Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 09, 2022 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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 | |
Title of 12(b) Security | N/A | |
Security Exchange Name | NONE | |
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 | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
No Trading Symbol Flag | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash and cash equivalents | $ 13,705,000 | $ 10,488,000 |
Restricted cash | 2,696,000 | 2,673,000 |
Real estate properties, net | 177,519,000 | 179,102,000 |
Intangible lease assets, net | 14,442,000 | 14,687,000 |
Tenant and other receivables, net | 3,752,000 | 3,386,000 |
Deferred leasing commissions, net | 448,000 | 466,000 |
Other assets, net | 534,000 | 422,000 |
Equity-method investments | 8,304,000 | 7,902,000 |
Total assets | 221,400,000 | 219,126,000 |
LIABILITIES AND EQUITY | ||
Accounts payable and accrued liabilities | 5,189,000 | 2,551,000 |
Security deposits | 4,651,000 | 4,651,000 |
Loans payable, net of debt issuance costs | 180,322,000 | 180,370,000 |
Total liabilities | 190,162,000 | 187,572,000 |
Commitments and contingencies (Note 9) | ||
Stockholders' Equity | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding at March 31, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.001 par value; 290,000,000 shares authorized; 23,027,978 shares issued and outstanding at March 31, 2022 and December 31, 2021 | 23,000 | 23,000 |
Additional paid-in capital | 116,409,000 | 116,401,000 |
Accumulated deficit | (85,366,000) | (85,041,000) |
Total stockholders' equity | 31,066,000 | 31,383,000 |
Noncontrolling interests | 172,000 | 171,000 |
Total equity | 31,238,000 | 31,554,000 |
Total liabilities and equity | $ 221,400,000 | $ 219,126,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues: | ||
Total rental revenues | $ 5,541,000 | $ 924,000 |
Resident fees and services | 408,000 | 0 |
Asset management fees | 165,000 | 329,000 |
Interest income from notes receivable | 9,000 | |
Total operating revenue | 6,114,000 | 1,262,000 |
Expenses: | ||
Property operating costs | 773,000 | 220,000 |
Resident costs | 375,000 | 0 |
General and administrative | 1,048,000 | 1,631,000 |
Depreciation and amortization | 1,837,000 | 399,000 |
Total operating expenses | 4,033,000 | 2,250,000 |
Operating income (loss) | 2,081,000 | (988,000) |
Income (loss) from equity-method investees | 642,000 | (235,000) |
Other income | 2,000 | 5,000 |
Interest expense | (3,031,000) | (522,000) |
Net loss | (306,000) | (1,740,000) |
Noncontrolling interests' share in net (income) loss | (19,000) | (18,000) |
Net loss applicable to common stockholders | $ (325,000) | $ (1,758,000) |
Basic and diluted: | ||
Net loss applicable to common stockholders, Basic | $ (0.01) | $ (0.08) |
Net loss applicable to common stockholders, Diluted | $ (0.01) | $ (0.08) |
Weighted average shares used to calculate earnings per common share: | ||
Basic | 23,027,978 | 23,027,978 |
Diluted | 23,027,978 | 23,027,978 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity | Noncontrolling Interests | Total |
Balance at Dec. 31, 2020 | $ 23,000 | $ 116,335,000 | $ (84,456,000) | $ 31,902,000 | $ 195,000 | $ 32,097,000 |
Balance (in shares) at Dec. 31, 2020 | 23,027,978 | |||||
Stock-based compensation | $ 0 | 36,000 | 0 | 36,000 | 0 | 36,000 |
Distributions paid to noncontrolling interests | 0 | 0 | 0 | 0 | (16,000) | (16,000) |
Net (loss) income | 0 | 0 | (1,758,000) | (1,758,000) | 18,000 | (1,740,000) |
Balance at Mar. 31, 2021 | $ 23,000 | 116,371,000 | (86,214,000) | 30,180,000 | 197,000 | 30,377,000 |
Balance (in shares) at Mar. 31, 2021 | 23,027,978 | |||||
Balance at Dec. 31, 2021 | $ 23,000 | 116,401,000 | (85,041,000) | 31,383,000 | 171,000 | 31,554,000 |
Balance (in shares) at Dec. 31, 2021 | 23,027,978 | |||||
Stock-based compensation | $ 0 | 8,000 | 0 | 8,000 | 0 | 8,000 |
Distributions paid to noncontrolling interests | 0 | 0 | 0 | 0 | (18,000) | (18,000) |
Net (loss) income | 0 | 0 | (325,000) | (325,000) | 19,000 | (306,000) |
Balance at Mar. 31, 2022 | $ 23,000 | $ 116,409,000 | $ (85,366,000) | $ 31,066,000 | $ 172,000 | $ 31,238,000 |
Balance (in shares) at Mar. 31, 2022 | 23,027,978 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (306,000) | $ (1,740,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization of debt issuance costs | 227,000 | 18,000 |
Depreciation and amortization | 1,831,000 | 399,000 |
Amortization of above-market lease intangible | 16,000 | 0 |
Straight-line rents | (374,000) | 406,000 |
Stock-based compensation expense | 8,000 | 36,000 |
(Income) loss from equity-method investees | (642,000) | 235,000 |
Change in operating assets and liabilities: | ||
Tenant and other receivables, net | 184,000 | 294,000 |
Other assets, net | (135,000) | 473,000 |
Accounts payable and accrued liabilities | 2,660,000 | (30,000) |
Net cash provided by operating activities | 3,469,000 | 91,000 |
Cash flows from investing activities: | ||
Investment in equity-method investees | (69,000) | (123,000) |
Distributions received from equity-method investees | 133,000 | 413,000 |
Payments from notes receivable | 0 | 60,000 |
Net cash provided by investing activities | 64,000 | 350,000 |
Cash flows from financing activities: | ||
Payments of loans payable | (275,000) | (265,000) |
Distributions paid to noncontrolling interests | (18,000) | (16,000) |
Net cash used in financing activities | (293,000) | (281,000) |
Net increase in cash, cash equivalents and restricted cash | 3,240,000 | 160,000 |
Cash, cash equivalents and restricted cash - beginning of period | 13,161,000 | 17,591,000 |
