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5. Investment in Unconsolidated Subsidiary
9 Months Ended
Sep. 30, 2014
Notes  
5. Investment in Unconsolidated Subsidiary

5.  INVESTMENT IN UNCONSOLIDATED SUBSIDIARIES

 

Limestone, LLC

 

Effective March 5, 2014, the Company consummated a Membership Interest Purchase Agreement providing for the purchase from Connie Brogdon, spouse of Christopher Brodgon, President and Director of the Company, for nominal consideration ($10), a 25% membership interest in Limestone Assisted Living, LLC (“Limestone LLC”).  The remaining 75% membership interest in Limestone LLC is owned by Connie Brogdon (5%) and unaffiliated third parties (70%).  The Company also extended a loan to Limestone LLC as described in Note 7.

 

The Company records this investment using the equity method since the Company has the ability to exercise significant influence, but not control, over Limestone LLC.  Under the equity method, the Company has recorded the initial investment at cost and will adjust the carrying amount to reflect the Company’s share of the earnings or losses of Limestone LLC.  For the three and nine months ended September 30, 2014, the Company’s share of losses of Limestone LLC were $22,731 and $38,156, respectively.  As a result, the Company reduced its investment in Limestone LLC to zero.  U.S. GAAP requires equity method losses that exceed the investment balance to reduce the basis of other investments the Company has with Limestone LLC.  As such, the Company has reduced the basis of its note receivable from Limestone LLC by $38,146.

 

Limestone LLC owns 100% of the Limestone Assisted Living Facility, a 42-bed, 22,189 square foot assisted living facility located in Gainesville, Georgia.  There is senior secured bond debt in the approximate amount of $3.7 million in addition to the loan described in Note 7.

 

GL Nursing, LLC

 

Effective September 16, 2014, the Company acquired a 44.5% membership interest in GL Nursing, LLC which owns the real property and improvements known as the Golden Years Manor Nursing Home located in Lonoke, Arkansas.  The purchase price for the 44.5% membership interest was 175,245 shares of the Company’s common stock valued at $1.00 per share.  The Company accounts for this investment under the equity method of accounting as it has the ability to exercise significant influence on GL Nursing, LLC.  For the three and nine months ended September 30, 2014, the Company’s share of income from GL Nursing, LLC was $655.