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EX-32.1 - EX-32.1 - Comstock Holding Companies, Inc.chci-ex321_8.htm
EX-31.2 - EX-31.2 - Comstock Holding Companies, Inc.chci-ex312_9.htm
EX-31.1 - EX-31.1 - Comstock Holding Companies, Inc.chci-ex311_10.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2018

or

Transition Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                      to                     

Commission File Number 1-32375

 

Comstock Holding Companies, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

20-1164345

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1886 Metro Center Drive, 4th Floor

Reston, Virginia 20190

(703) 883-1700

(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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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” in Rule 12b-2 of the Exchange Act. (check one)

 

Large accelerated filer

 

Accelerated filer

 

 

 

 

 

 

 

Non-accelerated filer

 

Smaller reporting company

 

 

 

 

 

 

 

 

 

 

Emerging growth company

 

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 Rule 12b-2 of the Act).    Yes      No  

As of November 8, 2018, 3,683,199 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.

 

 


COMSTOCK HOLDING COMPANIES, INC. AND SUBSIDIARIES

FORM 10-Q

INDEX

 

 

 

Page

PART I – FINANCIAL INFORMATION

1

 

 

 

ITEM 1.

FINANCIAL STATEMENTS:

1

 

 

 

 

Consolidated Balance Sheets – September 30, 2018 (unaudited) and December 31, 2017

1

 

 

 

 

Consolidated Statements of Operations (unaudited) – Three and Nine Months Ended September 30, 2018 and 2017

2

 

 

 

 

Consolidated Statements of Cash Flows (unaudited) – Nine Months Ended September 30, 2018 and 2017

3

 

 

 

 

Notes to Consolidated Financial Statements

4

 

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

23

 

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

30

 

 

 

ITEM 4.

CONTROLS AND PROCEDURES

30

 

 

PART II – OTHER INFORMATION

32

 

 

 

ITEM 1.

LEGAL PROCEEDINGS

32

 

 

 

ITEM 1A.

RISK FACTORS

32

 

 

 

ITEM 6.

EXHIBITS

32

 

 

SIGNATURES

33

 

 


 

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

COMSTOCK HOLDING COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share and per share data)

 

 

 

September 30,

2018

 

 

December 31,

2017

 

 

 

(unaudited)

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,469

 

 

$

1,806

 

Restricted cash

 

 

1,248

 

 

 

1,141

 

Trade receivables

 

 

2,480

 

 

 

491

 

Trade receivables - related parties

 

 

1,571

 

 

 

145

 

Real estate inventories

 

 

27,035

 

 

 

44,711

 

Fixed assets, net

 

 

241

 

 

 

309

 

Goodwill

 

 

1,702

 

 

 

1,702

 

Intangible assets, net

 

 

187

 

 

 

237

 

Other assets

 

 

1,175

 

 

 

616

 

TOTAL ASSETS

 

$

39,108

 

 

$

51,158

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

5,930

 

 

$

9,116

 

Deferred revenue

 

 

2,500

 

 

 

 

Notes payable - secured by real estate inventories, net of deferred financing

   charges

 

 

17,401

 

 

 

23,215

 

Notes payable - due to affiliates, unsecured, net of discount and deferred financing

   charges

 

 

4,869

 

 

 

14,893

 

Notes payable - unsecured, net of deferred financing charges

 

 

718

 

 

 

1,285

 

Income taxes payable

 

 

63

 

 

 

39

 

TOTAL LIABILITIES

 

 

31,481

 

 

 

48,548

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 13)

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

Series C preferred stock $0.01 par value, 3,000,000 shares authorized, 2,799,848

   and 579,158 shares issued and outstanding and liquidation preference of $13,999

   and $2,896, at September 30, 2018 and December 31, 2017, respectively

 

$

7,193

 

 

$

442

 

Class A common stock, $0.01 par value, 11,038,071 shares authorized, 3,683,199

   and 3,295,518 issued, and outstanding, respectively

 

 

37

 

 

 

33

 

Class B common stock, $0.01 par value, 220,250 shares authorized, issued, and

   outstanding, respectively

 

 

2

 

 

 

2

 

Additional paid-in capital

 

 

180,683

 

 

 

177,612

 

Treasury stock, at cost (85,570 shares Class A common stock)

 

 

(2,662

)

 

 

(2,662

)

Accumulated deficit

 

 

(193,456

)

 

 

(189,803

)

TOTAL COMSTOCK HOLDING COMPANIES, INC. DEFICIT

 

 

(8,203

)

 

 

(14,376

)

Non-controlling interests

 

 

15,830

 

 

 

16,986

 

TOTAL EQUITY

 

 

7,627

 

 

 

2,610

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

39,108

 

 

$

51,158

 

 

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

 

1


 

COMSTOCK HOLDING COMPANIES, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue—homebuilding

 

$

11,497

 

 

$

13,076

 

 

$

27,767

 

 

$

33,375

 

Revenue—asset management

 

 

2,730

 

 

 

 

 

 

8,481

 

 

 

