class B

paid-in

Treasury

Accumulated

controlling

Shares

Amount

Shares

Amount

Shares

Amount

capital

stock

deficit

interest

Total

Balance at December 31, 2018

2,800

7,193

3,703

$
37

220

$
2

$
181,632

$
(2,662
)

$
(196,091
)

$
15,706

$
5,817

Stock compensation and issuances

—

—

41

—

—

—

61

—

—

—

61

Accrued liability settled through issuance of stock

—

—

15

—

—

—

35

—

—

—

35

Shares withheld related to net share settlement of restricted stock awards

—

—

(10
)

—

—

—

—

—

—

—

—

Net income

—

—

—

—

—

—

—

—

85

300

385

Balance at March 31, 2019

2,800

$
7,193

3,749

$
37

220

$
2

$
181,728

$
(2,662
)

$
(196,006
)

$
16,006

$
6,298

Series C

Additional

Non-

Preferred Stock

Class A

Class B

paid-in

Treasury

Accumulated

controlling

Shares

Amount

Shares

Amount

Shares

Amount

capital

stock

deficit

interest

Total

Balance at December 31, 2019

3,441

$
6,765

7,850

$
78

220

$
2

$
199,372

$
(2,662
)

$
(195,198
)

$
-

$
8,357

Stock compensation and issuances

—

—

52

1

—

—

212

—

—

—

213

Accrued liability settled through issuance of stock

—

—

11

—

—

—

20

—

—

—

20

Shares withheld related to net share settlement of restricted stock awards

—

—

(16
)

—

—

—

(31
)

—

—

—

(31
)
Net loss

—

—

—

—

—

—

—

—

(12
)

—

(12
)
Balance at March 31, 2020

3,441

6,765

7,897

79

220

2

199,573

(2,662
)

(195,210
)

—

8,547

The accompanying notes are an integral part of these consolidated financial statements

	Three Months Ended March 31,
	2020			2019
Cash flows from operating activities attributable to continuing operations:
Net (loss)income	$	(12	)	$	85
Adjustment to reconcile net (loss) income from continuing operations to net cash (used in) provided by operating activities
Amortization of loan discount, loan commitment and deferred financing fees		24			18
Amortization and depreciation expense		65			48
Earnings from unconsolidated joint venture, net of distributions		105			(1	)
Stock compensation		213			86
Change in fair value of equity method investment		47			—
Changes in operating assets and liabilities:
Trade receivables - related party		308			1,660
Trade receivables		398			180
Deferred revenue		—			(625	)
Accrued personnel costs		(2,458	)		(948	)
Other assets		(239	)		205
Accrued liabilities		478			273
Accounts payable		(845	)		(326	)
Lease liabilities		8			—
Net cash provided by operating activities of discontinued operations		—			2,738
Net cash (used in) provided by operating activities		(1,908	)		3,393
Cash flows from investing activities attributable to continuing operations:
Purchase of fixed assets		(9	)		(15	)
Distributions from equity method investments carried at fair value		144			—
Principal received on note receivable		—			10
Net cash provided by (used in) investing activities		135			(5	)
Cash flows from financing activities attributable to continuing operations:
Proceeds from notes payable		5,554			—
Payments on notes payable		(81	)		(65	)
Taxes paid related to net share settlement of equity awards		(31	)		(28	)
Net cash used in financing activities of discontinued operations		—			(3,334	)
Net cash provided by (used in) financing activities		5,442			(3,427	)
Net increase (decrease) in cash, restricted cash and cash equivalents		3,669			(39	)
Cash and cash equivalents, beginning of period		3,511			854
Cash and cash equivalents, end of period	$	7,180		$	815

Supplemental cash flow information:
Interest paid	$	143		$	146
Supplemental disclosure for non-cash investing and financing activities:
Accrued liability settled through issuance of stock	$	20		$	35

The accompanying notes are an integral part of these consolidated financial statements.

~~(Amounts are in thousands, except per share data, number of units, or as otherwise noted)~~

The accompanying unaudited consolidated financial statements of Comstock Holding Companies, Inc. and subsidiaries (“Comstock”, “CHCI” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form10-Q and Article 8 of Regulation~~S-X.~~ S-X and applicable other rules and regulations of the Securities and Exchange Commission (“SEC”). Such financial statements do not include all of the disclosures required by GAAP for complete financial statements. In our opinion, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included in the accompanying consolidated financial statements. The Company has evaluated subsequent events through the date these consolidated financial statements were issued and has included all necessary adjustments and disclosures. For further information and a discussion of our significant accounting policies, other than discussed below, refer to our audited consolidated financial statements in our Annual Report on Form10-K for the fiscal year ended December 31, ~~2016.~~2019.

Comstock Holding Companies, Inc., incorporated in 2004 as a Delaware corporation, is a multi-faceted ~~real estate development~~asset management and ~~construction~~ services company primarily focused in the Washington, D.C. ~~metropolitan area (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”), ~~Northern Virginia~~Comstock Residential Management, LC, Comstock Commercial Management, LC, Park X Management, LC and ~~Maryland suburbs of Washington, D.C.~~Comstock Environmental Services, LC (“CES”). ~~We have substantial experience with building a diverse range of products, including multi-family homes, single-family homes, townhouses,mid-rise~~ ~~condominiums, high-rise multi-family condominiums andmixed-use~~ ~~(residential and commercial) developments.~~The Company’s homebuilding operations are presented in Discontinued Operations (see Note 18 – Discontinued Operations). References in these ~~consolidated financial statements~~Consolidated Financial Statements to “Comstock,” ~~“Company,”~~“Company”, “we,” “our” and “us” refer to Comstock Holding Companies, Inc. together in each case with our subsidiaries ~~and any predecessor entities~~ unless the context suggests otherwise.

The Company’s Class A common stock is traded on the NASDAQ Capital Market under the symbol “CHCI” ~~and has no public trading history prior to December 17, 2004.~~.

Throughout ~~these consolidated financial statements,~~this quarterly report on Form 10-Q, amounts are in thousands, except per share data, number of ~~units,~~stock options, number of stock awards, or as otherwise noted.

The Consolidated Balance Sheet as of December 31, 2019 was derived from the audited financial statements contained in the 2019 Form10-K.

For the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2020 and ~~2016,~~2019, comprehensive income (loss) equaled net income (loss); therefore, a separate statement of comprehensive income (loss) is not included in the accompanying consolidated financial statements.

We require capital to operate, to post deposits on new potential acquisitions, to purchase and develop land, to construct homes, to fund related carrying costs and overhead and to fund various advertising and marketing programs to generate sales. These expenditures include payroll, community engineering, entitlement, architecture, advertising, utilities and interest as well as the construction costs of our homes. Our sources of capital include, and we believe will continue to include, private equity and debt placements (which has included significant participation from Company insiders), funds derived from various secured and unsecured borrowings to finance acquisition, development and construction on acquired land, cash flow from operations, which includes the sale and delivery of constructed homes, finished and raw building lots and the potential sale of public debt and equity securities. The Company is involved in ongoing discussions with lenders and equity sources in an effort to provide additional growth capital to fund various new business opportunities. See Note 13 in the accompanying consolidated financial statements for more details on our credit facilities and Note 11 in the accompanying consolidated financial statements for details on private placement offerings.

We have outstanding borrowings with various financial institutions and other lenders that have been used to finance the acquisition, development and construction of real estate projects. The Company has generally financed its development and construction activities on a single or multiple project basis so it is not uncommon for each of our projects or collection of our projects to have a separate credit facility. Accordingly,On March 19, 2020, the Company ~~typically~~entered into a Revolving Capital Line of Credit Agreement (the “Loan Documents”) with Comstock Development Services LC (“CDS”), an entity wholly owned by Christopher Clemente, the Chief Executive Officer of the Company, pursuant to which the Company secured a Ten Million Dollar ($10,000,000) 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 one percent (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 twelve (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. The borrowing has ~~had numerous credit facilities and lenders.~~

Asa maturity date of ~~September~~April 30, ~~2017, $22.7 million~~2023, as agreed by CDS. On April 10, 2020, the capital provided to the Company by the Revolver was utilized to retire all of the Company’s ~~outstanding credit facilities~~ten percent (10%) corporate indebtedness maturing on April 16, 2020 owed to Comstock Growth Fund, L.C.

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 ~~project~~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.

customers or other factors that we cannot foresee. Any of these factors and other factors beyond our control could have an adverse effect on the overall business environment and cause our business to suffer in ways that we cannot predict at this time and that may materially and adversely impact our business, financial condition and results of operations.

On April 20, 2020, the Company received a loan in the amount of approximately $1.95 million under the Paycheck Protection Program (“PPP”) under a promissory note from its existing commercial bank (the “PPP Loan”). The PPP, established as part of the Coronavirus Aid, Relief, and Economic Security (CARES) Act, provides for loans to qualifying businesses for amounts up to 2.5 times the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels.

The application for these funds required the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. Some of the uncertainties related ~~loans mature at various periods through~~to the ~~end~~Company’s operations that are directly related to COVID-19 include, but are not limited to, the severity of ~~2017. We are in active discussions~~the virus, the duration of the outbreak, governmental, business or other actions and their impacts on the Company and our clients, along with ~~our lenders seeking~~short and long term ~~extensions~~effects of consumer demand that may affect our clients financial position and ~~modifications~~consequently necessitate changes to our operations. On April 23, 2020, the Department of Treasury published additional guidance through a document entitled “Paycheck Protection Program Loans-Frequently Asked Questions (FAQs)”. The PPP Loan good faith certification, specifically addressed by new FAQ 31, required the Company to take into account their current business activity and ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. On May 13, 2020, Treasury published additional guidance through a document entitled “Paycheck Protection Program Loans-Frequently Asked Questions (FAQs)”-as of May 13, 2020. New FAQ 46, further clarifying FAQ 31, provided the Company firm guidance that its prior good faith certification is deemed made in good faith in determining that any borrower that, together with its affiliates received PPP loans with an original principal amount of less than $2 million will be deemed to have made the required certification concerning the necessity of the loan request in good faith.

The receipt of these funds, and the forgiveness of the loan attendant to these ~~loans. These debt instruments impose certain restrictions~~funds, is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on our ~~operations, including speculative unit construction limitations, curtailment obligations, and financial covenant compliance. If we fail~~future adherence to comply with any of these restrictions, an event of default could occur. Additionally, events of default could occur if we fail to make required debt service payments or if we fail to come to agreement on an extension on a certain facility prior to a given loan’s maturity date. Any event of default would likely render the obligations under these instruments due and payable as of that event. Any such event of default would allow certain of our lenders to exercise cross default provisions in our loan agreements with them, such that all debt with that institution could be called into default. We are anticipating that with the successful resolutionforgiveness criteria. The term of the ~~debt extension discussions with our lenders, capital raises from our private placements, current available cash~~Company’s PPP Loan is two years. The annual interest rate on ~~hand,~~the PPP Loan is 1.00% and ~~additional cash from settlement proceeds at existing and under development communities,~~no payments of principal or interest are due during the ~~Company will have sufficient financial resources to sustain its operations through~~six-month period beginning on the next 12 months, though no assurances can be made that the Company will be successful in its efforts. The Company will also continue to focus on its cost structure in an effort to conserve cash and manage expenses. Such actions may include cost reductions and/or deferral arrangements with respect to current operating expenses.

~~On July 17, 2017, JK Environmental Services, LLC, (“JK”) a newly formed, wholly owned entity by CDS Capital Management, L.C., a subsidiary of Comstock, purchased all~~date of the ~~business assets~~PPP Loan. The PPP Loan remains subject to any new guidance and new requirements released by the Department of Monridge Environmental, LLC for $2.3 million. JK has its principal office located in Conshohocken, Pennsylvania, and operates in Maryland, Pennsylvania, New Jersey, and Delaware. JK operates as an environmental services company, providing consulting, remediation, and other environmental services. Refer to Note 16 for further information regarding this transaction.the Treasury.

Our consolidated financial statements have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts for the reporting periods. We base these estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. We evaluate these estimates and ~~judgements~~judgments on an ongoing basis. Actual results may differ from those estimates under different assumptions or conditions.

~~In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update(“ASU”) 2014-09,~~ ~~“Revenue from Contracts with Customers”(“ASU 2014-09”). ASU 2014-09 provides~~ a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance.~~ASU No. 2014-09 will~~ require an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued~~ASU 2015-14, which~~ ~~deferred the effective date ofASU 2014-09 for~~ one year, which would make the guidance effective for the Company’s first fiscal year beginning after December 15, 2017. Additionally, the FASB has also decided to permit entities to early adopt the standard, which allows for either full retrospective or modified retrospective methods of adoption, for reporting periods beginning after December 15, 2016. The Company has completed its preliminary evaluation of the impact of the adoption of ASU 2014-09 for its homebuilding revenue, and believe that there will likely be no material impact to its consolidated financial statements, except enhanced disclosure regarding revenue recognition, including disclosures of revenue streams, performance obligations, variable consideration and the related judgments and Material estimates ~~necessary to apply the new standard. The Company is still~~are utilized in the ~~process~~valuation of ~~evaluating the impact~~deferred tax assets, analysis of ~~the adoption~~goodwill impairment, valuation of ~~the standard as it pertains to the revenues from the newly formed entity, JK. The Company continues to evaluate the new standard against its existing accounting policies, including the timing~~equity-based compensation, valuation of ~~revenue recognition,~~preferred stock issuances, capitalization of costs, consolidation of variable interest entities and its contracts with customers to determine the effect the guidance will have on its consolidated financial statements and what changes to systems and controls may be warranted. The Company expects to adopt the modified retrospective method.

~~In February 2016, the FASB issuedASU 2016-02, “Leases”. The~~ ~~core principle of the standard is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in its statement~~fair value of financial ~~position a liability to make lease payments (the lease liability) anda right-of-use asset~~ ~~representing its right to use the underlying asset for the lease term.ASU 2016-02 is~~ effective for public companies for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact this new standard will have on our consolidated financial statements.

