Equity-Method Investments | 5. Equity-Method Investments As of September 30, 2019 and December 31, 2018, the balances of our Equity-Method Investments were approximately $13.5 million and $9.7 million, respectively, and are as follows: Summit Union Life Holdings, LLC The SUL JV will exist until an event of dissolution occurs, as defined in the limited liability company agreement of the SUL JV (the “SUL LLC Agreement”). Under the SUL LLC Agreement, net operating cash flow of the SUL JV will be distributed monthly, first to the Operating Partnership and Best Years pari passu up to a 9% to 10% annual return, as defined, and thereafter to Best Years 75% and the Operating Partnership 25%. All capital proceeds from the sale of the properties held by the SUL JV, a refinancing or another capital event will be paid first to the Operating Partnership and Best Years pari passu until each has received an amount equal to its accrued but unpaid 9% to 10% return plus its total contribution, and thereafter to Best Years 75% and the Operating Partnership 25%. In April 2015, the Operating Partnership recorded a receivable for approximately $362,000 for distributions that could not be paid prior to the contribution of the original six properties contributed in April 2015 (“JV 2 Properties”) due to cash restrictions related to the loans payable for the contributed JV 2 Properties. As of September 30, 2019 and December 31, 2018, the receivable balance of $184,000 due from the JV 2 properties is included in tenant and other receivables in our condensed consolidated balance sheets. As of September 30, 2019 and December 31, 2018, we had a receivable balance of $0 and $105,000, respectively, included in tenant and other receivables in our condensed consolidated balance sheets from one of the SUL JV properties related to cash retained by the property to be used for additional capital. In April 2019, approximately $54,000 was converted to capital and the remaining balance was refunded to us in cash. As of September 30, 2019 and December 31, 2018, the balance of our equity-method investment related to the SUL JV was approximately $3.3 million and $3.3 million, respectively. Summit Fantasia Holdings, LLC The Fantasia JV will exist until an event of dissolution occurs, as defined in the limited liability company agreement of the Fantasia JV (the “Fantasia LLC Agreement”). Under the Fantasia LLC Agreement, as amended in April 2018, net operating cash flow of the Fantasia JV will be distributed quarterly, first to the Operating Partnership and Fantasia pari passu until each member has received an amount equal to its accrued, but unpaid 8% return, and thereafter 50% to Fantasia and 50% to the Operating Partnership. All capital proceeds from the sale of the properties held by the Fantasia JV, a refinancing or another capital event, will be paid first to the Operating Partnership and Fantasia pari passu until each has received an amount equal to its accrued but unpaid 8% return plus its total capital contribution, and thereafter 50% to Fantasia and 50% to the Operating Partnership. As of September 30, 2019 and December 31, 2018, the balance of our equity-method investment related to the Fantasia JV was approximately $2.0 million and $2.2 million, respectively. Summit Fantasia Holdings II, LLC The Fantasia II JV will exist until an event of dissolution occurs, as defined in the limited liability company agreement of the Fantasia II JV (the “Fantasia II LLC Agreement”). Under the Fantasia II LLC Agreement, net operating cash flow of the Fantasia JV will be distributed quarterly, first to the Operating Partnership and Fantasia pari passu until each member has received an amount equal to its accrued, but unpaid 8% return, and thereafter 70% to Fantasia and 30% to the Operating Partnership. All capital proceeds from the sale of the properties held by the Fantasia II JV, a refinancing or another capital event, will be paid first to the Operating Partnership and Fantasia pari passu until each has received an amount equal to its accrued but unpaid 8% return plus its total capital contribution, and thereafter 70% to Fantasia and 30% to the Operating Partnership. As of September 30, 2019 and December 31, 2018, the balance of our equity-method investment related to the Fantasia II JV was approximately $1.5 million and $1.6 million, respectively. Summit Fantasia Holdings III, LLC The Fantasia III JV will continue until an event of dissolution occurs, as defined in the limited liability company agreement of the Fantasia III JV (the “Fantasia III LLC Agreement”). Under the Fantasia III LLC Agreement, net