 

Revenue—real estate services

 

 

712

 

 

 

739

 

 

 

1,790

 

 

 

1,228

 

Total revenue

 

 

14,939

 

 

 

13,815

 

 

 

38,038

 

 

 

34,603

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales—homebuilding

 

 

11,722

 

 

 

12,482

 

 

 

28,760

 

 

 

30,804

 

Cost of sales—asset management

 

 

2,458

 

 

 

 

 

 

7,605

 

 

 

 

Cost of sales—real estate services

 

 

922

 

 

 

846

 

 

 

1,775

 

 

 

1,366

 

Impairment charges

 

 

1,354

 

 

 

 

 

 

2,128

 

 

 

 

Sales and marketing

 

 

281

 

 

 

401

 

 

 

709

 

 

 

1,122

 

General and administrative

 

 

242

 

 

 

1,263

 

 

 

970

 

 

 

3,735

 

Interest and real estate taxes

 

 

38

 

 

 

16

 

 

 

147

 

 

 

16

 

Operating loss

 

 

(2,078

)

 

 

(1,193

)

 

 

(4,056

)

 

 

(2,440

)

Other income, net

 

 

26

 

 

 

21

 

 

 

81

 

 

 

69

 

Loss before income tax benefit (expense)

 

 

(2,052

)

 

 

(1,172

)

 

 

(3,975

)

 

 

(2,371

)

Income tax benefit (expense)

 

 

438

 

 

 

(29

)

 

 

916

 

 

 

(29

)

Net loss

 

 

(1,614

)

 

 

(1,201

)

 

 

(3,059

)

 

 

(2,400

)

Net income (loss) attributable to non-controlling interests

 

 

314

 

 

 

309

 

 

 

594

 

 

 

(630

)

Net loss attributable to Comstock Holding

   Companies, Inc.

 

 

(1,928

)

 

 

(1,510

)

 

 

(3,653

)

 

 

(1,770

)

Paid-in-kind dividends on Series B Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

78

 

Extinguishment of Series B Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

(1,011

)

Net loss attributable to common stockholders

 

$

(1,928

)

 

$

(1,510

)

 

$

(3,653

)

 

$

(837

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per share

 

$

(0.52

)

 

$

(0.45

)

 

$

(0.99

)

 

$

(0.25

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted weighted average shares outstanding

 

 

3,743

 

 

 

3,374

 

 

 

3,708

 

 

 

3,299

 

 

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

 

2


 

COMSTOCK HOLDING COMPANIES, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands, except per share data)

 

 

 

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(3,059

)

 

$

(2,400

)

Adjustment to reconcile net loss to net cash provided by operating activities

 

 

 

 

 

 

 

 

Amortization of loan discount, loan commitment and deferred financing fees

 

 

275

 

 

 

876

 

Deferred income tax benefit

 

 

(918

)

 

 

 

Depreciation expense

 

 

141

 

 

 

123

 

Earnings from unconsolidated joint venture, net of distributions

 

 

20

 

 

 

15

 

Stock compensation

 

 

238

 

 

 

238

 

Impairment charges

 

 

2,128

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Trade receivables

 

 

(3,415

)

 

 

(425

)

Real estate inventories

 

 

15,720

 

 

 

1,497

 

Other assets

 

 

(608

)

 

 

796

 

Accrued interest

 

 

(266

)

 

 

793

 

Accounts payable and accrued liabilities

 

 

(586

)

 

 

1,046

 

Income taxes payable

 

 

2

 

 

 

10

 

Net cash provided by operating activities

 

 

9,672

 

 

 

2,569

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Business acquisition, net of cash acquired

 

 

-

 

 

 

(582

)

Purchase of fixed assets

 

 

(73

)

 

 

(17

)

Principal received on note receivable

 

 

29

 

 

 

27

 

Net cash used in investing activities

 

 

(44

)

 

 

(572

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from notes payable

 

 

15,817

 

 

 

19,936

 

Payments on notes payable

 

 

(21,769

)

 

 

(22,442

)

Loan financing costs

 

 

(159

)

 

 

(145

)

Distributions to non-controlling interests

 

 

(1,750

)

 

 

(3,156

)

Repurchase of Series C preferred stock

 

 

 

 

 

(89

)

Taxes paid related to net share settlement of equity awards

 

 

3

 

 

 

-

 

Net cash used in financing activities

 

 

(7,858

)

 

 

(5,896

)

Net increase (decrease) in cash, restricted cash and cash equivalents

 

 

1,770

 

 

 

(3,899

)

Cash, restricted cash and cash equivalents, beginning of period

 

 

2,947

 

 

 

6,999

 

Cash, restricted cash and cash equivalents, end of period

 

$

4,717

 

 

$

3,100

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

Interest paid, net of interest capitalized

 

$

(318

)

 

$

(686

)

Supplemental disclosure for non-cash investing and financing activities:

 

 

 

 

 

 

 

 

Business acquisition notes payable

 

$

 

 

$

1,710

 

Seller's note payable

 

$

 

