Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 09, 2024 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 000-52566 | |
Entity Registrant Name | SUMMIT HEALTHCARE REIT, INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 73-1721791 | |
Entity Address, Address Line One | 23382 MILL CREEK DRIVE, SUITE 125, | |
Entity Address, City or Town | LAGUNA HILLS | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92653 | |
City Area Code | 800 | |
Local Phone Number | 978-8136 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 23,027,978 | |
Entity Central Index Key | 0001310383 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
No Trading Symbol Flag | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
ASSETS | ||
Cash and cash equivalents | $ 6,480,000 | $ 10,997,000 |
Restricted cash | 3,130,000 | 3,186,000 |
Real estate properties, net (Note 14) | 58,065,000 | 156,966,000 |
Intangible lease assets, net (Note 14) | 1,213,000 | 11,653,000 |
Tenant and other receivables, net | 4,373,000 | 2,590,000 |
Other assets, net | 1,505,000 | 1,552,000 |
Equity-method investments | 1,576,000 | 2,852,000 |
Contract assets associated with GA8 Properties (Note 14) | 126,061,000 | |
Total assets | 202,403,000 | 189,796,000 |
LIABILITIES AND EQUITY (DEFICIT) | ||
Accounts payable and accrued liabilities | 5,242,000 | 7,038,000 |
Accrued interest associated with GA8 Properties (Note 14) | 2,782,000 | 1,041,000 |
Security deposits (Note 14) | 837,000 | 3,705,000 |
Loans payable, net of debt issuance costs | 56,860,000 | 56,179,000 |
Loans payable associated with GA8 Properties (Note 14) | 123,280,000 | 123,750,000 |
Total liabilities | 189,001,000 | 191,713,000 |
Commitments and contingencies | ||
Stockholders' Equity (Deficit) | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding at March 31, 2024 and December 31, 2023 | ||
Common stock, $0.001 par value; 290,000,000 shares authorized; 23,027,978 shares issued and outstanding at March 31, 2024 and December 31, 2023 | 23,000 | 23,000 |
Additional paid-in capital | 116,485,000 | 116,473,000 |
Accumulated deficit | (103,232,000) | (118,535,000) |
Total stockholders' equity (deficit) | 13,276,000 | (2,039,000) |
Noncontrolling interests | 126,000 | 122,000 |
Total equity (deficit) | 13,402,000 | (1,917,000) |
Total liabilities and equity | $ 202,403,000 | $ 189,796,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 290,000,000 | 290,000,000 |
Common stock, shares issued | 23,027,978 | 23,027,978 |
Common stock, shares outstanding | 23,027,978 | 23,027,978 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues: | ||
Total rental revenues | $ 3,935,000 | $ 5,366,000 |
Resident fees and services | 1,700,000 | 1,369,000 |
Asset management fees | 96,000 | 147,000 |
Total operating revenue | 5,731,000 | 6,882,000 |
Expenses: | ||
Property operating costs | 535,000 | 806,000 |
Resident costs | 1,378,000 | 1,211,000 |
General and administrative | 1,132,000 | 1,104,000 |
Depreciation and amortization | 1,462,000 | 1,809,000 |
Total operating expenses | 4,507,000 | 4,930,000 |
Gain on derecognition associated with GA8 Properties | (17,698,000) | |
Operating income | 18,922,000 | 1,952,000 |
Income from equity-method investees | 725,000 | 125,000 |
Other income | 98,000 | 96,000 |
Interest expense | (1,014,000) | (1,028,000) |
Interest expense associated with GA8 Properties | (3,406,000) | (3,104,000) |
Net income (loss) | 15,325,000 | (1,959,000) |
Noncontrolling interests' share in net (income) loss | (22,000) | (17,000) |
Net income (loss) applicable to common stockholders | $ 15,303,000 | $ (1,976,000) |
Basic and diluted: | ||
Basic, Net income (loss) applicable to common stockholders | $ 0.67 | $ (0.09) |
Diluted, Net income (loss) applicable to common stockholders | $ 0.67 | $ (0.09) |
Weighted average shares used to calculate earnings per common share: | ||
Basic | 23,027,978 | 23,027,978 |
Diluted | 23,027,978 | 23,027,978 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders' Equity (Deficit) | Noncontrolling Interests | Total |
Balance at the beginning at Dec. 31, 2022 | $ 23,000 | $ 116,432,000 | $ (93,734,000) | $ 22,721,000 | $ 177,000 | $ 22,898,000 |
Balance at the beginning (in shares) at Dec. 31, 2022 | 23,027,978 | |||||
Stock-based compensation | $ 0 | 7,000 | 0 | 7,000 | 0 | 7,000 |
Distributions paid to noncontrolling interests | 0 | 0 | 0 | 0 | (17,000) | (17,000) |
Net (loss) income | 0 | 0 | (1,976,000) | (1,976,000) | 17,000 | (1,959,000) |
Balance at the ending at Mar. 31, 2023 | $ 23,000 | 116,439,000 | (95,710,000) | 20,752,000 | 177,000 | 20,929,000 |
Balance at the ending (in shares) at Mar. 31, 2023 | 23,027,978 | |||||
Balance at the beginning at Dec. 31, 2023 | $ 23,000 | 116,473,000 | (118,535,000) | (2,039,000) | 122,000 | (1,917,000) |
Balance at the beginning (in shares) at Dec. 31, 2023 | 23,027,978 | |||||
Stock-based compensation | $ 0 | 12,000 | 0 | 12,000 | 0 | 12,000 |
Distributions paid to noncontrolling interests | 0 | 0 | 0 | 0 | (18,000) | (18,000) |
Net (loss) income | 0 | 0 | 15,303,000 | 15,303,000 | 22,000 | 15,325,000 |
Balance at the ending at Mar. 31, 2024 | $ 23,000 | $ 116,485,000 | $ (103,232,000) | $ 13,276,000 | $ 126,000 | $ 13,402,000 |
Balance at the ending (in shares) at Mar. 31, 2024 | 23,027,978 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 15,325,000 | $ (1,959,000) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Amortization of debt issuance costs | 187,000 | 228,000 |
Depreciation and amortization | 1,462,000 | 1,809,000 |
Amortization of above-market lease intangible | 21,000 | 16,000 |
Straight-line rents | (65,000) | (303,000) |
Stock-based compensation expense | 12,000 | 7,000 |
Income from equity-method investees | (725,000) | (125,000) |
Gain on derecognition associated with GA8 Properties | (17,698,000) | |
Change in operating assets and liabilities, net of derecognition of assets: | ||
Tenant and other receivables, net | 284,000 | 251,000 |
Other assets, net | (22,000) | 17,000 |
Accounts payable and accrued liabilities | 796,000 | 597,000 |
Security deposits | (280,000) | |
Net cash (used in) provided by operating activities | (703,000) | 538,000 |
Cash flows from investing activities: | ||
Reduction of cash from derecognition of assets associated with GA8 Properties | (3,084,000) | |
Additions to real estate and other assets | (2,000) | (145,000) |
Investment in equity-method investees | (156,000) | |
Distributions received from equity-method investees | 115,000 | |
Net cash used in investing activities | (3,086,000) | (186,000) |
Cash flows from financing activities: | ||
Payments of loans payable | (766,000) | (284,000) |
Distributions paid to noncontrolling interests | (18,000) | (17,000) |
Deferred financing costs | (4,000) | |
Net cash used in financing activities | (784,000) | (305,000) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (4,573,000) | 47,000 |
Cash, cash equivalents and restricted cash - beginning of period | 14,183,000 | 14,163,000 |
Cash, cash equivalents and restricted cash - end of period | 9,610,000 | 14,210,000 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 2,928,000 | $ 3,795,000 |
Derecognition of assets associated with GA8 Properties (Note 14) | ||
Real estate properties, net | 97,637,000 | |
Intangible lease assets, net | 10,250,000 | |
Other assets | 12,000 | |
Accounts payable and accrued liabilities | (821,000) | |
Write off of deferred financing costs | 790,000 | |
Security deposits | $ (2,589,000) |
Organization
Organization | 3 Months Ended |
Mar. 31, 2024 | |
Organization | |
Organization | 1. Organization Summit Healthcare REIT, Inc. (“Summit”) is a real estate investment trust that owns 100% of 14 properties (eight of which were derecognized in March 2024 and are included in contract assets associated with GA8 Properties (see Note 14)), 95.3% of four properties, and four unconsolidated equity-method investments with interests ranging from 10% - 20% that hold an aggregate of 30 properties. As used in these notes, the “Company”, “we”, “us” and “our” refer to Summit and its consolidated subsidiaries, including but not limited to Summit Healthcare Operating Partnership, L.P. (the “Operating Partnership”), except where the context otherwise requires. We conduct substantially all of our operations through the Operating Partnership, which is a Delaware limited partnership. We own a 99.88% general partner interest in the Operating Partnership, and Cornerstone Realty Advisors, LLC (“CRA”), a former affiliate, owns a 0.12% limited partnership interest. Summit and the Operating Partnership are managed and operated as one entity, and Summit has no significant assets other than its investment in the Operating Partnership. Summit, as the general partner of the Operating Partnership, controls the Operating Partnership and consolidates the assets, liabilities, and results of operations of the Operating Partnership. Cornerstone Healthcare Partners LLC – Consolidated Joint Venture We own 95% of Cornerstone Healthcare Partners LLC (“CHP LLC”), which was formed in 2012, and the remaining 5% noncontrolling interest is owned by Cornerstone Healthcare Real Estate Fund, Inc. (“CHREF”), an affiliate of CRA. CHP LLC is consolidated within our condensed consolidated financial statements and owns four properties (the “JV Properties”) with another partially owned subsidiary. As of March 31, 2024 and December 31, 2023, we own a 95.3% interest in the four JV Properties, and CHREF owns a 4.7% interest. Summit Union Life Holdings, LLC – Equity-Method Investment In April 2015, through our Operating Partnership, we entered into a limited liability company agreement with Best Years, LLC (“Best Years”), an unrelated entity and a U.S.-based affiliate of Union Life Insurance Co, Ltd. (a Chinese corporation), and formed Summit Union Life Holdings, LLC (the “SUL JV”). The SUL JV is not consolidated in our condensed consolidated financial statements and is accounted for under the equity-method in our condensed consolidated financial statements. As of March 31, 2024, we have a 10% interest in the SUL JV which owns 14 properties as of March 31, 2024 and as of December 31, 2023, owned 15 properties. Summit Fantasia Holdings II, LLC – Equity-Method Investment In December 2016, through our Operating Partnership, we entered into a limited liability company agreement with Fantasia, and formed Summit Fantasia Holdings II, LLC (the “Fantasia II JV”). The Fantasia II JV is not consolidated in our condensed consolidated financial statements and is accounted for under the equity-method in our condensed consolidated financial statements. As of March 31, 2024 and December 31, 2023, we have a 20% interest in the Fantasia II JV which owns two properties. Summit Fantasia Holdings III, LLC– Equity-Method Investment In July 2017, through our Operating Partnership, we entered into a limited liability company agreement with Fantasia and formed Summit Fantasia Holdings III, LLC (the “Fantasia III JV”). The Fantasia III JV is not consolidated in our condensed consolidated financial statements and is accounted for under the equity-method in our condensed consolidated financial statements. As of March 31, 2024 and December 31, 2023, we have a 10% interest in the Fantasia III JV which owns eight properties. See Note 15 for further information. Summit Fantasy Pearl Holdings, LLC– Equity-Method Investment In October 2017, through our Operating Partnership, we entered into a limited liability company agreement with Fantasia, Atlantis Senior Living 9, LLC, a Delaware limited liability company (“Atlantis”), and Fantasy Pearl LLC, a Delaware limited liability company (“Fantasy”), and formed Summit Fantasy Pearl Holdings, LLC (the “FPH JV”). The FPH JV is not consolidated in our condensed consolidated financial statements and is accounted for under the equity-method in our condensed consolidated financial statements. As of March 31, 2024 and December 31, 2023, we have a 10% interest in the FPH JV which owns six properties. Taxable REIT Subsidiaries Summit Healthcare Asset Management, LLC Summit Healthcare Asset Management, LLC (“SAM TRS”) is our wholly-owned taxable REIT subsidiary (“TRS”). We serve as the manager of the SUL JV, Fantasia I JV (through July 2, 2023), Fantasia II JV, Fantasia III JV, and FPH JV (collectively, our “Equity-Method Investments”), and provide management services in exchange for fees and reimbursements. All asset management fees earned by us are paid to SAM TRS and expenses incurred by us, as the manager, are reimbursed from SAM TRS. See Notes 5 and 7 for further information. SHOP TRS LLC SHOP TRS LLC (“SHOP TRS”) is our wholly-owned taxable REIT subsidiary that is the sole member for two of our operated properties which are the lessees for our two respective 100% owned real estate properties and the operated properties operations are consolidated in our condensed consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies For more information regarding our significant accounting policies and estimates, please refer to “Summary of Significant Accounting Policies” contained in the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”) on April 16, 2024. The accompanying condensed consolidated balance sheet at December 31, 2023 has been derived from the audited consolidated financial statements at that date. We assume that users of these condensed consolidated financial statements have read or have access to the audited December 31, 2023 consolidated financial statements and contained in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 16, 2024 and that the adequacy of additional disclosure needed for a fair presentation, except in regard to material contingencies, may be determined in that context. Accordingly, footnotes and other disclosures which would substantially duplicate those contained in our most recent Annual Report on Form 10-K for the year ended December 31, 2023 have been omitted in this report. Principles of Consolidation and Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, the Operating Partnership and its consolidated companies and are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. The accompanying financial information reflects all adjustments, which are, in the opinion of management, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. Interim results of operations are not necessarily indicative of the results to be expected for the full year. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Reclassifications Certain line items on the December 31, 2023 condensed consolidated balance sheet for loans payable and accounts payable and accrued liabilities and on condensed consolidated statement of operations for interest expense for the three months ended March 31, 2023 have been reclassified to conform to the current period presentation. See Note 14. Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown on the condensed consolidated statements of cash flows. March 31, December 31, 2024 2023 Cash and cash equivalents $ 6,480,000 $ 10,997,000 Restricted cash 3,130,000 3,186,000 Total cash, cash equivalents, and restricted cash shown on the condensed consolidated statements of cash flows $ 9,610,000 $ 14,183,000 |
Investments in Real Estate Prop
Investments in Real Estate Properties | 3 Months Ended |
Mar. 31, 2024 | |
Investments in Real Estate Properties | |
Investments in Real Estate Properties | 3. Investments in Real Estate Properties As of March 31, 2024 and December 31, 2023, the table below includes our 10 real estate properties held by our consolidated subsidiaries, 8 of which are 100% leased to the tenants of the related facilities and two are each 100% leased to an affiliated subsidiary. As of March 31, 2024, the table below excludes our eight derecognized real estate properties (see Note 14) and as of March 31, 2024 and December 31, 2023, excludes the 30 and 31 properties, respectively, owned by our unconsolidated Equity-Method Investments. March 31, December 31, 2024 2023 Land $ 8,530,000 $ 14,905,000 Buildings and improvements 64,266,000 157,875,000 Less: accumulated depreciation (15,256,000) (20,439,000) Buildings and improvements, net 49,010,000 137,436,000 Furniture and fixtures 5,103,000 12,106,000 Less: accumulated depreciation (4,578,000) (7,481,000) Furniture and fixtures, net 525,000 4,625,000 Real estate properties, net $ 58,065,000 $ 156,966,000 For the three months ended March 31, 2024 and 2023, depreciation expense (excluding lease intangibles amortization and leasing commission amortization) was approximately $1.3 million and $1.6 million, respectively. CA3 Properties In 2021, we acquired three properties located in California (“CA3 Properties”) and we entered into a first priority $15.0 million mortgage loan collateralized by the CA3 Properties with CIBC Bank, USA (“CIBC”). See table in Note 4 listing loans payable for further information. In February 2024, we entered into a Purchase and Sale Agreement (“PSA”), as amended in April and May 2024 to extend the closing date, to sell the CA3 Properties. The transaction is expected to close in the second quarter of 2024. Either party may terminate the agreement for non-satisfaction or failure of a condition to the obligation of either party to consummate the transaction contemplated by this PSA, unless such matter has been satisfied or waived by the date specified in this PSA or by the closing date. Fantasia I JV Transfer of Interest and Sale On July 3, 2023, the majority member of the Fantasia I JV assigned its 65% interest, for no consideration, to Summit. As such, as of July 2023, Summit owned 100% of Fantasia I JV. The Fantasia I JV consisted of the real estate of Summit Citrus Heights, LLC, a wholly-owned subsidiary (“Summit Citrus Heights”) and the operating assets and liabilities of its associated senior housing facility, Sun Oak Assisted Living (“Sun Oak” or “CH TRS”). Summit Citrus Heights was the sole member of CH TRS LLC, the operating company for Sun Oak. On September 29, 2023, we sold the real estate of Summit Citrus Heights, including the Sun Oak facility. Summary of Properties The following table provides summary information regarding our portfolio (excluding the 30 properties owned by our unconsolidated Equity-Method Investments, our 8 derecognized real estate properties (see Note 14) and the $12.75 million loan from Oxford Finance, LLC (“Oxford”) (see Note 14) with Summit Georgia Holdings LLC, our wholly-owned subsidiary,) as of March 31, 2024: Loans Payable, Excluding Debt Purchase Issuance Property Location Date Purchased Type (1) Price Costs Rivers Edge Rehabilitation and Care (f/k/a Sheridan Care Center) Sheridan, OR August 3, 2012 SNF $ 4,100,000 $ 3,784,000 Fernhill Care Center Portland, OR August 3, 2012 SNF 4,500,000 3,320,000 Friendship Haven Healthcare and Rehabilitation Center Galveston County, TX September 14, 2012 SNF 15,000,000 11,054,000 Pacific Health and Rehabilitation Center Tigard, OR December 24, 2012 SNF 8,140,000 5,534,000 Brookstone of Aledo Aledo, IL July 2, 2013 AL 8,625,000 6,426,000 Sundial Assisted Living Redding, CA December 18, 2013 AL 3,500,000 3,612,000 Pennington Gardens Chandler, AZ July 17, 2017 AL/MC 13,400,000 9,835,000 Yucaipa Hill Post Acute Yucaipa, CA July 2, 2021 SNF 10,715,000 8,014,000 Creekside Post Acute Yucaipa, CA July 2, 2021 SNF 4,780,000 3,575,000 University Post Acute Mentone, CA July 2, 2021 SNF 4,560,000 3,411,000 Total: $ 77,320,000 $ 58,565,000 (1) SNF is an abbreviation for skilled nursing facility. AL is an abbreviation for assisted living facility. MC is an abbreviation for memory care facility. Future Minimum Lease Payments The future minimum lease payments to be received under our existing tenant operating leases (excluding the 30 properties owned by our unconsolidated Equity-Method Investments, our eight derecognized subsidiaries (see Note 14), and the two intercompany leases between our wholly-owned subsidiaries: Summit Chandler LLC and Pennington Gardens, and HP Redding LLC and Sundial) as of March 31, 2024, for the period from April 1, 2024 to December 31, 2024 and for each of the four following years and thereafter ending December 31 are as follows: Years ending April 1, 2024 to December 31, 2024 $ 4,671,000 2025 6,332,000 2026 6,447,000 2027 6,564,000 2028 5,115,000 Thereafter 28,497,000 $ 57,626,000 Impairment of Real Estate Properties As a result of our ongoing analysis for potential impairment of our investments in real estate, we may be required to adjust the carrying value of certain assets to their estimated fair values, or estimated fair value less selling costs, under certain circumstances. No impairments were recorded during the three months ended March 31, 2024 and 2023. |
Loans Payable
Loans Payable | 3 Months Ended |
Mar. 31, 2024 | |
Loans Payable | |
Loans Payable | 4. Loans Payable As of March 31, 2024 and December 31, 2023, our loans payable consisted of the following: March 31, 2024 December 31, 2023 Loans payable to Lument (formerly ORIX Real Estate Capital, LLC) (insured by HUD) in monthly installments of approximately $183,000, including interest, ranging from a fixed rate of 2.79% to 4.2%, due in September 2039 through April 2055, and collateralized by Sheridan, Fernhill, Pacific Health, Aledo, Sundial and Friendship Haven. $ 33,730,000 $ 33,984,000 Loan payable to Capital One Multifamily Finance, LLC (insured by HUD) in monthly installments of approximately $49,000, including interest at a fixed rate of 4.23%, due in September 2053, and collateralized by Pennington Gardens. 9,835,000 9,877,000 Loan payable to CIBC Bank, USA in monthly installments of approximately of $147,000 including cash collateral fund payments, variable interest rate (9.4% at March 31, 2024 and December 31, 2023), due in July 2024, and, collateralized by Yucaipa Hill Post Acute, Creekside Post Acute and University Post Acute (“CA3 Properties”). See Note 3 for additional information. 15,000,000 15,000,000 58,565,000 58,861,000 Less debt issuance costs (1,705,000) (2,682,000) Total loans payable $ 56,860,000 $ 56,179,000 As of March 31, 2024, we have total debt obligations of approximately $58.6 million that will mature between 2024 and 2055, in addition to the loans payable associated with GA8 Properties discussed below. See Note 3 for loans payable balance for each property. All of the loans payable have certain financial and non-financial covenants, including ratios and financial statement considerations. As of March 31, 2024, we were in compliance with all of our debt covenants except for the GA8 Properties (see below and Note 14 for further information). During the three months ended March 31, 2024 and 2023, we incurred approximately $4.2 million and $3.9 million of interest expense, respectively, including interest expense related to the GA8 Properties and excluding debt issuance costs and amortization. In connection with our loans payable, we incurred debt issuance costs. As of March 31, 2024 and December 31, 2023, the unamortized balance of the debt issuance costs was approximately $1.7 million and $2.7 million, respectively. These debt issuance costs are being amortized over the life of their respective financing agreements using the straight-line basis which approximates the effective interest rate method. For each of the three months ended March 31, 2024 and 2023, $0.2 million of debt issuance costs were amortized and included in interest expense in our condensed consolidated statements of operations. The principal payments due on the loans payable (excluding debt issuance costs and loans payable associated with GA8 Properties) for the period from April 1, 2024 to December 31, 2024 and for each of the four following years and thereafter ending December 31 are as follows: Principal Years Ending Amount April 1, 2024 to December 31, 2024 $ 15,905,000 2025 1,246,000 2026 1,292,000 2027 1,341,000 2028 1,390,000 Thereafter 37,391,000 $ 58,565,000 GA8 Properties In 2021, through our wholly-owned subsidiary and the parent holding company for the GA8 Properties, Summit Georgia Holdings LLC (“GA Holdco”), we acquired eight skilled nursing facilities located in Georgia (collectively, the “GA8 Properties”). The GA8 Properties were financed with a $91.0 million first priority mortgage loan with CIBC collateralized by those properties, a $20.0 million subordinated term loan with Oxford Financing LLC (“Oxford”) collateralized by those properties and a $12.75 million mezzanine loan with Oxford secured by the equity interests of the GA Holdco. During 2023 and as of March 31, 2024, we have been out of compliance with respect to our debt covenants for our GA8 