~~In January 2017, the FASB issued ASU2017-01,~~ “Business Combinations (Topic 805), Clarifying the Definition of a Business”, which provides a more robust framework to use in determining when a set of assets and activities (collectively referred to as a “set”) is a business. The standard requires that when substantially all ofinstruments (including the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This standard reduces the number of transactions that need to be further evaluated. ASU~~2017-01~~ ~~is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those periods. The amendments in ASU2017-01~~ ~~should be applied prospectively on or after the effective date. We do not expect the adoption of ASU2017-01~~ ~~to have a material effect on our consolidated financial statements.~~equity method investment).

In ~~May 2017,~~August 2018, the FASB issued ASU~~2017-09,~~ ~~“Compensation—Stock Compensation~~ 2018-13, “Fair Value Measurement (Topic ~~718)—Scope of Modification Accounting.” ASU2017-09~~ ~~reduces both diversity in practice and cost and complexity when changing the terms or conditions of a share-based payment award. The amendments in this update provide guidance about which changes~~820) – Disclosure Framework – Changes to the ~~terms or conditions~~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 ~~share-based payment award require an entity~~point in the future, (ii) disclose changes in unrealized gains and losses related to ~~apply modification accounting.~~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~~2017-09~~ 2018-13 is effective for fiscal years, ~~including~~and interim periods within those fiscal years, beginning after December 15, ~~2017.~~2019. Early adoption is ~~permitted, including~~permitted. The adoption ~~in any interim period~~did not have a material impact on our Consolidated Financial Statements.

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 supportable information to record and report credit loss estimates, even when the CECL is remote. Companies will be required to record the allowance for ~~which~~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 consolidated financial statements ~~have not yet been issued. The amendments~~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 ~~this update should~~ASC 740, Income Tax and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 will be ~~applied prospectively to an award modified on or~~effective for public business entities for annual reporting periods beginning after ~~the~~December 15, 2020, and interim periods within those periods. Early adoption ~~date.~~is permitted. We do not expect the adoption of ~~ASU2017-09~~this pronouncement to have a material ~~effect~~impact on our ~~consolidated financial statements.~~Consolidated Financial Statements.

We assessed other accounting pronouncements issued or effective during the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2020 and deemed they were either not applicable to us ~~and~~or are not anticipated to have a material effect on our consolidated financial statements. Other standards previously issued and adopted by the Company have been disclosed in previous filings.

In connection with the preparation of the Company’s 2019 consolidated financial statements, the Company identified errors in its historical financial statements relating to how the Company accounted for debt discounts and how the Company accounted for reimbursement of salaries and other salary related costs for its property management revenue arrangements. Specifically, the Company incorrectly accounted for debt discount that should have been fully amortized at the end of the initial three-year term of certain notes payable due to affiliates, in October 2017. In addition, in the interim periods in 2019, the Company previously reported the reimbursement of salary costs from its property management agreements on a net basis, although the Company was required to account for these payroll related reimbursements on a gross basis. The correction of these non-cash errors had no effect on the previously reported operating income (loss) or total cash flows from operations, investing, or financing of the Company.

The Company evaluated the errors and, based on an analysis of quantitative and qualitative factors, determined that the related impact was not material to the Company’s consolidated financial statements for any prior period.

All financial statements and footnotes presented herein have been adjusted to reflect the revisions below.

Trade receivables include amounts due from real estate services, asset management and commercial development. The Company records an allowance for doubtful accounts based on historical experience and the aging of receivables. As of March 31, 2020 that allowance for doubtful accounts was de minimis based on the Company’s historical experience of bad debts for receivables older than 90 days along with analysis of collections after the filing date, to incorporate any impacts from COVID-19. As of March 31, 2020 and December 31, 2019 the Company had $1.5 million and $1.9 million, respectively, of trade receivables.

As of March 31, 2020, and December 31, 2019, the Company had $3.3 million and $3.6 million, respectively, of receivables from related parties, primarily related to the 2019 AMA. 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 ~~INVENTORIES~~VENTURES AT FAIR VALUE

~~After impairments and write-offs,~~Based upon elections made at the date of investment, the Company reports the equity method investments in real estate ~~held~~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. Fair value of equity method investments are classified as Level 3 of the fair value hierarchy. As of March 31, 2020 and December 31, 2019, the Company had equity method investments in real estate ventures at fair value of $8.2 million and $8.4 million, respectively. The table below shows the movement in the Company’s investments in real estate ventures reported at fair value.

See Note 14 – Related Party Transactions for ~~development~~additional discussion of our investments in real estate ventures at fair value.

The Company has elected to account for the equity method investment in Investors X at fair value. Fair Value is determined using a discounted cash flow model based on expected future cash flows for income and ~~sale consists~~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. Changes in estimates, including as a result of the COVID-19 pandemic, can impact our Investors X fair value.

As of March 31, 2020 and December 31, 2019, the fair value of the Company’s investment in Investors X is $7.0 million and $7.2 million, respectively. The Company received distributions of $144 thousand during the three months ended March 31, 2020 and recognized a loss in fair value of $73 thousand.

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 March 31, 2020 and December 31, 2019, the fair value of the Company’s investment in the Hartford was $1.2 million. The fair value of the Hartford increased by $27 thousand. There were no distributions as of March 31, 2020.

On July 17, 2017, Comstock Environmental, an entity wholly owned by CDS Capital Management, L.C., a subsidiary of Comstock, 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 consulting and engineering services company.

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. 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.

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. During the three months ended March 31, 2020 we considered the impact of COVID-19 and the resulting economic impact a triggering event and performed a goodwill impairment review.

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. For the three months ended March 31, 2020 the Company determined that there is no impairment to goodwill. As of March 31, 2020 and December 31, 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 have an amortization period of four years. During the three months ended March 31, 2020, $17 thousand of intangible asset amortization was recorded in ‘General and administrative’ expense on the Consolidated Statements of Operations.

As of March 31, 2020, the future estimated amortization expense related to these intangible assets was:

On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases, later codified as Accounting Standards Codification ("ASC") 842 ("ASC 842"), using the modified retrospective method.

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 noncancelable 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 of 6.5%, at the time of adoption, was used to determine the present value of lease payments. The determination of the

Company’s incremental borrowing rate requires judgment. 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.

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 3 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.

As of March 31, 2020, operating lease payments include $108 thousand related to options to extend lease terms that are reasonably certain of being exercised. The Company does not have any lease liabilities which have not yet commenced as of March 31, 2020.

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 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.

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.

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.

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.

We provide environmental consulting and engineering 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 consulting and engineering services represent a series of performance obligations delivered over time and revenue is recognized over time.

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.

The following table presents the Company’s sales from contracts with customers disaggregated by categories which best represents how the nature, amount and timing and uncertainty of sales are affected by economic factors.

For the three months ended March 31, 2020 and 2019, $6.8 million and $4.9 million of our revenues were earned for contracts where revenue is recognized over time, respectively. For the three months ended March 31, 2020, $0.2 million of our revenues were earned for contracts where revenue is recognized at a point in time. For the three months ended March 31, 2019, no revenues were earned for contracts where revenue is recognized at a point in time.

~~Warranty reserves~~As of March 31, 2020, net maturities and/or curtailment obligations of all borrowings are as follows:

*The net maturities due during 2020 in the table above were paid in full on April 10, 2020. See note 19 – Subsequent Events for ~~units settled are established to cover potential costs for materials~~more information

As of March 31, 2020 and ~~labor with regard to warranty-type claims expected to arise during the typicalone-year~~ ~~warranty period provided by~~December 31, 2020, the Company ~~or within~~had one secured loan related to Comstock Environmental. The loan was used to finance the~~two-year~~ ~~statutorily mandated structural warranty period for condominiums. Because the Company typically subcontracts its homebuilding work, subcontractors are required to provide the Company~~ acquisition of Comstock Environmental, and carries a fixed interest rate of 6.5%, with a maturity date of October 17, 2022. At March 31, 2020 and December 31, 2019, this financing had an outstanding balance of $613 thousand and $667 thousand, respectively. Comstock Environmental had an additional secured loan with an ~~indemnity and a certificate~~outstanding balance of ~~insurance prior~~$27 thousand as of December 31, 2019 to ~~receiving payments for their work. Claims relating to workmanship and materials are generally~~fund the ~~primary responsibility~~purchase of the subcontractors and product manufacturers. The warranty reserve is established at the time of closing, and is calculated based upon historical warranty cost experience and current business factors. This reserve is an ~~estimate and actual warranty costs could vary from these estimates. Variables~~asset used in the calculation of the reserve, as well as the adequacy of the reserve based on the number of homes still under warranty, are reviewed on a periodic basis. Warranty claims are directly charged to this reserve as they arise.

~~The following table is a summary of warranty reserve activity which is included in ‘Accounts payable and accrued liabilities’ within the consolidated balance sheets:~~

~~Interest and real estate taxes incurred relating to the development of lots and parcels are capitalized to real estate inventories~~business. This loan was retired during the active development period, which generally commences when borrowings are used to acquire real estate assets and ends when the properties are substantially complete or the property becomes inactive. A project becomes inactive when development and construction activities have been suspended indefinitely. Interest is capitalized based on the interest rate applicable to specific borrowings or the weighted average of the rates applicable to other borrowings during the period. Interest and real estate taxes capitalized to real estate inventories are expensed as a component of cost of sales as related units are sold.

~~The following table is a summary of interest and real estate taxes incurred and capitalized and interest and real estate taxes expensed for units settled:~~

The amount of interest from entity level borrowings that we are able to capitalize in accordance with Accounting Standards Codification (“ASC”) 835 is dependent upon the average accumulated expenditures that exceed project specific borrowings. For the three and nine months ended September 30, 2017, the Company expensed $0 of interest from entity level borrowings. For the three and nine months ended September 30, 2016, the Company expensed $133 and $645, respectively, of interest from entity level borrowings.

Additionally, when a project becomes inactive or is not a qualifying entity, its interest, real estate taxes and indirect production overhead costs are no longer capitalized but rather expensed in the period they are incurred. For the three and nine months ended September 30, 2017, the Company expensed $16 of interest and real estate taxes. For the three and nine months ended September 30, 2016, the Company expensed $0 and $10 of interest and real estate taxes.

The weighted average shares and share equivalents used to calculate basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2017 and 2016 are presented in the accompanying consolidated statements of operations. Restricted stock awards, stock options and warrants are included in the diluted earnings (loss) per share calculation using the treasury stock method and average market prices during the periods, unless their inclusion would be anti-dilutive.

~~As a result of the net loss attributable to common stockholders for~~ the three months ended ~~September 30, 2017, approximately 23 restricted stock awards~~March 31, 2020. These financings are secured by the assets of Comstock Environmental and ~~15 warrants were included~~guaranteed by our Chief Executive Officer.

As of March 31, 2020 and December 31, 2019, the Company had one unsecured seller-financed promissory note with an outstanding balance of $595 thousand. This financing carries an annual interest rate of LIBOR plus 3% and has a maturity date of July 17, 2022. This loan has $50 thousand due on the third and fourth loan anniversary dates with the remainder due at maturity. At March 31, 2020 and December 31, 2019, the interest rate was 5.0% and 6.0%, respectively. In addition, during the three months ended March 31, 2020, the Company financed the Director’s and Officer’s insurance policy with a one year term loan. As of March 31, 2020 the balance on this loan was $54 thousand.

On October 17, 2014, the Company entered into an unsecured promissory note with CGF whereby CGF made a loan to the Company in the ~~computation~~initial principal amount of ~~dilutive loss per share. As~~$10.0 million and a ~~result~~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 Comstock Growth Fund promissory note. Concurrently, the face amount of the CGF Note was reduced to $5.7 million as of the

Effective Date. The loan bears interest at a fixed rate of 10% per annum. Interest payments are 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 ~~loss attributable to common stockholders~~of discounts, as of March 31, 2020 and December 31, 2019. The maturity date for the ~~nine~~CGF loan was April 16, 2020. The CGF loan was repaid prior to maturity. See Note 19 – SubsequentEvents for more information.

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 Ten Million Dollar ($10,000,000) 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 one percent (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 twelve (12) months ended September 30, 2017, approximately 29 restricted stock awards and 18 warrants were included in the computation of dilutive loss per share. For the three and nine months ended September 30, 2016, there were no anti-dilutive shares, therefore, no shares were excluded from the ~~computation~~initial date of ~~dilutive loss per share.~~

~~We operate our business through three segments: Homebuilding, Multi-family, and Real Estate Services. We are currently focused on~~ the ~~Washington, D.C. area market.~~

~~In our Homebuilding segment, we develop properties with~~disbursement unless a longer initial term is agreed to by CDS. On March 27, 2020 the ~~intent~~Company borrowed $5.5 million under the Revolver. The $5.5 million borrowed has a maturity date of April 30, 2023. On April 10, 2020, the capital provided to ~~sell asfee-simple~~ ~~properties or condominiums~~the Company by the Revolver was utilized to ~~individual buyers or to private or institutional investors. Ourfor-sale~~ ~~products are designed to attract first-time, earlymove-up,~~ ~~and secondarymove-up~~ ~~buyers. We focus on products that we are able to offer for sale in the middle price points within the markets where we operate, avoiding the verylow-end~~ ~~andhigh-end~~ ~~products.~~

In our Multi-family segment, we focus on projects ranging from approximately 75 to 200 units in locations that are supply constrained with demonstrated demand for stabilized assets. We seek opportunities in the multi-family rental market where our experience and core capabilities can be leveraged. We will either position the assets for sale when completed or operate the asset within our own portfolio as rental property. Operating the asset for our own account affords us the flexibilityretire all of ~~converting the units to condominiums in the future.~~

In our Real Estate Services segment, we pursue projects in all aspects of real estate management, including strategic planning, land development, entitlement, property management, sales and marketing, workout and turnaround strategies, financing and general construction. We are able to provide a wide range of construction management and general contracting services to other property owners. Our newly formed entity, JK, also provides real estate related environmental services.

~~The following table includes~~ the Company’s three reportable segments of Homebuilding, Multi-family, and Real Estate Services. The Homebuilding and Multi-family segments operate solely within the Company’s single Washington, D.C. area reportable geographic segment, while the Real Estate Services operates in the Washington, D.C., New Jersey, and Pennsylvania geographic segments.