Cash, cash equivalents and restricted cash - end of period | 16,401,000 | 17,751,000 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 2,000,000 | $ 431,000 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2022 | |
Organization | |
Organization | 1. Organization Summit Healthcare REIT, Inc. (“Summit”) is a real estate investment trust that owns 100% of 14 properties, 95.3% of four properties, a 10% equity interest in an unconsolidated equity-method investment that holds 17 properties, a 35% equity interest in an unconsolidated equity-method investment that holds one property, a 20% equity interest in an unconsolidated equity-method investment that holds two properties, a 10% equity interest in an unconsolidated equity-method investment that holds nine properties, a 10% equity interest in an unconsolidated equity-method investment that holds six properties. In June 2021, we sold our 15% equity interest in an unconsolidated equity-method investment that held 14 properties. Summit is a Maryland corporation, formed in 2004 under the General Corporation Law of Maryland for the purpose of investing in and owning real estate. 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. Therefore, the assets and liabilities of Summit and the Operating Partnership are the same. 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, 2022 and December 31, 2021, 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, 2022 and December 31, 2021, we have a 10%interest in the SUL JV which owns 17 properties. Summit Fantasia Holdings, LLC – Equity-Method Investment In September 2016, through our Operating Partnership, we entered into a limited liability company agreement with Fantasia Investment III LLC (“Fantasia”), an unrelated entity and a U.S.-based affiliate of Fantasia Holdings Group Co., Limited (a Chinese corporation listed on the Stock Exchange of Hong Kong (HKEX)), and formed Summit Fantasia Holdings, LLC (the “Fantasia JV”). The Fantasia 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, 2022 and December 31, 2021, we have a 35%interest in the Fantasia JV which owns one property at March 31, 2022 and owned two properties at December 31, 2021. 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, 2022 and December 31, 2021, 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, 2022 and December 31, 2021, we have a 10%interest in the Fantasia III JV which owns nine properties. 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, 2022 and December 31, 2021, we have a 10%interest in the FPH JV which owns six properties. Indiana JV– Equity-Method Investment In June 2021, we sold our 15% equity interest in the Indiana joint venture (the “Indiana JV”) for approximately $5.4 million. See Note 5 for further information. As of December 31, 2021, we have a 0% interest in the Indiana JV. Summit Healthcare Asset Management, LLC (TRS) 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 JV, Fantasia II JV, Fantasia III JV, and FPH JV, and the Indiana JV prior to the sale of our equity interest on June 11, 2021 (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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021 filed with the Securities and Exchange Commission (“SEC”) on March 31, 2022. In addition, refer to our revenue recognition note below related to our resident fees and services. The accompanying condensed consolidated balance sheet at December 31, 2021 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, 2021 consolidated financial statements and contained in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 31, 2022 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, 2021 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, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. 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, 2022 2021 Cash and cash equivalents $ 13,705,000 $ 10,488,000 Restricted cash 2,696,000 2,673,000 Total cash, cash equivalents, and restricted cash shown on the condensed consolidated statements of cash flows $ 16,401,000 $ 13,161,000 Coronavirus (COVID-19) The world was, and continues to be, impacted by the COVID-19 pandemic. The healthcare industry was among those most adversely affected by the COVID-19 pandemic. During 2021 and 2020 and continuing into 2022, two of our tenants experienced a material adverse effect on their operations related to COVID-19, which affected their ability to make their rent payments in 2021 (see Note 3 for further information on its impact on us). The extent to which COVID-19 could continue to impact our business, cash flow and results of operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the rate of public acceptance and usage of vaccines and the effectiveness of vaccines in limiting the spread of COVID-19 and its variants, resurgences of COVID-19 and, in particular, new and more contagious and/or vaccine resistant variants, actions taken to contain the spread of COVID-19 and how quickly and to what extent normal economic and operating conditions can resume. The fluidity of this situation precludes any prediction as to the ultimate material adverse impact on the demand for senior housing and skilled nursing and presents material uncertainty and risk with respect to our business, operations, financial condition and liquidity, including recording impairments, lease modifications and credit losses in future periods. Reclassification of Intangible Lease Assets The following table provides a reconciliation for the reclassification of our intangible lease assets as of December 31, 2021 in our consolidated As previously reported Increase (decrease) As reclassified Real estate assets, net $ 192,862,000 $ (13,760,000) $ 179,102,000 Intangible lease assets, net $ — $ 14,687,000 $ 14,687,000 Other assets, net $ 1,349,000 $ (927,000) $ 422,000 Total assets $ 219,126,000 $ — $ 219,126,000 The intangible lease assets related to our prior acquisitions in 2021 were reclassified from real estate properties, net and other assets, net into a separate line item as of March 31, 2022. The result of this reclassification did not have any effect on our total assets, liabilities, accumulated deficit, net loss or statements of cash flows. Revenue Recognition - Resident Fees and Services We recognize resident fees and services revenue at the amount that we expect to be entitled to in exchange for providing resident care and services. Resident fees are recognized and billed monthly based on the contracted rate in the resident lease agreements and the reimbursements from Medicaid are based on contracted reimbursement rates. These amounts are paid directly from the residents and/or third-party payors (currently only Medicaid). Revenue is recognized as performance obligations are satisfied. Performance obligations are determined based on the nature of the services provided by us. The majority of resident fees and services is attributable to the portion of the base monthly lease fee in the resident lease agreement. The Company has elected the lessor practical expedient within ASC 842, Leases (“ASC 842”) and recognizes the resident fee revenue based upon the predominant component, either the lease or non-lease component, of the contracts. The Company has determined that the lease component is the predominant component and the services included under the resident agreements have the same timing and pattern of transfer and are performance obligations that are satisfied over time. Resident services consist of care level services and certain other ancillary services (i.e., housekeeping, laundry, etc.). These services are provided and paid for in addition to the standard fees included in each resident lease (i.e., room and board, standard meals, etc.). Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various healthcare organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in organizations entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge our compliance with these laws and regulations, and it is not possible to determine the impact (if any) such claims or penalties would have upon us. Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and our historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews and investigation. |
Investments in Real Estate Prop
Investments in Real Estate Properties | 3 Months Ended |
Mar. 31, 2022 | |
Investments in Real Estate Properties | |
Investments in Real Estate Properties | 3. Investments in Real Estate Properties As of March 31, 2022 and December 31, 2021, our investments in real estate properties including those held by our consolidated subsidiaries (excluding the 35 properties owned by our unconsolidated Equity-Method Investments) are set forth below: March 31, December 31, 2022 2021 Land $ 15,565,000 $ 15,565,000 Buildings and improvements 166,989,000 166,989,000 Less: accumulated depreciation (12,546,000) (11,395,000) Buildings and improvements, net 154,443,000 155,594,000 Furniture and fixtures 12,137,000 12,137,000 Less: accumulated depreciation (4,626,000) (4,194,000) Furniture and fixtures, net 7,511,000 7,943,000 Real estate properties, net $ 177,519,000 $ 179,102,000 For the three months ended March 31, 2022 and 2021, depreciation and amortization expense (excluding lease intangibles amortization and leasing commission amortization) was approximately $1.6 million and $0.4 million, respectively. As of March 31, 2022, our portfolio consisted of 18 real estate properties, 17 of which were 100% leased to the tenants of the related facilities. The remaining property is leased to an affiliated subsidiary (see below under Pennington Gardens Operations LLC). During 2021, our tenants for the Pennington Gardens and Sundial Assisted Living facilities experienced a material adverse effect on their operations related to COVID-19 and other operator issues that affected their ability to make their rent payments in 2022 and 2021. As a result, we experienced the following impacts: Pennington Gardens Operations LLC In March 2021, under a receivership, we began recording rent payments on a cash basis for our Pennington Gardens facility and wrote off the remaining straight-line rent receivable of $0.4 million. In October 2021, we reached an agreement with the tenant to terminate the lease. We notified the lender and the U.S. Department of Housing and Urban Development (“HUD”) and requested emergency approval to change the operator and terminate the lease. On February 3, 2022, the current receiver, who was acting as the operator, received the license to be the licensed operator. As such, on February 10, 2022, the tenant’s lease was terminated, and we received $0.2 million from the tenant as part of the settlement agreement which was recorded in total rental revenues in the condensed consolidated statements of operations for the three months ended March 31, 2022. Concurrently, we entered into a new lease agreement with Pennington Gardens Operations LLC, the newly formed operating company for Pennington Gardens, which is a wholly owned subsidiary of SHOP TRS LLC, a recently formed wholly-owned taxable REIT subsidiary of Summit. As such, the operations of Pennington Gardens are consolidated in our financial statements beginning February 11, 2022, and all intercompany transactions have been eliminated. For the three months ended March 31, 