 

$

115

 

Accrued liability settled through issuance of stock

 

$

101

 

 

$

63

 

Increase in Series B preferred stock value in connection with dividends paid

   in-kind

 

$

 

 

$

24

 

Conversion of Class B common stock to Class A common stock

 

$

 

 

$

2

 

Extinguishment of Series B Preferred Stock

 

$

 

 

$

1,011

 

Issuance of Series C preferred stock upon conversion of CGF I & II

 

$

6,751

 

 

$

 

Extinguishment of Notes payable - due to affiliates, net of discount

 

$

(10,402

)

 

$

 

 

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

 

3


 

COMSTOCK HOLDING COMPANIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1. ORGANIZATION AND BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Comstock Holding Companies, Inc. and subsidiaries (“Comstock” 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 Form 10-Q and Article 8 of Regulation S-X. 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 Form 10-K for the fiscal year ended December 31, 2017.

Comstock Holding Companies, Inc., incorporated in 2004 as a Delaware corporation, is a multi-faceted real estate development and services company primarily focused in the mid-Atlantic region of the United States. In 2018, the Company has made a strategic decision to transform its operational platform from for sale production homebuilding to asset management, commercial development and complementary real estate related services. Moving forward, along with the buildout of the existing homebuilding pipeline, the Company will operate through two primary real estate focused platforms – CDS Asset Management, LC (“CAM”) and Comstock Real Estate Services, LC (“CRES”). Concurrently, the Company will wind down its on-balance sheet production homebuilding. References in these consolidated financial statements on Form 10-Q to “Comstock,” “Company”, “CAM”, “CRES”, “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 this quarterly report on Form 10-Q, amounts are in thousands, except per share data, number of units, or as otherwise noted.

For the three and nine months ended September 30, 2018 and 2017, comprehensive loss equaled net loss; therefore, a separate statement of comprehensive loss is not included in the accompanying consolidated financial statements.

Liquidity and Capital Resources

The Company requires capital to operate, manage assets, provide real estate services, develop land, construct homes, and fund carrying costs and overhead. These expenditures include payroll, engineering, entitlement, utilities and interest as well as the construction costs of our projects. Its sources of capital include fees generated from various asset management agreements, 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 fees generated from service agreements and the sale and delivery of constructed homes, 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.

The Company has outstanding borrowings with various financial institutions and other lenders that have been used to finance the acquisition of new service business opportunities, as well as acquisition, development and construction of real estate projects. It 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, the Company typically has had numerous credit facilities and lenders.

As of September 30, 2018, $15.5 million of the Company’s outstanding credit facilities and project related loans mature at various periods during the next twelve months. Active discussions are taking place with our lenders to seek 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 the Company fails 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

4


 

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. Refer to Note 12 – Debt for further discussion regarding the Company’s credit facilities and Note 23 – Subsequent Events for other subsequent events impacting our credit facilities’ extensions.

Recent Developments

Our business strategy to transition to a full-service asset manager and real estate services company involves the initial integration of our existing homebuilding operating platform with the commercial development operating platform of the Chief Executive Officer’s private company and thereafter to grow our assets under management and expand our service based relationships. To anchor our new business focus, on March 30, 2018, the Company entered into an initial Master Asset Management Agreement (“AMA”) effective January 2, 2018, through its CAM subsidiary, with Comstock Development Services, LC (“CDS”), an entity wholly owned by the Chief Executive Officer of the Company. Under the AMA, CDS will pay CAM an annual cost-plus fee in an aggregate amount equal to the sum of (i) the employment expenses of personnel dedicated to providing services to CDS’ private 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 (the “Annual Fee”). In connection with the execution of the AMA, CDS paid CAM a deposit in the aggregate amount of $2,500,000 pursuant to the Agreement that will be credited against the Annual Fee to be paid to CAM in accordance with the Agreement. The initial term of the Agreement will terminate on December 31, 2022 (“Initial Term”). The Agreement will automatically renew for successive additional one-year terms (each an “Extension Term”) unless CDS delivers written notice of non-renewal of the Agreement at least 180 days prior to the termination date of the Initial Term or any Extension Term.

Entering into the initial AMA is part of the Company’s strategic plan to transform its business model from for-sale homebuilding to asset management and commercial development. In addition to the AMA, CRES continues to organically grow and pursue acquisitions of businesses and assets that provide supply chain services to assets under management pursuant to AMA as well as to unrelated third parties in the areas of environmental consulting, mortgage brokerage, and capital market services.

On October 2, 2018, the Company changed the name of JK Environmental Services, LLC, an entity that was acquired in July 2017, to Comstock Environmental Services, LLC (“Comstock Environmental”). Comstock Environmental will continue to provide environmental due diligence, site characterization and remediation, industrial hygiene, New Jersey LSRP services, storage tank management, and waste management services.

Use of Estimates

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 judgments on an ongoing basis. Actual results may differ from those estimates under different assumptions or conditions. Material estimates are utilized in the valuation of real estate inventories, valuation of deferred tax assets, analysis of goodwill impairment, valuation of equity-based compensation, valuation of preferred stock issuances, capitalization of costs, consolidation of variable interest entities, fair value of debt instruments and warranty reserves.