~~The Company allocates sales, marketing and general and administrative expenses to the individual segments based upon specifically allocable costs.~~

~~7. INCOME TAX~~ten percent (10%) CGF loan. See Note 19 – Subsequent events for more information.

For the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2020 and 2019, the Company ~~recognized income tax expense~~made interest payments of ~~$29, and the effective tax rate is 1%. For~~$125 thousand.

During the three ~~and nine~~ months ended ~~September 30, 2016,~~March 31, 2020 and 2019, the Company ~~recognized income tax expense of $0 and $57, respectively, and~~did not make principal payments for the ~~effective tax rate was 2%.~~CGF loan or the Revolver.

The Company has not recorded any accruals related to uncertain tax positions as of September 30, 2017 and 2016. We file U.S. and state income tax returns in jurisdictions with varying statutes of limitations. The 2014 through 2016 tax years remain subject to examination by federal and most state tax authorities.

~~At September 30, 2017 and December 31, 2016, due to the uncertainties surrounding the realization of the deferred tax assets, the Company recorded a full valuation allowance.~~

The Company currently has approximately $139 million in federal and state Net Operating Losses (“NOLs”), which based on current statutory tax rates, have potential fair value of approximately $54 million in tax savings. 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 September 30, 2017, the cumulative shift in ownership of the Company’s stock would not cause an impairment 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 September 30, 2017, because of the Company’s full valuation allowance on its net deferred tax assets.

Currently, we are not subject to any material legal proceedings. From time to time, ~~however,~~ we are named as a defendant in legal actions arising from our normal business activities. Although we cannot accurately predict the amount of our liability, if any, that could arise with respect to legal actions pending against ~~us;~~us, we do not expect that any such liability will have a material adverse effect on our financial position, operating results and cash flows. We believe that we have obtained adequate insurance coverage, rights to indemnification, or where appropriate, have established appropriate reserves in connection with any such legal proceedings.

The Company has commitments as a result of contracts with certain third parties, primarily local governmental authorities, to meet certain performance criteria outlined in such contracts. The Company is required to issue letters of credit and performance bonds to these third parties as a way of ensuring that the commitments entered into are met. These letters of credit and performance bonds issued in favor of the Company and/or its subsidiaries mature on a revolving basis, and if called into default, would be deemed material if assessed against the Company and/or its subsidiaries for the full amounts claimed. In some circumstances, we have negotiated with our lenders in connection with foreclosure agreements for the lender to assume certain liabilities with respect to the letters of credit and performance bonds. We cannot accurately predict the amount of any liability that could be imposed upon the Company with respect to maturing or defaulted letters of credit or performance bonds. At September 30, 2017 and 2016, the Company had $1.1 million and $1.4 million in outstanding letters of credit, respectively. At September 30, 2017 and 2016, the Company had $4.0 million and $4.3 million in outstanding performance bonds, respectively. No amounts have been drawn against the outstanding letters of credit or performance bonds.

We are required to maintain compensating balances in escrow accounts as collateral for certain letters of credit, which are funded upon settlement and release of units. The cash contained within these escrow accounts is subject to withdrawal and usage restrictions. As of September 30, 2017 and December 31, 2016, we had approximately $0.9 million and $0.8 million, respectively, in these escrow accounts, which are included in ‘Restricted cash’ in the accompanying consolidated balance sheets.

~~The Company leases its corporate headquarters from an affiliated entity that is wholly-owned by our Chief Executive Officer. Future minimum lease payments under this lease are as follows:~~

For the three months ended September 30, 2017 and 2016, total payments made under this lease agreement were $52 and $84, respectively. For the nine months ended September 30, 2017 and 2016, total payments made under this lease agreement were $156 and $246, respectively.

On February 23, 2009, Comstock Homes of Washington, L.C., a wholly-owned subsidiary of the Company, entered into a Services Agreement with Comstock Asset Management, L.C., an entity wholly-owned by our Chief Executive Officer, to provide services related to real estate development and improvements, including legal, accounting, marketing, information technology and other additional support services. For the three months ended September 30, 2017 and 2016, the Company billed Comstock Asset Management, L.C. $269 and $222, respectively, for services and~~out-of-pocket~~ expenses. For the nine months ended September 30, 2017 and 2016, Comstock Asset Management, L.C. was billed $757 and $684, respectively. Revenues from this arrangement are included within ‘Revenue – other’ in the accompanying consolidated statements of operations. As of September 30, 2017 and December 31, 2016, the Company was owed $91 and $132, respectively, under this contract, which is included in ‘Trade receivables’ in the accompanying consolidated balance sheets.

On October 17, 2014, Comstock Growth Fund (“CGF”), an administrative entity managed by the Company, entered into a subscription agreement with Comstock Development Services, LC (“CDS”), an entity wholly-owned by our Chief Executive Officer, pursuant to which CDS purchased membership interests in CGF for a principal amount of $10 million. Other purchasers who purchased interests in the private placement included members of the Company’s management and board of directors and other third-party, accredited investors for an additional principal amount of $6.2 million (the “CGF Private Placement”).

Simultaneously, on October 17, 2014, the Company entered into an unsecured promissory note with CGF whereby CGF made a loan to the Company in the initial principal amount of $10 million and a maximum capacity of up to $20 million. On December 18, 2014, the loan agreement was amended and restated to provide for a maximum capacity of $25 million. All of the other terms of the unsecured promissory note remained the same. The Company borrowed an additional principal loan amount of $6.2 million under the amended and restated CGF promissory note bringing the total aggregate principal amount borrowed to $16.2 million. The CGF loan has a three year term carrying a floating interest rate of LIBOR plus 9.75% with a 10% floor. The loan requires an annual principal repayment in the amount of 10% of the average outstanding balance and a monthly interest payment that will be made in arrears. Purchasers other than CDS who purchased membership interests in CGF received warrants that represent the right to purchase an amount of shares of our Class A common stock, depending upon the investment amount. As of September 30, 2017, and December 31, 2016, there were 76 warrants issued in connection with the CGF Private Placement outstanding, representing the right to purchase shares of our Class A common stock having an aggregate fair value of $433, which was considered as a debt discount. The Company amortizes the debt discount over the three year term of the loan to interest expense. As of September 30, 2017, $11.6 million was outstanding in principal and accrued interest, net of discounts, on the CGF loan. For the three months ended September 30, 2017 and 2016, the Company made interest payments of $0.1 million and $0.4 million, respectively, on the CGF loan. For the nine months ended September 30, 2017 and 2016, the Company made interest payments on the CGF loan of $0.9 million and $1.2 million, respectively.

On December 18, 2014, CGF entered into amended and restated subscription agreements with CDS, members of the Company’s management and board of directors and the other third party accredited investors who participated in the CGF Private Placement (the “Amended CGF Private Placement”). Under the Amended CGF Private Placement, in addition to the warrants described above, the Company entered into a commitment to grant 226,857 shares of our Class A common stock to the purchasers in the Amended CGF Private Placement. On May 12, 2015, the Company issued 226,857~~un-registered~~ ~~shares of its Class A common stock to the purchasers in the Amended CGF Private Placement. The Amended CGF Private Placement was closed for additional investments on May 15, 2015.~~

On December 29, 2015, the Company and Stonehenge Funding, L.C. (“Stonehenge”), an entity wholly owned by our Chief Executive Officer, entered into a Note Exchange and Subscription Agreement pursuant to which the note in the original principal amount of $4.5 million issued to the Company by Stonehenge was cancelled in its entirety and exchanged for 772,210 shares of the Company’s Series B~~Non-Convertible~~ Preferred Stock, par value $0.01 per share and a stated value of $5.00 per share (the “Series B Preferred Stock”). The number of shares of Series B Preferred Stock received by Stonehenge in exchange for the note represented the principal amount outstanding plus accrued interest under the note as of December 29, 2015, which was $3.9 million. The holders of Series B Preferred Stock earn dividends at a rate of 8.75% per annum accruing from the effective date of the Note Exchange and Subscription Agreement.

On March 22, 2017, the Company entered into a Share Exchange Agreement with the holders of the Company’s Series B Preferred Stock pursuant to which the Company exchanged 772,210 shares of the Company’s Series B Preferred Stock for 772,210 shares of the Company’s newly created Series C~~Non-Convertible~~ Preferred Stock, par value $0.01 per share and a stated value of $5.00 per share. The Series C Preferred Stock has a discretionary dividend feature, as opposed to the mandatory dividend feature in the Series B Preferred Stock. The Series B Preferred Stock, together with all accrued dividends earned through the conversion date, was retired upon~~re-acquisition~~ and the fair value of the Series C Preferred Stock is recorded in ‘Stockholders’ equity’ in the accompanying consolidated balance sheets. The difference in fair value from the extinguishment of the Series B Preferred Stock and issuance of the Series C Preferred Stock of $1,011 was recorded in ‘Stockholders’ equity’ in the accompanying consolidated balance sheets. For the three and nine months ended September 30, 2016, 17,411 and 51,848 shares of the Series B Preferred Stock, respectively, with a liquidation value of $87 and $259, respectively, were paid~~in-kind~~ as dividends, and are included in ‘Stockholders’ equity’ in the accompanying consolidated balance sheets. For the nine months ended September 30, 2017, 15,663 shares of the Series B Preferred Stock with a liquidation value of $78 were paid~~in-kind~~ ~~as dividends and are included in ‘Stockholders’ equity’ in the accompanying consolidated balance sheets.~~

On March 24, 2017, the Company entered into a share repurchase agreement with Investor Management, L.C., an entity owned by Gregory V. Benson, the former Chief Operating Officer of the Company, whereby the Company agreed to repurchase 193,052 shares of the Series C Preferred Stock held by Investor Management, L.C. for $89. The Series C Preferred Stock acquisition closed on April 4, 2017, and the Series C Preferred Stock was retired.

On December 29, 2015, Comstock Growth Fund II, L.C. (“CGF II”), an administrative entity managed by the Company was created for the purpose of extending loans to the Company. CGF II entered into a subscription agreement with CDS pursuant to which CDS purchased membership interests in CGF II for an initial aggregate principal amount of $5.0 million (the “CGF II Private Placement”).

Simultaneously, on December 29, 2015, the Company and CGF II entered into an unsecured revolving line of credit promissory note in the initial principal amount of $5.0 million and a maximum amount available for borrowing of up to $10.0 million with a two year term, which may be extended an additional year. The interest rate is 10% per annum, and interest payments will be accrued and paid~~in-kind~~ monthly for the first year, and then paid current monthly in arrears beginning December 31, 2016. As of September 30, 2017 and December 31, 2016, $3.5 million and $3.3 million, respectively, was outstanding in principal and accrued interest on the CGF II loan.

See Note 11 to the consolidated financial statements for a description of the Comstock VIII and Comstock X Private Placements and Note 13 to the consolidated financial statements for a description of the CGF Private Placement and the CGF II Private Placement.

The Company originated a note receivable to a third party in the amount of $180 in September 2014. This note has a maturity date of September 2, 2019 and is payable in monthly installments of principal and interest of $3. This note bears a fixed interest rate of 6% per annum. As of September 30, 2017 and December 31, 2016, the outstanding balance of the note was $75 and $103, respectively, and is included within ‘Other assets’ in the accompanying consolidated balance sheets. The interest income of $1 and $2 for the three months ended September 30, 2017 and 2016, respectively, is included in ‘Other income, net’ in the consolidated statements of operations. The interest income of $4 and $6 for the nine months ended September 30, 2017 and 2016, respectively, is included in ‘Other income, net’ in the consolidated statement of operations.

Included within the Company’s real estate inventories at September 30, 2017 and December 31, 2016 are several projects that are determined to be variable interest entities (“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. The Company determined that it was the primary beneficiary of these VIEs as a result of its majority voting and complete operational control of the entities.

On August 23, 2012, the Company formed New Hampshire Ave. Ventures, LLC, a joint venture of its subsidiary, Comstock Ventures XVI, L.C., and 6000 New Hampshire Avenue, LLC, for the purpose of acquiring, developing and constructing a~~111-unit~~ project (the “NHA Project”) in Washington, D.C. The Company evaluated the joint venture and determined that the equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial support. The Company determined that it 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 obligation to absorb losses, or receive benefits. The Company contributed its ownership interest in Comstock Ventures XVI, L.C. to Comstock Investors VII, L.C. (“Comstock VII”) on March 13, 2013. During the nine months ended September 30, 2016, New Hampshire Ave. Ventures, LLC distributed $1.9 million to its~~non-controlling~~ ~~interest member, 6000 New Hampshire Avenue, LLC. No such distributions were made during the three and nine months ended September 30, 2017.~~

In December 2013, Comstock Investors VIII, L.C. (“Comstock VIII”) entered into subscription agreements with certain accredited investors (“Comstock VIII Class B Members”), pursuant to which Comstock VIII Class B Members purchased membership interests in Comstock VIII for an aggregate amount of $4.0 million (the “Comstock VIII Private Placement”). In connection with the Comstock VIII Private Placement, the Company issued 15 warrants for the purchase of shares of the Company’s Class A common stock to~~the non-affiliated~~ accredited investors, having an aggregate fair value of $131. Comstock VIII Class B Members included unrelated third-party accredited investors along with members of the Company’s board of directors and the Company’s former Chief Operating Officer and the former Chief Financial Officer. The Comstock VIII Class B Members are entitled to a cumulative, preferred return of 20% per annum, compounded annually on their capital account balances. The Company has the right to repurchase the interests of the Comstock VIII Class B Members at any time, provided that (i) all of the Comstock VIII Class B Members’ interests are acquired, (ii) the purchase is made in cash and (iii) the purchase price equals the Comstock VIII Class B Members’ capital accounts plus an amount necessary to cause the preferred return to equal a cumulative cash on cash return equal to 20% per annum. The proceeds from the Comstock VIII Private Placement have been used for the construction of the following projects: The Townes at HallCrest in Sterling, Virginia consisting of 42 townhome units, and Townes at Maxwell Square Condominium in Frederick, Maryland consisting of 45 townhome condominium units (collectively, the “Investor VIII Projects”). Proceeds of the Comstock VIII Private Placement were utilized to provide capital needed to complete the Investor VIII Projects in conjunction with project financing for the Investor VIII Projects, to reimburse the Company for prior expenditures incurred on behalf of the Investor VIII Projects, and for general corporate purposes of the Company. The Company evaluated Comstock VIII 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 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 accordingly, the Company consolidates this entity. In January 2017, the Company fully redeemed the remaining equity interest of Class B Members in Comstock VIII after paying $1.9 million in distributions. During the nine months ended September 30, 2016, the Company paid distributions in the amount of $2.5 million to its~~non-controlling~~ ~~interest member.~~

In June 2015, Comstock Investors IX, L.C. (“Comstock IX”) entered into subscription agreements with third-party accredited investors (“Comstock IX Class B Members”), pursuant to which Comstock IX Class B Members purchased membership interests in Comstock IX for an aggregate amount of $2.5 million (the “Comstock IX Private Placement”). The Comstock IX Class B Members are entitled to a cumulative, preferred return of 20% per annum, compounded annually on their capital account balances. The Company has the right to repurchase the interests of the Comstock IX Class B Members at any time, provided that (i) all of the Comstock IX Class B Members’ interests are acquired, (ii) the purchase is made in cash and (iii) the purchase price equals the Comstock IX Class B Members’ capital accounts plus any amount necessary to cause the preferred return to equal a cumulative cash on cash return equal to 20% per annum. The proceeds from the Comstock IX Private Placement have been utilized (A) for the current construction of the Marrwood East project of 35 single family homes in Loudoun County Virginia, (B) to reimburse the Company for prior expenditures incurred on behalf of the Marrwood East project and (C) for general corporate purposes of the Company. The Company evaluated Comstock IX 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 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. Accordingly, the Company consolidates this entity. During the three and nine months ended September 30, 2017, the Company paid distributions in the amount of $0.2 million to its~~non-controlling~~ interest member. No distributions were made in 2016. Subsequent to quarter end, in October 2017, the Company paid $3.3 million, fully redeeming the remaining equity interest of the Comstock IX Class B Member. Refer to Note 17 for further discussion of this subsequent event.