2022, revenues from Pennington Gardens Operations are recorded under resident fees and services and costs are recorded under resident costs in the condensed consolidated statements of operations. Sundial Operations LLC For our Sundial Assisted Living facility in Redding, California, in October 2021, we reached an agreement with the tenant to terminate the lease, and we are currently requesting approval from HUD to terminate the lease and install a new licensed operator/manager. Once approved by HUD, the lease will be terminated and the operations of Sundial Assisted Living will be consolidated in our financial statements. Beginning in June 2021, we recorded rent payments on a cash basis and in May 2021, wrote off the remaining straight-line rent receivable of $0.1 million. The following table provides summary information regarding our portfolio (excluding the 35 properties owned by our unconsolidated Equity-Method Investments and the $12.75 million loan from Oxford Finance, LLC (“Oxford”) (see Note 4) with Summit Georgia Holdings LLC, our wholly-owned subsidiary) as of March 31, 2022: Loans Payable, Excluding Debt Purchase Issuance Property Location Date Purchased Type (1) Price Costs Sheridan Care Center Sheridan, OR August 3, 2012 SNF $ 4,100,000 $ 4,127,000 Fernhill Care Center Portland, OR August 3, 2012 SNF 4,500,000 3,621,000 Friendship Haven Healthcare and Rehabilitation Center Galveston County, TX September 14, 2012 SNF 15,000,000 11,487,000 Pacific Health and Rehabilitation Center Tigard, OR December 24, 2012 SNF 8,140,000 6,037,000 Brookstone of Aledo Aledo, IL July 2, 2013 AL 8,625,000 6,699,000 Sundial Assisted Living Redding, CA December 18, 2013 AL 3,500,000 3,726,000 Pennington Gardens (2) Chandler, AZ July 17, 2017 AL/MC 13,400,000 10,156,000 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 Calhoun Health Center Calhoun, GA December 30, 2021 SNF 7,670,000 6,549,000 Maple Ridge Health Care Center Cartersville, GA December 30, 2021 SNF 13,548,000 11,568,000 Chatsworth Health Care Center Chatsworth, GA December 30, 2021 SNF 29,785,000 25,432,000 East Lake Arbor Decatur, GA December 30, 2021 SNF 15,640,000 13,354,000 Fairburn Health Care Center Fairburn, GA December 30, 2021 SNF 14,644,000 12,503,000 Grandview Health Care Center Jasper, GA December 30, 2021 SNF 10,061,000 8,591,000 Rosemont at Stone Mountain Stone Mountain, GA December 30, 2021 SNF 23,908,000 20,414,000 Willowwood Nursing Center & Rehab Flowery Branch, GA December 30, 2021 SNF 14,744,000 12,589,000 Total: $ 207,320,000 $ 171,853,000 (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. (2) See above under Pennington Gardens Operations LLC. Future Minimum Lease Payments The future minimum lease payments to be received under our existing tenant operating leases (excluding the 35 properties owned by our unconsolidated Equity-Method Investments and the intercompany lease between our wholly-owned subsidiaries, Summit Chandler LLC and Pennington Gardens Operations LLC) as of March 31, 2022, for the period from April 1, 2022 to December 31, 2022 and for each of the four following years and thereafter ending December 31 are as follows: Years ending April 1, 2022 to December 31, 2022 $ 13,281,000 2023 17,983,000 2024 18,272,000 2025 18,566,000 2026 18,865,000 Thereafter 165,462,000 $ 252,429,000 2022 Acquisitions None . 2021 Acquisitions CA3 Properties On July 2, 2021, through our wholly-owned subsidiary, we acquired three skilled nursing facilities, two located in Yucaipa, California and one located in Mentone, California (collectively, the “CA3 Properties”), for the purchase price of $20,055,000, which was funded through cash on hand plus the proceeds from the loan described in Note 4. We incurred approximately $80,000 in acquisition costs in connection with these acquisitions. The CA3 Properties are leased to three tenants under three separate 15-year triple net leases, each of which has GA8 Properties On December 30, 2021, through Summit Georgia Holdings LLC, our wholly-owned subsidiary, we acquired eight skilled nursing facilities located in Georgia (collectively, the “GA8 Properties”), for the total purchase price of $130,000,000 , which was funded through cash on hand plus the proceeds from the loans described in Note 4. The GA8 Properties are leased to eight tenants under eight separate 15-year triple net leases, each of which has two five-year renewal options. Leasing Commissions As a self-managed REIT, we have not paid leasing commissions since 2013. Leasing commissions are capitalized at cost and amortized on a straight-line basis over the related lease term. As of March 31, 2022 and December 31, 2021, total costs incurred were $1.1 million, and the unamortized balance of capitalized leasing commissions was approximately $0.4 million and $0.5 million, respectively. Amortization expense for each of the three months ended March 31, 2022 and 2021 was approximately $17,000. |
Loans Payable
Loans Payable | 3 Months Ended |
Mar. 31, 2022 | |
Loans Payable | |
