10. DEBT

Notes payable consisted of the following:


	December 31, 2017			December 31, 2016
Construction revolvers	$	7,337		$	6,429
Development and acquisition notes		11,584			16,278
Mezzanine notes		1,244			1,424
Line of credit		2,131			2,929
Secured-other		1,069			—

Total secured notes		23,365			27,060
Deferred financing charges, net of amortization		(150	)		(133	)

Net secured notes		23,215			26,927
Unsecured financing, net of unamortized deferred financing charges of $55 and $121		1,285			911
Notes payable, unsecured, net of $2.0 and $2.1 million discount and unamortized deferred financing charges, respectively		14,893			15,866

Total notes payable	$	39,393		$	43,704

As of December 31, 2017, maturities of our borrowings are as follows:


2018	$	33,510
2019		4,080
2020		124
2021		—
2022 and thereafter		1,679

Total	$	39,393

We are in active discussions with our lenders with respect to the 2018 maturities and are seeking extensions and modifications to the credit facilities and loans as necessary. See Note 22 for further discussion on repayments and extensions subsequent to December 31, 2017.

Construction, development and mezzanine debt—secured

The Company enters into secured acquisition and development loan agreements 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 December 31, 2017 and 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 homebuilding 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 December 31, 2017 and 2016, the Company had approximately $17.5 million and $20.2 million, respectively, of unused loan commitments. The Company had $7.3 million and $6.4 million of outstanding construction borrowings as of December 31, 2017 and 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 December 31, 2017 and 2016, the weighted average interest rate on the Company’s outstanding construction revolving facility was 4.7% and 4.6%, respectively. The secured debt facilities have maturity dates ranging from January 2018 to February 2019, including extensions subject to certain conditions. Subsequent to year end, during the first quarter of 2018, $7.4 million of the outstanding construction revolving credit facilities at December 31, 2017 matured therefore, the Company secured extensions for these facilities. See Note 22 for further discussions on the extensions.

As of December 31, 2017 and 2016, the Company had approximately $28.5 million and $27.8 million, respectively, of aggregate acquisition and development maximum loan commitments of which $11.6 million and $16.3 million, respectively, was outstanding. The acquisition and development loans have maturity dates ranging from January 2018 to March 2019, including auto extension subject to certain conditions and bear interest at a rate based on LIBOR and Prime Rate pricing options, with interest rate floors ranging from 4.5% to 12.0%. As of December 31, 2017 and 2016, the weighted average interest rates were 7.1% per annum and 5.2% per annum, respectively.

During 2017 and 2016, 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 and $1.4 million, respectively, of principal and accrued interest was outstanding at December 31, 2017 and 2016. 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 June 30, 2018 and is guaranteed by the Company and our Chief Executive Officer.

Line of credit – secured

At December 31, 2017 and 2016, the Company had a secured revolving line of credit amounting to $3.0 million, of which $2.1 million and $2.9 million was outstanding at December 31, 2017 and 2016, respectively. 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 is used to finance the predevelopment related expenses and deposits for current and future projects. This line of credit bears a variable interest rate tied to one-month LIBOR plus 3.25% per annum, with an interest rate floor of 5.0%. At December 31, 2017 and 2016, the interest rate was 5.00%. This line of credit also calls 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. The Company obtained a waiver from the financial institution for not meeting the minimum EBITDA measure and the minimum liquidity requirement as of December 31, 2017, but was in compliance with the minimum net worth requirement as dictated by the line of credit agreement as of December 31, 2017. This line of credit is guaranteed by our Chief Executive Officer. This line of credit matures on June 30, 2018.

Secured – other

As of December 31, 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.

Unsecured notes

At December 31, 2017 and December 31, 2016, the Company had $0.6 million and $1.0 million, respectively, outstanding to a bank under a 10-year unsecured note maturing December 28, 2018. Interest is charged on this financing at LIBOR plus 2.2%. At December 31, 2017 and 2016, the interest rate was 3.6% and 2.9%, respectively. The Company is required to make monthly principal and interest payments through maturity.

As of December 31, 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 December 31, 2017, the interest rate was 9.5%. The second note, resulting from the newly created entity, JK, on July 17, 2017, has an outstanding balance of $0.6 million as of December 31, 2017. This financing carries an annual interest rate of LIBOR plus 3% and has a maturity date of July 17, 2022. At December 31, 2017, the interest rate was 4.56%. See Note 7 for further discussion of the business acquisition.

Notes payable to affiliate—unsecured

Comstock Growth Fund

On October 17, 2014, Comstock Growth Fund (“CGF”) entered into a subscription agreement with Comstock Development Services (“CDS”), pursuant to which CDS purchased membership interests in CGF for a principal amount of $10.0 million (the “CGF Private Placement”). Other purchasers who subsequently 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.

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 $25.0 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 Company is the administrative manager of CGF but does not own any membership interests. The Company had approximately $11.3 million and $12.6 million of outstanding borrowings under the CGF loan, net of discounts, as of December 31, 2017 and 2016, respectively. As of December 31, 2017, and 2016, the interest rate was 11.9% and 10.4% per annum, respectively. For the years ended December 31, 2017 and 2016, the Company made interest payments of $1.5 million and $1.6 million, respectively. During the years ended December 31, 2017 and 2016, the Company made principal payments to CGF of $1.5 million and $1.6 million, respectively. Subsequent to year end, the Company secured an extension on the CGF loan, providing for a new maturity date of April 16, 2019. See Note 22 for further discussion on the extension.

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. 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. On December 29, 2017, the CGF II loan was extended one year to December 29, 2018. As of December 31, 2017 and December 31, 2016, $3.6 million and $3.3 million, respectively, was outstanding in principal and accrued interest under the CGF II loan.