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DISCONTINUED OPERATIONS
3 Months Ended
Mar. 31, 2016
DISCONTINUED OPERATIONS  
DISCONTINUED OPERATIONS

6. DISCONTINUED OPERATIONS

        We have reflected the lending segment, which was acquired on the Acquisition Date, as held for sale at March 31, 2016 and December 31, 2015, based on a plan approved by the Board of Directors to sell the lending segment that, when completed, will result in the deconsolidation of the lending segment. During July 2015, to maximize value, we modified our strategy from a strategy of selling the lending segment as a whole to a strategy of soliciting buyers for components of the business. This change in the sale methodology resulted in the need to extend the period to complete the sale of the lending segment beyond one year. In connection with our plan, we have expensed transaction costs of $9,000 and $163,000 as incurred during the three months ended March 31, 2016 and 2015, respectively.

        In December 2015, pursuant to the modified plan, we sold substantially all of our commercial mortgage loans to an unrelated third party and recognized a gain of $5,151,000. We are continuing our efforts and are actively soliciting the sale of the remainder of the lending segment.

        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 March 31, 2016 and December 31, 2015:

                                                                                                                                                                                    

 

 

March 31,
2016

 

December 31,
2015

 

 

 

(in thousands)

 

Assets held for sale

 

 

 

 

 

 

 

Loans receivable, net

 

$

126,726 

 

$

103,440 

 

Cash and cash equivalents

 

 

13,347 

 

 

15,936 

 

Restricted cash

 

 

1,869 

 

 

819 

 

Accounts receivable and interest receivable, net

 

 

1,060 

 

 

691 

 

Other intangible assets

 

 

2,957 

 

 

2,957 

 

Other assets

 

 

4,968 

 

 

5,149 

 

​  

​  

​  

​  

Total assets held for sale, net

 

$

150,927 

 

$

128,992 

 

​  

​  

​  

​  

​  

​  

​  

​  

Liabilities associated with assets held for sale

 

 

 

 

 

 

 

Debt

 

$

55,446 

 

$

47,121 

 

Accounts payable and accrued expenses

 

 

2,843 

 

 

2,302 

 

Other liabilities

 

 

5,203 

 

 

3,317 

 

​  

​  

​  

​  

Total liabilities associated with assets held for sale

 

$

63,492 

 

$

52,740 

 

​  

​  

​  

​  

​  

​  

​  

​  

        Loans receivable, net consist of the following:

                                                                                                                                                                                    

 

 

March 31,
2016

 

December 31,
2015

 

 

 

(in thousands)

 

Commercial mortgage loans

 

$

2,834

 

$

3,511

 

SBA 7(a) loans, subject to secured borrowings

 

 

35,062

 

 

36,574

 

SBA 7(a) loans

 

 

48,077

 

 

43,096

 

Commercial real estate loans, subject to secured borrowings

 

 

40,794

 

 

20,408

 

​  

​  

​  

​  

Loans receivable

 

 

126,767

 

 

103,589

 

Deferred capitalized costs, net

 

 

241

 

 

406

 

Loan loss reserves

 

 

(282

)

 

(555

)

​  

​  

​  

​  

Loans receivable, net

 

$

126,726

 

$

103,440

 

​  

​  

​  

​  

​  

​  

​  

​  

        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, Subject to Secured Borrowings—Represents mezzanine loans secured by an indirect ownership interest in entities that either directly or indirectly own parcels of commercial real estate. These loans have a variable interest rate.

        Debt consists of the following:

                                                                                                                                                                                    

 

 

March 31,
2016

 

December 31,
2015

 

 

 

(in thousands)

 

Secured Borrowings—Government Guaranteed Loans:

 

 

 

 

 

 

 

Secured borrowing principal on SBA 7(a) loans sold for a premium and excess spread—variable rate, reset quarterly, based on prime rate with weighted average coupon rate of 3.95% and 3.90% at March 31, 2016 and December 31, 2015, respectively

 

$

28,138 

 

$

29,481 

 

Secured borrowing principal on loans sold for excess spread—variable rate, reset quarterly, based on prime rate with weighted average coupon rate of 1.83% and 1.58% at March 31, 2016 and December 31, 2015, respectively

 

 

4,909 

 

 

4,947 

 

​  

​  

​  

​  

Total Secured Borrowings—Government Guaranteed Loans

 

 

33,047 

 

 

34,428 

 

Secured Borrowings—Commercial Real Estate Loans:

 

 


 

 

 


 

 

Secured borrowings based on 49% of the principal on commercial real estate loans with variable interest rates, reset monthly, based on 30-day LIBOR with weighted average coupon rate of 11.19% and 9.77% at March 31, 2016 and December 31, 2015, respectively

 

 

19,989 

 

 

10,000 

 

​  

​  

​  

​  

Total Secured Borrowings—Commercial Real Estate Loans

 

 

19,989 

 

 

10,000 

 

​  

​  

​  

​  

Unamortized premiums and discounts, net

 

 

2,410 

 

 

2,693 

 

​  

​  

​  

​  

Total Secured Borrowings

 

$

55,446 

 

$

47,121 

 

​  

​  

​  

​  

​  

​  

​  

​  

        Secured Borrowings—Represents sold 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 are for government guaranteed loans, they may include cash premiums which 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 our lending segment debt (face value) at March 31, 2016 are as follows:

                                                                                                                                                                                    

Years Ending December 31,

 

Secured
Borrowings
Principal(1)

 

 

 

(in thousands)

 

2016 (Nine months ending December 31, 2016)

 

$

2,051 

 

2017

 

 

11,111 

 

2018

 

 

11,092 

 

2019

 

 

1,168 

 

2020

 

 

1,212 

 

Thereafter

 

 

26,402 

 

​  

​  

 

 

$

53,036 

 

​  

​  

​  

​  


 

 

(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
March 31,

 

 

 

2016

 

2015

 

 

 

(in thousands)

 

Revenue—Interest and other income

 

$

3,342 

 

$

5,178 

 

​  

​  

​  

​  

Expenses:

 

 

 

 

 

 

 

Interest expense

 

 

477 

 

 

301 

 

Fees to related party

 

 

1,062 

 

 

1,143 

 

General and administrative

 

 

184 

 

 

574 

 

Provision for income taxes

 

 

190 

 

 

198 

 

​  

​  

​  

​  

Total expenses

 

 

1,913 

 

 

2,216 

 

​  

​  

​  

​  

Income from operations of assets held for sale

 

$

1,429 

 

$

2,962 

 

​  

​  

​  

​  

​  

​  

​  

​