Loans Payable | 4. Loans Payable As of March 31, 2022 and December 31, 2021, our loans payable consisted of the following: March 31, 2022 December 31, 2021 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 as of March 31, 2022 and December 31, 2021, collateralized by Sheridan, Fernhill, Pacific Health, Aledo, Sundial and Friendship Haven. $ 35,697,000 $ 35,934,000 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. 10,156,000 10,194,000 Loan payable to CIBC Bank, USA in monthly installments of approximately of $65,000 interest only through July 2022 at LIBOR (with a floor of 1%) plus 4% (5% at March 31, 2022 and December 31, 2021), due in July 2024, and as of December 31, 2021, collateralized by Yucaipa Hill Post Acute, Creekside Post Acute and University Post Acute. 15,000,000 15,000,000 Loan payable to CIBC Bank, USA in monthly installments of approximately $314,000 (interest only through December 2023) at SOFR plus 3.50% with a SOFR floor of 0.5%, (4% at March 31, 2022 and December 31, 2021), due in December 2024, and as of March 31, 2022 and December 31, 2021, 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. 91,000,000 91,000,000 Loan payable to Oxford Finance, LLC in monthly installments of approximately $207,000 (interest only through maturity), at LIBOR (with a floor of 1%) plus 11% (12% at March 31, 2022 and December 31, 2021) due in March 2025, collateralized in second position 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. 20,000,000 20,000,000 Mezzanine Loan payable to Oxford Finance, LLC in monthly installments of approximately $132,000 (interest only through maturity), at LIBOR (with a floor of 1%) plus 11% (12% at March 31, 2022 and December 31, 2021) 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. 12,750,000 12,750,000 184,603,000 184,878,000 Less debt issuance costs (4,281,000) (4,508,000) Total loans payable $ 180,322,000 $ 180,370,000 As of March 31, 2022, we have total debt obligations of approximately $184.6 million that will mature between 2024 and 2055. 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, 2022, we were in compliance with all of our debt covenants. During the three months ended March 31, 2022 and 2021, we incurred approximately $2.6 million and $0.5 million of interest expense, respectively (excluding debt issuance costs amortization and interest expense related to the Oxford mezzanine loan as noted below (“Oxford Monthly Fee”), related to our loans payable. In connection with our loans payable, we incurred debt issuance costs. As of March 31, 2022 and December 31, 2021, the unamortized balance of the debt issuance costs was approximately $4.3 million and $4.5 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 the three months ended March 31, 2022 and 2021, $0.2 million and $18,000, respectively, of debt issuance costs were amortized and included in interest expense in our condensed consolidated statements of operations.During the three months ended March 31, 2022, we incurred approximately $0.2 million of interest expense related to the Oxford Monthly Fee and is included in interest expense in our condensed consolidated statements of operations. The principal payments due on the loans payable (excluding debt issuance costs) for the period from April 1, 2022 to December 31, 2022 and for each of the four following years and thereafter ending December 31 are as follows: Principal Years Ending Amount April 1, 2022 to December 31, 2022 $ 994,000 2023 1,475,000 2024 106,731,000 2025 21,246,000 2026 14,042,000 Thereafter 40,115,000 $ 184,603,000 The following information notes our recent loan activity: CA3 Properties On July 2, 2021, in conjunction with the acquisition of the CA3 Properties (see Note 3), we entered into a first priority $15.0 million mortgage loan collateralized by the CA3 Properties with CIBC Bank, USA (“CIBC”). The loan bears interest at the One Month London Interbank Offer Rate (“LIBOR”) (with a floor of 1%) plus 4.00%, or the Secured Overnight Financing Rate (“SOFR”) when LIBOR is discontinued, and matures on July 2, 2024. The loan is interest only for the first year and thereafter requires additional monthly installments of principal that are held by the lender in a cash loan guarantee fund until maturity. The loan may be prepaid at any time with no penalty if the CA3 Properties are refinanced through HUD, otherwise we would be required to pay a prepayment premium equal to three percent (3%), two percent (2%) and one percent (1%) of the amount of the outstanding principal balance of the Loan prepaid if such prepayment occurs on or prior to the first (1st), second (2nd) and third (3rd) year anniversary of the closing date, respectively. In the event the Company sells or transfers one or more properties, we would be required to pay an exit fee equal to (i) one-half of one percent (0.5%) of the amount of the outstanding principal balance of the Loan if such sale or transfer occurs on or prior to the second (2nd) year anniversary of the Closing Date; and (ii) zero percent (0%) if such sale or transfer occurs after the second (2nd) year anniversary of the Closing Date. GA8 Properties We acquired our interest in the GA8 Properties subject to a $91 million first priority mortgage loan collateralized by those properties, a $20 million subordinated term loan collateralized by those properties and a $12.75 million mezzanine loan secured by the equity interests of the wholly-owned subsidiary, Summit Georgia Holdings LLC, the parent holding company for the GA8 Properties. On December 30, 2021, we entered into a loan agreement with CIBC for $91.0 million in principal amount. The loan bears interest at the SOFR plus 3.50% with a SOFR floor of 50 basis points, or the bank’s base rate plus 0.75% (with a minimum of 4.0%), and matures on December 30, 2024. The loan is interest-only for two years and then requires additional monthly installments of principal that are held by the lender in a cash loan guarantee fund until maturity. The loan may be prepaid at any time with no penalty if the GA8 Properties are refinanced through HUD, otherwise we would be required to pay an a prepayment premium equal to three percent (3%), two percent (2%) and one percent (1%) of the amount of the outstanding principal balance of the Loan prepaid