Equity-Method Investments | 5. Equity-Method Investments As of December 31, 2019 and 2018, the balances of our Equity-Method Investments were approximately $13.1 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. In 2017, we received approximately $178,000 to pay down the distribution receivable from two of the JV 2 properties. As of December 31, 2019 and 2018, the receivable of $184,000, due from the JV 2 properties is included in tenant and other receivables on our consolidated balance sheets. As of December 31, 2019 and 2018, we had a receivable balance of $0 and $105,000, respectively, included in tenant and other receivables in our 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 December 31, 2019 and 2018, the balance of our equity-method investment related to the SUL JV was approximately $3.1 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”). In April 2018, we made an additional capital contribution of $1.25 million to the Fantasia JV. As a result of this capital contribution, as of April 27, 2018, the Operating Partnership has a 35% equity investment and each member will receive a distribution of net operating cash flow and capital proceeds of 50% (instead of 70% for Fantasia and 30% for the Operating Partnership) after the Operating Partnership and Fantasia receive their accrued, but unpaid, returns. 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 December 31, 2019 and 2018, the balance of our equity-method investment related to the Fantasia JV was approximately $2.1 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 December 31, 2019 and 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 December 31, 2019 and 2018, the balance of our equity-method investment related to the Fantasia III JV was approximately $1.6 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 December 31, 2019 and 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 On February 28, 2019 we formed a new joint venture (“Indiana JV”), and on March 13, 2019, we entered into a Limited Liability Company Agreement (“Indiana JV Agreement”) through our wholly-owned subsidiary, Summit Indiana, LLC, with two unrelated parties: a real estate holding company and a global institutional asset management firm, both Delaware limited liability companies. We have a 15% membership interest in the Indiana JV. On March 13, 2019, through the Indiana JV, we acquired a 15% interest in 14 skilled nursing facilities, located in Indiana. Indiana JV paid a total aggregate purchase price of approximately $128.7 million for the properties, which was funded through capital contributions from the members of the Indiana JV plus the proceeds from a collateralized loan. The facilities will be operated by and leased to an affiliate of the real estate holding company. 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 December 31, 2019, the balance of our equity-method investment related to the Indiana JV was approximately $4.3 million. Summarized Financial Data for Equity-Method Investments Our Equity-Method Investments are significant equity-method investments in the aggregate. The results of operations of our Equity-Method Investments for the year ending December 31, 2019 are summarized below: Fantasia Fantasia Fantasia FPH Combined SUL JV JV II JV III JV JV Indiana JV Total Revenue $ 18,295,000 $ 3,271,000 $ 3,536,000 $ 7,914,000 $ 3,564,000 $ 9,464,000 $ 46,044,000 Net Operating Income $ 13,972,000 $ 1,488,000 $ 2,859,000 $ 5,908,000 $ 3,052,000 $ 9,451,000 $ 36,730,000 Income from Operations $ 7,851,000 $ 824,000 $ 1,912,000 $ 4,135,000 $ 1,677,000 $ 6,042,000 $ 22,441,000 Net Income $ 1,284,000 $ (315,000) $ 923,000 $ 1,302,000 $ (723,000) $ (516,000) $ 1,955,000 Summit interest in Equity-Method Investments net income $ 128,000 $ (110,000) $ 185,000 $ 130,000 $ (72,000) $ (77,000) $ 184,000 The results of operations of our Equity-Method Investments for the year ending December 31, 2018 are summarized below: Fantasia Fantasia Fantasia FPH Combined SUL JV JV II JV III JV JV Total Revenue $ 16,676,000 $ 2,043,000 $ 3,509,000 $ 7,812,000 $ 3,559,000 $ 33,599,000 Net Operating Income $ 14,226,000 $ 1,769,000 $ 2,844,000 $ 5,911,000 $ 3,052,000 $ 27,802,000 Income from Operations $ 8,110,000 $ 1,009,000 $ 1,922,000 $ 4,135,000 $ 1,707,000 $ 16,883,000 Net Income $ 1,832,000 $ 34,000 $ 459,000 $ 1,358,000 $ 305,000 $ 3,988,000 Summit interest in Equity-Method Investments net income $ 183,000 $ 14,000 $ 92,000 $ 136,000 $ 30,000 $ 455,000 Distributions from Equity-Method Investments As of December 31, 2019 and 2018, we have distributions receivable, which is included in tenant and other receivables in our consolidated balance sheets, as follows: December 31, December 31, 2019 2018 SUL JV $ 97,000 $ 168,000 Fantasia JV 180,000 156,000 Fantasia II JV 48,000 52,000 Fantasia III JV 117,000 90,000 FPH JV 39,000 13,000 Indiana JV 162,000 — Total $ 643,000 $ 479,000 For the years ended December 31, 2019 and 2018, we received cash distributions, which are included in our cash flows from operating activities in the change in tenant and other receivables, and cash flows from investing activities, using the cumulative earnings approach, as follows: Year Ended December 31, 2019 Year Ended December 31, 2018 Total Cash Cash Flow Cash Flow Total Cash Cash Flow Cash Flow Distributions from from Distributions from from Received Operating Investing Received Operating Investing SUL JV $ 548,000 $ 128,000 $ 420,000 $ 494,000 $ 183,000 $ 311,000 Fantasia JV — — — 45,000 14,000 31,000 Fantasia II JV 276,000 185,000 91,000 259,000 92,000 167,000 Fantasia III JV 160,000 130,000 30,000 300,000 136,000 164,000 FPH JV 306,000 — 306,000 85,000 30,000 55,000 Indiana JV 377,000 — 377,000 — — — Total $ 1,667,000 $ 443,000 $ 1,224,000 $ 1,183,000 $ 455,000 $ 728,000 Acquisition and Asset Management Fees We serve as the manager 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 agreements. Additionally, 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 years ended December 31, 2019 and 2018, we recorded approximately $1.2 million and $0.7 million, respectively, in acquisition and asset management fees from our Equity-Method Investments. |