In August 2016, Comstock Investors X, L.C. (“Comstock X”) entered into a subscription agreement with an accredited investor (“Comstock X Class B Member”), pursuant to which the Comstock X Class B Member purchased membership interests in Comstock X for an initial amount of $5.0 million, which is part of an aggregate capital raise of $14.5 million (the “Comstock X Private Placement”). The Comstock X Class B Member is Comstock Development Services, LC (“CDS”), an entity wholly owned by Christopher Clemente, our Chief Executive Officer. In October 2016, the Comstock X Class B Member purchased additional interests in the Comstock X Private Placement in an amount of $9.5 million resulting in an aggregate subscription amount of $14.5 million. In connection with the Comstock X Private Placement, the Company issued a total of 150 warrants for the purchase of shares of the Company’s Class A common stock, having an aggregate fair value of $258. The Comstock X Member is entitled to a cumulative, preferred return of 6% per annum, compounded annually on the capital account balance. The Company has the right to repurchase the interest of the Comstock X Class B Member at any time, provided that (i) all of the Comstock X Class B Members’ interest is acquired, (ii) the purchase is made in cash and (iii) the purchase price equals the Comstock X Class B Members’ capital account plus accrued priority return. Proceeds of the Comstock X Private Placement are being utilized (A) to provide capital needed to complete the projects known as The Townes at Totten Mews, consisting of 40 townhomes in Washington, D.C., and The Towns at 1333, consisting of 18 townhomes in the City of Alexandria, Virginia (collectively, the “Investor X Projects”), (B) to reimburse the Company for prior expenditures incurred on behalf of the Investor X Projects, and (C) for general corporate purposes of the Company. The Company evaluated Comstock 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. Accordingly, the Company consolidates this entity. On June 14, 2017, the Comstock X Private Placement was amended to provide for the first $1.0 million of profit earned to be allocated first to the Company. During the nine months ended September 30, 2017, the Company paid distributions of $1.0 million to its~~non-controlling~~ interest member. No distributions were made in 2016. Subsequent to quarter end, in October 2017, the Operating Agreement for Investor X was amended to increase the maximum capital raise to $19.5 million. The Company raised an additional $5.0 million through the Investor X entity. Refer to Note 17 for further discussion of this subsequent event.

~~The distributions to and contributions from the VIEs discussed above are included within the‘Non-controlling~~ ~~interest’ in the consolidated balance sheets for the periods presented.~~

At September 30, 2017 and December 31, 2016, total assets of these VIEs were approximately $31.5 million and $38.1 million, respectively, and total liabilities were approximately $17.3 million and $18.5 million, respectively. The classification of these assets is primarily within ‘Real estate inventories’ and the classification of liabilities are primarily within ‘Accounts payable and accrued liabilities’ and ‘Notes payable – secured by real estate inventories’ in the accompanying consolidated balance sheets.

The Company accounts for its interest in its title insurance joint venture using the equity method of accounting and periodically adjusts the carrying value for its proportionate share of earnings, losses and distributions. The carrying value of the investment is included within ‘Other assets’ in the accompanying consolidated balance sheets and our proportionate share of the earnings from the investment are included in ‘Other income, net’ in the accompanying consolidated statements of operations for the periods presented. Our share of the earnings for the three and nine months ended September 30, 2017, are $23 and $47, respectively. During the three and nine months ended September 30, 2016, our share of earnings from this joint venture was $34 and $50, respectively. During the nine months ended September 30, 2017 and 2016, the Company collected total distributions of $62 and $75, respectively, as a return on investment.

~~Summarized financial information for the unconsolidated joint venture is as follows:~~

~~As of September 30, 2017, maturities and/or curtailment obligations of all borrowings are as follows:~~

As of September 30, 2017, the Company had $22.7 million of its credit facilities and project related loans scheduled to mature during the remainder of 2017, and we are in active discussions with our lenders seeking long-term extensions.

The Company enters into secured acquisition and development loan agreements from time to time to purchase and develop land parcels. In addition, the Company enters into secured construction loan agreements for the construction of its real estate inventories. The loans are repaid with proceeds from home closings based upon a specific release price, as defined in each respective loan agreement.

As of September 30, 2017, and December 31, 2016, the Company had secured construction revolving credit facilities with a maximum loan commitment of $24.8 million and $26.6 million, respectively. The Company may borrow under these facilities to fund its home building activities. The amount the Company may borrow is subject to applicable borrowing base provisions and the number of units under construction, which may also limit the amount available or outstanding under the facilities. The facilities are secured by deeds of trust on the real property and improvements thereon, and the borrowings are repaid with the net proceeds from the closings of homes sold, subject to a minimum release price. As of September 30, 2017, and December 31, 2016, the Company had approximately $16.5 million and $20.2 million, respectively, of unused construction loan commitments. The Company had $8.3 million and $6.4 million of outstanding construction borrowings as of September 30, 2017 and December 31, 2016, respectively. Interest rates charged under these facilities include the London Interbank Offered Rate (“LIBOR”) and prime rate pricing options, subject to minimum interest rate floors. At September 30, 2017 and December 31, 2016, the weighted average interest rate on the Company’s outstanding construction revolving facilities was 4.8% and 4.6% per annum, respectively. The construction credit facilities have maturity dates ranging from October 2017 to March 2019, including extensions subject to the Company meeting certain conditions. Subsequent to September 30, 2017, $0.5 million of the outstanding construction revolving credit facilities matured. We are in active discussions with the lender to secure an extension on this borrowing.

As of September 30, 2017, and December 31, 2016, the Company had approximately $28.5 million and $27.8 million, respectively, of aggregate acquisition and development maximum loan commitments of which $14.7 million and $16.3 million, respectively, were outstanding. These loans have maturity dates ranging from November 2017 to March 2019, including extensions subject to certain conditions, and bear interest at a rate based on LIBOR and prime rate pricing options, with interest rate floors ranging from 4.75% to 12.0% per annum. As of September 30, 2017, and December 31, 2016, the weighted average interest rate was 6.5% and 5.2% per annum, respectively.

As of September 30, 2017, the Company had one mezzanine loan that is being used to finance the development of the Momentum | Shady Grove project. The maximum principal commitment amount of this loan was $1.1 million, of which $1.2 million and $1.4 million of principal and accrued interest was outstanding at September 30, 2017 and December 31, 2016, respectively. This financing carries an annual interest rate of 12% of which 6% is paid on a monthly basis with the remaining 6% being accrued and paid at maturity. This financing has a maturity date of December 31, 2017 and is guaranteed by the Company and our Chief Executive Officer.

At September 30, 2017 and December 31, 2016, the Company had a secured revolving line of credit with a maximum capacity of $3.0 million, of which $2.1 million and $2.9 million, respectively, were outstanding at September 30, 2017 and December 31, 2016. This line of credit is secured by the first priority security interest in the Company’s wholly owned subsidiaries’ in the Washington, D.C. metropolitan area and guaranteed by our Chief Executive Officer. The Company uses this line of credit to finance the predevelopment related expenses and deposits for current and future projects and bears a variable interest rate tied to a~~one-month~~ LIBOR plus 3.25% per annum, with an interest rate floor of 5.0%. This line of credit calls for the Company to adhere to financial covenants, as defined in the loan agreement such as, minimum net worth and minimum liquidity, measured quarterly and minimum EBITDA measured on an annual basis and matures on December 31, 2017. The Company obtained a waiver from the financial institution for not meeting the minimum liquidity measure as of September 30, 2017, but it was in compliance with the minimum net worth requirement as dictated by the line of credit agreement as of September 30, 2017.

As of September 30, 2017, the Company had one secured loan related to the newly created entity, JK, with an outstanding balance of $1.1 million. This financing carries a fixed interest rate of 6.0%, and has a maturity date of October 17, 2022. This financing is secured by the assets of JK and is guaranteed by our Chief Executive Officer.

~~As of September 30, 2017, and December 31, 2016, the Company had $0.7 million and $1.0 million, respectively, in outstanding balances under a10-year~~ unsecured note with a bank. Interest is charged on this financing on an annual basis at the Overnight LIBOR rate plus 2.2%. At September 30, 2017 and December 31, 2016, the interest rate was 3.4% and 2.9% per annum, respectively. The maturity date of this financing is December 28, 2018. The Company is required to make monthly principal and interest payments through maturity.

As of September 30, 2017, the Company had two unsecured seller-financed promissory notes with outstanding balances totaling $0.7 million. The first note, in the amount of $0.1 million, carries an annual interest rate of the prime rate plus 5%. This financing has a maturity date of February 27, 2020, and is guaranteed by our Chief Executive Officer. As of September 30, 2017, the interest rate was 9.3%. The second note, resulting from the newly created entity, JK, on July 17, 2017, has an outstanding balance of $0.6 million as of September 30, 2017. This financing carries an annual interest rate of LIBOR plus 3% and has a maturity date of July 17, 2022. See Note 16 for further discussion of the business acquisition.

On October 17, 2014, CGF entered into a subscription agreement with CDS, pursuant to which CDS purchased membership interests in CGF for a principal amount of $10.0 million (the “CGF Private Placement”). Other investors who subsequently purchased interests in the CGF Private Placement included members of the Company’s management and board of directors and other third party accredited investors for an additional principal amount of $6.2 million.

On October 17, 2014, the Company entered into an unsecured promissory note with 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 (the “Original Promissory Note”). On December 18, 2014, the loan agreement was amended and restated to provide for a maximum capacity of $25 million. The loan bears interest at a floating rate based on the 30 day LIBOR plus 9.75% per annum with a 10% floor per annum. Interest payments will be made monthly in arrears. There is a principal curtailment requirement of 10% annually based on the average outstanding balance for the prior year. The loan will be used by the Company (i) to finance the Company’s current and future development pipeline, (ii) to repay all or a portion of the Company’s prior private placements, (iii) to repay all or a portion of the Company’s project mezzanine loans, and (iv) for general corporate purposes. The Company is the administrative manager of CGF but does not own any membership interests. The Company had approximately $11.6 million and $11.3 million of outstanding borrowings under the CGF loan, net of discounts, as of September 30, 2017 and December 31, 2016, respectively. As of September 30, 2017 and December 31, 2016, the interest rate was 11.0% and 10.4% per annum, respectively. For the three months ended September 30, 2017 and 2016, the Company made interest payments of $0.1 million and $0.4 million, respectively. For the nine months ended September 30, 2017 and 2016, the Company made interest payments of $0.9 million and $1.2 million, respectively. During the nine months ended September 30, 2017 and 2016, the Company made principal payments to CGF of $1.5 million and $1.6 million, respectively. Subsequent to the September 30, 2017 quarter end, the Company extended the CGF loan to April 16, 2018.

On December 29, 2015, the Company entered into a revolving line of credit promissory note with CGF II whereby CGF II made a loan to the Company in the initial principal amount of $5.0 million and a maximum amount available for borrowing of up to $10.0 million with a two year term, which may be extended an additional year. The interest rate is 10% per annum, and interest payments will be accrued and paid in kind monthly for the first year, and then paid current monthly in arrears beginning December 31, 2016. The funds obtained from the loan are being used by the Company (i) to capitalize the Company’s current and future development pipeline, (ii) to repay all or a portion of the Company’s prior private placements, and (iii) for general corporate purposes. As of September 30, 2017 and December 31, 2016, $3.5 million and $3.3 million, respectively, was outstanding in principal and accrued interest under the CGF II loan.

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 market rates (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 carrying amount and the corresponding fair value of fixed and floating rate ~~debt:~~debt.

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 could significantly affect the estimates.

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.

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 March 31, 2020 and December 31, 2019, investments in the real estate ventures at fair value was approximately $8.2 million and $8.4 million, respectively.

The Company may also value itsnon-financial assets and liabilities, including items such as ~~real estate inventories and long lived~~long-lived assets, at fair value on anon-recurring basis if it is determined that impairment has occurred. Such fair value measurements use significant unobservable inputs and are classified as Level 3.

~~The Company did not issue restricted stock awards during~~During the three months ended ~~September 30, 2017. During the nine months ended September 30, 2017,~~March 31, 2020, the Company issued ~~192 thousand~~no stock options and ~~245 thousand~~630,352 restricted stock awards to employees. NoDuring the three months ended March 31, 2019, the Company issued 94,431 stock options orand 57,788 restricted stock awards ~~were issued during the three and nine months ended September 30, 2016.~~to employees.