if such prepayment occurs on or prior to the first (1st), second (2nd) and third (3rd) year anniversary of the closing date, respectively. In the event the Company sells or transfers one or more of the GA8 Properties, we would be required to pay an exit fee equal to (i) one-half of one percent (0.5%) of the amount of the outstanding principal balance of the Loan if such sale or transfer occurs on or prior to the second (2nd) year anniversary of the Closing Date; and (ii) zero percent (0%) if such sale or transfer occurs after the second (2nd) year anniversary of the Closing Date. On December 30, 2021, we entered into a subordinated term loan agreement with Oxford for $20.0 million in principal amount. The loan bears interest at LIBOR plus 11.0% with a LIBOR floor of 100 basis points (or with a LIBOR replacement rate), and matures on March 31, 2025. The loan is interest only. The entire loan may be prepaid at any time and would be subject at that time to a prepayment premium fee equal to five percent (5%), two percent (2%) and one percent (1%) of the amount repaid if the repayment is made or the loan is accelerated prior to first (1st), second (2nd) and third (3rd) year anniversary of the closing date, respectively, or no prepayment fee if the GA8 Properties are refinanced through HUD. Additionally, we are required to pay an exit fee of $100,000 if the loan is paid off by December 31, 2024, or $140,000 if the loan is paid off after that date. On December 30, 2021, we entered into a mezzanine loan agreement with Oxford for $12.75 million in principal amount. The loan bears interest at LIBOR plus 11.0% with a LIBOR floor of 100 basis points (or with a LIBOR replacement rate), and matures on December 30, 2026. The loan is interest-only and requires a monthly fee in the amount of (i) twenty-two percent (22%) of net cash flow attributable to each month or portion thereof during the loan term, and (ii) five percent (5%) of net cash flow attributable to each month or portion thereof during the post-repayment period which is the earlier of (i) the second anniversary of the loan repayment date and (ii) the date upon which Summit no longer owns any direct or indirect interest in any of the properties and all accrued monthly fees, all excess cash fees and all other liabilities then due agent or lenders are indefeasibly paid in full. The entire Oxford mezzanine loan may be prepaid at any time prior to the three-year anniversary and would be subject at that time to a yield maintenance premium fee equal to the interest that would have been paid for the full three years, which will be due and payable upon the earliest of the maturity or acceleration of the loan, or payment of the loan in full. 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 consolidated balance sheets. |
Equity-Method Investments
Equity-Method Investments | 3 Months Ended |
Mar. 31, 2022 | |
Equity-Method Investments | |
Equity-Method Investments | 5. Equity-Method Investments As of March 31, 2022 and December 31, 2021, the balances of our Equity-Method Investments were approximately $8.3 million and $7.9 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 As of March 31, 2022 and December 31, 2021, the balance of our equity-method investment related to the SUL JV was approximately $2.8 million and $2.9 million, respectively. Summit Fantasia Holdings, LLC The Fantasia JV will exist until an event of dissolution occurs, as defined in the limited liability company agreement of the Fantasia JV (the “Fantasia LLC Agreement”). Under the Fantasia LLC Agreement, net operating cash flow of the Fantasia JV is distributed quarterly, first to the Operating Partnership and Fantasia pari passu pari passu As of March 31, 2022 and December 31, 2021, the balance of our equity-method investment related to the Fantasia JV was approximately $2.4 million and $2.0 million, respectively. Summit Fantasia Holdings II, LLC The Fantasia II JV will exist until an event of dissolution occurs, as defined in the limited liability company agreement of the Fantasia II JV (the “Fantasia II LLC Agreement”). Under the Fantasia II LLC Agreement, net operating cash flow of the Fantasia JV is distributed quarterly, first to the Operating Partnership and Fantasia pari passu pari passu As of March 31, 2022 and December 31, 2021, the balance of our equity-method investment related to the Fantasia II JV was approximately $1.3 million and $1.3 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 quarterly, first to the Operating Partnership and Fantasia pari passu pari passu As of March 31, 2022 and December 31, 2021, the balance of our equity-method investment related to the Fantasia III JV was approximately $1.5 million and $1.5 million, respectively. Summit Fantasy Pearl Holdings, LLC The FPH JV will continue until an event of dissolution occurs, as defined in the limited liability company agreement of the FPH JV (the “FPH LLC Agreement”). Under the FPH LLC Agreement, net operating cash flow of the FPH JV is distributed quarterly, first to the members pari passu pari passu As of March 31, 2022 and December 31, 2021, the balance of our equity-method investment related to the FPH JV was approximately $0.3 million and $0.2 million, respectively. Indiana JV In June 2021, we sold our 15% interest in the Indiana JV for approximately $5.4 million in cash. As of December 31, 2021, we have a 0% interest in the Indiana JV. Summarized Financial Data for Equity-Method Investments Our Equity-Method Investments are significant equity-method investments in the aggregate. The results of operations of our Equity-Method Investments for the three months ended March 