Properties due to the tenants’ EBITDAR (earnings before interest, taxes, depreciation, amortization and rent) default and from our continuing failure to pay the full and timely interest payments due on the mezzanine loan from October 2023 to April 2024, and for the subordinated term loan from January 2024 through April 2024. Oxford had previously agreed to defer a portion of our interest payments on the mezzanine loan for October and November 2023. As of March 31, 2024 and December 31, 2023, the outstanding interest due on the mezzanine loan is approximately $1.1 million and $0.6 million, respectively. As of March 31, 2024 and December 31, 2023, the outstanding interest due on the subordinated term loan is approximately $1.0 million and $0.3 million, respectively. All interest and principal payments to CIBC have been made timely. On March 13, 2024, we received a notice of default from Oxford, dated March 12, 2024, for the mezzanine loan primarily based on the non-compliance noted above, whereby Oxford exercised certain rights, including, their right to act as attorney-in-fact of GA8 HoldCo, and appointed an independent manager over the GA8 Properties, thereby removing the Company as the manager and removing the Company’s voting rights and rights to receive any distributions with respect to such properties. The Oxford notice of default also constitutes an event of default under the GA8 Properties subordinated term loan with Oxford and the first priority mortgage loan with CIBC. On May 7, 2024, we received a notice of default and reservation of rights letter from CIBC. There were no actions taken by this notice. See Note 14 for further information regarding the derecognition of the GA8 Properties and related debt. As of March 31, 2024 and December 31, 2023, loans payable associated with GA8 Properties consisted of the following: March 31, 2024 December 31, 2023 Loan payable to CIBC Bank, USA in monthly installments of approximately $850,000 (including interest and principal) variable interest rate (8.8% at March 31, 2024 and December 31, 2023), due in December 2024, and collateralized by Calhoun Health Center, Maple Ridge Health Care Center, Chatsworth Health Care Center, East Lake Arbor, Fairburn Health Care Center, Grandview Health Care Center, Rosemont at Stone Mountain, and Willowwood Nursing Center & Rehab (“GA8 Properties”). See Note 14 for additional information. 90,530,000 91,000,000 Loan payable to Oxford Finance, LLC in monthly installments of approximately $260,000 (interest only through maturity), variable interest rate (16.4% at March 31, 2024 and December 31, 2023, respectively) due in March 2025, collateralized in second position by the GA8 Properties. See Note 14 for additional information. 20,000,000 20,000,000 Mezzanine Loan payable to Oxford Finance, LLC in monthly installments of approximately $168,000 (interest only through maturity), variable interest rate (16.4% at March 31, 2024 and December 31, 2023, respectively) due in December 2026, secured by the equity interests of our wholly-owned subsidiary, Summit Georgia Holdings LLC, the parent holding company for the GA8 Properties. See Note 14 for additional information. 12,750,000 12,750,000 Total loans payable associated with GA8 Properties $ 123,280,000 $ 123,750,000 HUD-insured loans We have six properties with HUD-insured loans from Lument Capital (formerly ORIX Real Estate Capital, LLC) and one property with a HUD-insured loan from Capital One Multifamily Finance, LLC. See table above listing loans payable for further information. All of the HUD-insured loans are subject to customary representations, warranties and ongoing covenants and agreements with respect to the operation of the facilities, including the provision for certain maintenance and other reserve accounts for property tax, insurance, and capital expenditures, with respect to the facilities all as described in the HUD agreements. These reserves are included in restricted cash in our condensed consolidated balance sheets. Master Letter of Credit Agreement In June 2023, we entered into $1.0 million Master Letter of Credit Agreement with CIBC. As of March 31, 2024, there are no outstanding letters of credit under this agreement. |
Equity-Method Investments
Equity-Method Investments | 3 Months Ended |
Mar. 31, 2024 | |
Equity-Method Investments | |
Equity-Method Investments | 5. Equity-Method Investments As of March 31, 2024 and December 31, 2023, the balances of our Equity-Method Investments were approximately $1.6 million and $2.9 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 is distributed monthly, first to the Operating Partnership and Best Years pari passu pari passu For the three months ended March 31, 2024 and 2023, we invested approximately $0 and $156,000, respectively, related to capital calls for the SUL JV. In March 2024, the SUL JV sold one property for a gain of $7.7 million. We recorded our 10% share of the gain of approximately $0.8 million in income from equity-method investees in the condensed consolidated statements of operations for the three months ended March 31, 2024 and recorded distributions receivable from the sale of approximately $1.9 million, which is included in tenant and other receivables in the condensed consolidated balance sheet as of March 31, 2024. Additionally, in April 2024, we received approximately $1.9 million in cash for the distributions receivable. As of March 31, 2024 and December 31, 2023, the balance of our equity-method investment related to the SUL JV was approximately $0.6 million and $1.8 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”). 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 In June 2023, the tenant for the two properties in the Fantasia II JV filed for receivership. The two properties are currently being operated by the receivership estate in conjunction with a third-party manager under a one-year management agreement. As of March 31, 2024, there has been no termination of the tenant leases and the Fantasia II JV is currently communicating with the receiver regarding ongoing lease terms and payments. The Fantasia II JV has not received any rent payments since May 2023. In September 2023, due to the ongoing issues with the receivership, we determined the fair value of our investment in the Fantasia II JV to be impaired and recorded a $0.5 million impairment charge. However, due to our intention to fund a capital call in 2024, we are recording our share of the Fantasia II JV losses. As of March 31, 2024 and December 31, 2023, due to the losses incurred in the Fantasia II JV, the negative balance of our equity-method investment related to the Fantasia II JV was approximately ($0.2) million and ($0.1) 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 is distributed monthly, first to the Operating Partnership and Fantasia pari passu pari passu On May 1, 2024, the Fantasia III JV sold the eight properties and therefore as of May 2, 2024, we no longer have an equity-method investment in the Fantasia III JV. See Note 15 for further information. As of March 31, 2024 and December 31, 2023, the balance of our equity-method investment related to the Fantasia III JV was approximately $1.2 million. 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 is distributed monthly, first to the members pari passu refinancing or another capital event, will be paid to the members pari passu As of March 31, 2024 and December 31, 2023, the balance of our equity-method investment related to the FPH JV was $0. Distributions from Equity-Method Investments As of March 31, 2024 and December 31, 2023, we have distributions receivable, which are included in tenant and other receivables in our condensed consolidated balance sheets, as follows: March 31, December 31, 2024 2023 SUL JV $ 2,131,000 (1) $ 311,000 Fantasia II JV 30,000 30,000 Fantasia III JV 111,000 87,000 FPH JV 64,000 64,000 Total $ 2,336,000 $ 492,000 (1) Included in the SUL JV distributions receivable are proceeds from the sale of a property in March 2024 for approximately $1.9 million for which the cash was received in April 2024. For the three months ended March 31, 2024 and 2023, 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: Three months Ended March 31, 2024 Three months Ended March 31, 2023 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 $ 159,000 $ 159,000 $ — $ 134,000 $ 42,000 $ 92,000 Fantasia II JV — — — 80,000 57,000 23,000 Fantasia III JV — — — 12,000 12,000 — FPH JV — — — — — — Total $ 159,000 $ 159,000 $ — $ 226,000 $ 111,000 $ 115,000 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 annual asset management fee for managing the properties held by our Equity-Method Investments, as defined in those agreements. For the three months ended March 31, 2024 and 2023, we recorded approximately $0.1 million and $0.2 million, respectively, in asset management fees from our Equity-Method Investments. |
Receivables
Receivables | 3 Months Ended |
Mar. 31, 2024 | |
Receivables | |
Receivables | 6. Receivables Tenant and Other Receivables, Net Tenant and other receivables, net consists of: March 31, December 31, 2024 2023 Straight-line rent receivables $ 1,461,000 $ 1,396,000 Distribution receivables from Equity-Method Investments (see Note 5) 2,336,000 492,000 Asset management fees 230,000 327,000 Other receivables 346,000 375,000 Total $ 4,373,000 $ 2,590,000 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions | |
Related Party Transactions | 7. Related Party Transactions Equity-Method Investments See Notes 5 and 6 for further discussion of distributions and asset management fees related to our Equity-Method Investments. |
Intangible Lease Assets
Intangible Lease Assets | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Lease Assets | |
Intangible Lease Assets | 8. Intangible Lease Assets As of March 31, 2024, the table below includes intangible lease assets related to our consolidated real estate properties and excludes our eight derecognized real estate properties (see Note 14). As of December 31, 2023, the table below includes intangible lease assets related to our consolidated real estate properties. Intangible lease assets are as follows: March 31, December 31, 2024 2023 In-place leases $ 526,000 $ 12,680,000 Less: accumulated amortization (97,000) (1,831,000) In-place leases, net 429,000 10,849,000 Above-market leases 959,000 959,000 Less: accumulated amortization (175,000) (155,000) Above-market leases, net 784,000 804,000 Total intangible lease assets, net $ 1,213,000 $ 11,653,000 For each of the three months ended March 31, 2024 and 2023, amortization expense for intangible lease assets was approximately $0.2 million of which approximately $0.02 million relates to the amortization of above market leases which is included within rental revenues in the accompanying condensed consolidated statements of operations. Expected future amortization of the intangible lease assets as of March 31, 2024, for the period from April 1, 2024 to December 31, 2024 and for each of the four following years and thereafter ending December 31 are as follows: Years ending December 31, April 1, 2024 to December 31, 2024 $ 75,000 2025 99,000 2026 99,000 2027 99,000 2028 99,000 Thereafter 742,000 $ 1,213,000 |
Right of Use (ROU) Asset - Oper
Right of Use (ROU) Asset - Operating | 3 Months Ended |
Mar. 31, 2024 | |
Right of Use (ROU) Asset - Operating | |