Stock-based compensation expense associated with restricted stock and stock options is recognized based on the grant date fair value of the award over its vesting period. The following table reflects the ~~consolidated balance sheets and~~ statements of operations line items for stock-based compensation for the periods presented:

Under net settlement procedures currently applicable to our outstanding restricted stock awards for employees, upon each settlement date and election by the employees, restricted stock awards are withheld to cover the required withholding tax, which is based on the value of the restricted stock award on the settlement date as determined by the closing price of our Class A common stock on the trading day immediately preceding the applicable settlement date. The remaining amounts are delivered to the recipient as shares of our Class A common stock.

As of ~~September 30, 2017,~~March 31, 2020, the weighted-average remaining contractual term of unexercised stock options was 78 years. As of ~~September 30, 2017~~March 31, 2020, and December 31, ~~2016,~~2019, there was ~~$0.6~~$1.8 million and ~~$0.1~~$0.6 million, respectively, of unrecognized compensation cost related to stock ~~grants.~~options and restricted stock awards.

~~16. BUSINESS ACQUISITION~~The Company intends to issue new shares of its common stock upon vesting of restricted stock grants or the exercise of stock options.

The weighted average shares and share equivalents used to calculate basic and diluted (loss) income from continuing operations for the three months ended March 13, 2020 and 2019, and discontinued operations per share for the three months ended March 31, 2019, are presented in the accompanying consolidated statements of operations. Restricted stock awards, stock options and warrants for the three months ended March 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 three months ended March 31, 2020 and 2019 as their inclusion would be anti-dilutive.

The following share equivalents have been excluded from the discontinued operations dilutive share computation for the three months ended March 31, 2019 as their inclusion would be anti-dilutive.

Included within the Company’s assets of discontinued operations are real estate entities at December 31, 2018 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. 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.

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”), the Company determined that Investors X was 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 ~~17, 2017, JK Environmental Services, LLC,~~23, 2019, the Investors X operating agreement was amended to clarify certain definitions resulting in Investors X no longer being considered a VIE of the Company. Therefore, the assets and liabilities of Investors X were deconsolidated effective July 23, 2019 in the Consolidated Balance Sheets of the Company.

The Company has a lease for its corporate headquarters from an affiliate wholly-owned by our CEO. Future minimum lease payments under this lease, which expires on September 30, 2020, are $277 thousand.

For each of the three months ended March 31, 2020 and 2019 total rental payments made were $142 thousand and $138 thousand, respectively.

On March 30, 2018, CDS Asset Management, L.C. (“~~JK”~~CAM”), an entity wholly owned by the Company, entered into a master asset management agreement (the “AMA”) with CDS. The effective date of this Agreement is January 2, 2018. Pursuant to the AMA, CDS ~~Capital Management, L.C., a~~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. 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 Comstock ~~purchased~~Real Estate 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 $1,000,000.

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 2019 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 $1,000,000.

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 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 2019 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.

In December 2017 and January 2018, the Company entered into separate residential property management agreements with two 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.

During the period of May through and including December 2019, 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 (1) year initial terms with successive, automatic one (1) 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.

On January 1, 2019, the Company entered into a construction management agreement for two 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 one percent (1%) to four percent (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.

On April 30, 2019, CAM entered into a Business Management Agreement (the “Management Agreement”) 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 $937,500, payable in fifteen quarterly installments of $62,500 each.

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 initial investment related to the purchase of the Hartford is $1.2 million.

In conjunction with the investment, the Company entered into an operating agreement (“Original Operating Agreement”) with Partners to form Comstock 3101 Wilson, LC (the “Hartford Owner”), to purchase the Hartford. Pursuant to the Original Operating Agreement, the Company holds a minority membership interest in the Hartford Owner and the remaining membership interests of the Hartford Owner is held by Partners, who is further the Manager of the Hartford Owner. 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 management of the Property pursuant to separate agreements between the Hartford Owner, 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 2.5%.

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 Ten Million Dollar ($10,000,000) 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 one percent (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 twelve (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 ~~business assets of Monridge Environmental, LLC~~Company’s ten percent (10%) corporate indebtedness maturing in 2020 owed to Comstock Growth Fund, L.C.

See Note 8 to the consolidated financial statements for ~~$2.3 million. The acquisition was consummated as part~~further description of the ~~Company’s efforts to expand~~CGF Private Placement and the Revolver.

The Company accounts for its ~~footprint~~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 $14 thousand and $74 as of March 31, 2020 and 2019, respectively, and is included within ‘Prepaid and other assets, net’ in the accompanying Consolidated Balance Sheets. The Company’s share of (loss) earnings for the three months ended March 31, 2020 and 2019, from this unconsolidated joint venture of $(3) thousand and $57 thousand, respectively, is included in ‘Other income, net’ in the accompanying Consolidated Statement of Operations. During the three months ended March 31, 2020 and 2019, the Company collected and recorded distributions of $108 thousand and $58 thousand, respectively, from this joint venture as a return on investment.

Summarized financial information for the unconsolidated joint venture is as follows:

For the three months ended March 31, 2020, the Company recognized deferred income tax expense of $1 thousand. For the three months ended March 31, 2019, the Company recognized no deferred income tax expense from continuing operations due to the valuation allowance and recognized a deferred income tax expense of $3 thousand from discontinued operations. The effective tax rate for the three months ended March 31, 2020 and 2019 is (5.12)% and (0.85)%, respectively.

The Company currently has approximately $145 million in federal and state NOLs. If unused, these NOLs will begin expiring in 2027. Under Code Section 382 (“Section 382”) rules, if a change in ownership is triggered, the Company’s NOL assets and possibly certain other deferred tax assets may be impaired.

The Company assesses uncertain tax positions in accordance with ASC 740-10, Accounting for Uncertainties in Income Taxes. The Company has not recorded any accruals related to uncertain tax positions as of March 31, 2020 and 2019. We file U.S. and state income tax returns in jurisdictions with varying statutes of limitations. The 2016 through 2019 tax years remain subject to examination by federal and most state tax authorities.

Subsequent to July 23, 2019 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 assets 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 within the states of Maryland and Virginia.

In our Real Estate Services segment, our experienced real estate services-based management team provides a wide range of real estate services ~~market. JK has its principal office located~~ in ~~Conshohocken, Pennsylvania,~~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 provide 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 ~~Maryland, Pennsylvania, New Jersey,~~the Mid-Atlantic Region.

The following table includes the Company’s two reportable segments of Asset Management and ~~Delaware. JK operates~~Real Estate Services, excluding discontinued operations, for the three months ended March 31, 2020 and 2019.

On April 30, 2019, the Company entered into a Master Transfer Agreement (the “MTA”) with Comstock Development Services, LC (“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 13 – Consolidation of Variable Interest Entities for further discussion regarding the accounting related to discontinued operations.

The Company did not carry any assets or liabilities from discontinued operations on the Balance Sheet as ~~an environmental services company, providing consulting, remediation,~~of March 31, 2020 and ~~other environmental services. JK’s~~December 31, 2019.

The operating results of the discontinued operations ~~since~~that are reflected on the ~~date of acquisition are included in the Company’s~~ consolidated statement of operations within the net income (loss) from discontinued operations are as follows:

On March 27, 2020, President Trump signed into law the CARES Act which, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. It also appropriated funds for PPP loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19.

On April 20, 2020, the Company received PPP loan proceeds of approximately $1.95 million. The PPP loan and accrued interest are forgivable after eight weeks so long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels in accordance with the Cares Act.

The receipt of these funds, and the forgiveness of the loan attendant to these funds, is dependent on the Company having initially qualified for the ~~three~~loan and ~~nine months ended September 30, 2017.~~

~~Based on an evaluation~~qualifying for the forgiveness of ~~the provisions of Accounting Standards Codification Topic 805,~~~~Business Combinations~~~~, (“ASC 805”), JK Environmental Services, LLC was determined to be the acquirer for accounting purposes. The table below summarizes the provisional purchase price allocation~~such loan based on the ~~estimated fair value~~Company’s future adherence to the forgiveness criteria. The term of ~~net assets acquired assumed at~~the Company’s PPP loan, if not forgiven, is two years. The annual interest rate on the Note is 1% and no payments of principal or interest are due during the six-month period beginning on the date of ~~acquisition.~~the Note. The ~~purchase price allocation is provisional pending completion~~Note remains subject to any new guidance and new requirements released by the Department of the ~~fair value analysis~~Treasury, the latest such guidance being issued on May 13, 2020, including its safe harbor provision for loans under $2 million as described in FAQ 46.

We continue to examine the impact that the CARES Act may have on our business. Currently, we are unable to determine the impact that the CARES Act will have on our financial condition, results of ~~the acquired assets and liabilities assumed:~~operations, or liquidity.

On October 10, 2017, the Company extended its note payable with Comstock Growth Fund I. This loan had an initial maturity date of October 17, 2017 and the extension provides for a maturity date of April 16, 2018. As of September 30, 2017, the Company had $11.6 million of outstanding principal and interest, net of discounts under this facility.

On October 13, 2017, Comstock Investors X, L.C. amended its Operating Agreement to increase the amount of the aggregate capital raise to $19.5 million. On October 19, 2017, Comstock Investors X received proceeds of $5.0 million under the amended Operating Agreement to be used for the planned construction of the Company’s Totten Mews, Towns at 1333, Richmond Station, and Marrwood East projects. As part of this private placement, 50,000 warrants were issued for the purchase of Class A Common Stock at a strike price of $1.73 per share.

~~On October 16, 2017, the Company redeemed the remaining equity interest of the Comstock IX Class B Members by paying $3.3 million, representing final priority returns and capital return.~~

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this report. This discussion and analysis contains forward-looking statements that involve risks and uncertainties. Please see “Cautionary Notes Regarding Forward-looking Statements” for more information. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors including, but not limited to, those discussed below and elsewhere in this report, particularly under the headings “Cautionary Notes Regarding Forward-looking Statements.” References to dollar amounts are in thousands except per share data, or as otherwise noted.

This report includes forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “estimate,” “may,” “likely,” “intend,” “expect,” “will,” “should,” “seeks” or other similar words or expressions. Forward-looking statements are based largely on our expectations and involve inherent risks and uncertainties, many of which are beyond our control. You should not place undue reliance on any forward-looking statement, which speaks only as of the date made. Some factors which may affect the accuracy of the forward-looking statements apply generally to the real estate industry, while other factors apply specifically to us. Any number of important factors could cause actual results to differ materially from those in the forward-looking statements including, without limitation: general economic and market conditions, including interest rate levels; our ability to service our debt; inherent risks in investment in real estate; our ability to compete in the markets in which we operate; economic risks in the markets in which we operate, including actions related to government spending; delays in governmental approvals and/or land development activity at our projects; regulatory actions; our ability to maintain compliance with stock market listing rules and standards; fluctuations in operating results; our anticipated growth strategies; shortages and increased costs of labor or building materials; ~~the availability and cost of land in desirable areas;~~ natural disasters; our ability to raise debt and equity capital and grow our operations on a profitable basis; and our continuing relationships with affiliates. ~~Additional information concerning~~

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.

At this time, we cannot foresee whether the outbreak of COVID-19 will be effectively contained, nor can we predict the severity and duration of its impact. If the outbreak of COVID-19 is not effectively and timely controlled, our business operations and financial condition may be materially and adversely affected as a result of the deteriorating market outlook for the segments and the markets in which we operate, the slowdown in regional and national economic growth, weakened liquidity and financial condition of our customers or other factors that we cannot foresee. Some of the uncertainties related to the Company’s operations that are directly related to COVID-19 include, but are not limited to, the severity of the virus, the duration of the outbreak, governmental, business or other actions and their impacts on the Company and our clients, along with short and long term effects of consumer demand that may affect our clients financial position and consequently necessitate changes to our operations. As discussed in Note 14, the Company derives a substantial portion of its revenues from various related party entities associated with real estate properties. Any of these factors and other ~~important risk~~factors beyond our control could have an adverse effect on the overall business environment and ~~uncertainties can~~cause our business to suffer in ways that we cannot predict at this time and that may materially and adversely impact our business, financial condition and results of operations. 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 investment in Investors X, results of operations, financial condition and liquidity could be ~~found under the heading “Risk Factors” in our Annual Report on Form10-K~~ ~~for the fiscal year ended December 31, 2016.~~ adversely impacted.

Our actual results could differ materially from these projected or suggested by the forward-looking statements. The Company undertakes no obligation to update publicly or revise any forward-looking statements in light of new information or future events, except as required by law.

We make available, free of charge, on our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as soon as reasonably practicable after these forms are filed with, or

furnished to, the SEC. The information on or accessible through our website, www.comstockcompanies.com, is not incorporated by reference into this Quarterly Report on Form 10-Q.

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 ~~are~~provide a ~~multi-faceted~~broad range of real estate asset management services, including development, construction management, leasing and property management services, to owners of real estate properties that we manage. We 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, 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 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 MidAtlantic Region. In addition, the Company expects to generate revenue from co-investments with our partners in certain property acquisitions and from performance-based incentive compensation from certain assets in our managed portfolio. The Company can earn these incentive-based fees upon the occurrence of certain transaction-related events or when the performance of the subject properties meets defined performance metrics.

The services we provide pursuant to the asset management agreements covering our AUM properties vary by property, 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 of the properties included in our managed portfolio are covered by full-service asset management agreements encompassing substantially all aspects of development, construction, and operations management relating to the subject properties. A limited number of properties in our managed portfolio are covered by service-specific asset management contracts that focus our services ~~company.~~on defined critical elements of operations, such as marketing, leasing, and construction management, where the property owner continues to manage other operating functions. The full-service asset management agreement for our Anchor Portfolio as defined below is a long-term contract with an original term of 10 years that provides for significant payments to Comstock in the case of early termination by the asset owner. The asset management agreement for the Hartford Building acquired in December 2019 as described below, the Company’s initial co-investment asset, is medium term in duration, and the duration of co-investment asset management agreements generally are expected to align with the duration of the applicable co-investment business plan. 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. Our limited-service asset management agreements generally are anticipated to be short term in nature and do not include material early termination penalties. Presently, there are only one co-investment management agreement and one limited-service management agreement in place in addition to the management agreements covering our Anchor Portfolio.

