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Note 4 - Investment in Affiliate
3 Months Ended
Mar. 31, 2020
Notes to Financial Statements  
Equity Method Investments and Joint Ventures Disclosure [Text Block]
4
.
Investment in Affiliate
 
On
March 19, 2019,
the Company entered into subscription agreements with HC Realty, pursuant to which it purchased (i)
200,000
shares of HC Realty’s
10.00%
Series B Cumulative Convertible Preferred Stock (the “Series B Stock”) for an aggregate purchase price of
$2,000,000
and (ii)
300,000
shares of HC Realty’s common stock for an aggregate purchase price of
$3,000,000.
Certain investors affiliated with HPCM purchased an additional
850,000
shares of Series B Stock for an aggregate purchase price of
$8,500,000.
While some of these investors have other investments with HPCM, each of these investors made a separate and direct investment in HC Realty and HPCM does
not
receive management fees, performance fees, or any other economic benefits with respect to these investors’ investment in HC Realty’s Series B Stock.
 
The Series B Stock is
not
deemed to be in-substance common stock and is accounted for using the measurement alternative for equity investments with
no
readily determinable fair value. The Series B Stock will be reported at cost, adjusted for impairments or any observable price changes in ordinary transactions with identical or similar investments issued by HC Realty.
 
The following table summarizes the Company’s investment in HC Realty as of
March 31, 2020
and
December 31, 2019 (
in thousands):
 
   
Ownership %
 
Investment in Affiliate
Balance
 
Loss recorded in
the Statements
of Operations (b)
 
                         
For the Three
Months Ended
March 31,
 
   
March 31,
2020
 
December 31,
2019
 
March 31,
2020
   
December 31,
2019
 
2020
   
2019
 
                                       
HC Realty Series B Stock (a)
 
7.7%
 
7.9%
  $
2,000
    $
2,000
  $
-
    $
-
 
HC Realty common stock
 
8.3%
 
8.5%
   
2,256
     
2,405
   
(108
)    
(19
)
Total
 
16.0%
 
16.4%
 
$
4,256
    $
4,405
 
$
(108
)
  $
(19
)
 
 
 
(a)
Represents investments in shares of HC Realty preferred stock with a basis of
$2
million. Each share of preferred stock can be converted into
one
share of HC Realty common stock at a conversion price equal to the lesser of
$9.10
per share or the fair market value per share of HC Realty common stock, subject to adjustment upon the occurrence of certain events.
 
(b)
Loss from these investments is included in “Loss from affiliate” in the statement of operations. Since HC Realty is a Real Estate Investment Trust and
not
a taxable entity, the loss is
not
reported net of taxes.
 
The Company’s investment in HC Realty common stock is accounted for under the equity method of accounting. The company determined that accounting for under the equity method was appropriate even though the Company owns less than
20%
of the fully diluted shares outstanding because the Company holds significant influence of HC Realty.