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4. Discontinued Operations
9 Months Ended
Sep. 30, 2016
Discontinued Operations  
3. Discontinued Operations

On November 9, 2015, the Company sold its 49% membership investment in SCSF back to SCSF for $8,000,000 of which $4,000,000 was paid in cash and the balance of which was paid in the form of a secured junior subordinated promissory note of $4,000,000 (the “SCSF Junior Note”). The sale of the investment in SCSF, which was accounted for by the equity method, represents a strategic shift for the Company based on its significance to the Company’s financial condition and results of operations and the major effect it will have on the Company’s operations and financial results and, accordingly, the Company’s share of operating results of the investment are reflected as discontinued operations in the accompanying 2015 statements of operations. The investment was sold for approximately $448,000 less than the carrying value of the investment at November 9, 2015, after adjusting the carrying value of the investment for the Company’s equity in SCSF’s results of operations through such date.

 

The SCSF Junior Note ranks junior in right of payment to up to $5.0 million of subordinated indebtedness incurred by SCSF at the time of the repurchase closing (the “SCSF Senior Debt”). The SCSF Junior Note is secured by a pledge by SCSF’s post-closing members of a number of the outstanding membership interests of SCSF that at all times will equal no less than 49% of the outstanding SCSF membership interests on a fully diluted basis. The SCSF Junior Note matures on November 9, 2020 and bears interest at a rate per year equal to 8% compounding monthly and payable in full at maturity. Interest accrued on the note for the three and nine months ended September 30, 2016 amounted to $85,000 and $249,000, respectively. The SCSF Junior Note does not require any principal amortization before maturity; however, SCSF has the option to prepay the interest or principal without penalty. The SCSF Junior Note contains covenants and events of defaults that are substantially equivalent to those applicable to the SCSF Senior Debt, including covenants restricting debt and lien incurrence by SCS and SCSF; provided that the SCSF Junior Note is subject to customary intercreditor arrangements with the holders of the SCSF Senior Debt. Immediately upon the dissolution, liquidation, termination or expiration of SCSF or SCS, or a change of control of SCSF or SCS, or sale of all or substantially all of their consolidated assets, SCSF is obligated to prepay all of the then outstanding balance of the SCSF Junior Note. The SCSF Junior Note comprises part of the Transferred Receivable and Note described in Note 2.