Anchoring the Company’s asset management services platform is a long-term full service asset management agreement (the “2019 AMA”) with an affiliate of 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 nearly five 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 provides the Company fee based revenue based on a general formula charging the greater of (i) the defined operating costs of the Company plus a base fee of $1,000,000 per annum and various supplemental fees, or (ii) market rate fees delineated in the 2019 AMA.

Reston Station - Strategically located mid-way between Tysons Corner and Dulles International Airport, Reston Station is among the largest mixed use, transit-oriented developments in the Washington, DC area. Located at the terminus of Phase I of Metro’s Silver Line and encompassing nearly 40 acres spanning the Dulles Toll Road and surrounding Reston’s first Metro Station, Reston Station is already home to more than 1,000 residents and numerous businesses, including multiple retail establishments and popular restaurants. With more than one million square feet of completed and stabilized buildings, approximately four million square feet of additional development in various stages of entitlement, development and construction, and a 3,500-space underground parking garage

and bus transit facility adjacent to the Wiehle-Reston-East Metro Station, the Reston Station neighborhood is leading the urban transformation of the Dulles Corridor.

Loudoun Station - Located at the terminus station on Metro’s Silver Line, minutes from Dulles International Airport, Loudoun Station represents Loudoun County’s first (and currently its only) Metro-connected development. Loudoun Station has approximately 600,000 square feet of mixed-use development completed, including hundreds of rental apartments, approximately 125,000 square feet of retail, restaurants, and entertainment venues, 50,000 square feet of Class A office, and a 1,500+ space commuter parking garage. Approximately two million square feet of additional development is slated for Loudoun Station. Located adjacent to Metro’s Ashburn Station, the Loudoun Station neighborhood represents Loudoun County’s beginning transformation into a transit connected community with direct connectivity to Dulles International Airport, Reston, Tysons Corner and downtown Washington, DC.

In early 2018, the Company transitioned our business strategy and operating platform from being focused on the development and sale of residential homes to our current fee-based services model focused on commercial and mixed-use real estate primarily in the greater Washington, D.C. region. We ~~have~~generate base fees, incentive 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 ~~with building~~in entitling, designing, developing, and managing a diverse range of ~~products, including multi-family homes, single-family homes, townhouses,mid-rise~~ ~~condominiums, high-rise multi-family condominiums andmixed-use~~ ~~(residential and commercial) developments. We operate~~properties. While our Anchor Portfolio, concentrated primarily along the rapidly growing Dulles Corridor in Northern Virginia, provides a stable cost-plus fee structure foundation under the 2019 AMA, our business strategy includes expanding our total AUM by identifying high-quality office, retail, residential and mixed-use properties in the greater Washington, D.C. region and identifying institutional real estate investors that seek investment opportunities in such real estate assets while lacking the operational or local expertise needed to manage such properties. This approach enables the Company to generate earnings through ~~three segments: Homebuilding, Multi-family,~~the management of the Anchor Portfolio and provides the opportunity to increase earnings through the expansion of our managed portfolio of properties through additional acquisitions and related management agreements. Our acquisition strategy is currently focused on value-add, core, and core-plus opportunities and other opportunistic asset acquisitions. In addition to our asset management services, we provide a suite of real estate-related services to our managed real estate portfolio and to additional third-party clients, and we may seek to expand the services we offer through organic growth.

We believe that we have several strengths that distinguish our new business focus and strategy:

Effective January 1, 2019, the Company entered into an Amended and Restated Master Asset Management Agreement with Comstock Development Services, LC (“CDS”), an entity owned and controlled by the Company’s Chief Executive Officer, which provides the Company significant fees for services related to the development, marketing, and operations of the Anchor Portfolio of commercial and residential mixed-use real estate owned by CDS affiliates. The 2019 AMA covers two large-scale, transit-oriented, mixed-use developments in the Dulles Corridor: Reston Station and Loudoun Station, Virginia, as well as a mixed-use development asset located in Herndon, Virginia and other properties designated pursuant thereto from time to time. Separately, the Company also is party to fee-based management services arrangements with unrelated third parties, covering properties in Tysons Corner, Virginia and Rockville, Maryland.

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 (collectively, the “Market Rate Fee”); 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 2019 AMA, (y) the costs and expenses of the Company related to maintaining the public listing of its shares and complying with related regulator and reporting obligations, and (z) a fixed annual payment of $1,000,000 (collectively the “Cost Plus Fee”). The Company believes that the Cost-Plus Fee feature of the 2019 AMA provides a stable foundation of revenue to enable the Company to further expand its asset management business and AUM.

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 CDS invested capital (the “Incentive Fee”); (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 is a long-term agreement, with an initial term until December 31, 2027 (“Initial Term”), and will automatically renew for successive additional one-year terms (each, an “Extension Term”) unless CDS delivers written notice of non-renewal of the 2019 AMA at least 180 days prior to the termination date of the Initial Term or any Extension Term. For a period of twenty-four months after the April 30, 2019 effective date of the 2019 AMA, CDS is entitled to terminate the 2019 AMA without cause upon 180 days advance written notice to the Company. 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, in the event of any such termination, CDS is required to pay a termination fee to the Company equal to (i) the Market Rate Fee or the Cost Plus Fee paid to the Company for the calendar year immediately preceding the termination, and (ii) a one-time payment of the Incentive Fee as if the Anchor Portfolio were liquidated for fair market value as of the termination date, or at CDS’ election, the continued payment of the Incentive Fee as if a termination had not occurred.

Other Asset Management Agreements. The duration of our fee-based service agreements varies in nature. In addition to the long term nature of the 2019 AMA, our other asset management agreements for our co-investment opportunities are intended to cover the duration of the expected investment cycle of the portfolio property managed and are generally expected to last between four and seven

years. However, these arrangements do not typically contain significant early-termination penalties. We also administer many various task-specific limited-service asset management agreements under short-term arrangements generally terminable at will.

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 Building”). The Company will retain a 2.5% equity interest in the asset at a cost of approximately $1.2 million. The Company has entered into management arrangements for the Hartford Building under which the Company will receive asset management, property management and construction management fees for the Company’s management and operation of the property and certain incentive fees relating to the performance of the investment.

In December 2017 and January 2018, the Company entered into separate residential property management agreements with two properties in our Anchor Portfolio 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.

During the period of May 2019 through and including March 2020, the Company entered into separate commercial property and parking management agreements with several properties in our Anchor Portfolio under which the Company receives fees to manage and operate the office, retail and parking 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.

As of March 31, 2020, the Company has entered into twelve (12) construction management agreements with properties in our Anchor Portfolio 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 one percent (1%) to four percent (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.

In addition to the asset management services that the Company provides related to the Anchor Portfolio and other managed assets, the Company’s wholly owned subsidiaries, Comstock Real Estate Services ~~activities are currently focused~~and Comstock Environmental Services, LC (“Comstock Environmental”) provide real estate-related services to our asset management clients and third-party customers. These services include environmental consulting and engineering services, industrial hygiene services, and other consulting services in the ~~New Jersey, Pennsylvania, and Washington, D.C. metropolitan areas.~~U.S. Mid-Atlantic Region.

We are currently operating, or developing in multiple counties throughout the Washington, D.C. area market. The following table summarizes certain information for our owned or controlled communities as of September 30, 2017:

Three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2020 compared to three ~~and nine~~ months ended ~~September 30, 2016~~March 31, 2019

~~The following table summarizes certain information related to new orders, settlements, and backlog for the three and nine month periods ended September 30, 2017 and 2016:~~

Revenue from ~~homebuilding increased by $0.2 million to $13.1 million~~asset management for the three months ended ~~September 30, 2017~~March 31, 2020 and 2019 was $5.4 million and $4.2 million, respectively. Revenue increased primarily due to increased headcount and other costs that are reimbursable from CDS under the 2019 AMA and recognized as ~~compared to $12.9 million~~ revenue along with growth in our property management business and other asset management fee streams including the BMA.

Revenue from real estate services for the three months ended ~~September 30, 2016. For the three months ended September 30, 2017, the Company settled 24 units (8 units at Marrwood, 1 unit at Emerald Farm, 1 unit at Leeland, 1 unit at~~March 31, 2020 and 2019 was $1.5 million and $0.7 million, respectively. The ~~Towns at 1333, 7 units at Falls Grove, 1 unit at The Woods at Spring Ridge, and 5 units at Totten Mews), as compared~~increase is primarily attributable to ~~33 units (19 units at Falls Grove, 4 units at Maxwell Square, 1 unit at Two Rivers, and 9 units at Hallcrest)~~continued organic growth within our Comstock Environmental business.

Direct costs – asset management for the three months ended ~~September 30, 2016. Our homebuilding gross margin percentage~~March 31, 2020 and 2019 was $4.6 million and $3.7 million, respectively. This increase of $0.9 million was primarily related to an increase in personnel expenses, primarily from headcount increases, as well as from the continued growth of our asset management operations.

Direct costs – real estate services for the three months ended ~~September 30, 2017 decreased by 2.4% to 4.5%, as~~March 31, 2020 and 2019 was $1.4 million and $0.5 million, respectively. The increase of $0.9 million compared to ~~6.9% for~~ the ~~three months ended September 30, 2016.~~

Revenue from homebuilding increased by $1.3 million to $33.4 million for the nine months ended September 30, 2017 as compared to $32.1 million for the nine months ended September 30, 2016. For the nine months ended September 30, 2017, the Company settled 72 units (31 units at Falls Grove, 12 units at Marrwood, 6 units at Emerald Farm, 6 units at Hallcrest, 6 units at Leeland, 1 unit at Shady Grove, 2 units at Two Rivers, 5 units at Totten Mews, 2 units at The Towns at 1333, and 1 unit at The Woods at Spring Ridge), as compared to 76 units (4 units at The Hampshires, 29 units at Falls Grove, 13 units at Maxwell Square, 8 units at Two Rivers, 20 units at Hallcrest, and 2 units at the Estates at Leeland), for the nine months ended September 30, 2016. Our homebuilding gross margin percentage for the nine months ended September 30, 2017 was 7.7%, an increase of 0.6% as compared to 7.1% for the nine months ended September 30, 2016. The overall increase noted in gross margins was mainly the result of the continued effort by the Company to reduce construction and other related costs.

Gross new order revenue, consisting of revenue from all units sold, for the three months ended September 30, 2017 was $8.1 million on 14 units as compared to $9.2 million on 21 units for the three months ended September 30, 2016. Gross new order revenue, consisting of revenue from all units sold, for the nine months ended September 30, 2017 was $38.6 million on 76 units as compared to $40.7 million on 93 units for the nine months ended September 30, 2016. Net new order revenue, representing revenue for all units sold less cancellations, for the three months ended September 30, 2017 was $7.3 million on 12 units as compared to $7.8 million on 18 units for the three months ended September 30, 2016. Net new order revenue, representing revenue for all units sold less cancellations, for the nine months ended September 30, 2017 was $32.8 million on 64 units as compared to $37.7 million on 86 units for the nine months ended September 30, 2016. The decreases are attributable to the number and mix of homes sold.

Revenue – other increased $0.5 million to $1.2 million for the nine months ended September 30, 2017 as compared to $0.7 million for the nine months ended September 30, 2016. Revenue – other increased $0.5 million to $0.7 million for the three months ended September 30, 2017 as compared to $0.2 million for the three months ended September 30, 2016. The increase in both periods was directly attributable to the acquisition of Monridge Environmental, LLC, by the newly created entity, JK Environmental, LLC (“JK”) in July 2017. The revenues generated from this entity were approximately $0.5 million for the three and nine months ended September 30, 2017. There were no similar acquisitions or revenue components during the three and nine months ended September 30, 2016.

Cost of sales – homebuilding increased by $0.5 million to $12.5 million during the three months ended September 30, 2017, as compared to $12.0 million during the three months ended September 30, 2016. Cost of sales – homebuilding increased by $1.0 million to $30.8 million during the nine months ended September 30, 2017, as compared to $29.8 million during the nine months ended September 30, 2016. The increase noted was primarily attributable to the number of units settled and the mix of homes settled during the three and nine months ended September 30, 2017.

Cost of sales – other increased by $0.7 million to $0.8 million during the three months ended September 30, 2017, as compared to $0.1 million during the three months ended September 30, 2016. Cost of sales – other increased by $1.1 million to $1.4 million during the nine months ended September 30, 2017, as compared to $0.3 million during the nine months ended September 30, 2016. The increase primarily relates to our ~~new initiatives within our real estate services segment to expand our~~expanding footprint in the real estate consulting and environmental study ~~fields which includes the acquisition of Monridge Environmental, LLC by JK during the three months ended September 30, 2017.~~fields.

Selling and marketing expenses for the three months ended September 30, 2017 and the three months ended September 30, 2016 was $0.4 million. Selling and marketing expenses for the nine months ended September 30, 2017 decreased by $0.2 million to $1.1 million, as compared to $1.3 million for the nine months ended September 30, 2016. The decrease is attributable to continued benefit from the cost saving measures.

General and administrative expenses for the three months ended ~~September~~March 31, 2020 and 2019 was $598 thousand and $304 thousand, respectively. The increase of $294 thousand is primarily attributable to increased headcount and associated equity compensation and personnel costs, that are not reimbursable under the 2019 AMA, within our Asset Management and Real Estate Services segments.

Selling & marketing expenses for the three months ended March 31, 2020 was $164 thousand. There were no selling & marketing expenses for the three months ended March 31, 2019. The increase is attributable to increased outreach programs by the Environmental reporting segment to grow the business.

For the three months ended March 31, 2020 and 2019, the Company’s interest expense was $164 thousand and $18 thousand, respectively. This is primarily driven by the MTA effective April 30, ~~2017 increased by $0.1~~2019. Prior to the MTA certain interest expense was capitalized to homebuilding projects and expensed when the projects were sold. After the MTA this interest expense is no longer capitalized into homebuilding projects.

For the three months ended March 31, 2020 and 2019 the Company did not recognize material income tax expense due to an NOL balance of $145 million ~~to $1.3~~and $147 million as ~~compared~~of March 31, 2020 and 2019, respectively.