Right of Use (ROU) Asset - Operating | 9. Right of Use (ROU) Asset - Operating In November 2022, we entered into an operating lease for office space (“Office Lease”) for a period of sixty-six The Office Lease is classified as an operating lease. A “right to use” or “ROU asset” represents the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Office Lease did not provide an explicit rate of interest; therefore we used an estimated incremental borrowing rate of 5% based on a fully collateralized and fully amortizing loan with a maturity date of the same length as the lease that is based on information available at the commencement date in determining the present value of lease payments. The Office Lease does not contain material residual value guarantees or material restrictive covenants. Supplemental balance sheet information related to the Office Lease are as follows: Component Consolidated Balance Sheet Caption March 31, 2024 December 31, 2023 Right of use asset - operating Other assets, net $ 664,000 $ 698,000 Lease liability - operating Accounts payable and accrued liabilities $ 835,000 $ 877,000 Lease expense is presented as part of continuing operations within general and administrative expenses in the condensed consolidated statements of operations. For the three months ended March 31, 2024 and 2023, we recognized approximately $46,000 and $45,000, respectively, in lease expense. The lease payments are classified within operating activities in the consolidated statements of cash flows. As of March 31, 2024 and 2023, we paid approximately $53,000 and $0, respectively, in lease payments and the weighted average remaining lease term is 4.0 years. Lease payments on the Office Lease for the period from April 1, 2024 to December 31, 2024 and for each of the four following years and thereafter ending December 31 are as follows: Year Lease payments April 1, 2024 to December 31, 2024 $ 158,000 2025 217,000 2026 224,000 2027 231,000 2028 99,000 Total lease payments $ 929,000 Less imputed interest (94,000) Total lease liability $ 835,000 |
Concentration of Risk
Concentration of Risk | 3 Months Ended |
Mar. 31, 2024 | |
Concentration of Risk | |
Concentration of Risk | 10. Concentration of Risk As of March 31, 2024, we owned eight properties in Georgia (see Note 14), four properties in California, three properties in Oregon, one property in Texas, one property in Illinois, and one property in Arizona (excluding the 30 properties held by our Equity-Method Investments). Accordingly, there is a geographic concentration of risk subject to economic conditions in certain states. For the three months ended March 31, 2024, we leased our 16 real estate properties to 14 different tenants under long-term triple net leases, and four of the 14 tenants each represented more than 10% of our rental revenue. For the three months ended March 31, 2023, we leased our 16 real estate properties to 14 different tenants under long-term triple net leases, and three of the 14 tenants each represented more than 10% of our rental revenue. As of March 31, 2024, our GA8 Properties are considered to be a significant asset concentration as the aggregate net assets of the GA8 Properties were greater than 20% of our total assets due to cross-default provisions in the leases. For further information regarding our treatment of the GA8 Properties, see Note 14. |
Fair Value Measurements of Fina
Fair Value Measurements of Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Measurements of Financial Instruments | |
Fair Value Measurements of Financial Instruments | 11. Fair Value Measurements of Financial Instruments Our condensed consolidated balance sheets include the following financial instruments: cash and cash equivalents, restricted cash, tenant and other receivables, certain other assets, accounts payable and accrued liabilities, security deposits and loans payable. With the exception of the loans payable discussed below, we consider the carrying values to approximate fair value (categorized within Level 1 of the fair value hierarchy) for such financial instruments because of the short period of time between origination of the instruments and their expected payment. As of March 31, 2024 and December 31, 2023, the fair value of our HUD-insured loans payable was $36.2 million and $36.4 million, compared to the principal balance (excluding debt discount) of $43.6 million and $43.9 million, respectively. The fair value of loans payable was estimated using lending rates available to us for financial instruments with similar terms and maturities. The fair value of our fixed and variable rate loans payable was estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. As the inputs to our valuation estimate are neither observable in nor supported by market activity, our loans payable are classified as Level 3 liability within the fair value hierarchy. As of March 31, 2024 and December 31, 2023, we believe the carrying amounts of our variable rate loans payable are reasonably estimated at their carrying amounts as there have been minimal changes to the fixed spread portion of interest rates for similar loans observed in the market, and as the variable portion of our interest rates fluctuate with the associated market indices. We believe the fair value of our variable rate mezzanine loan payable, which is currently in default, approximates the carrying amount based on the contractual rights of the mezzanine loan payable holders. As of March 31, 2024 and December 31, 2023, we do not have any significant financial assets or financial liabilities that are measured at fair value on a recurring basis in our condensed consolidated financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies | |
Commitments and Contingencies | 12. Commitments and Contingencies We inspect our properties under a Phase I assessment for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist, we are not currently aware of any environmental liability with respect to the properties that would have a material effect on our consolidated financial condition, results of operations and cash flows. Further, we are not aware of any environmental liability or any unasserted claim or assessment with respect to an environmental liability that we believe would require additional disclosure or the recording of a loss contingency. Our commitments and contingencies include the usual obligations of real estate owners and licensed operators in the normal course of business. In the opinion of management, these matters are not expected to have a material impact on our consolidated financial condition, results of operations and cash flows. We are also subject to contingent losses resulting from litigation against the Company. Legal Proceedings HCRE In September 2015, a bankruptcy petition was filed against Healthcare Real Estate Partners, LLC (“HCRE”) by the investors in Healthcare Real Estate Fund, LLC and Healthcare Real Estate Qualified Purchasers Fund, LLC (collectively, the “Funds”). HCRE did not timely respond to the involuntary petition and the Bankruptcy Court entered an Order of Relief making HCRE a debtor in bankruptcy. As a result, HCRE was removed as manager under the Funds’ operating agreement. Thereafter the Company became the manager of the Funds and purchased the investors’ interests in the Funds for approximately $0.9 million. Following the subsequent dismissal of the involuntary bankruptcy petition filed against it, HCRE filed a motion for attorneys’ fees and damages and a separate complaint for violation of the automatic stay against the petitioning creditors and the Company in the United States Bankruptcy Court of the District of Delaware. The Bankruptcy Court granted a motion to dismiss the complaint for violation of the automatic stay filed jointly by the petitioning creditors and us, and dismissed the complaint with prejudice. HCRE appealed the Bankruptcy Court’s decision to the United States District Court for the District of Delaware which affirmed the Bankruptcy Court’s dismissal of the complaint in a decision dated September 9, 2018. On October 11, 2018, HCRE appealed the District Court’s decision affirming the Bankruptcy Court’s dismissal of the complaint to the United States Court of Appeals for the Third Circuit. On October 22, 2019, the Third Circuit granted HCRE’s appeal, reversing the District Court and holding that HCRE could assert the adversary complaint seeking damages for violation of the automatic stay. The Company filed a Petition for Rehearing on November 5, 2019 asserting that HCRE is not entitled to assert a claim for damages for violation of the automatic stay. This Petition was denied and the mandate was issued sending the matter back to the Bankruptcy Court. The Bankruptcy Court held a status conference on February 4, 2021, and subsequently entered scheduling orders to govern discovery and pretrial matters. The parties filed dispositive motions, including a motion filed by the Company and the petitioning creditors for judgment on the pleadings. On February 4, 2022, the Bankruptcy Court entered an order denying the motion for judgment on the pleadings on the basis that the Bankruptcy Court would consider the points raised therein after trial. The Bankruptcy Court also entered an order denying HCRE’s motion to dismiss certain counterclaims and severing certain other counterclaims asserted by the petitioning creditors and the Company against HCRE on jurisdictional grounds, with the effect that such counterclaims may be pursued in the United States District Court. Trial in the Bankruptcy Court was conducted on January 9 and 10, 2023, with final concluding arguments presented on January 19, 2023. On May 12, 2023, the Court issued an opinion to award the plaintiffs $75,000 for reimbursement of legal fees related to the filing of the involuntary bankruptcy petition plus $517,000 for reimbursement of attorney’s fees related to the stay violation. Several additional motions have been filed and were heard in September 2023. On November 14, 2023, the Bankruptcy Court entered a further Memorandum Opinion, which modified the award for reimbursement of attorneys’ fees for the stay violation from $517,000 to $665,000. The Bankruptcy Court entered an Order and Judgment with respect to the amounts set forth above on May 2, 2024. The Company also filed a notice of appeal with respect to the $664,637 fee award, which appeal remains pending. The Company has also asserted counterclaims against HCRE, which are pending in the Delaware District Court, and which are stayed pending a final determination of the matters addressed in the Bankruptcy Court, including the appeal. Based on the assessment by management, as of March 31, 2024, the Company has accrued $75,000 for the reimbursement of legal fees related to the involuntary petition filing and $0 for the $665,000 in attorney’s fees related to the stay violation as we believe that a loss is currently not probable under Accounting Standards Codification 450, “Contingencies.” Eikanas Dispute On May 15, 2023, the Board of Directors of the Company sent Kent Eikanas, the then-Chief Executive Officer, written notice of various deficiencies in his performance , thereby initiating the 60-day cure period required by Mr. Eikanas’ Amended and Restated Employment Agreement, dated October 19, 2021. On July 14, 2023 (the “Termination Date”), the Board of Directors (the “Board”) of the Company terminated, for cause, Mr. Eikanas from his position as Chief Executive Officer and Secretary of the Company, after Mr. Eikanas was given written notice of and failed to cure various deficiencies in his performance following the expiration of a 60-day cure period. Per the terms of his employment agreement, upon Mr. Eikanas’ termination for cause, Mr. Eikanas is also deemed to have resigned, as of the Termination Date, from all positions with the Company and its subsidiaries, the Board and any boards of directors or managers of any of Company’s subsidiaries and affiliates. On June 5, 2023, Mr. Eikanas filed a lawsuit against the Company in the Superior Court of California for, among other things, wrongful termination and breach of contract, and seeking unspecified monetary damages. On April 8, 2024, Mr. Eikanas amended his Complaint to add additional causes of action and three new defendants – Steven Roush, Board Member; Suzanne Koenig, Board Member; and Elizabeth Pagliarini, Chief Executive Officer and Board Member. Based on the assessment by management, the Company believes that a loss is currently not probable or estimable under ASC 450, “Contingencies”, and as of March 31, 2024, no accrual has been made with regard to the claim. Indemnification and Employment Agreements We have entered into indemnification agreements with certain of our executive officers and directors which indemnify them against all judgments, penalties, fines and amounts paid in settlement and all expenses actually and reasonably incurred by him or her in connection with any proceeding. Management of our Equity-Method Investments As the manager of our Equity-Method Investments, we are responsible for day-to-day management. Additionally, we could be subject to a capital call from our Equity-Method Investments (see Note 5 for capital call activity). |
