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DISCONTINUED OPERATIONS
12 Months Ended
Dec. 31, 2017
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 and $675,000 as incurred during the years ended December 31, 2016 and 2015, 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 15). 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 income from operations of assets held for sale classified as discontinued operations on the consolidated statements of operations:

 
Year Ended December 31,
 
2016
 
2015
 
(in thousands)
Revenue - Interest and other income
$
6,389

 
$
14,544

 
 
 
 
Expenses:
 
 
 
Interest expense
1,944

 
132

Fees to related party
550

 
777

General and administrative
42

 
495

Total expenses
2,536

 
1,404

Income from operations of assets held for sale
3,853

 
13,140

Gain on disposition of assets held for sale

 
5,151

Net income from discontinued operations
$
3,853

 
$
18,291



During the year ended December 31, 2017, we sold our five multifamily properties to unrelated third parties. We have assessed the sale of our multifamily properties (Note 3) in accordance with ASC 205-20, Discontinued Operations. In our assessment, we considered, among other factors, the materiality of the revenue, net operating income, and total assets of our multifamily segment for the years ended December 31, 2017, 2016, and 2015. Based on our qualitative and quantitative assessment, we concluded the disposals do not represent a strategic shift that will have a major effect on our operations and financial results and they should not be classified as discontinued operations on our consolidated financial statements.