We finance our Asset Management and Real Estate Services operations, capital expenditures, and business acquisitions with internally generated funds, borrowings from our credit facilities and long-term debt. Pursuant to ~~$1.2~~the MTA, the Company transferred to CDS management of its Class A membership interests in Investors X, the entity owning the Company’s residual homebuilding operations in exchange for residual cash flows estimated to be $8.5 million over the next three years. The associated debt obligations were also transferred to CDS. See Note 8 in the accompanying consolidated financial statements for more details on our debt and credit facilities.

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 Ten Million Dollar ($10,000,000) 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 one percent (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 twelve (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. The $5.5 million borrowing has a maturity date of April 30, 2023. On April 10, 2020, the capital provided to the Company by the Revolver was utilized to retire all of the Company’s

ten percent (10%) corporate indebtedness maturing in 2020 owed to Comstock Growth Fund, L.C. See Note 19 – Subsequent events for more information

As of March 31, 2020, only the CGF Note is set to mature in 2020. On April 10, 2020, the Company retired the CGF Note. See Note 8 – Debt and Note 19 – Subsequent Events.

For the three months ended March 31, 2020, net cash used in operating activities was $1.9 million. Net cash used in operations activities was primarily related to the payment of accrued personnel costs during the three months ended March 31, 2020. For the three months ended March 31, 2019, net cash provided by operating activities was $3.4 million primarily related to $2.7 million provided by discontinued operations.

Net cash provided by (used in) investing activities attributable to continuing operations was immaterial for the three months ended March 31, 2020 and 2019.

Net cash provided by financing activities attributable to continuing operations was $5.4 million for the three months ended September 30, 2016. General and administrative expenses for the nine months ended September 30, 2017 decreased by $0.5 million to $3.7 million, as compared to $4.2 million for the nine months ended September 30, 2016. The year-over-year decrease is attributable to attrition in employee head count and general overhead cost saving measures.

For the three and nine months ended September 30, 2017, the Company recognized income tax expense of $29, and the effective tax rate is 1%. For the three and nine months ended September 30, 2016, the Company recognized income tax expense of $0 and $57, respectively; and as of September 30, 2016 the effective tax rate was 2%.

As of September 30, 2017, $22.7 million of the Company’s outstanding credit facilities and project related loans mature at various periods through the end of 2017. We are in active discussions with our lenders seeking long term extensions and modifications to these loans. These debt instruments impose certain restrictions on our operations, including speculative unit construction limitations, curtailment obligations, and financial covenant compliance. If we fail to comply with any of these restrictions, an event of default could occur. Additionally, events of default could occur if we fail to make required debt service payments or if we fail to come to agreement on an extension on a certain facility prior to a given loan’s maturity date. Any event of default would likely render the obligations under these instruments due and payable as of that event. Any such event of default would allow certain of our lenders to exercise cross default provisions in our loan agreements with them, such that all debt with that institution could be called into default. We are anticipating that with the successful resolution of the debt extension discussions with our lenders, capital raises from our recent private placement, current available cash on hand, and additional cash from settlement proceeds at existing and under development communities, the Company will have sufficient financial resources to sustain its operations through the next 12 months, though no assurances can be made that the Company will be successful in its efforts. The Company will also continue to focus on its cost structure in an effort to conserve cash and manage expenses. Such actions may include cost reductions and/or deferral arrangements with respect to current operating expenses.

~~See Note 11 and Note 13 to the accompanying consolidated financial statements for details on private placement offerings and for more details on our credit facilities, respectively.~~

Net cash provided by operating activities was $3.0 million for the nine months ended September 30, 2017 compared to the net cash provided by operating activities of $0.6 million for the nine months ended September 30, 2016. The $3.3 million net cash provided by operations during the nine months ended September 30, 2017 was primarily attributable to increases in accounts payable of $1.0 million, $1.5 million of releases of inventories associated with units settled, increases in accrued interest of $0.8 million, the amortization of loan discounts and other financing fees of $0.9 million, the issuances of $0.2 million of stock compensation, and the increases of $0.8 million of other assets, mainly attributable to the acquisition of Monridge Environmental, LLC, offset by the net loss of $2.4 million. The $6.2 million net cash used by operations during the nine months ended September 30, 2016 was primarily attributable to $10.0 million of inventory acquired, primarily related to the acquisition of three properties during the three months ended September 30, 2016, coupled with a net operating loss of $3.5 million. These were offset by the amortization of loan discounts and other financing fees of $0.8 million, increases in prepaid projects costs of $0.5 million, increases in accrued interest of $0.4 million, and increases in accounts payable and other accrued liabilities of $4.6 million.

~~Net cash used in investing activities was $0.8 million for the nine months ended September 30, 2017.~~March 31, 2020. This was primarily attributable to proceeds under the ~~cash paid for the acquisition~~Revolver of Monridge Environmental, LLC of $0.6 million and the decrease in collateral for letters of credit for $0.2 million. Net cash used in investing activities was immaterial for the nine months ended September 30, 2016.

Net cash used in financing activities was $5.9 million for the nine months ended September 30, 2017. This was primarily attributable to the distributions of $1.9 million to the Comstock Investor VIII Class B Members to fully redeem their equity interest and a distribution to the Comstock Investor X Class B Members of $1.0 million, along with the pay downs on notes payable of $22.4 million, offset by borrowings of $19.9$5.5 million. Net cash used in financing activities was ~~$3.7~~$3.4 million ~~for~~during the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2019. This was primarily attributable to ~~the distributions of $1.9~~$3.3 million ~~to the New Hampshire Avenuenon-controlling~~ interest member, the distributions of $2.5 million to the Comstock Investors VIII Class B Members, along with the pay downs on notes payable of $28.4 million, offset by borrowings of $34.2 million, and a contribution of $5.0 million from the Comstock Investors X Class B Member.used in discontinued operations.

The homebuilding industry usually experiences seasonal fluctuations in quarterly operating results and capital requirements. We typically experience the highest new home order activity in the Spring and Summer, although this activity is also highly dependent on the number of active selling communities, the timing of new community openings and other market factors. Because it typically takes four to six months to construct a new home, we deliver more homes in the second half of the year as Spring and Summer home orders convert to home deliveries. Because of this seasonality, home starts, construction costs and related cash outflows have historically been highest in the second and third quarters, and the majority of cash receipts from home deliveries occur during the second half of the year. We expect this seasonal pattern to continue over the long-term, although it may be affected by volatility in the homebuilding industry and the general economy.

~~See Note 1 to the accompanying consolidated financial statements included in this Quarterly Report on Form10-Q.~~

There have been no significant changes to our critical accounting policies and estimates during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 from those disclosed ~~in Item 7 included~~ in our Annual Report on Form10-K for the year ended December 31, ~~2016.~~

See Note 1 - Organization and Basis of Presentation to the accompanying consolidated financial statements included in this Quarterly Report on Form 10-Q.

We have evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules13a-15(e) and15d-15(e) of the Exchange Act) as of ~~September 30, 2017.~~March 31, 2020. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of ~~September 30, 2017.~~March 31, 2020 due to the material weakness described below.

We do not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. 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.~~detected

In the fourth quarter of 2019 and first quarter of 2020, we identified a material weakness in our internal controls over financial reporting involving the review and reconciliation of debt balances and amortization of related debt discounts.

To remediate the weakness described above, we are in the process of (i) expanding our technical accounting resources and (ii) implementing more detailed reviews of debt reconciliations including the amortization of related debt discounts. This remediation is expected to result in more thorough accuracy in evaluating and concluding on the accounting and periodic reporting and disclosure requirements for debt instruments and related debt discounts.

No other changes have occurred in our internal control over financial reporting (as defined in Rules13a-15(f) and15d-15(f) of the Exchange Act) during the quarter ended ~~September 30, 2017,~~March 31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Information regarding legal proceedings is incorporated by reference from Note 89 - Commitments and Contingencies to the accompanying consolidated financial statements included in Part I of this Quarterly Report on Form10-Q.

~~There have been no material changes to the risk factors disclosed under “Item 1A. Risk Factors” in our Annual Report onForm 10-K~~ ~~for the year ended December 31, 2016.~~

The descriptions of the offerings related to Comstock Investors VII, L.C., Comstock Investors VIII, L.C. and Comstock Investors X, L.C. in Notes 11 and 17, and the description of the offering related to Comstock Growth Fund in Note 13 to the accompanying consolidated financial statements are hereby incorporated by reference. The shares of our Class A common stock, the membership interests and the warrants, as applicable, were offered and sold to purchasers in such offerings in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”) and Rule 506 of Regulation D promulgated under the Securities Act and the certificates representing the securities shall bear legends to that effect. The shares of our Class A common stock, the membership interests, the warrants and the shares of our Class A common stock issuable upon the exercise of the warrants have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

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

					Page
				~~Page~~
PART I – FINANCIAL INFORMATION				1

ITEM 1.		FINANCIAL ~~STATEMENTS:~~STATEMENTS (unaudited):		1

		Consolidated Balance Sheets ~~– September 30, 2017 (unaudited) and December 31, 2016~~		1

		Consolidated Statements of Operations ~~(unaudited) – Three and Nine Months Ended September 30, 2017 and 2016~~		2

	Consolidated Statements of Changes in Stockholders’ Equity	3

	Consolidated Statements of Cash Flows ~~(unaudited) – Nine Months Ended September 30, 2017 and 2016~~		3	4

		Notes to Consolidated Financial Statements		4	5

ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		18	21

ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		23	28

ITEM 4.		CONTROLS AND PROCEDURES		23	28

PART II – OTHER INFORMATION			23	30

ITEM 1.		LEGAL PROCEEDINGS		23	30

~~ITEM 1A.~~		~~RISK FACTORS~~		23

~~ITEM 2.~~		~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~		23

ITEM 6.		EXHIBITS		24	30

SIGNATURES			25	31


	September 30, 2017			December 31, 2016
	(unaudited)
ASSETS
Cash and cash equivalents	$	2,086		$	5,761
Restricted cash		1,014			1,238
Trade receivables		1,332			613
Real estate inventories		48,501			49,842
Fixed assets, net		329			255
Goodwill		1,702			—
Other assets, net		1,049			2,112

TOTAL ASSETS	$	56,013		$	59,821

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued liabilities	$	8,828		$	7,721
Notes payable - secured by real estate inventories, net of deferred financing charges		27,572			26,927
Notes payable - due to affiliates, unsecured, net of discount and deferred financing charges		15,078			15,866
Notes payable - unsecured, net of deferred financing charges		1,396			911
Income taxes payable		29			19

TOTAL LIABILITIES		52,903			51,444

Commitments and contingencies (Note 8)
STOCKHOLDERS’ EQUITY (DEFICIT)
Series C preferred stock $0.01 par value, 3,000,000 shares authorized, 579,158 and 0 shares issued and outstanding liquidation preference of $2,896 and $0 at September 30, 2017 and December 31, 2016, respectively	$	442		$	—
Series B preferred stock $0.01 par value, 3,000,000 shares authorized, 0 and 841,848 shares issued and outstanding liquidation preference of $0 and $4,209 at September 30, 2017 and December 31, 2016, respectively		—			1,280
Class A common stock, $0.01 par value, 11,038,071 shares authorized, 3,347,789 and 3,035,922 issued, and outstanding, respectively		33			30
Class B common stock, $0.01 par value, 220,250 and 390,500 shares authorized, issued, and outstanding, respectively		2			4
Additionalpaid-in capital		177,374			176,251
Treasury stock, at cost (85,570 shares Class A common stock)		(2,662	)		(2,662	)
Accumulated deficit		(186,545	)		(184,778	)

TOTAL COMSTOCK HOLDING COMPANIES, INC. DEFICIT		(11,356	)		(9,875	)
Non-controlling interests		14,466			18,252

TOTAL EQUITY		3,110			8,377

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	56,013		$	59,821


	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Revenues
Revenue—homebuilding	$	13,076		$	12,880		$	33,375		$	32,102
Revenue—other		739			223			1,228			685

Total revenue		13,815			13,103			34,603			32,787
Expenses
Cost of sales—homebuilding		12,482			11,985			30,804			29,815
Cost of sales—other		846			85			1,366			329
Impairment charges and recovery, net		—			91			—			91
Sales and marketing		401			427			1,122			1,313
General and administrative		1,263			1,236			3,735			4,151
Interest and real estate tax expense		16			133			16			655

Operating loss		(1,193	)		(854	)		(2,440	)		(3,567	)
Other income, net		21			98			69			119

Loss before income tax expense		(1,172	)		(756	)		(2,371	)		(3,448	)
Income tax expense		(29	)		—			(29	)		(57	)

Net loss		(1,201	)		(756	)		(2,400	)		(3,505	)
Net income (loss) attributable tonon-controlling interests		309			290			(630	)		1,174

Net loss attributable to Comstock Holding Companies, Inc.		(1,510	)		(1,046	)		(1,770	)		(4,679	)
Paid-in-kind dividends on Series B Preferred Stock		—			87			78			259
Extinguishment of Series B Preferred Stock		—			—			(1,011	)		—

Net loss attributable to common stockholders	$	(1,510	)	$	(1,133	)	$	(837	)	$	(4,938	)

Basic net loss per share	$	(0.45	)	$	(0.34	)	$	(0.25	)	$	(1.49	)
Diluted net loss per share	$	(0.45	)	$	(0.34	)	$	(0.25	)	$	(1.49	)
Basic weighted average shares outstanding		3,374			3,326			3,299			3,317
Diluted weighted average shares outstanding		3,374			3,326			3,299			3,317


	Nine Months Ended September 30,
	2017			2016
Cash flows from operating activities:
Net loss	$	(2,400	)	$	(3,505	)
Adjustment to reconcile net loss to net cash provided by operating activities
Amortization of loan discount, loan commitment and deferred financing fees		876			832
Deferred income tax benefit		—			7
Depreciation expense		123			144
Earnings from unconsolidated joint venture, net of distributions		15			25
Stock compensation		238			56
Impairment charges		—			813
Changes in operating assets and liabilities:
Purchaser escrow deposits		405			42
Trade receivables		(425	)		(182	)
Real estate inventories		1,497			(9,953	)
Other assets		796			527
Accrued interest		793			391
Accounts payable and accrued liabilities		1,046			4,560
Income taxes payable		10			21

