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Debt
6 Months Ended
Jun. 30, 2019
Debt Disclosure [Abstract]  
Debt

9. DEBT

As of June 30, 2019 Notes payable consisted of the following:

 

 

 

June 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

Secured financing, net of deferred financing charges

 

$

804

 

 

$

922

 

Notes payable- due to affiliates, unsecured, net of $0.8 million

   and $0.8 million discount and unamortized deferred

   financing charges, respectively

 

 

4,984

 

 

 

4,903

 

Unsecured financing, net of deferred financing charges

 

 

595

 

 

 

595

 

Total notes payable

 

$

6,383

 

 

$

6,420

 

 

As of June 30, 2019, net maturities and/or curtailment obligations of all borrowings are as follows:

 

2019

 

$

 

2020

 

 

4,984

 

2021

 

 

 

2022

 

 

1,367

 

2023 and thereafter

 

 

32

 

Total

 

$

6,383

 

 

As of June 30, 2019, the Company had no credit facilities or project related loans scheduled to mature during the remainder of 2019.

Secured financing

As of June 30, 2019 and December 31, 2018, the Company had two secured loans related to Comstock Environmental. One loan was used to finance the acquisition of Comstock Environmental, and carries a fixed interest rate of 6.5%, with a maturity date of October 17, 2022. At June 30, 2019 and December 31, 2018, this financing had an outstanding balance of $773 thousand and $874 thousand, respectively. Comstock Environmental has an additional secured loan with an outstanding balance of $32 thousand as of June 30, 2019 and an outstanding balance of $34 thousand as of December 31, 2018 to fund the purchase of an asset used in the business. This financing is secured by the assets of Comstock Environmental and is guaranteed by our Chief Executive Officer.

Unsecured financing

As of June 30, 2019 and December 31, 2018, 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 as $50 thousand due on the 3rd and 4th loan anniversary dates with the remainder due at maturity. At June 30, 2019 and December 31, 2018, the interest rate was 5.2% and 6.0%, respectively.

Notes payable to affiliate – unsecured

Comstock Growth Fund

On October 17, 2014, Comstock Growth Fund, L.C. (“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. On December 18, 2014, the loan agreement was amended and restated to provide for a maximum capacity of $25 million. On May 23, 2018, Comstock Holding Companies, Inc. (“Comstock” , “CHCI” or 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 Comstock Development Services, LLC (“CDS”), a Company wholly owned by our Chief Executive Officer. 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 made monthly in arrears. The Company is the administrative manager of CGF but does not own any membership interests. The Company had approximately $5.0 million and $4.9 million of outstanding borrowings and accrued interest under the CGF loan, net of discounts, as of June 30, 2019 and December 31, 2018. As of June 30, 2019, and December 31, 2018, the interest rate was 10.0% per annum. The maturity date for the CGF loan is April 16, 2020.

For the three and six months ended June 30, 2019, the Company made interest payments of $0.1 million and $0.2 million, respectively.  For the three and six months ended June 30, 2018, the Company made interest payments of $0.3 million.

During the three and six months ended June 30, 2019 and 2018, the Company did not make principal payments for the CGF loan.