Equity
Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity | |
Equity | 13. Equity Share-Based Compensation Plans Upon the grant of stock options, we determine the exercise price by using our estimated per-share value, which is calculated by aggregating the estimated fair value of our investments in real estate and the estimated fair value of our other assets, subtracting the book value of our liabilities, utilizing a discount for the fact that the shares are not currently traded on a national securities exchange and a lack of a control premium, and divided the total by the number of our common shares outstanding at the time the options were granted. The fair value of each grant is estimated on the date of grant using the Black-Scholes option-pricing model. Assumptions required by the model include the risk-free interest rate, the expected life of the options, the expected stock price volatility over the expected life of the options, and the expected distribution yield. Compensation expense for employee stock options is recognized ratably over the vesting term. The expected life of the options was based on the simplified method as we do not have sufficient historical exercise data. The risk-free interest rate was based on the U.S. Treasury yield curve at the date of grant using the expected life of the options at the date of grant. Volatility was based on historical volatility of the stock prices for a sample of publicly traded companies with risk profiles similar to ours. The valuation model applied in this calculation utilizes highly subjective assumptions that could potentially change over time, including the expected stock price volatility and the expected life of an option. The following table summarizes our stock options as of March 31, 2024: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Options outstanding at January 1, 2024 1,148,063 $ 2.16 Granted — $ — Exercised — Cancelled/forfeited — Options outstanding at March 31, 2024 1,148,063 $ 2.16 4.54 $ — Options exercisable at March 31, 2024 1,063,257 $ 2.16 4.22 $ — For our outstanding non-vested options as of March 31, 2024, the weighted average grant date fair value per share was $0.91. As of March 31, 2024, we have unrecognized stock-based compensation expense related to unvested stock options which is expected to be recognized as follows: Years Ending December 31, April 1, 2024 to December 31, 2024 $ 37,000 2025 32,000 2026 8,000 $ 77,000 The stock-based compensation expense reported for the three months ended March 31, 2024 and 2023 was approximately $12,000 and $7,000, respectively, and is included in general and administrative expense in the condensed consolidated statements of operations. |
Derecognition of GA8 Properties
Derecognition of GA8 Properties | 3 Months Ended |
Mar. 31, 2024 | |
Derecognition of GA8 Properties | |
Derecognition of GA8 Properties | 14. Derecognition of GA8 Properties As noted in Note 4, on March 13, 2024, we received a notice of default from Oxford, dated March 12, 2024, for events of default under the mezzanine loan, whereby Oxford exercised certain rights as the agent, including, their right to act as attorney-in-fact of Summit Georgia Holdings LLC, and appointed an independent manager over the GA8 Properties, thereby removing Summit as the manager and removing our voting rights and rights to receive any distributions with respect to such properties. As such, the independent manager now has control over all activities of the GA8 Properties and Summit no longer has any control or authority over the properties’ operations or activities. As a result of these actions, Summit derecognized the GA8 Properties as of March 12, 2024, the effective date of when the independent manager took control, and accordingly recognized a gain of $17.7 million which is included in gain on derecognition associated with GA8 Properties in our condensed consolidated statements of operations and recorded a Contract asset of $126.1 million, which represents the liabilities we expect to be released from upon final resolution with the lender in exchange for the transfer of ownership of the GA8 Properties. The loans payable and accrued interest will remain a liability until final resolution with the lender is concluded, and thus, as of March 31, 2024 and 2023, $123.3 million and $123.8 million, respectively, is included in loans payable associated with GA8 Properties and $2.8 million and $1.0 million, respectively, is included in accrued interest associated with GA8 Properties on our condensed consolidated balance sheet. The following assets and property operating liabilities were derecognized from our condensed consolidated balance sheet upon our loss of control of the GA8 Properties: As of March 11, 2024 Real estate properties, net $ 97,637,000 Intangible lease assets, net 10,250,000 Cash and other assets 3,096,000 Property operating liabilities (accrued liabilities, deferred financing costs, and security deposits) (2,620,000) Derecognized assets and liabilities $ 108,363,000 The results of operations included in our condensed consolidated statements of operations from January 1, 2024 through March 11, 2024 (the date of derecognition) and for the three months ended March 31, 2023 are as follows: January 1, 2024 For the Three Months Ending through March 11, 2024 March 31, 2023 Total rental revenue $ 2,083,000 $ 3,623,000 Property operating costs $ 75,000 $ 371,000 Depreciation and amortization $ 929,000 $ 1,307,000 Interest expense $ 3,406,000 $ 3,104,000 Subsequent to March 11, 2024, we will continue accruing interest associated with GA8 Properties and adjusting the contract asset through gain on derecognition of assets with the corresponding changes in loan payable and accrued interest associated with the derecognition of GA8 Properties. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events | |
Subsequent Events | 15. Subsequent Events Fantasia III JV In May 2024, the Fantasia III JV sold their eight properties for $60.0 million. We received approximately $2.1 million in cash from the sale resulting in the winding-up of our equity-method investment and as such, as of May 2, 2024, we no longer have an equity-method investment in the Fantasia III JV. As of March 31, 2024, the balance of our equity-method investment related to the Fantasia III JV was approximately $1.2 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, the Operating Partnership and its consolidated companies and are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. The accompanying financial information reflects all adjustments, which are, in the opinion of management, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. Interim results of operations are not necessarily indicative of the results to be expected for the full year. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. |
Reclassifications | Reclassifications Certain line items on the December 31, 2023 condensed consolidated balance sheet for loans payable and accounts payable and accrued liabilities and on condensed consolidated statement of operations for interest expense for the three months ended March 31, 2023 have been reclassified to conform to the current period presentation. See Note 14. |
Restricted Cash | Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown on the condensed consolidated statements of cash flows. March 31, December 31, 2024 2023 Cash and cash equivalents $ 6,480,000 $ 10,997,000 Restricted cash 3,130,000 3,186,000 Total cash, cash equivalents, and restricted cash shown on the condensed consolidated statements of cash flows $ 9,610,000 $ 14,183,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Schedule of reconciliation of cash, cash equivalents, and restricted cash | March 31, December 31, 2024 2023 Cash and cash equivalents $ 6,480,000 $ 10,997,000 Restricted cash 3,130,000 3,186,000 Total cash, cash equivalents, and restricted cash shown on the condensed consolidated statements of cash flows $ 9,610,000 $ 14,183,000 |
Investments in Real Estate Pr_2
Investments in Real Estate Properties (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investments in Real Estate Properties | |
Schedule of investments in real estate properties | March 31, December 31, 2024 2023 Land $ 8,530,000 $ 14,905,000 Buildings and improvements 64,266,000 157,875,000 Less: accumulated depreciation (15,256,000) (20,439,000) Buildings and improvements, net 49,010,000 137,436,000 Furniture and fixtures 5,103,000 12,106,000 Less: accumulated depreciation (4,578,000) (7,481,000) Furniture and fixtures, net 525,000 4,625,000 Real estate properties, net $ 58,065,000 $ 156,966,000 |
Schedule of real estate properties | The following table provides summary information regarding our portfolio (excluding the 30 properties owned by our unconsolidated Equity-Method Investments, our 8 derecognized real estate properties (see Note 14) and the $12.75 million loan from Oxford Finance, LLC (“Oxford”) (see Note 14) with Summit Georgia Holdings LLC, our wholly-owned subsidiary,) as of March 31, 2024: Loans Payable, Excluding Debt Purchase Issuance Property Location Date Purchased Type (1) Price Costs Rivers Edge Rehabilitation and Care (f/k/a Sheridan Care Center) Sheridan, OR August 3, 2012 SNF $ 4,100,000 $ 3,784,000 Fernhill Care Center Portland, OR August 3, 2012 SNF 4,500,000 3,320,000 Friendship Haven Healthcare and Rehabilitation Center Galveston County, TX September 14, 2012 SNF 15,000,000 11,054,000 Pacific Health and Rehabilitation Center Tigard, OR December 24, 2012 SNF 8,140,000 5,534,000 Brookstone of Aledo Aledo, IL July 2, 2013 AL 8,625,000 6,426,000 Sundial Assisted Living Redding, CA December 18, 2013 AL 3,500,000 3,612,000 Pennington Gardens Chandler, AZ July 17, 2017 AL/MC 13,400,000 9,835,000 Yucaipa Hill Post Acute Yucaipa, CA July 2, 2021 SNF 10,715,000 8,014,000 Creekside Post Acute Yucaipa, CA July 2, 2021 SNF 4,780,000 3,575,000 University Post Acute Mentone, CA July 2, 2021 SNF 4,560,000 3,411,000 Total: $ 77,320,000 $ 58,565,000 (1) SNF is an abbreviation for skilled nursing facility. AL is an abbreviation for assisted living facility. MC is an abbreviation for memory care facility. |
Schedule of future minimum lease payments | Years ending April 1, 2024 to December 31, 2024 $ 4,671,000 2025 6,332,000 2026 6,447,000 2027 6,564,000 2028 5,115,000 Thereafter 28,497,000 $ 57,626,000 |
Loans Payable (Tables)
Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Instrument [Line Items] | |
Schedule of loans payable | March 31, 2024 December 31, 2023 Loans payable to Lument (formerly ORIX Real Estate Capital, LLC) (insured by HUD) in monthly installments of approximately $183,000, including interest, ranging from a fixed rate of 2.79% to 4.2%, due in September 2039 through April 2055, and collateralized by Sheridan, Fernhill, Pacific Health, Aledo, Sundial and Friendship Haven. $ 33,730,000 $ 33,984,000 Loan payable to Capital One Multifamily Finance, LLC (insured by HUD) in monthly installments of approximately $49,000, including interest at a fixed rate of 4.23%, due in September 2053, and collateralized by Pennington Gardens. 9,835,000 9,877,000 Loan payable to CIBC Bank, USA in monthly installments of approximately of $147,000 including cash collateral fund payments, variable interest rate (9.4% at March 31, 2024 and December 31, 2023), due in July 2024, and, collateralized by Yucaipa Hill Post Acute, Creekside Post Acute and University Post Acute (“CA3 Properties”). See Note 3 for additional information. 15,000,000 15,000,000 58,565,000 58,861,000 Less debt issuance costs (1,705,000) (2,682,000) Total loans payable $ 56,860,000 $ 56,179,000 |
Schedule of principal payments due on the loans payable (excluding debt issuance costs) | Principal Years Ending Amount April 1, 2024 to December 31, 2024 $ 15,905,000 2025 1,246,000 2026 1,292,000 2027 1,341,000 2028 1,390,000 Thereafter 37,391,000 $ 58,565,000 |
GA8 Properties | |
Debt Instrument [Line Items] | |