31, 2022 are summarized below: Fantasia Fantasia Fantasia FPH Combined SUL JV JV II JV III JV JV Total Revenue $ 5,195,000 $ 729,000 $ 716,000 $ 2,062,000 $ 898,000 $ 9,600,000 Income from operations $ 1,598,000 $ 1,172,000 $ 490,000 $ 971,000 $ 420,000 $ 4,651,000 Net income $ 447,000 $ 1,076,000 $ 260,000 $ 477,000 $ 1,211,000 $ 3,471,000 Summit interest in Equity-Method Investments net income $ 45,000 $ 376,000 $ 52,000 $ 48,000 $ 121,000 $ 642,000 The results of operations of our Equity-Method Investments for the three months ended March 31, 2021 are summarized below: Fantasia Fantasia Fantasia FPH Combined SUL JV JV II JV III JV JV Indiana JV Total Revenue $ 5,176,000 $ 929,000 $ 921,000 $ 2,056,000 $ 890,000 $ (572,000) (1) $ 9,400,000 Income (loss) from operations $ 1,547,000 $ 71,000 $ 485,000 $ 1,037,000 $ 421,000 $ (1,646,000) $ 1,915,000 Net income (loss) $ 178,000 $ 288,000 $ 249,000 $ 514,000 $ 847,000 $ (3,598,000) $ (1,522,000) Summit interest in Equity-Method Investments net income (loss) $ 18,000 $ 100,000 $ 50,000 $ 52,000 $ 85,000 $ (540,000) $ (235,000) (1) This amount has been revised to reflect the revenues of the Indiana JV prior to the sale of our 15% interest, which includes $0.8 million in above-market lease amortization and $0.2 million in interest income. There was no impact on the loss allocated to the Company as a result of this revision. Distributions from Equity-Method Investments As of March 31, 2022 and December 31, 2021, we have distributions receivable, which are included in tenant and other receivables in our condensed consolidated balance sheets, as follows: March 31, December 31, 2022 2021 SUL JV $ 259,000 $ 273,000 Fantasia JV 235,000 205,000 Fantasia II JV 55,000 54,000 Fantasia III JV — 22,000 FPH JV 28,000 28,000 Total $ 577,000 $ 582,000 For the three months ended March 31, 2022 and 2021, 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, 2022 Three Months Ended March 31, 2021 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 $ 152,000 $ 44,000 $ 108,000 $ 336,000 $ 18,000 $ 318,000 Fantasia JV — — — — — — Fantasia II JV 77,000 52,000 25,000 73,000 50,000 23,000 Fantasia III JV 44,000 44,000 — 123,000 51,000 72,000 FPH JV 41,000 41,000 — 38,000 38,000 — Total $ 314,000 $ 181,000 $ 133,000 $ 570,000 $ 157,000 $ 413,000 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 each of the three months ended March 31, 2022 and 2021, we recorded approximately $0.2 million and $0.3 million,respectively, in asset management fees from our Equity-Method Investments (see Note 7). |
Receivables
Receivables | 3 Months Ended |
Mar. 31, 2022 | |
Receivables | |
Receivables | 6. Receivables Tenant and Other Receivables, Net Tenant and other receivables, net consists of: March 31, December 31, 2022 2021 Straight-line rent receivables $ 2,769,000 $ 2,395,000 Distribution receivables from Equity-Method Investments 577,000 582,000 Asset management fees 213,000 323,000 Other receivables 193,000 86,000 Total $ 3,752,000 $ 3,386,000 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 | |
Intangible Lease Assets | |
Intangible Lease Assets | 8. Intangible Lease Assets Intangible lease assets as of March 31, 2022 and December 31, 2021 are as follows: March 31, December 31, 2022 2021 In-place leases $ 13,778,000 $ 13,778,000 Less: accumulated amortization (247,000) (18,000) In-place leases, net 13,531,000 13,760,000 Above-market leases 959,000 959,000 Less: accumulated amortization (48,000) (32,000) Above-market leases, net 911,000 927,000 Total intangible lease assets, net $ 14,442,000 $ 14,687,000 For the three months ended March 31, 2022, amortization expense for intangible lease assets was approximately $0.2 million, of which approximately $16,000 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, 2022, for the period from April 1, 2022 to December 31, 2022 and for each of the four following years and thereafter ending December 31 are as follows: Years ending December 31, April 1, 2022 to December 31, 2022 $ 735,000 2023 980,000 2024 980,000 2025 980,000 2026 980,000 Thereafter 9,787,000 $ 14,442,000 |
Concentration of Risk
Concentration of Risk | 3 Months Ended |
Mar. 31, 2022 | |
Concentration of Risk | |
Concentration of Risk | 9. Concentration of Risk Our cash is generally invested in short-term money market instruments. As of March 31, 2022, we had cash and cash equivalent accounts in excess of FDIC-insured limits. However, we do not believe the risk associated with this excess is significant. As of March 31, 2022, we owned eight properties in Georgia, four properties in California, three properties in Oregon, one property in Texas, one property in Illinois, and one property in Arizona (excluding the 35 properties held by our Equity-Method Investments). Accordingly, there is a geographic concentration of risk subject to economic conditions in certain states. Additionally, for the three months ended March 31, 2022, we leased our 18 real estate properties to 16 different tenants under long-term triple net leases, and three of the 16 tenants each represented more than 10% of our rental revenue. For the three months ended March 31, 2021, we leased our seven real estate properties to five different tenants under long-term triple net leases, and four of the five tenants each represented more than 10% of our rental revenue. As of March 31, 2022, 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. |
Fair Value Measurements of Fina
Fair Value Measurements of Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements of Financial Instruments | |