Reclassifications

Certain amounts in the prior year consolidated financial statements have been reclassified to the current year presentation. For the nine months ended September 30, 2018 and 2017, the Company reclassified $1.2 million and $1.0 million of cash and restricted cash in its consolidated statement of cash flows as a result of the adoption of Accounting Standards Update 2016-15. The impact of the reclassifications made to prior year amounts is not material and did not affect net loss.

Recently Adopted Accounting Standards

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 of ASU 2014-09 for one year, which would make the guidance effective for the Company’s first fiscal year beginning after December 15, 2017. The Company adopted this

5


 

standard using the modified retrospective method effective January 1, 2018. There were no material adjustments to the financial statements as a result of this adoption. Refer to Note 9 – Revenue for further information regarding revenue from contracts with customers.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 reduces the existing diversity in practice in financial reporting across all industries by clarifying certain existing principles in ASC 230, Statement of Cash Flows, including providing additional guidance on how and what an entity should consider in determining the classification of certain cash flows. Additionally, in November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash (“ASU 2016-18”). ASU 2016-18 clarifies certain existing principles in ASC 230, Statement of Cash Flows, including providing additional guidance related to transfers between cash and restricted cash and how entities present, in their statement of cash flows, the cash receipts and cash payments that directly affect the restricted cash accounts. Both ASU 2016-15 and ASU 2016-18 were adopted for the Company’s fiscal year beginning January 1, 2018. The adoption resulted in presentation reclassification of cash and restricted cash for the nine months ended September 30, 2018 and 2017 of $1.2 million and $1.0 million, respectively, in its consolidated statement of cash flows.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805), Clarifying the Definition of a Business” (“ASU 2017-01”), 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 of 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. ASU 2017-01 is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those periods. ASU 2017-01 was adopted for the Company’s fiscal year beginning January 1, 2018. The adoption of ASU 2017-01 did not have a material effect on our consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718)—Scope of Modification Accounting” (“ASU 2017-09”). The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. ASU 2017-09 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2017. ASU 2017-09 was adopted for the Company’s fiscal year beginning January 1, 2018. The adoption of ASU 2017-09 did not have a material effect on our consolidated financial statements.

Recently Issued Accounting Standards

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the 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 point in the future, (ii) disclose changes in unrealized gains and losses related to 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 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. We do not expect the adoption of this pronouncement to have a material impact on our consolidated financial statements.

In March 2018, the FASB issued ASU 2018-05, “Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118” (“ASU 2018-05”). The Tax Cuts and Jobs Act (the “Act”) changes existing United States tax law and includes numerous provisions that will affect businesses. The Act, for instance, introduces changes that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits. ASC Topic 740 provides accounting and disclosure guidance regarding the recognition of taxes payable or refundable for the current year and the recognition of deferred tax liabilities and deferred tax assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. In accordance with SEC Staff Accounting Bulletin (SAB) 118, entities that elect to record provisional amounts must base them on reasonable estimates and may adjust those amounts for a period of up to a year after the December 22, 2017 enactment date. We do not expect the amendments of ASU 2018-05 to have a material effect on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”), which removes Step 2 from the goodwill impairment test and replaces the qualitative assessment. Impairment will be measured using the difference between the carrying amount and the fair value of the reporting unit. Under this revised guidance, failing Step 1 will always result in a goodwill impairment. The amendments in this update should be applied prospectively for annual and interim periods in fiscal years beginning after December 15, 2019. Early adoption is permitted for goodwill impairment tests with measurement dates after January 1, 2017. We do not expect the adoption of ASU 2017-04 to have a material effect on our consolidated financial statements.

6


 

In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”). 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 of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The FASB subsequently issued ASU 2018-10 and ASU 2018-11 in July 2018, which provide clarifications and improvements to ASU 2016-02. ASU 2018-11 also provides the optional transition method which will allow companies to apply the new lease standard at the adoption date instead of at the earliest comparative period presented. 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.

We assessed other accounting pronouncements issued or effective during the three and nine months ended September 30, 2018 and deemed they were not applicable to us and are not anticipated to have a material effect on our consolidated financial statements.

2. TRADE RECEIVABLES & TRADE RECEIVABLES – RELATED PARTIES

Trade receivables include amounts due from real estate services, asset management, commercial development, home sales transactions and amounts due from related parties with whom we have service arrangements. There is no allowance for doubtful accounts recorded.

 

 

 

September 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Trade

 

$

739

 

 

$

432

 

Due from settlement attorneys

 

 

1,634

 

 

 

 

Other

 

 

107

 

 

 

59

 

 

 

$

2,480

 

 

$

491

 

 

As of September 30, 2018 and December 31, 2017, the Company had $1.6 million and $0.1 million, respectively, of receivables from related parties, primarily related to initial AMA.