Schedule of loans payable | As of March 31, 2024 and December 31, 2023, loans payable associated with GA8 Properties consisted of the following: March 31, 2024 December 31, 2023 Loan payable to CIBC Bank, USA in monthly installments of approximately $850,000 (including interest and principal) variable interest rate (8.8% at March 31, 2024 and December 31, 2023), due in December 2024, and collateralized by Calhoun Health Center, Maple Ridge Health Care Center, Chatsworth Health Care Center, East Lake Arbor, Fairburn Health Care Center, Grandview Health Care Center, Rosemont at Stone Mountain, and Willowwood Nursing Center & Rehab (“GA8 Properties”). See Note 14 for additional information. 90,530,000 91,000,000 Loan payable to Oxford Finance, LLC in monthly installments of approximately $260,000 (interest only through maturity), variable interest rate (16.4% at March 31, 2024 and December 31, 2023, respectively) due in March 2025, collateralized in second position by the GA8 Properties. See Note 14 for additional information. 20,000,000 20,000,000 Mezzanine Loan payable to Oxford Finance, LLC in monthly installments of approximately $168,000 (interest only through maturity), variable interest rate (16.4% at March 31, 2024 and December 31, 2023, respectively) due in December 2026, secured by the equity interests of our wholly-owned subsidiary, Summit Georgia Holdings LLC, the parent holding company for the GA8 Properties. See Note 14 for additional information. 12,750,000 12,750,000 Total loans payable associated with GA8 Properties $ 123,280,000 $ 123,750,000 |
Equity-Method Investments (Tabl
Equity-Method Investments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity-Method Investments | |
Schedule of distributions receivable | March 31, December 31, 2024 2023 SUL JV $ 2,131,000 (1) $ 311,000 Fantasia II JV 30,000 30,000 Fantasia III JV 111,000 87,000 FPH JV 64,000 64,000 Total $ 2,336,000 $ 492,000 (1) Included in the SUL JV distributions receivable are proceeds from the sale of a property in March 2024 for approximately $1.9 million for which the cash was received in April 2024. |
Schedule of cash distributions | Three months Ended March 31, 2024 Three months Ended March 31, 2023 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 $ 159,000 $ 159,000 $ — $ 134,000 $ 42,000 $ 92,000 Fantasia II JV — — — 80,000 57,000 23,000 Fantasia III JV — — — 12,000 12,000 — FPH JV — — — — — — Total $ 159,000 $ 159,000 $ — $ 226,000 $ 111,000 $ 115,000 |
Receivables (Tables)
Receivables (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Receivables | |
Schedule of tenant and other receivables | March 31, December 31, 2024 2023 Straight-line rent receivables $ 1,461,000 $ 1,396,000 Distribution receivables from Equity-Method Investments (see Note 5) 2,336,000 492,000 Asset management fees 230,000 327,000 Other receivables 346,000 375,000 Total $ 4,373,000 $ 2,590,000 |
Intangible Lease Assets (Tables
Intangible Lease Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Lease Assets | |
Schedule of intangible lease assets | March 31, December 31, 2024 2023 In-place leases $ 526,000 $ 12,680,000 Less: accumulated amortization (97,000) (1,831,000) In-place leases, net 429,000 10,849,000 Above-market leases 959,000 959,000 Less: accumulated amortization (175,000) (155,000) Above-market leases, net 784,000 804,000 Total intangible lease assets, net $ 1,213,000 $ 11,653,000 |
Schedule of expected future amortization of the intangible lease assets | Expected future amortization of the intangible lease assets as of March 31, 2024, for the period from April 1, 2024 to December 31, 2024 and for each of the four following years and thereafter ending December 31 are as follows: Years ending December 31, April 1, 2024 to December 31, 2024 $ 75,000 2025 99,000 2026 99,000 2027 99,000 2028 99,000 Thereafter 742,000 $ 1,213,000 |
Right of Use (ROU) Asset - Op_2
Right of Use (ROU) Asset - Operating (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Right of Use (ROU) Asset - Operating | |
Schedule of supplemental balance sheet information related to the office lease | Component Consolidated Balance Sheet Caption March 31, 2024 December 31, 2023 Right of use asset - operating Other assets, net $ 664,000 $ 698,000 Lease liability - operating Accounts payable and accrued liabilities $ 835,000 $ 877,000 |
Schedule of lease payments on the office lease | Year Lease payments April 1, 2024 to December 31, 2024 $ 158,000 2025 217,000 2026 224,000 2027 231,000 2028 99,000 Total lease payments $ 929,000 Less imputed interest (94,000) Total lease liability $ 835,000 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity | |
Schedule of stock options | Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Options outstanding at January 1, 2024 1,148,063 $ 2.16 Granted — $ — Exercised — Cancelled/forfeited — Options outstanding at March 31, 2024 1,148,063 $ 2.16 4.54 $ — Options exercisable at March 31, 2024 1,063,257 $ 2.16 4.22 $ — |
Schedule of unrecognized stock-based compensation expense | Years Ending December 31, April 1, 2024 to December 31, 2024 $ 37,000 2025 32,000 2026 8,000 $ 77,000 |
Derecognition of GA8 Properti_2
Derecognition of GA8 Properties (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Derecognition of GA8 Properties | |
Schedule of derecognized assets and property operating liabilities of GA8 Properties in condensed consolidated balance sheet | As of March 11, 2024 Real estate properties, net $ 97,637,000 Intangible lease assets, net 10,250,000 Cash and other assets 3,096,000 Property operating liabilities (accrued liabilities, deferred financing costs, and security deposits) (2,620,000) Derecognized assets and liabilities $ 108,363,000 |
Schedule of results of operations included in condensed consolidated statements of operations | January 1, 2024 For the Three Months Ending through March 11, 2024 March 31, 2023 Total rental revenue $ 2,083,000 $ 3,623,000 Property operating costs $ 75,000 $ 371,000 Depreciation and amortization $ 929,000 $ 1,307,000 Interest expense $ 3,406,000 $ 3,104,000 |
Organization (Details)
Organization (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 USD ($) property | Dec. 31, 2023 property | Mar. 31, 2024 property | Mar. 31, 2024 USD ($) | Jul. 31, 2023 | |
Organization | |||||
Number of properties derecognized | 8 | ||||
Number of unconsolidated equity method investments | $ | 4 | ||||
Number of properties owned by our unconsolidated Equity-Method Investments | 30 | 30 | 30 | ||
Minimum [Member] | |||||
Organization | |||||
Percentage of interest in unconsolidated equity method investment | 10% | ||||
Maximum [Member] | |||||
Organization | |||||
Percentage of interest in unconsolidated equity method investment | 20% | ||||
Summit Healthcare REIT, Inc | |||||
Organization | |||||
Percentage of ownership investment | 100% | ||||
Number of owned properties | 14 | ||||
Summit Healthcare Operating Partnership, L.P | |||||
Organization | |||||
Limited partnership interest | 99.88% | ||||
Summit Healthcare Operating Partnership, L.P | Consolidated | |||||
Organization | |||||
Percentage of ownership investment | 100% | ||||
Cornerstone Healthcare Partners LLC | |||||
Organization | |||||
Limited partnership interest | 95% | ||||
Cornerstone Healthcare Real Estate Fund | |||||
Organization | |||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 5% | ||||
JV Properties | |||||
Organization | |||||
Number of owned properties | 4 | 4 | |||
Limited partnership interest | 95.30% | 95.30% | |||
Noncontrolling interest, ownership percentage by noncontrolling owners | 4.70% | 4.70% | |||
Summit Union Life Holdings, LLC | |||||
Organization | |||||
Number of owned properties | 15 | 14 | |||
Limited partnership interest | 10% | ||||
Fantasia III JV | |||||
Organization | |||||
Number of owned properties | 8 | 8 | |||
Limited partnership interest | 10% | 10% | |||
Summit Fantasy Pearl Holdings, LLC | |||||
Organization | |||||
Number of owned properties | 6 | 6 | |||
Limited partnership interest | 10% | 10% | |||
Fantasia II JV | |||||
Organization | |||||
Number of owned properties | 2 | 2 | |||
Limited partnership interest | 20% | 20% | |||
Fantasia JV | Summit Healthcare REIT, Inc | |||||
Organization | |||||
Percentage of ownership investment | 100% | ||||
Cornerstone Realty Advisors, LLC | |||||
Organization | |||||
Limited partnership interest | 0.12% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Summary of Significant Accounting Policies | ||||
Cash and cash equivalents | $ 6,480,000 | $ 10,997,000 | ||
Restricted cash | 3,130,000 | 3,186,000 | ||
Total cash, cash equivalents, and restricted cash shown on the consolidated statements of cash flows | $ 9,610,000 | $ 14,183,000 | $ 14,210,000 | $ 14,163,000 |
Investments in Real Estate Pr_3
Investments in Real Estate Properties - Investments in real estate properties (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Investments in Real Estate Properties | ||
Real estate properties, net | $ 58,065,000 | $ 156,966,000 |
Land | ||
Investments in Real Estate Properties | ||
Real estate properties, net | 8,530,000 | 14,905,000 |
Buildings and improvements | ||
Investments in Real Estate Properties | ||
Real estate properties, gross | 64,266,000 | 157,875,000 |
Less: accumulated depreciation | (15,256,000) | (20,439,000) |
Real estate properties, net | 49,010,000 | 137,436,000 |
Furniture and fixtures | ||
Investments in Real Estate Properties | ||
Real estate properties, gross | 5,103,000 | 12,106,000 |
Less: accumulated depreciation | (4,578,000) | (7,481,000) |
Real estate properties, net | $ 525,000 | $ 4,625,000 |
Investments in Real Estate Pr_4
Investments in Real Estate Properties - Summary information regarding portfolio (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Investments in Real Estate Properties | |
Purchase Price | $ 77,320,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 58,565,000 |
Rivers Edge Rehabilitation and Care (f/k/a) Sheridan Care Center)) | |
Investments in Real Estate Properties | |
Location | Sheridan, OR |
Date Purchased | Aug. 03, 2012 |
Type | SNF |
Purchase Price | $ 4,100,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 3,784,000 |
Fernhill Care Center | |
Investments in Real Estate Properties | |
Location | Portland, OR |
Date Purchased | Aug. 03, 2012 |
Type | SNF |
Purchase Price | $ 4,500,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 3,320,000 |
Friendship Haven Healthcare and Rehabilitation Center | |
Investments in Real Estate Properties | |
Location | Galveston County, TX |
Date Purchased | Sep. 14, 2012 |
Type | SNF |
Purchase Price | $ 15,000,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 11,054,000 |
Pacific Health and Rehabilitation Center | |
Investments in Real Estate Properties | |
Location | Tigard, OR |
Date Purchased | Dec. 24, 2012 |
Type | SNF |
Purchase Price | $ 8,140,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 5,534,000 |
Brookstone of Aledo | |
Investments in Real Estate Properties | |
Location | Aledo, IL |
Date Purchased | Jul. 02, 2013 |
Type | AL |
Purchase Price | $ 8,625,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 6,426,000 |
Sundial Assisted Living | |
Investments in Real Estate Properties | |
Location | Redding, CA |
Date Purchased | Dec. 18, 2013 |
Type | AL |
Purchase Price | $ 3,500,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 3,612,000 |
Pennington Gardens | |
Investments in Real Estate Properties | |
Location | Chandler, AZ |
Date Purchased | Jul. 17, 2017 |
Type | AL/MC |
Purchase Price | $ 13,400,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 9,835,000 |
Yucaipa Hill Post Acute | |
Investments in Real Estate Properties | |
Location | Yucaipa, CA |
Date Purchased | Jul. 02, 2021 |
Type | SNF |
Purchase Price | $ 10,715,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 8,014,000 |
Creekside Post Acute | |
Investments in Real Estate Properties | |
Location | Yucaipa, CA |
Date Purchased | Jul. 02, 2021 |
Type | SNF |
Purchase Price | $ 4,780,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 3,575,000 |
University Post Acute | |
Investments in Real Estate Properties | |
Location | Mentone, CA |
Date Purchased | Jul. 02, 2021 |
Type | SNF |
Purchase Price | $ 4,560,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 3,411,000 |
Investments in Real Estate Pr_5
Investments in Real Estate Properties - Future Minimum Lease Payments (Details) | Mar. 31, 2024 USD ($) |
Investments in Real Estate Properties | |
April 1, 2024 to December 31, 2024 | $ 4,671,000 |
2025 | 6,332,000 |
2026 | 6,447,000 |
2027 | 6,564,000 |
2028 | 5,115,000 |
Thereafter | 28,497,000 |