operating cash flow of the Fantasia III JV will be distributed quarterly, first to the Operating Partnership and Fantasia pari passu until each member has received an amount equal to its accrued, but unpaid 9% return, and thereafter 75% to Fantasia and 25% to the Operating Partnership. All capital proceeds from the sale of the properties held by the Fantasia III JV, a refinancing or another capital event, will be paid first to the Operating Partnership and Fantasia pari passu until each has received an amount equal to its accrued but unpaid 9% return plus its total capital contribution, and thereafter 75% to Fantasia and 25% to the Operating Partnership. As of September 30, 2019 and December 31, 2018, the balance of our equity-method investment related to the Fantasia III JV was approximately $1.7 million and $1.7 million, respectively. Summit Fantasy Pearl Holdings, LLC The FPH JV will continue until an event of dissolution occurs, as defined in the limited liability company agreement of the FPH JV (the “FPH LLC Agreement”). Under the FPH LLC Agreement, net operating cash flow of the FPH JV will be distributed quarterly, first to the members pari passu until each member has received an amount equal to its accrued, but unpaid 9% return, and thereafter 65.25% to Fantasy, 7.5% to Atlantis, 7.25% to Fantasia and 20% to the Operating Partnership. All capital proceeds from the sale of the properties held by the FPH JV, a refinancing or another capital event, will be paid to the members pari passu until each has received an amount equal to its accrued but unpaid 9% return plus its total capital contribution, and thereafter 65.25% to Fantasy, 7.5% to Atlantis, 7.25% to Fantasia, and 20% to the Operating Partnership. As of September 30, 2019 and December 31, 2018, the balance of our equity-method investment related to the FPH JV was approximately $0.5 million and $0.9 million, respectively. Indiana JV The Indiana JV will continue until an event of dissolution occurs, as defined in the Indiana JV Agreement. Under the Indiana JV Agreement, net operating cash flow of the Indiana JV will be distributed monthly to the members pari passu in accordance with their respective capital percentages, and thereafter as defined in the Indiana JV Agreement. As of September 30, 2019, the balance of our equity-method investment related to the Indiana JV was approximately $4.5 million. Distributions from Equity-Method Investments As of September 30, 2019 and December 31, 2018, we have distributions receivable, which is included in tenant and other receivables in our condensed consolidated balance sheets, as follows: September 30, December 31, 2019 2018 SUL JV $ 129,000 $ 168,000 Fantasia JV 180,000 156,000 Fantasia II JV 42,000 52,000 Fantasia III JV 93,000 90,000 FPH JV 37,000 13,000 Indiana JV 128,000 — Total $ 609,000 $ 479,000 For the nine months ended September 30, 2019 and 2018, we have received cash distributions, which are included in our cash flows from operating activities in tenant and other receivables, and cash flows from investing activities, as follows: Nine Months Ended September 30, 2019 Nine Months Ended September 30, 2018 Cash Flow Cash Flow Cash Flow Cash Flow Total Cash from from Total Cash from from Distributions Operating Investing Distributions Operating Investing Received Activities Activities Received Activities Activities SUL JV $ 401,000 $ 155,000 $ 246,000 $ 379,000 $ 140,000 $ 239,000 Fantasia JV — — — 45,000 8,000 37,000 Fantasia II JV 212,000 138,000 74,000 191,000 45,000 146,000 Fantasia III JV 118,000 93,000 25,000 259,000 106,000 153,000 FPH JV 251,000 — 251,000 66,000 22,000 44,000 Indiana JV 226,000 — 226,000 — — — Total $ 1,208,000 $ 386,000 $ 822,000 $ 940,000 $ 321,000 $ 619,000 Acquisition and Asset Management Fees We serve as the manager or operating member of our Equity-Method Investments and provide management services in exchange for fees and reimbursements. As the manager, we are paid an acquisition fee, as defined in the applicable joint venture agreements. Additionally, as the manager or operating member, we are paid an annual asset management fee for managing the properties held by our Equity-Method Investments, as defined in the agreements. For the three months ended September 30, 2019 and 2018, we recorded approximately $0.3 million and $0.2 million, respectively, in acquisition and asset management fees from our Equity-Method Investments. For the nine months ended September 30, 2019 and 2018, we recorded approximately $0.9 million and $0.5 million, respectively, in acquisition and asset management fees from our Equity-Method Investments. |