 

3. REAL ESTATE INVENTORIES

After impairments and write-offs, real estate held for development and sale consists of the following:

 

 

 

September 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Land and land development costs

 

$

13,672

 

 

$

24,304

 

Cost of construction (including capitalized interest and real estate

   taxes)

 

 

13,363

 

 

 

20,407

 

 

 

$

27,035

 

 

$

44,711

 

 

As a result of our impairment analysis, for the three and nine months ended September 30, 2018, the Company expensed $1.4 and $2.1 million, respectively, of feasibility, site securing, predevelopment, design, carry costs and related costs for four of its communities in the Washington, D.C. metropolitan area due to unsuccessful negotiations and market conditions. There were no impairment charges recorded during the three and nine months ended September 30, 2017.

4. NOTE RECEIVABLE

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. This note bears a fixed interest rate of 6% per annum. As of September 30, 2018, and December 31, 2017, the outstanding balance of the note was $37 and $66, respectively, and is included within ‘Other assets’ in the accompanying consolidated balance sheets. Interest income, which is included in ‘Other income, net’ in the consolidated statements of operations, for the three and nine months ended September 30, 2018 was $0 and $2, respectively. For the three and nine months ended September 30, 2017, interest income was $1 and $4, respectively.

5. GOODWILL & INTANGIBLES

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 has its

7


 

principal office located in Conshohocken, Pennsylvania, and operates in Maryland, Pennsylvania, New Jersey, and Delaware. Comstock Environmental operates as an environmental services company, providing consulting, remediation, and other environmental services.

Goodwill represents the excess of the acquisition purchase price over the fair value of assets acquired and liabilities assumed, and it is not deductible for income tax purposes. 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. As of September 30, 2018 and December 31, 2017, the balance of goodwill was $1.7 million.

Intangible assets include customer relationships which have an amortization period of four years.

 

 

 

September 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Intangibles

 

 

268

 

 

 

268

 

Less : accumulated amortization

 

 

(81

)

 

 

(31

)

 

 

$

187

 

 

$

237

 

 

As of September 30, 2018, the future estimated amortization expense related to these intangible assets was:

 

 

 

Amortization

 

 

 

Expense

 

2018

 

$

17

 

2019

 

 

67

 

2020

 

 

67

 

2021

 

 

36

 

Total

 

$

187

 

 

6. OTHER ASSETS

Other assets consist of the following:

 

 

 

September 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Bonds and escrow deposits

 

$

628

 

 

$

380

 

Prepaid insurance

 

 

585

 

 

 

486

 

Other

 

 

375

 

 

 

419

 

 

 

 

1,588

 

 

 

1,285

 

Less : accumulated amortization

 

 

(413

)

 

 

(669

)

 

 

$

1,175

 

 

$

616

 

 

7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following:

 

 

 

September 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Trade and accrued payables

 

$

4,243

 

 

$

8,279

 

Warranty

 

 

193

 

 

 

258

 

Customer deposits

 

 

1,494

 

 

 

575

 

Other

 

 

 

 

 

4

 

 

 

$

5,930

 

 

$

9,116

 

 

8. CONTRACT ASSETS AND CONTRACT LIABILITIES

Contract assets consist of unbilled receivables, net, which represent the balance of recoverable costs and accrued profit, comprised principally of revenue recognized on contracts for which billings have not been presented to the customer. Progress

8


 

payment balances in excess of revenue recognized, as well as advance payments received from customers, are classified as deferred contract liabilities on the consolidated balance sheet in the financial statement line item titled “Deferred revenue.” Homebuilding purchase deposits are classified as deferred contract liabilities on the consolidated balance sheet in the financial statement line item titled “Accounts payable and accrued liabilities.”

Contract assets and liabilities consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Contract Assets: Accounts Receivable

 

 

 

 

 

 

 

 

Asset Management

 

$

67

 

 

$

 

Real Estate Services

 

 

672

 

 

 

432

 

Total Contract Assets

 

$

739

 

 

$

432

 

Contract Liabilities: Customer Deposits and Deferred Revenue

 

 

 

 

 

 

 

 

Homebuilding - Customer deposits

 

$

1,494

 

 

$

575

 

Asset Management - Deferred revenue

 

 

2,500

 

 

 

 

Total Contract Liabilities

 

$

3,994

 

 

$

575

 

 

The increases noted for Accounts Receivable - Asset Management and related Deferred Revenue – Asset Management relate to the AMA executed on March 30, 2018 and effective January 2, 2018. See Note 18 – Related Party Transactions for details regarding this transaction.

The Company’s other contract liabilities, that consist of deposits received from customers (“Customer deposits”) on homes not settled, were $1.5 million and $0.6 million as of September 30, 2018 and December 31, 2017, respectively. During the three and nine months ended September 30, 2018, the Company recognized in revenue approximately $0.5 and $0.9 million, respectively, of the customer deposits held as of December 31, 2017.

Refer to Note 2 – Trade Receivables and Note 4 – Note Receivable for complete details regarding amounts due to the Company. Customer deposits are also included in Note 7 – Accounts Payable and Accrued Liabilities.