Future minimum lease payments | $ 57,626,000 |
Investments in Real Estate Pr_6
Investments in Real Estate Properties - Additional information (Details) | 3 Months Ended | 12 Months Ended | ||||
Jul. 03, 2023 USD ($) | Mar. 31, 2024 USD ($) property | Mar. 31, 2023 USD ($) | Dec. 31, 2023 property USD ($) | Jul. 31, 2023 | Dec. 31, 2021 USD ($) property | |
Investments in Real Estate Properties | ||||||
Number of properties owned by our unconsolidated Equity-Method Investments | 30 | 30 | ||||
Depreciation | $ | $ 1,300,000 | $ 1,600,000 | ||||
Number of real estate properties | property | 10 | 10 | ||||
Number of real estate properties leased to related facilities excluding derecognized properties | property | 8 | 8 | ||||
Percentage of leased to the tenants of the related facilities | 100% | 100% | ||||
Number of real estate properties leased to affiliated subsidiary | $ | 2 | 2 | ||||
Percentage of leased to affiliated subsidiary | 100% | 100% | ||||
Number of properties derecognized | property | 8 | |||||
Number of properties owned by our unconsolidated equity-method investments | property | 31 | 31 | ||||
Number of properties held by unconsolidated subsidiaries | $ | 8 | |||||
Impairments | $ | $ 0 | $ 0 | ||||
Summit Healthcare REIT, Inc | ||||||
Investments in Real Estate Properties | ||||||
Equity method investment, ownership percentage | 100% | |||||
Fantasia JV | ||||||
Investments in Real Estate Properties | ||||||
Percentage of ownership interest assigned | 65% | |||||
Consideration for interest assigned | $ | $ 0 | |||||
Fantasia JV | Summit Healthcare REIT, Inc | ||||||
Investments in Real Estate Properties | ||||||
Equity method investment, ownership percentage | 100% | |||||
CA3 Properties | CIBC Bank | ||||||
Investments in Real Estate Properties | ||||||
Number of real estate properties acquired | property | 3 | |||||
Principal amount of loan | $ | $ 15,000,000 | |||||
Summit Georgia Holdings LLC | ||||||
Investments in Real Estate Properties | ||||||
Number of properties derecognized | property | 8 | |||||
Number of properties owned by our unconsolidated equity-method investments | property | 30 | |||||
Principal amount of loan | $ | $ 12,750,000 |
Loans Payable - Debt (Details)
Loans Payable - Debt (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Loans Payable | |||
Total debt obligations | $ 58,565,000 | $ 58,861,000 | |
Less debt issuance costs | (1,705,000) | (2,682,000) | |
Total loans payable | 56,860,000 | 56,179,000 | |
Loans payable associated with GA8 Properties | 123,280,000 | 123,750,000 | $ 123,800,000 |
Loans payable to Lument (formerly ORIX Real Estate Capital, LLC) due in September 2039 through April 2055 | |||
Loans Payable | |||
Total debt obligations | 33,730,000 | 33,984,000 | |
Loans payable to Capital One Multifamily Finance, LLC due in September 2053 | |||
Loans Payable | |||
Total debt obligations | 9,835,000 | 9,877,000 | |
Loans payable to CIBC Bank, USA due in July 2024 | |||
Loans Payable | |||
Total debt obligations | 15,000,000 | 15,000,000 | |
Loans payable to CIBC Bank, USA due in December 2024 | |||
Loans Payable | |||
Loans payable associated with GA8 Properties | 90,530,000 | 91,000,000 | |
Loans payable to Oxford Finance, LLC due in March 2025 | |||
Loans Payable | |||
Loans payable associated with GA8 Properties | 20,000,000 | 20,000,000 | |
Loans payable to Oxford Finance, LLC due in December 2026 | |||
Loans Payable | |||
Loans payable associated with GA8 Properties | $ 12,750,000 | $ 12,750,000 |
Loans Payable - (Parenthetical)
Loans Payable - (Parenthetical) (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Loans payable to Lument (formerly ORIX Real Estate Capital, LLC) due in September 2039 through April 2055 | ||
Loans Payable | ||
Monthly installments | $ 183,000 | $ 183,000 |
Loans payable to Lument (formerly ORIX Real Estate Capital, LLC) due in September 2039 through April 2055 | Minimum | ||
Loans Payable | ||
Fixed rate of interest (in percent) | 2.79% | 2.79% |
Loans payable to Lument (formerly ORIX Real Estate Capital, LLC) due in September 2039 through April 2055 | Maximum | ||
Loans Payable | ||
Fixed rate of interest (in percent) | 4.20% | 4.20% |
Loans payable to Capital One Multifamily Finance, LLC due in September 2053 | ||
Loans Payable | ||
Monthly installments | $ 49,000 | $ 49,000 |
Fixed rate of interest (in percent) | 4.23% | 4.23% |
Loans payable to CIBC Bank, USA due in July 2024 | ||
Loans Payable | ||
Monthly installments | $ 147,000 | $ 147,000 |
Variable interest rate (in percent) | 9.40% | 9.40% |
Loans payable to CIBC Bank, USA due in December 2024 | ||
Loans Payable | ||
Monthly installments | $ 850,000 | $ 850,000 |
Variable interest rate (in percent) | 8.80% | 8.80% |
Loans payable to Oxford Finance, LLC due in March 2025 | ||
Loans Payable | ||
Monthly installments | $ 260,000 | $ 260,000 |
Variable interest rate (in percent) | 16.40% | 16.40% |
Loans payable to Oxford Finance, LLC due in December 2026 | ||
Loans Payable | ||
Monthly installments | $ 168,000 | $ 168,000 |
Variable interest rate (in percent) | 16.40% | 16.40% |
Loans Payable - Maturities of l
Loans Payable - Maturities of long term debt (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Loans Payable | ||
April 1, 2024 to December 31, 2024 | $ 15,905,000 | |
2025 | 1,246,000 | |
2026 | 1,292,000 | |
2027 | 1,341,000 | |
2028 | 1,390,000 | |
Thereafter | 37,391,000 | |
Total | 58,565,000 | |
Total debt obligations | $ 58,565,000 | $ 58,861,000 |
Loans Payable - Additional info
Loans Payable - Additional information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2021 | |
Loans Payable | |||||
Total debt obligations | $ 58,565,000 | $ 58,861,000 | |||
Interest expense (excluding debt issuance costs, amortization and interest expense related to the Oxford mezzanine loan) | 4,200,000 | $ 3,900,000 | |||
Unamortized balance of the debt issuance costs | 1,705,000 | 2,682,000 | |||
Amortization of debt issuance costs | 200,000 | $ 200,000 | |||
Master Letter of Credit Agreement | |||||
Loans Payable | |||||
Amount outstanding | 0 | $ 1,000,000 | |||
CA3 Properties | CIBC Bank | |||||
Loans Payable | |||||
Aggregate amount | $ 15,000,000 | ||||
GA8 Properties | Summit Georgia Holdings LLC | |||||
Loans Payable | |||||
Aggregate amount | 12,750,000 | ||||
Mezzanine Loan [Member] | GA8 Properties | |||||
Loans Payable | |||||
Accrued interest | 1,100,000 | 600,000 | |||
First priority mortgage loan | GA8 Properties | |||||
Loans Payable | |||||
Aggregate amount | 91,000,000 | ||||
Second priority mortgage loan | GA8 Properties | |||||
Loans Payable | |||||
Aggregate amount | $ 20,000,000 | ||||
Loans payable to Oxford Finance, LLC due in December 2026 | |||||
Loans Payable | |||||
Debt instrument, periodic payment | 168,000 | 168,000 | |||
Subordinated term loan | GA8 Properties | |||||
Loans Payable | |||||
Accrued interest | $ 1,000,000 | $ 300,000 |
Equity-Method Investments - Sum
Equity-Method Investments - Summarized Financial Data for Equity-Method Investments (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Equity-Method Investments | |||
Revenue | $ 5,731,000 | $ 6,882,000 | |
Net income | 15,303,000 | (1,976,000) | |
Straight-line rent receivables | 1,461,000 | $ 1,396,000 | |
Income from equity-method investees | 725,000 | 125,000 | |
Equity-method investments | 1,576,000 | $ 2,852,000 | |
Payments to Acquire Equity Method Investments | 156,000 | ||
Income (Loss) from Equity Method Investments | 725,000 | 125,000 | |
SUL JV | |||
Equity-Method Investments | |||
Payments to Acquire Equity Method Investments | 0 | $ 156,000 | |
Loss on sale of real estate | 7,700,000 | ||
SUL JV | |||
Equity-Method Investments | |||
Income from equity-method investees | $ 800,000 | ||
Percentage of interest in annual return | 10% | ||
Income (Loss) from Equity Method Investments | $ 800,000 |
Equity-Method Investments - Dis
Equity-Method Investments - Distributions receivable (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Equity-Method Investments | ||
Distributions receivable | $ 2,336,000 | $ 492,000 |
SUL JV | ||
Equity-Method Investments | ||
Distributions receivable | 2,131,000 | 311,000 |
Fantasia II JV | ||
Equity-Method Investments | ||
Distributions receivable | 30,000 | 30,000 |
Fantasia III JV | ||
Equity-Method Investments | ||
Distributions receivable | 111,000 | 87,000 |
FPH JV | ||
Equity-Method Investments | ||
Distributions receivable | $ 64,000 | $ 64,000 |
Equity-Method Investments - Cas
Equity-Method Investments - Cash Distributions (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Equity-Method Investments | ||
Total Cash Distributions Received | $ 159,000 | $ 226,000 |
Cash Flow from Operating Activities | 159,000 | 111,000 |
Cash Flow from Investing Activities | 115,000 | |
SUL JV | ||
Equity-Method Investments | ||
Total Cash Distributions Received | 159,000 | 134,000 |
Cash Flow from Operating Activities | $ 159,000 | 42,000 |
Cash Flow from Investing Activities | 92,000 | |
Fantasia II JV | ||
Equity-Method Investments | ||
Total Cash Distributions Received | 80,000 | |
Cash Flow from Operating Activities | 57,000 | |
Cash Flow from Investing Activities | 23,000 | |
Fantasia III JV | ||
Equity-Method Investments | ||
Total Cash Distributions Received | 12,000 | |
Cash Flow from Operating Activities | $ 12,000 |
Equity-Method Investments - Add
Equity-Method Investments - Additional information (Details) | 1 Months Ended | 3 Months Ended | ||||
May 31, 2024 USD ($) property | Apr. 30, 2024 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | May 01, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Equity-Method Investments | ||||||
Equity-method investment | $ 1,576,000 | $ 2,852,000 | ||||
Equity method investment, distribution receivable upon sale | 1,900,000 | |||||
Income from equity-method investees | (725,000) | $ (125,000) | ||||
Investment in equity-method investees | (156,000) | |||||
Total proceeds from the sale | $ 1,900,000 | |||||
Subsequent events | ||||||
Equity-Method Investments | ||||||
Return of capital from the sale | $ 1,900,000 | |||||
SUL JV | ||||||
Equity-Method Investments | ||||||
Minimum percentage of interest in annual return | 9% | |||||
Percentage of interest in annual return | 10% | |||||
Income from equity-method investees | $ (800,000) | |||||
Summit Fantasia Holdings II, LLC | ||||||
Equity-Method Investments | ||||||
Impairment loss of related to equity-method investments | 500,000 | |||||
Summit Fantasia Holdings III, LLC | ||||||
Equity-Method Investments | ||||||
Equity-method investment | 1,200,000 | |||||
Summit Fantasia Holdings III, LLC | Subsequent events | ||||||
Equity-Method Investments | ||||||
Return of capital from the sale | $ 2,100,000 | |||||
Summit Fantasia Holdings II, LLC | ||||||
Equity-Method Investments | ||||||
Equity-method investment | 200,000 | |||||
Equity Method Investments | ||||||
Equity-Method Investments | ||||||
Asset management fees | 100,000 | $ 200,000 | ||||
Summit Union Life Holdings, LLC | ||||||
Equity-Method Investments | ||||||
Equity-method investment | $ 600,000 | 1,800,000 | ||||
Summit Union Life Holdings, LLC | Minimum | ||||||
Equity-Method Investments | ||||||
Minimum percentage of interest in annual return | 9% | |||||
Summit Union Life Holdings, LLC | Maximum | ||||||
Equity-Method Investments | ||||||
Percentage of interest in annual return | 10% | |||||
Summit Union Life Holdings, LLC | Operating Partnership | ||||||
Equity-Method Investments | ||||||
Percentage of interest | 25% | |||||
Percentage of interest in capital proceeds from the sale of properties held | 25% | |||||
Summit Union Life Holdings, LLC | Best Years Llc | ||||||
Equity-Method Investments | ||||||
Percentage of interest | 75% | |||||
Percentage of interest in capital proceeds from the sale of properties held | 75% | |||||
Summit Fantasia Holdings II, LLC | ||||||
Equity-Method Investments | ||||||
Equity-method investment | (100,000) | |||||
Percentage of interest in annual return | 8% | |||||
Summit Fantasia Holdings II, LLC | Operating Partnership | ||||||
Equity-Method Investments | ||||||
Percentage of interest in capital proceeds from the sale of properties held | 30% | |||||
Summit Fantasia Holdings II, LLC | Fantasia Investment III LLC | ||||||
Equity-Method Investments | ||||||