Net cash provided by (used in) operating activities		2,974			(6,222	)

Cash flows from investing activities:
Business acquisition, net of cash acquired		(582	)		—
Purchase of fixed assets		(17	)		(32	)
Principal received on note receivable		27			26
Collateral for letters of credit		(181	)		(32	)

Net cash used in investing activities		(753	)		(38	)

Cash flows from financing activities:
Proceeds from notes payable		19,936			24,157
Payments on notes payable		(22,442	)		(28,390	)
Loan financing costs		(145	)		(70	)
Distributions tonon-controlling interests		(3,156	)		(4,413	)
Contributions fromnon-controlling interests		—			5,000
Repurchase of Series C preferred stock		(89	)		—
Taxes paid related to net share settlement of equity awards		—			(8	)

Net cash used in financing activities		(5,896	)		(3,724	)

Net decrease in cash and cash equivalents		(3,675	)		(9,984	)
Cash and cash equivalents, beginning of period		5,761			12,448

Cash and cash equivalents, end of period	$	2,086		$	2,464

Supplemental cash flow information:
Interest paid, net of interest capitalized	$	(686	)	$	(44	)
Supplemental disclosure fornon-cash activity:
Business acquisition notes payable	$	1,710		$	—
Seller’s note payable	$	115		$	—
Accrued liability settled through issuance of stock	$	63		$	43
Increase in Series B preferred stock value in connection with dividends paidin-kind	$	24		$	78
Conversion of Class B common stock to Class A common stock	$	2		$	—
Extinguishment of Series B Preferred Stock	$	1,011		$	—

	Operating Leases
2020 (9 months ended December 31)	$	43
2021		54
2022		9
Total lease payments		106
Less: imputed interest		7
Present Value of lease liabilities	$	99

	Series C													Additional									Non-
	Preferred Stock				Class A					Class B				paid-in			Treasury			Accumulated			controlling
	Shares		Amount		Shares			Amount		Shares		Amount		capital			stock			deficit			interest		Total
Balance at December 31, 2018		2,800		7,193		3,703		$	37		220	$	2	$	181,632		$	(2,662	)	$	(196,091	)	$	15,706	$	5,817
Stock compensation and issuances		—		—		41			—		—		—		61			—			—			—		61
Accrued liability settled through issuance of stock		—		—		15			—		—		—		35			—			—			—		35
Shares withheld related to net share settlement of restricted stock awards		—		—		(10	)		—		—		—		—			—			—			—		—
Net income		—		—		—			—		—		—		—			—			85			300		385
Balance at March 31, 2019		2,800	$	7,193		3,749		$	37		220	$	2	$	181,728		$	(2,662	)	$	(196,006	)	$	16,006	$	6,298

	Series C													Additional									Non-
	Preferred Stock				Class A					Class B				paid-in			Treasury			Accumulated			controlling
	Shares		Amount		Shares			Amount		Shares		Amount		capital			stock			deficit			interest		Total
Balance at December 31, 2019		3,441	$	6,765		7,850		$	78		220	$	2	$	199,372		$	(2,662	)	$	(195,198	)	$	-	$	8,357
Stock compensation and issuances		—		—		52			1		—		—		212			—			—			—		213
Accrued liability settled through issuance of stock		—		—		11			—		—		—		20			—			—			—		20
Shares withheld related to net share settlement of restricted stock awards		—		—		(16	)		—		—		—		(31	)		—			—			—		(31	)
Net loss		—		—		—			—		—		—		—			—			(12	)		—		(12	)
Balance at March 31, 2020		3,441		6,765		7,897			79		220		2		199,573			(2,662	)		(195,210	)		—		8,547

	For the three months ended March 31, 2019
	As previously reported			Adjustment			As adjusted
Revenue—asset management	$	3,861		$	293		$	4,154
Direct costs—asset management		3,317			350			3,667
Interest (expense)		(34	)		16			(18	)
Other income, net		—			57			57
Net income (loss)		69			16			85
Additional paid-in capital		180,769			959			181,728
Accumulated deficit		(194,250	)		(1,756	)		(196,006	)
Total equity		7,095			(797	)		6,298

	Three Months Ended March 31,
	2020
Fair value of investments as of December 31, 2019	$	8,421
Distributions		(144	)
Change in fair value		(47	)
Fair value of investments as of March 31, 2020	$	8,230

	March 31,			December 31,
	2020			2019
Intangibles		268			268
Less: accumulated amortization		(182	)		(165	)
	$	86		$	103

	Amortization
	Expense
2020 (9 months ended December 31, 2020)	$	50
2021		36
Total	$	86


	September 30, 2017		December 31, 2016
Land and land development costs	$	27,810	$	33,355
Cost of construction (including capitalized interest and real estate taxes)		20,691		16,487

	$	48,501	$	49,842


	Homebuilding			Multi-family		Real Estate Services			Total
Three Months Ended September 30, 2017
Gross revenue	$	13,076		$	—	$	739		$	13,815
Gross profit (loss)		594			—		(110	)		484
Net loss		(1,000	)		—		(201	)		(1,201	)
Depreciation and amortization		15			—		83			98
Interest expense		—			—		16			16
Total assets		53,258			—		2,755			56,013
Three Months Ended September 30, 2016
Gross revenue	$	12,880		$	—	$	223		$	13,103
Gross profit (loss)		895			—		138			1,033
Net (loss) income		(894	)		—		138			(756	)
Depreciation and amortization		89			—		—			89
Interest expense		133			—		—			133
Total assets		56,427			—		148			56,575
Nine Months Ended September 30, 2017
Gross revenue	$	33,375		$	—	$	1,228		$	34,603
Gross profit (loss)		2,571			—		(138	)		2,433
Net loss		(2,168	)		—		(232	)		(2,400	)
Depreciation and amortization		125			—		126			251
Interest expense		—			—		16			16
Total assets		53,258			—		2,755			56,013
Nine Months Ended September 30, 2016
Gross revenue	$	32,102		$	—	$	685		$	32,787
Gross profit (loss)		2,287			—		356			2,643
Net (loss) income		(3,861	)		—		356			(3,505	)
Depreciation and amortization		144			—		—			144
Interest expense		650			—		—			650
Total assets		56,427			—		148			56,575


	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Statement of Operations:
Total net revenue	$	73	$	96	$	180	$	186
Total expenses		27		28		87		86

Net income	$	46	$	68	$	93	$	100

Comstock Holding Companies, Inc. share of net income	$	23	$	34	$	47	$	50


	September 30, 2017			December 31, 2016
Construction revolvers	$	8,305		$	6,429
Development and acquisition notes		14,719			16,278
Mezzanine notes		1,472			1,424
Line of credit		2,132			2,929
Secured-other		1,100			—

Total secured notes		27,728			27,060
Deferred financing charges, net of amortization		(156	)		(133	)

Net secured notes		27,572			26,927
Unsecured financing, net of unamortized deferred financing charges of $72 and $121		1,396			911
Notes payable, unsecured, net of $1.9 million and $2.1 million discount and unamortized deferred financing charges, respectively		15,078			15,866

Total notes payable	$	44,046		$	43,704

2020*	$	5,782
2021		104
2022		1,108
2023		5,500
Total	$	12,494


2017	$	22,713
2018		13,958
2019		5,543
2020		122
2021 and thereafter		1,710

Total	$	44,046

	Three Months Ended March 31, 2019
Restricted stock awards		76
Stock options		322
Warrants		657
		1,055

	Asset		Real Estate
	Management		Services			Total
Three Months Ended March 31, 2020
Gross revenue	$	5,435	$	1,531		$	6,966
Gross profit (loss)		803		150			953
Net income (loss)		284		(296	)		(12	)
Total assets		19,661		3,129			22,790
Three Months Ended March 31, 2019
Gross revenue	$	4,154	$	728		$	4,882
Gross profit (loss)		487		234			721
Net income (loss)		385		(300	)		85
Total assets		1,808		3,071			4,879


ASSETS
Net Working Capital	$	141
Net Fixed Assets		180
Intangible Assets⁽¹⁾		268
Goodwill⁽²⁾		1,702

Total Purchase Price	$	2,291


	Pipeline Report as of September 30, 2017
Project	State	Product Type (1)	Estimated Units at Completion		Units Settled		Backlog (8)		Units Owned Unsold		Units Under Control (2)		Total Units Owned, Unsettled and Under Control		Average New Order Revenue Per Unit to Date
City Homes at the Hampshires	DC	SF		38		38		—		—		—		—	$	747
Townes at the Hampshires (3)	DC	TH		73		73		—		—		—		—	$	551
Estates at Falls Grove	VA	SF		19		19		—		—		—		—	$	545
Townes at Falls Grove	VA	TH		110		110		—		—		—		—	$	304
Townes at Shady Grove Metro	MD	TH		36		27		—		9		—		9	$	583
Townes at Shady Grove Metro (4)	MD	SF		3		3		—		—		—		—	$	—
Momentum \| Shady Grove Metro (5)	MD	Condo		110		—		—		110		—		110	$	—
Estates at Emerald Farms	MD	SF		84		84		—		—		—		—	$	426
Townes at Maxwell Square	MD	TH		45		45		—		—		—		—	$	421
Townes at Hallcrest	VA	TH		42		42		—		—		—		—	$	465
Estates at Leeland	VA	SF		24		11		2		11		—		13	$	451
Villas \| Preserve at Two Rivers 28’	MD	TH		6		6		—		—		—		—	$	458
Villas \| Preserve at Two Rivers 32’	MD	TH		10		10		—		—		—		—	$	504
Marrwood East (7)	VA	SF		35		13		16		6		—		22	$	638
Townes at Totten Mews (6)	DC	TH		40		5		3		32		—		35	$	540
The Towns at 1333	VA	TH		18		2		—		16		—		16	$	948
The Woods at Spring Ridge	MD	SF		21		1		6		14		—		20	$	674
Solomons Choice	MD	SF		56		—		—		56		—		56	$	—
Townes at Richmond Station	VA	TH		104		—		—		104		—		104	$	—
Condominiums at Richmond Station	VA	MF		54		—		—		54		—		54	$	—

Total				928		489		27		412		—		439

3.1

~~3.1~~		Amended and Restated Certificate of Incorporation (incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form10-Q filed with the Commission on November 16, 2015)..

3.2		Amended and Restated Bylaws (incorporated by reference to an Exhibit 3.2 to the Registrant’s Annual Report onForm 10-K filed with the Commission on March 31, 2005)..

3.3		Certificate of ~~Designation~~Elimination of the Series A Junior Participating Preferred Stock of the Company filed with the Secretary of State of the State of Delaware on March ~~27,~~26, 2015 (incorporated by reference to ~~Exhibit 3.2~~an exhibit to the Registrant’s Current Report on Form8-K filed with the Commission on March 27, 2015)..

3.4		Certificate of Designation of Series A Junior Participating Preferred Stock of the Company filed with the Secretary of State of the State of Delaware on March 26, 2015 (incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the Commission on March 27, 2015).

3.5		Certificate of Designation of Series BNon-Convertible Preferred Stock of the Company filed with the Secretary of State of the State of Delaware on December 29, 2015 (incorporated by reference to ~~Exhibit 3.1~~an exhibit to the Registrant’s Current Report on Form8-K filed ~~with the Commission~~ on January 4, 2016)..

~~3.5~~ 3.6		Certificate of Designation of Series CNon-Convertible Preferred Stock of ~~the Company~~Comstock Holding Companies, Inc., filed with the Secretary ~~of State~~ of the State of Delaware on March 22, 2017 (incorporated by reference to ~~Exhibit 3.1~~an exhibit to the Registrant’s Current Report on Form8-K filed with the Commission on March 28, 2017)..

3.7		Certificate of Amendment of Certificate of Designation of Series C Non-Convertible Preferred Stock of Comstock Holding Companies, Inc. filed with the Secretary of State of the State of Delaware on February 15, 2019 (incorporated by reference to an exhibit to the Registrant’s Current Report on Form 10-K filed with the Commission on March 29, 2019).

3.8		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 10-K filed with the Commission on March 29, 2019).

4.1		Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement onForm S-1, as amended, initially filed with the Commission on August 13, 2004 (FileNo. 333-118193))..

10.61* 10.29*		~~Asset Purchase~~Ten Million ($10,000,000) Revolving Capital Line of Credit Agreement dated ~~July 14, 2017,~~March 19, 2020, between ~~CDS Capital Management, L.C.,~~Comstock Development Services, LC and ~~Monridge Environmental, LLC~~Comstock Holding Companies, Inc..

10.62* 10.30*		~~Amendment to the Operating Agreement,~~Promissory Note dated ~~October 13, 2017,~~March 27, 2020, between Comstock ~~Investors X, L.C.~~Holding Companies, Inc. and Comstock Development Services, ~~L.C~~LC..

10.63* 10.31*		~~Form of Warrant,~~Note dated ~~October 13, 2017,~~April 16, 2020 between Comstock ~~Investors X, L.C.~~Holding Companies, Inc. and ~~Comstock Development Services, L.C~~MainStreet Bank pursuant to the Paycheck Protection Program authorized under the Coronavirus Aid, Relief and Economic Security Act..

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 Quarterly Report on Form10-Q for the quarter ended ~~September 30, 2017,~~March 31, 2020, formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheet, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows and (iv) the Notes to the Consolidated Financial Statements.


			COMSTOCK HOLDING COMPANIES, INC.

~~Date: November 16, 2017~~			~~By:~~	/S~~/ CHRISTOPHER~~ C~~LEMENTE~~
				~~Christopher Clemente~~
Date: May 28, 2020	By:	/s/ CHRISTOPHER CLEMENTE
		Christopher Clemente
		Chairman and Chief Executive Officer
				(Principal Executive Officer)

~~Date: November 16, 2017~~			~~By:~~	/S~~/ CHRISTOPHER~~ ~~L. CONOVER~~
				~~Christopher L. Conover~~
Date: May 28, 2020	By:	/s/ CHRISTOPHER GUTHRIE
		Christopher Guthrie
		Chief Financial Officer
				(Principal Financial Officer and Principal Accounting Officer)

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