9. REVENUE

The Company’s revenues consist primarily of 1) buildout of the remaining projects under the homebuilding platform, 2) recurring fees earned under the AMA, 3) property management, and 4) real estate management and consulting services. All of the Company’s revenue streams are U.S. based and substantially all are accounted for as short-term contracts. As such, the performance obligations required to complete contracts have an expected duration of less than one year. As a result, the Company does not disclose the value of unsatisfied performance obligations for contracts in accordance with the optional exemptions related to the disclosure of transaction price allocation under ASC 606. Additionally, incremental costs of obtaining a contract are recognized as an expense when incurred because the amortization period of the asset would have been recognized in one year or less. See Note 22 - Segment Disclosures for further information on the Company’s operating segments and their nature of operations.

9


 

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.

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Revenue by customer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individual customers

 

$

11,497

 

 

$

13,076

 

 

$

27,767

 

 

$

33,375

 

Related party

 

 

2,644

 

 

 

-

 

 

 

8,395

 

 

 

-

 

Commercial

 

 

798

 

 

 

739

 

 

 

1,876

 

 

 

1,228

 

Total Revenue by customer

 

$

14,939

 

 

$

13,815

 

 

$

38,038

 

 

$

34,603

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue by contract type

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed-price

 

$

11,902

 

 

$

13,076

 

 

$

28,172

 

 

$

33,375

 

Cost-plus

 

 

2,462

 

 

 

-

 

 

 

8,213

 

 

 

-

 

Time and Material

 

 

575

 

 

 

739

 

 

 

1,653

 

 

 

1,228

 

Total Revenue by contract type

 

$

14,939

 

 

$

13,815

 

 

$

38,038

 

 

$

34,603

 

 

Revenue and related profits or losses from homebuilding contracts: the sale of residential properties and units, finished lots and land sales is recognized when closing has occurred, full payment has been received by the Company or its settlement attorney, title and possession of the property has transferred to the buyer and we have no significant continuing involvement in the property. These contracts meet the criteria for recognizing revenue at a point in time, when control of the home has been passed to the customer at settlement, cash has been received by the Company or its settlement attorney, and the title of ownership is transferred to the home buyer. As such, these revenues are disaggregated in ‘Individual customers’ and ‘Fixed-price’ in the tables above.

Under the recently executed AMA and the Company’s real estate services contracts, performance obligations are satisfied over time. For performance obligations satisfied over time, the objective is to measure progress in a manner which depicts the performance of transferring control to the customer. As such, the company recognizes revenue over time using the percentage of completion cost-to-cost revenue recognition model, which includes cost-plus and fixed-prices contracts, as this depicts when control of the promised goods and/or services are transferred to the customer. Sales are recognized as the ratio of actual costs of work performed to the estimated costs at completion of the performance obligation (cost-to-cost). As such, these revenues are disaggregated in ‘Related party’ and ‘Cost-plus’ in the tables above.

Other revenue earned from management, consulting and administrative support services provided, which may or may not be covered by a formal contract, are generally time and material based. Revenue from these contracts is recognized as the services are provided. As such, these revenues are disaggregated in ‘Commercial’ and ‘Time and Material’ in the tables above.

10. WARRANTY RESERVE

Warranty reserves for units settled are established to cover potential costs for materials and labor with regard to warranty-type claims expected to arise during the typical one-year warranty period provided by the Company or within 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 with an indemnity and a certificate of insurance prior to receiving payments for their work. Claims relating to workmanship and materials are generally the primary responsibility of the subcontractors and product manufacturers. The Company is following the practical expedient for warranties under ASC 606. 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 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.

10


 

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

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Balance at beginning of period

 

$

206

 

 

$

282

 

 

$

258

 

 

$

288

 

Additions

 

 

30

 

 

 

48

 

 

 

68

 

 

 

144

 

Releases and/or charges incurred

 

 

(43

)

 

 

(58

)

 

 

(133

)

 

 

(160

)

Balance at end of period

 

$

193

 

 

$

272

 

 

$

193

 

 

$

272

 

 

11. CAPITALIZED INTEREST AND REAL ESTATE TAXES

Interest and real estate taxes incurred relating to the development of lots and parcels are capitalized to real estate inventories 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:

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Interest incurred and capitalized

 

$

695

 

 

$

1,063

 

 

$

1,937

 

 

$

3,338

 

Real estate taxes incurred and capitalized

 

 

71

 

 

 

64

 

 

 

237

 

 

 

243

 

Total interest and real estate taxes incurred and capitalized

 

$

766

 

 

$

1,127

 

 

$

2,174

 

 

$

3,581

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expensed as a component of cost of sales

 

$

952

 

 

$

829

 

 

$

2,164

 

 

$

1,838

 

Real estate taxes expensed as a component of cost of sales

 

 

118

 

 

 

66

 

 

 

231

 

 

 

183

 

Interest and real estate taxes expensed as a component of

   cost of sales

 

$

1,070

 

 

$

895

 

 

$

2,395

 

 

$

2,021

 

 

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, 2018, the Company expensed $25 and $73, respectively, of interest from entity level borrowings. The Company did not expense any interest from entity level borrowings for the three and nine months ended September 30, 2017.