Percentage of interest in capital proceeds from the sale of properties held | 70% | |||||
Summit Fantasia Holdings III, LLC | ||||||
Equity-Method Investments | ||||||
Equity-method investment | $ 1,200,000 | 1,200,000 | ||||
Percentage of interest in annual return | 9% | |||||
Summit Fantasia Holdings III, LLC | Subsequent events | ||||||
Equity-Method Investments | ||||||
Number of properties sold | 8 | 8 | ||||
Total proceeds from the sale | $ 60,000,000 | |||||
Summit Fantasia Holdings III, LLC | Operating Partnership | ||||||
Equity-Method Investments | ||||||
Percentage of interest | 25% | |||||
Percentage of interest in capital proceeds from the sale of properties held | 25% | |||||
Summit Fantasia Holdings III, LLC | Fantasia Investment III LLC | ||||||
Equity-Method Investments | ||||||
Percentage of interest | 75% | |||||
Percentage of interest in capital proceeds from the sale of properties held | 75% | |||||
Summit Fantasy Pearl Holdings, LLC | ||||||
Equity-Method Investments | ||||||
Equity-method investment | $ 0 | $ 0 | ||||
Percentage of interest in annual return | 9% | |||||
Summit Fantasy Pearl Holdings, LLC | Operating Partnership | ||||||
Equity-Method Investments | ||||||
Percentage of interest | 20% | |||||
Percentage of interest in capital proceeds from the sale of properties held | 20% | |||||
Summit Fantasy Pearl Holdings, LLC | Fantasia Investment III LLC | ||||||
Equity-Method Investments | ||||||
Percentage of interest | 7.25% | |||||
Percentage of interest in capital proceeds from the sale of properties held | 7.25% | |||||
Summit Fantasy Pearl Holdings, LLC | Summit Fantasy Pearl Holdings, LLC- Equity-Method Investment | ||||||
Equity-Method Investments | ||||||
Percentage of interest | 65.25% | |||||
Percentage of interest in capital proceeds from the sale of properties held | 65.25% | |||||
Summit Fantasy Pearl Holdings, LLC | Atlantis | ||||||
Equity-Method Investments | ||||||
Percentage of interest | 7.50% | |||||
Percentage of interest in capital proceeds from the sale of properties held | 7.50% |
Receivables (Details)
Receivables (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Receivables | ||
Straight-line rent receivables | $ 1,461,000 | $ 1,396,000 |
Distribution receivables from Equity-Method Investments | 2,336,000 | 492,000 |
Asset management fees | 230,000 | 327,000 |
Other receivables | 346,000 | 375,000 |
Total | $ 4,373,000 | $ 2,590,000 |
Intangible Lease Assets (Detail
Intangible Lease Assets (Details) | 3 Months Ended | ||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Intangible Lease Assets | |||
Total intangible lease assets, net | $ 1,213,000 | $ 11,653,000 | |
Amortization expense for intangible lease assets | $ 200,000 | $ 200,000 | |
Number of properties held by unconsolidated subsidiaries | 8 | ||
Amortization of above market leases | $ 20,000 | $ 20,000 | |
In-place leases | |||
Intangible Lease Assets | |||
Intangible lease assets, gross | 526,000 | 12,680,000 | |
Less: accumulated amortization | (97,000) | (1,831,000) | |
Total intangible lease assets, net | 429,000 | 10,849,000 | |
Above-market leases | |||
Intangible Lease Assets | |||
Intangible lease assets, gross | 959,000 | 959,000 | |
Less: accumulated amortization | (175,000) | (155,000) | |
Total intangible lease assets, net | $ 784,000 | $ 804,000 |
Intangible Lease Assets - Expec
Intangible Lease Assets - Expected future amortization (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Intangible Lease Assets | ||
April 1, 2024 to December 31, 2024 | $ 75,000 | |
2025 | 99,000 | |
2026 | 99,000 | |
2027 | 99,000 | |
2028 | 99,000 | |
Thereafter | 742,000 | |
Total intangible lease assets, net | $ 1,213,000 | $ 11,653,000 |
Right of Use (ROU) Asset - Op_3
Right of Use (ROU) Asset - Operating (Details) | 1 Months Ended |
Nov. 30, 2022 USD ($) | |
Right of Use (ROU) Asset - Operating | |
Estimated incremental borrowing rate | 5% |
Temporary License | |
Right of Use (ROU) Asset - Operating | |
Termination term of lease after substantial completion of certain tenant improvements in office space | 5 years |
Standard Office Lease | |
Right of Use (ROU) Asset - Operating | |
Lease term under three separate triple net leases | 66 months |
Initial annual base rent | $ 204,399 |
Increase in initial annual base rent (as a percent) | 3% |
Right of Use (ROU) Asset - Op_4
Right of Use (ROU) Asset - Operating - Supplemental balance sheet information related to the Office Lease (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Right of Use (ROU) Asset - Operating | |||
Right of use asset - operating | $ 664,000 | $ 698,000 | |
Right of use asset - operating, Location | Other Assets | Other Assets | |
Lease liability - operating | $ 835,000 | $ 877,000 | |
Lease liability, location | Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities | |
Operating lease expense | $ 46,000 | $ 45,000 | |
Operating lease payments | $ 53,000 | $ 0 | |
Weighted average remaining lease term | 4 years |
Right of Use (ROU) Asset - Op_5
Right of Use (ROU) Asset - Operating - Lease payments (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Maturity of lease payments | ||
April 1, 2024 to December 31, 2024 | $ 158,000 | |
2025 | 217,000 | |
2026 | 224,000 | |
2027 | 231,000 | |
2028 | 99,000 | |
Total lease payments | 929,000 | |
Less imputed interest | (94,000) | |
Total lease liability | $ 835,000 | $ 877,000 |
Concentration of Risk (Details)
Concentration of Risk (Details) | 3 Months Ended | |
Mar. 31, 2024 property tenant | Mar. 31, 2023 tenant property | |
Concentration of Risk | ||
Number of owned properties held by equity method investment | 30 | |
Number of real estate properties leased to related facilities | 16 | 16 |
Number of tenants under long-term triple net leases | tenant | 14 | 14 |
Number of tenants represents more than 10% of our rental revenue | tenant | 4 | 3 |
Customer concentration risk | Tenant | Assets, Total | ||
Concentration of Risk | ||
Concentration risk, percentage | 20% | |
Customer concentration risk | Tenant One | Tenant One, Concentration Risk | ||
Concentration of Risk | ||
Concentration risk, percentage | 10% | 10% |
Georgia | ||
Concentration of Risk | ||
Number of owned properties | 8 | |
California | ||
Concentration of Risk | ||
Number of owned properties | 4 | |
Oregon | ||
Concentration of Risk | ||
Number of owned properties | 3 | |
Texas | ||
Concentration of Risk | ||
Number of owned properties | 1 | |
Illinois | ||
Concentration of Risk | ||
Number of owned properties | 1 | |
Arizona | ||
Concentration of Risk | ||
Number of owned properties | 1 |
Fair Value Measurements of Fi_2
Fair Value Measurements of Financial Instruments (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Measurements of Financial Instruments | ||
Principal balance excluding debt discount | $ 58,565,000 | $ 58,861,000 |
HUD | ||
Fair Value Measurements of Financial Instruments | ||
Fair value of loans payable | 36,200,000 | 36,400,000 |
Principal balance excluding debt discount | $ 43,600,000 | $ 43,900,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | |||||
Nov. 14, 2023 | Nov. 13, 2023 | Jul. 14, 2023 | May 15, 2023 | May 12, 2023 | Mar. 31, 2024 | |
Commitments and Contingencies | ||||||
Purchased the investors' interests | $ 900,000 | |||||
Accrued contingencies | 0 | |||||
Cure period of Kent Eikanas | 60 days | 60 days | ||||
Legal fees | ||||||
Commitments and Contingencies | ||||||
Amount awarded to the plaintiffs | $ 75,000 | 75,000 | ||||
Attorney's fees | ||||||
Commitments and Contingencies | ||||||
Amount awarded to the plaintiffs | $ 665,000 | $ 517,000 | $ 517,000 | 665,000 | ||
Accrued contingencies | 0 | |||||
Fee award | ||||||
Commitments and Contingencies | ||||||
Amount awarded to the plaintiffs | $ 664,637 |
Equity - Stock options (Details
Equity - Stock options (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Equity | |
Options outstanding, Beginning Balance | 1,148,063 |
Options outstanding, Exercised | 0 |
Options outstanding, Ending Balance | 1,148,063 |
Options exercisable, Ending Balance | 1,063,257 |
Weighted Average Exercise Price, Outstanding at Beginning Balance | $ / shares | $ 2.16 |
Weighted Average Exercise Price, Outstanding at Ending Balance | $ / shares | 2.16 |
Weighted Average Exercise Price, Exercisable at Ending Balance | $ / shares | $ 2.16 |
Options outstanding, Weighted Average Remaining Contractual Term | 4 years 6 months 14 days |
Options exercisable, Weighted Average Remaining Contractual Term | 4 years 2 months 19 days |
Equity - Unrecognized stock-bas
Equity - Unrecognized stock-based compensation expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Equity | ||
Unrecognized stock-based compensation expense related to unvested stock options, net of forfeitures | $ 77,000 | |
General and administrative expense | ||
Equity | ||
Stock-based compensation expense | 12,000 | $ 7,000 |
April 1, 2024 to December 31, 2024 | ||
Equity | ||
Unrecognized stock-based compensation expense related to unvested stock options, net of forfeitures | 37,000 | |
2025 | ||
Equity | ||
Unrecognized stock-based compensation expense related to unvested stock options, net of forfeitures | 32,000 | |
2026 | ||
Equity | ||
Unrecognized stock-based compensation expense related to unvested stock options, net of forfeitures | $ 8,000 |
Equity - Additional Information
Equity - Additional Information (Details) | Mar. 31, 2024 $ / shares |
Equity | |
Weighted average grant date fair value (per share) | $ 0.91 |
Derecognition of GA8 Properti_3
Derecognition of GA8 Properties (Details) - USD ($) | 3 Months Ended | |||
Mar. 12, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | |
Derecognition of GA8 Properties | ||||
Gain on derecognition associated with GA8 Properties | $ 17,700,000 | $ 17,698,000 | ||
Contract assets associated with GA8 Properties (Note 14) | $ 126,100,000 | 126,061,000 | ||
Loans payable associated with GA8 Properties (Note 14) | 123,280,000 | $ 123,750,000 | $ 123,800,000 | |
Accrued interest associated with GA8 Properties (Note 14) | $ 2,782,000 | $ 1,041,000 | $ 1,000,000 |
Derecognition of GA8 Properti_4
Derecognition of GA8 Properties - Derecognized assets and property operating liabilities of GA8 Properties in condensed consolidated balance sheet (Details) | Mar. 11, 2024 USD ($) |
Derecognition of GA8 Properties | |
Real estate properties, net | $ 97,637,000 |
Intangible lease assets, net | 10,250,000 |
Cash and other assets | 3,096,000 |
Property operating liabilities (accrued liabilities, deferred financing costs and security deposits) | (2,620,000) |
Derecognized assets and liabilities | $ 108,363,000 |
Derecognition of GA8 Properti_5
Derecognition of GA8 Properties - Results of operations included in condensed consolidated statements of operations (Details) - USD ($) | 2 Months Ended | 3 Months Ended |
Mar. 11, 2024 | Mar. 31, 2023 | |
Derecognition of GA8 Properties | ||
Total rental revenue | $ 2,083,000 | $ 3,623,000 |
Property operating costs | 75,000 | 371,000 |
Depreciation and amortization | 929,000 | 1,307,000 |
Interest expense | $ 3,406,000 | $ 3,104,000 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | 3 Months Ended | |||
May 31, 2024 USD ($) property | Apr. 30, 2024 USD ($) | Mar. 31, 2024 USD ($) | May 01, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Subsequent Events | |||||
Total proceeds from the sale | $ 1,900,000 | ||||
Equity-method investments | 1,576,000 | $ 2,852,000 | |||
Summit Fantasia Holdings III, LLC | |||||
Subsequent Events | |||||
Equity-method investments | 1,200,000 | ||||
Summit Fantasia Holdings III, LLC | |||||
Subsequent Events | |||||
Equity-method investments | $ 1,200,000 | $ 1,200,000 | |||
Subsequent events | |||||
Subsequent Events | |||||
Return of capital from the sale | $ 1,900,000 | ||||
Subsequent events | Summit Fantasia Holdings III, LLC | |||||
Subsequent Events | |||||
Return of capital from the sale | $ 2,100,000 | ||||
Subsequent events | Summit Fantasia Holdings III, LLC | |||||
Subsequent Events | |||||
Number of properties sold | 8 | 8 | |||
Total proceeds from the sale | $ 60,000,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 15,303,000 | $ (1,976,000) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule10b51ArrModified Flag | false |
NonRule10b51ArrModified Flag | false |