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DISCONTINUED OPERATIONS
9 Months Ended
Sep. 30, 2015
DISCONTINUED OPERATIONS  
DISCONTINUED OPERATIONS

7. DISCONTINUED OPERATIONS

        We have reflected the lending segment, which was acquired on the Acquisition Date as disclosed in Note 2, as held for sale at September 30, 2015 and December 31, 2014, based on a plan approved by the Board of Directors to sell the lending business that, when completed, will result in the deconsolidation of the lending segment. In connection with our plan, we have expensed transaction costs of $111,000 and $335,000 during the three and nine months ended September 30, 2015, respectively.

        The following is a reconciliation of the carrying amounts of assets and liabilities that are classified as held for sale on the consolidated balance sheets as of September 30, 2015 and December 31, 2014:

                                                                                                                                                                                    

 

 

September 30,
2015

 

December 31,
2014

 

 

 

(in thousands)

 

Assets held for sale

 

 

 

 

 

 

 

Loans receivable, net

 

$

188,248 

 

$

189,052 

 

Cash and cash equivalents

 

 

6,591 

 

 

9,937 

 

Restricted cash

 

 

827 

 

 

916 

 

Accounts receivable and interest receivable, net

 

 

808 

 

 

738 

 

Other intangible assets

 

 

2,957 

 

 

2,957 

 

Other assets

 

 

5,544 

 

 

5,199 

 

​  

​  

​  

​  

Total assets held for sale

 

$

204,975 

 

$

208,799 

 

​  

​  

​  

​  

​  

​  

​  

​  

Liabilities associated with assets held for sale

 

 

 

 

 

 

 

Debt

 

$

38,337 

 

$

41,901 

 

Accounts payable and accrued expenses

 

 

2,484 

 

 

2,709 

 

Other liabilities

 

 

3,521 

 

 

5,181 

 

​  

​  

​  

​  

Total liabilities associated with assets held for sale

 

$

44,342 

 

$

49,791 

 

​  

​  

​  

​  

​  

​  

​  

​  

        Loans receivable, net consist of the following:

                                                                                                                                                                                    

 

 

September 30,
2015

 

December 31,
2014

 

 

 

(in thousands)

 

Commercial mortgage loans

 

$

88,923

 

$

108,864

 

SBA 7(a) loans, subject to secured borrowings

 

 

37,783

 

 

41,328

 

SBA 7(a) loans

 

 

41,431

 

 

38,707

 

Commercial real estate loans

 

 

20,170

 

 

 

​  

​  

​  

​  

Loans receivable

 

 

188,307

 

 

188,899

 

Deferred capitalized costs, net

 

 

215

 

 

292

 

Loan loss reserves

 

 

(274

)

 

(139

)

​  

​  

​  

​  

Net loans receivable

 

$

188,248

 

$

189,052

 

​  

​  

​  

​  

​  

​  

​  

​  

        Commercial Mortgage Loans—Represents loans to small businesses collateralized by first liens on the real estate of the related business.

        SBA 7(a) Loans, Subject to Secured Borrowings—Represents the government guaranteed portion of loans which were sold with the proceeds received from the sale reflected as "secured borrowings—government guaranteed loans." There is no credit risk associated with these loans since the SBA has guaranteed payment of the principal.

        SBA 7(a) Loans—Represents the non-government guaranteed retained portion of loans originated under the SBA 7(a) Program and the government guaranteed portion of loans that have not yet been fully funded or sold.

        Commercial Real Estate Loans—Represents a mezzanine loan secured by an indirect ownership interest in an entity that either directly or indirectly owns parcels of commercial real estate. The loan has a variable interest rate.