Additionally, when a project becomes inactive, 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, 2018, the Company expensed $0 and $61, respectively, of interest and real estate taxes related to inactive projects. For the three and nine months ended September 30, 2017, the Company expensed $16 of interest and real estate taxes.

11


 

12. DEBT

Notes payable consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Construction revolvers

 

$

4,488

 

 

$

7,237

 

Development and acquisition notes

 

 

11,940

 

 

 

9,533

 

Mezzanine notes

 

 

-

 

 

 

3,253

 

Line of credit

 

 

12

 

 

 

2,123

 

Secured - other

 

 

961

 

 

 

1,069

 

Total secured notes

 

 

17,401

 

 

 

23,215

 

Unsecured financing, net of unamortized deferred financing

   charges of $6 and $55, respectively

 

 

718

 

 

 

1,285

 

Notes payable- due to affiliates, unsecured, net of $0.9 million

   and $2.0 million discount and unamortized deferred

   financing charges, respectively

 

 

4,869

 

 

 

14,893

 

Total notes payable

 

$

22,988

 

 

$

39,393

 

 

As of September 30, 2018, maturities and/or curtailment obligations of all borrowings are as follows:

 

2018

 

$

136

 

2019

 

 

15,371

 

2020

 

 

1,985

 

2021

 

 

3,941

 

2022 and thereafter

 

 

1,555

 

Total

 

$

22,988

 

 

As of September 30, 2018, the Company had $0.1 million of its credit facilities and project related loans scheduled to mature during the remainder of 2018. As of November 8, 2018, the Company has successfully extended or repaid all obligations with lenders and it is actively engaging its lenders seeking long term extensions and modifications to the loans where necessary.

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, 2018, and December 31, 2017, the Company had secured construction revolving credit facilities with a maximum loan commitment of $18.5 million and $24.8 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, 2018, and December 31, 2017, the Company had approximately $14.0 million and $17.5 million, respectively, of unused construction loan commitments. The Company had $4.5 million and $7.2 million of outstanding construction borrowings as of September 30, 2018 and December 31, 2017, 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, 2018 and December 31, 2017, the weighted average interest rate on the Company’s outstanding construction revolving facilities was 5.5% and 4.7% per annum, respectively. The construction credit facilities have maturity dates ranging from January 2019 to June 2020, including extensions subject to the Company meeting certain conditions.

As of September 30, 2018, and December 31, 2017, the Company had approximately $30.4 million and $28.5 million, respectively, of aggregate acquisition and development maximum loan commitments of which $11.9 million and $11.6 million, respectively, were outstanding. These loans have maturity dates ranging from January 2019 to July 2021, 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

12


 

4.25% to 5.00% per annum. As of September 30, 2018 and December 31, 2017, the weighted average interest rate was 6.2% and 7.1% per annum, respectively.

During 2018, the Company had a mezzanine loan that is being used to finance the development of the Momentum | Shady Grove project. This mezzanine loan was paid in full prior to June 30, 2018. The maximum principal commitment amount of this loan was $1.1 million, of which $1.2 million of principal and accrued interest was outstanding at December 31, 2017. This financing carried an annual interest rate of 12%, of which 6% was paid monthly with the remaining 6% being accrued and paid at maturity.

During 2018, the Company also had a mezzanine loan that was being used to finance the development of finished lots at its Richmond Station project located in Prince William County, Virginia. This mezzanine loan was paid in full during the three months ended September 30, 2018. The maximum principal commitment amount of this loan was $2.0 million, of which $2.0 million of principal and accrued interest was outstanding at December 31, 2017. This financing carried an annual interest rate of 12% annually.

Line of credit – secured

During 2018, the Company utilized a secured revolving line of credit with a maximum capacity of $3.0 million, which was paid in full during the three months ended September 30, 2018. As of December 31, 2017, $2.1 million was outstanding under this revolving line of credit. This line of credit was 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 used this line of credit to finance the predevelopment related expenses and deposits for current and future projects and carried a variable interest rate tied to a one-month LIBOR plus 3.25% per annum, with an interest rate floor of 5.0%. At December 31, 2017, the interest rate was 5.00%. This line of credit also called for the Company to adhere to financial covenants such as minimum net worth and minimum liquidity, measured quarterly and minimum EBITDA, as defined in the agreement, measured on a twelve-month basis.

Additionally, during the 2018, the Company opened a secured line of credit, with a maximum capacity of $0.2 million. Interest charged on this line of credit is based on the prime rate plus 2.50%. As of September 30, 2018, there was $12 thousand of principal and interest outstanding on this line of credit, and the interest rate was 6.75%.

