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Unconsolidated Joint Venture
12 Months Ended
Dec. 31, 2019
Equity Method Investments And Joint Ventures [Abstract]  
Unconsolidated Joint Venture

Note 3. Unconsolidated Joint Venture

On October 1, 2017, the Company closed a digital banking joint venture between Live Oak Banking Company and First Data Corporation ("First Data"). The new company, Apiture, LLC (“Apiture”), combined First Data's and the Bank's digital banking platforms, products, services, and certain human resources used in the creation and delivery of technology solutions for financial institutions. The contributed assets of both the Company and First Data were considered businesses in accordance with relevant accounting standards. At closing both the Bank and First Data received equal voting interests in Apiture in exchange for their respective contributions. As a term of the closing agreements, First Data was entitled to a preference in Apiture's cash earnings from the date of closing through December 31, 2017 and all of 2018, not to exceed $18.0 million and $18.9 million, respectively.

 

This joint venture has been accounted for as an equity method investment. Under the equity method of accounting, the net equity investment of the Bank and the Bank's share of net income or loss from the unconsolidated entity will be reflected in the Company's consolidated balance sheets and the consolidated statements of income.

The estimated fair value of Apiture at the date of the 2017 closing was approximately $150 million. Based on the aforementioned cash earnings preference to First Data during 2017 and 2018, the valuation of equity interests received in exchange for contributions by the two initial investors was unequal. As a consequence of this preference, the initial economic interest in Apiture for First Data was equal to 54.7% or $82.0 million, while the Company's initial economic interest in Apiture was equal to 45.3%, or $68.0 million. As the Company had no carrying amount for its contribution in the formation of Apiture, the transaction on October 1, 2017 resulted in the recognition of a $68.0 million equity method investment included in other assets on the consolidated balance sheet and a one-time pre-tax gain of the same amount reflected in gain on contribution to equity method investment on the consolidated income statement at the date of closing.  The estimated fair value of Apiture and the related initial economic interests of investors were based on a discounted cash flows which are inherently subjective by nature.

As a result of unequal economic interests arising from the cash earnings preference, distribution rights and priorities set forth in the Contribution Agreement differ from what is reflected by the underlying percentage voting interests of First Data and Live Oak. Accordingly, GAAP income (loss) is allocated utilizing the hypothetical liquidation at book value ("HLBV") method.  

Under the HLBV method, we allocate income or loss based on the change in each unitholders’ claim on the net assets of Apiture at period end, after adjusting for any distributions or contributions made during such period. The HLBV method is commonly applied to equity investments where cash distribution percentages vary at different points in time and are not directly linked to an equity holder’s ownership percentage.

The HLBV method is a balance sheet-focused approach. A calculation is prepared at each balance sheet date to determine the amount that unitholders would receive if Apiture were to liquidate all of its assets (at GAAP net book value) and distribute the resulting proceeds to its creditors and unitholders based on the contractually defined liquidation priorities. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is used to derive each unitholder's share of the income (loss) for the period. Due to the stated cash earnings preference to First Data and because the HLBV method incorporates non-cash items such as amortization expense, in any given period, income or loss may be allocated disproportionately to unitholders as compared to their respective ownership percentage in our operating partnership, and net income (loss) attributable to the Bank could be more or less net income than actual cash distributions received and more or less income (loss) than what may be received in the event of an actual liquidation. Additionally, the HLBV method could result in no net income attributable to the Company during a period when Apiture reports net income. The Company recognized $4.4 million in net losses in 2019 and no net income or loss in 2018 and 2017 as a result of its investment in Apiture.

In the third quarter of 2018 Apiture sold additional units, representing 5.24% ownership, to a third-party investor in exchange for cash. As a result of this transaction the Company recognized a $1.1 million gain upon dilution of its investment which is included in the “Other Noninterest Income” line of the 2018 consolidated statement of income.  The Company has evaluated the new and existing partners’ participating rights under Apiture’s governing documents and determined that equity method investment accounting continues to be appropriate.