        Debt consists of the following:

                                                                                                                                                                                    

 

 

September 30,
2015

 

December 31,
2014

 

 

 

(in thousands)

 

Secured borrowing principal on loans sold for a premium and excess spread—variable rate, reset quarterly, based on prime rate with weighted average coupon rate of 3.91% and 3.92% at September 30, 2015 and December 31, 2014, respectively

 

$

30,545 

 

$

33,654 

 

Secured borrowing principal on loans sold for excess spread—variable rate, reset quarterly, based on prime rate with weighted average coupon rate of 1.58%

 

 

4,982 

 

 

5,085 

 

​  

​  

​  

​  

 

 

 

35,527 

 

 

38,739 

 

Unamortized premiums on loans sold for a premium and excess spread

 

 

2,810 

 

 

3,162 

 

​  

​  

​  

​  

Total secured borrowings—government guaranteed loans

 

$

38,337 

 

$

41,901 

 

​  

​  

​  

​  

​  

​  

​  

​  

        Secured Borrowings—Government Guaranteed Loans—Represents sold SBA 7(a) Program loans which are treated as secured borrowings since the loan sales did not meet the derecognition criteria provided for in ASC 860-30, Secured Borrowing and Collateral. To the extent secured borrowings include cash premiums, these premiums are included in secured borrowings and amortized as a reduction to interest expense over the life of the loan using the effective interest method and fully amortized when the loan is repaid in full.

        Future principal payments on the debt (face value) at September 30, 2015 are as follows:

                                                                                                                                                                                    

Years Ending December 31,

 

Secured
Borrowings
Principal(1)

 

 

 

(in thousands)

 

2015 (Three months ending December 31, 2015)

 

$

1,188 

 

2016

 

 

1,169 

 

2017

 

 

1,208 

 

2018

 

 

1,249 

 

2019

 

 

1,293 

 

Thereafter

 

 

29,420 

 

​  

​  

 

 

$

35,527 

 

​  

​  

​  

​  


 

 

(1)          

Principal payments are generally dependent upon cash flows received from the underlying loans. Our estimate of their repayment is based on scheduled principal payments on the underlying loans. Our estimate will differ from actual amounts to the extent we experience prepayments and/or loan liquidations or charge-offs. No payment is due unless payments are received from the borrowers on the underlying loans.

        The following is the detail of income from operations of assets held for sale classified as discontinued operations on the consolidated statements of operations:

                                                                                                                                                                                    

 

 

Three Months
Ended
September 30,

 

 

 

2015

 

2014

 

 

 

(in thousands)

 

Revenue—Interest and other income

 

$

6,777 

 

$

5,078 

 

​  

​  

​  

​  

Expenses:

 

 

 

 

 

 

 

Interest expense

 

 

230 

 

 

398 

 

Fees to related party(1)

 

 

1,181 

 

 

 

General and administrative(1)

 

 

179 

 

 

1,263 

 

Provision for income taxes

 

 

179 

 

 

112 

 

​  

​  

​  

​  

Total expenses

 

 

1,769 

 

 

1,773 

 

​  

​  

​  

​  

Income from operations of assets held for sale

 

$

5,008 

 

$

3,305 

 

​  

​  

​  

​  

​  

​  

​  

​  


 

 

(1)          

Salaries and related benefits of $1,035,000 were included in general and administrative expense for the three months ended September 30, 2014 while, as a result of the transfer of our employees to an affiliate (see Note 14), such expenses were included in fees to related party for the three months ended September 30, 2015.

                                                                                                                                                                                    

 

 

Nine Months
Ended
September 30,
2015

 

From the
Acquisition Date
through
September 30,
2014

 

 

 

(in thousands)

 

Revenue—Interest and other income

 

$

17,723 

 

$

12,875 

 

​  

​  

​  

​  

Expenses:

 

 

 

 

 

 

 

Interest expense

 

 

651 

 

 

952 

 

Fees to related party(1)

 

 

3,417 

 

 

 

General and administrative(1)

 

 

1,047 

 

 

2,921 

 

Provision for income taxes

 

 

654 

 

 

420 

 

​  

​  

​  

​  

Total expenses

 

 

5,769 

 

 

4,293 

 

​  

​  

​  

​  

Income from operations of assets held for sale

 

$

11,954 

 

$

8,582 

 

​  

​  

​  

​  

​  

​  

​  

​  


 

 

(1)          

Salaries and related benefits of $2,360,000 were included in general and administrative expense for the period from the Acquisition Date through September 30, 2014 while, as a result of the transfer of our employees to an affiliate (see Note 14), such expenses were included in fees to related party for the nine months ended September 30, 2015.