Other – secured

As of September 30, 2018 and December 31, 2017, the Company had one secured loan related to Comstock Environmental. The loan was used to finance the acquisition of Comstock Environmental, and carries a fixed interest rate of 6.0%, with a maturity date of October 17, 2022. At September 30, 2018 and December 31, 2017, this financing had an outstanding balance of $0.9 million and $1.1 million, respectively. This financing is secured by the assets of Comstock Environmental and is guaranteed by our Chief Executive Officer.

Unsecured financing

As of September 30, 2018, and December 31, 2017, the Company had $0.1 million and $0.6 million, respectively, in outstanding balances under a 10-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, 2018 and December 31, 2017, the interest rate was 4.4% and 3.6% 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, 2018 and December 31, 2017, the Company had one unsecured seller-financed promissory note with an outstanding balance of $0.6 million. This financing carries an annual interest rate of LIBOR plus 3% and has a maturity date of July 17, 2022. At September 30, 2018 and December 31, 2017, the interest rate was 5.8% and 4.6%, respectively. Additionally, as of December 31, 2017, the Company had another unsecured seller-financed promissory note, which was paid in full during the three months ended September 30, 2018. As of December 31, 2017, $0.1 million was outstanding. This financing carried an annual interest rate of the prime rate plus 5%. At December 31, 2017, the interest rate was 9.5%.

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.

13


 

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 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 Company is the administrative manager of CGF but does not own any membership interests. The Company had approximately $4.9 million and $11.3 million of outstanding borrowings and accrued interest under the CGF loan, net of discounts, as of September 30, 2018 and December 31, 2017, respectively. As of September 30, 2018, and December 31, 2017, the interest rate was 10.0% and 11.9% per annum, respectively. The maturity date for the CGF loan is April 16, 2019.

For the three and nine months ended September 30, 2018, the Company made interest payments of $0.2 million and $0.5 million, respectively. For the three and nine months ended September 30, 2017, the Company made interest payments of $0.1 million and $0.9 million, respectively.

During the three and nine months ended September 30, 2018, the Company did not make principal payments to CGF. During the three and nine months ended September 30, 2017, the Company made principal payments to CGF of $1.5 million.

Comstock Growth Fund II

On December 29, 2015, the Company entered into a revolving line of credit promissory note with Comstock Growth Fund II (“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. Effective December 31, 2017, the CGF II loan was extended one year to December 31, 2018. On May 23, 2018, Comstock Holding Companies, Inc. (“Comstock” , “CHCI” or the “Company”) entered into a Note Exchange and Subscription Agreement (the “Note Exchange Agreement”) in which a note (“CGF2 Note”) with an outstanding principal and accrued interest balance of $3.7 million was exchanged for 738,390 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 Growth Fund II, L.C. (“CGF2”), a Company wholly owned by our Chief Executive Officer. The CGF2 Note was cancelled in its entirety effective as of the Effective Date. As a result of the conversion of CGF & CGF2, the Company recognized a gain of $3.7 million, which was recorded in ‘Additional paid-in capital’ in the consolidated balance sheet and an income tax benefit of $0.5 million and $0.9 million, respectively, which was recorded in the consolidated statement of operations for the three and nine months ended September 30, 2018. Refer to Note 14 – Fair Value Disclosures for further information regarding the assumptions and methods utilized in determining the fair value of the Preferred Stock issued. As of December 31, 2017, $3.6 million was outstanding in principal and accrued interest under the CGF II loan.

13. COMMITMENTS AND CONTINGENCIES

Litigation

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, 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.

Letters of credit, performance bonds and compensating balances

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

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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, 2018, and 2017, the Company had $1.0 million and $1.1 million, respectively, in outstanding letters of credit. At September 30, 2018, and 2017, the Company had $4.4 million and $4.0 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, 2018, and December 31, 2017, we had approximately $1.0 million in these escrow accounts, which are included in ‘Restricted cash’ in the accompanying consolidated balance sheets.

14. FAIR VALUE DISCLOSURES

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, and accounts payable 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.

 

 

 

September 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Carrying amount

 

$

22,988

 

 

$

39,393

 

Fair value

 

$

22,614

 

 

$

38,899

 

 

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.

In connection with the CGF I & II conversions discussed in Note 12 – Debt and Note 18 – Related Party Transactions, we issued 2,220,690 shares of Series C Non-Convertible Preferred Stock with a liquidation preference 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 Company recorded these shares based on the fair value calculation on the effective date of the agreement. The Company used various assumptions and inputs such as current market condition and financial position in calculating the fair value of the Series C Preferred Stock by back solving from the Company’s equity value using the option pricing and the probability-weighted expected return models, adjusted for marketability of the Series C Preferred Stock.

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

Resulting from an impairment analysis conducted during the three and nine months ended September 30, 2018, the Company expensed $1.4 million and $2.1 million, respectively, of feasibility, site securing, predevelopment, design, carry costs and related costs for four of its communities in the Washington, D.C. metropolitan area due to unsuccessful negotiations and market conditions. There were no impairment charges recorded during the three and nine months ended September 30, 2017.

15. RESTRICTED STOCK, STOCK OPTIONS AND OTHER STOCK