DISCONTINUED OPERATIONS

12 Months Ended

Dec. 31, 2016

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS

We had reflected the lending segment, which was acquired on the Acquisition Date as disclosed in Note 1, as held for sale commencing in 2014, based on a plan approved by the Board of Directors to sell the lending segment that, when completed, would have resulted in the deconsolidation of the lending segment, which at that time was focused on small business lending in the hospitality industry.  In 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, including our commercial mortgage loans and the SBA 7(a) lending platform.  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 $6,000, $675,000 and $473,000 as incurred during the years ended December 31, 2016, 2015 and 2014, respectively.

On December 17, 2015, pursuant to the modified plan, we sold substantially all of our commercial mortgage loans with a carrying value of $77,121,000 to an unrelated third party and recognized a gain of $5,151,000. In September 2016, we discontinued our efforts to sell the SBA 7(a) lending platform, and the activities related to the SBA 7(a) lending platform have been reclassified to continuing operations for all periods presented.

On December 29, 2016, we sold our commercial real estate lending subsidiary, which was classified as held for sale and had a carrying value of $27,587,000, which was equal to management's estimate of fair value, to a fund managed by an affiliate of CIM Group (Note 16). We did not recognize any gain or loss in connection with the transaction. Management's estimate of fair value was determined with assistance from an independent third party valuation firm. Our gain on sale of our commercial real estate lending subsidiary and our commercial mortgage loans was computed as follows for the years ended December 31, 2016 and 2015, respectively:

	Year Ended December 31,
	2016			2015
	(in thousands)
Proceeds received	$	27,587		$	84,928
Less: Carrying value (1)	(27,587		)	(77,121		)
Gain on sale before transaction costs	—			7,807
Transaction costs (2)	—			(2,656		)
Gain on disposition of assets held for sale	$	—		$	5,151

(1) For commercial mortgage loans sold during the year ended December 31, 2015, includes unamortized acquisition discounts of $15,951,000 as of the date of sale.

(2) Transaction costs for the year ended December 31, 2015 include $1,638,000 paid to CIM SBA Staffing, LLC, an affiliate of CIM Group, for reimbursement of costs in connection with the sale of substantially all of our commercial mortgage loans to an unrelated third party.

The following is the detail of the carrying value of assets and liabilities at the time of sale of our commercial real estate lending subsidiary that was sold in December 2016:

	(in thousands)
Assets (1)
Commercial real estate loans, net	$	52,822
Cash and cash equivalents	821
Restricted cash	1,076
Accounts receivable, net	684
Other assets	23
Total assets held for sale, net	55,426
Liabilities (1)
Debt	25,941
Accounts payable and accrued expenses	503
Other liabilities	1,395
Total liabilities associated with assets held for sale	27,839
Carrying value	$	27,587

(1) Management estimated that the fair value of the assets held for sale and the liabilities associated with assets held for sale approximated their carrying value at the time of the sale. Management's estimate of the fair value of the commercial real estate loans was determined with assistance from an independent third party valuation firm.

The following is the detail of the carrying amounts of assets and liabilities of the components of the lending segment that are classified as held for sale on the consolidated balance sheet as of December 31, 2015:

	(in thousands)
Assets held for sale
Loans receivable, net (1)	$	20,338
Cash and cash equivalents	1,471
Accounts receivable, net	253
Total assets held for sale, net	$	22,062
Liabilities associated with assets held for sale
Debt (2)	$	10,000
Accounts payable and accrued expenses	230
Other liabilities	22
Total liabilities associated with assets held for sale	$	10,252

(1) Represents a commercial real estate loan, subject to secured borrowings, which is 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 had a variable interest rate.

(2) Represents a secured borrowing on a commercial real estate loan with a variable interest rate, reset monthly, based on the 30-day London Interbank Offered Rate ("LIBOR"). The secured borrowing had an interest rate of 9.77% and was repaid in June 2016.

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

					From the Acquisition Date through
	Year Ended December 31,				December 31,
	2016		2015		2014
	(in thousands)
Revenue - Interest and other income	$	6,389	$	14,544	$	12,236
Expenses:
Interest expense	1,944		132		—
Fees to related party (1)	550		777		—
General and administrative (1)	42		495		762
Provision for income taxes	—		—		19
Total expenses	2,536		1,404		781
Income from operations of assets held for sale	3,853		13,140		11,455
Gain on disposition of assets held for sale	—		5,151		—
Net income from discontinued operations	$	3,853	$	18,291	$	11,455

(1) Salaries and related benefits of $664,000 were included in general and administrative expense for the period from the Acquisition Date through December 31, 2014 while, as a result of the transfer of substantially all our lending segment employees to an affiliate (Note 16), such expenses were included in fees to related party for the years ended December 31, 2016 and 2015.