Hammer max_faces screwing up

Hammer is now complaining that the map has too many faces. Which is BS because I checked and my map is well within limits:
7903 brushes
49334 faces
1482 point entities
1367 solid entities
545 unique textures

I am currently nodraw-ing several outer faces to reduce the count, but so far it is not working.
Any advice.

You should post the compile log

Here:
Due to the circustances I only executed vbsp.

** Executing…
** Command: “C:\Program Files\Steam\steamapps\common\Half-Life 2\bin\vbsp.exe”
** Parameters: -game “C:\Program Files\Steam\steamapps\common\Half-Life 2\hl1” “C:\Program Files\Steam\steamapps\common\Half-Life 2\hl1\maps\gm_black_mesa_sector_c.vmf”

Valve Software - vbsp.exe (May 15 2014)
2 threads
materialPath: C:\Program Files\Steam\steamapps\common\Half-Life 2\hl1\materials
Loading C:\Program Files\Steam\steamapps\common\Half-Life 2\hl1\maps\gm_black_mesa_sector_c.vmf
ConVarRef mat_reduceparticles doesn’t point to an existing ConVar
***need to set $abovewater for material dev/dev_water2_cheap
***need to set $abovewater for material dev/dev_water2_cheap
Brush 305823: MAX_MAP_BRUSHSIDES
Side 2
Texture: HALFLIFE/{RAIL1C

** Executing…
** Command: Copy File
** Parameters: “C:\Program Files\Steam\steamapps\common\Half-Life 2\hl1\maps\gm_black_mesa_sector_c.bsp” “C:\Program Files\Steam\steamapps\common\GarrysMod\garrysmod\maps\gm_black_mesa_sector_c.bsp”

I know about that. I even re-read it before I came here.
I told you its not my problem. I am under the face limit, and all the map solids are simple. It should not generate that many collision faces.
Sigh. I will keep nodraw-ing faces and see if that helps.