Credit Facilities | 13. CREDIT FACILITIES Notes payable consisted of the following: September 30, December 31, 2015 2014 Construction revolvers $ 8,272 $ 6,505 Development and acquisition notes 14,077 13,748 Mezzanine notes 1,829 5,770 Line of credit 3,065 2,356 Total secured notes 27,243 28,379 Unsecured note 1,724 2,064 Notes payable, unsecured, net of $2.2 million and $1.4 million discount, respectively 17,959 15,488 Total notes payable $ 46,926 $ 45,931 As of September 30, 2015, maturities and/or curtailment obligations of all borrowings are as follows: 2015 $ 9,707 2016 19,683 2017 14,128 2018 3,408 Total $ 46,926 As of September 30, 2015, the Company had $9.7 million of its credit facilities and project related loans scheduled to mature during the remainder of 2015. On October 15, 2015, subsequent to quarter end, the Company paid off the mezzanine note obtained to acquire the land for the development of the NHA Project, which had an outstanding balance of $0.3 million. Due to the fact that certain of our credit facilities mature at the end of the current fiscal year and various periods in 2016, we are in active discussions with our lenders and are seeking long term extensions and modifications to the loans. No assurances can be made that we will be successful in these efforts. Construction, development and mezzanine debt – secured 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, 2015 and December 31, 2014, the Company had secured construction revolving credit facilities with a maximum loan commitment of $39.7 million and $33.4 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, 2015 and December 31, 2014, the Company had approximately $31.5 million and $26.9 million, respectively, of unused loan commitments. 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, 2015 and December 31, 2014, the weighted average interest rate on the Company’s outstanding construction revolving facility was 5.0% and 5.1% per annum, respectively. The Company had $8.3 million and $6.5 million of outstanding construction borrowings as of September 30, 2015 and December 31, 2014, respectively. The construction credit facilities have maturity dates ranging from December 2015 to March 2018, including extensions subject to the Company meeting certain conditions. As of September 30, 2015 and December 31, 2014, the Company had approximately $37.8 million and $28.0 million, respectively, of aggregate acquisition and development maximum loan commitments of which $14.1 million and $13.7 million, respectively, were outstanding. These loans have maturity dates ranging from December 2015 to March 2018, including extensions subject to the Company meeting certain conditions, and bear interest at a rate based on LIBOR and prime rate pricing options, with interest rate floors ranging from 4.25% to 5.75% per annum. As of September 30, 2015 and December 31, 2014, the weighted average interest rates were 4.7% and 4.8% per annum, respectively. The Company has three secured mezzanine loans. The first mezzanine loan has an outstanding balance of $0.3 million and $3.0 million at September 30, 2015 and December 31, 2014, respectively. This mezzanine financing was utilized to acquire land for the development of the City Homes at the Hampshires and the Townes at the Hampshires projects and is secured by the second deed of trust. This first mezzanine loan bears a fixed interest rate of 13.5% per annum paid on a monthly basis. On October 15, 2015, subsequent to the quarter end, the Company paid off the first mezzanine note. The second and third mezzanine loans are being used to finance the development of the Townes at Shady Grove Metro and Momentum | Shady Grove projects. The maximum principal commitment amount of these loans was $3.2 million at September 30, 2015 and December 31, 2014, of which $1.5 million and $2.8 million of principal and accrued interest was outstanding as of September 30, 2015 and December 31, 2014, respectively. These financings carry 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. These financings have a maturity date of December 31, 2015 and are guaranteed by the Company and our Chief Executive Officer. Line of credit – secured The Company has a secured revolving line of credit with a maximum capacity of $4.0 million. 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 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 a twelve month basis and matures on January 31, 2016. The Company did not meet the minimum liquidity covenant for the three months ended September 30, 2015. Therefore, on October 27, 2015, subsequent to the quarter end, we obtained a waiver from the financial institution. The Company was in compliance with the minimum net worth covenant as dictated by the line of credit agreement for the three months ended September 30, 2015. As of September 30, 2015 and December 31, 2014, $3.1 million and $2.2 million was outstanding under the line of credit. Unsecured note As of September 30, 2015 and December 31, 2014, the Company had balances of $1.7 million and $2.1 million, respectively, outstanding to a bank under a 10-year unsecured note. Interest is charged on this financing on an annual basis at LIBOR plus 2.2%. As of September 30, 2015 and December 31, 2014, the interest rate was 2.4% per annum. The maturity date of this financing is December 28, 2018. The Company is required to make monthly principal and interest payments through maturity. Notes payable to affiliate – unsecured On March 14, 2013, the Company and Stonehenge entered into an agreement to extend the maturity date of the loan from July 20, 2013 to January 1, 2016. Under the terms of the Extension Agreement, the Company is required to pay $50 monthly to Stonehenge, to be allocated first to accrued and unpaid interest and then to outstanding principal. Interest is charged to the loan based on LIBOR plus 3% per annum. As of September 30, 2015 and December 31, 2014, the interest rate was 3.7% and 3.6% per annum, respectively. The Company had approximately $3.9 million and $4.2 million of outstanding borrowings as of September 30, 2015 and December 31, 2014, respectively. On October 17, 2014, CGF 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 (the “CGF Private Placement”). Other purchasers who purchased interest in the CGF Private Placement include members of the Company’s management and board of directors and third party accredited investors for an additional principal amount of $6.2 million. Purchasers other than CDS who purchased a certain amount of interests received warrants that represent the right to purchase an aggregate amount of shares of the Company’s Class A common stock, depending upon the investment amount. As of September 30, 2015, we issued 76,285 warrants representing the right to purchase shares of the Company’s Class A common stock to CGF having an aggregate fair value of $433 that was treated as a debt discount. In calculating the fair value of the warrants, the Company used the Black-Scholes pricing model based upon the date the funds were contributed to CGF. The Company amortizes the debt discount over the three year term of the loan to interest expense. 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 amount available for borrowing of up to $20 million. On December 18, 2014, the Company entered into an amended and restated unsecured promissory note pursuant to which the maximum amount for borrowing was increased from $20 million to $25 million. All other terms of the unsecured promissory note remained the same. The Company borrowed 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. 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 in CGF. The Company had approximately $14.1 million and $11.3 million of outstanding borrowings under the CGF loan, net of discounts, as of September 30, 2015 and December 31, 2014, respectively. For the three and nine months ended September 30, 2015, the Company made interest payments under the CGF loan of $0.3 million and $1.1 million, respectively. As of September 30, 2015 and December 31, 2014, the interest rate of the CGF loan was 10.0% per annum. Additionally, 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 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 issue 226,857 shares of the Company’s Class A common stock to purchasers of membership interests of CGF in the Amended CGF Private Placement. On May 12, 2015, the Company issued an aggregate 226,857 un-registered shares of its Class A common stock to the purchasers in the Amended CGF Private Placement. Upon issuance of these shares, the derivative liability was satisfied, and was no longer an obligation, and therefore the value of the shares were recorded within ‘Stockholders’ equity’ as an increase to Class A common stock and ‘Additional paid-in capital’ within the consolidated balance sheets based on the fair value the stock on the date of issuance. The resulting change in fair value was recorded as a gain on derivative and is included within ‘Other income’ on the consolidated statement of operations. The shares of Class A common stock were issued pursuant to exemptions from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and Rule 506 promulgated thereunder. |