Fair Value Measurements of Financial Instruments | 10. 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 for such financial instruments because of the short period of time between origination of the instruments and their expected payment. As of March 31, 2022 and December 31, 2021, the fair value of loans payable was $177.1 million and $177.3 million, compared to the principal balance (excluding debt discount) of $184.6 million and $184.9 million, respectively. The fair value of loans payable was estimated using lending rates available to us for financial instruments with similar terms and maturities. To estimate fair value as of March 31, 2022, we utilized discount rates ranging from 4.0% to 12.0% and a weighted average discount rate of 6.0%. 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 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, 2022 and 2021. At March 31, 2022 and December 31, 2021, we do not have any 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, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 11. 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 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, and discovery is ongoing. The parties have 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. The Bankruptcy Court subsequently entered a further amended scheduling order, directing that remaining discovery be completed by May 15, 2022 and scheduling a final pretrial conference for August 17, 2022. Based on the assessment by management of the numerous legal arguments that can be raised on this claim, the Company believes that a loss is currently not probable or estimable under ASC 450, “Contingencies”, and as of December 31, 2021 no accrual has been made with regard to the claim. We will continue to vigorously defend ourselves against all of HCRE’s remaining alleged claims. 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. Additionally, effective October 19, 2021, we entered into new employment agreements with our executive officers for a term of three years. These employment agreements include customary terms relating to salary, bonus, position, duties and benefits (including eligibility for equity compensation), as well as a cash payment following a change in control of the Company, as defined in such agreements. Management of our Equity-Method Investments As the manager of our Equity-Method Investments, we are responsible for the day-to-day management. Additionally, we could be subject to a capital call from our Equity-Method Investments. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity | |
Equity | 12. 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 by 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 with maturity dates approximating the expected term 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, 2022: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Options outstanding at January 1, 2022 1,867,908 $ 2.09 Granted — Exercised — Cancelled/forfeited — Options outstanding at March 31, 2022 1,867,908 $ 2.09 5.56 $ 1,597,000 Options exercisable at March 31, 2022 1,855,963 $ 2.08 5.55 $ 1,588,000 For our outstanding non-vested options as of March 31, 2022, the weighted average grant date fair value per share was $0.57. As of March 31, 2022, 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, 2022 to December 31, 2022 $ 6,000 2023 1,000 $ 7,000 The stock-based compensation expense reported for the three months ended March 31, 2022 and 2021 was approximately $8,000 and $36,000, respectively, and is included in general and administrative expense in the condensed consolidated statements of operations. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 13. Subsequent Events Office lease On April 1, 2022, we entered into a temporary space license agreement (“Temporary License”) and a standard office lease (“New Lease”) with Lakehills CM-CG LLC. The Temporary License, for space located in Laguna Hills, California, begins on April 22, 2022 and expires on the date we move out of such temporary office space or five (5) days after the substantial completion of certain tenant improvements in the office space subject to the New Lease, but in no event later than March 31, 2023. We are entitled to use such office space at no cost during the term of the Temporary License. Concurrent with the execution of the Temporary License, we entered into the New Lease which begins on or about November 1, 2022 for a period of sixty-six (66) months, with a five-year renewal option. The office space subject to the New Lease is also located in Laguna Hills, California. The New Lease provides for the abatement of the base rent for the second full calendar month through the seventh full calendar month of the lease term. The initial annual base rent is $204,399 and increases three percent (3%) each year on the anniversary date of the commencement of the New Lease. Stock Options On April 1, 2022, we granted 81,000 stock options to our non-executive employees under our Summit Healthcare REIT, Inc. 2015 Omnibus Incentive Plan (“Incentive Plan”). The stock options vest monthly beginning on May 1, 2022 and continuing over a three-year period through April 1, 2025. The options expire 10 years from the grant date. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. |
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, 2022 2021 Cash and cash equivalents $ 13,705,000 $ 10,488,000 Restricted cash 2,696,000 2,673,000 Total cash, cash equivalents, and restricted cash shown on the condensed consolidated statements of cash flows $ 16,401,000 $ 13,161,000 |
Coronavirus (COVID-19) | Coronavirus (COVID-19) The world was, and continues to be, impacted by the COVID-19 pandemic. The healthcare industry was among those most adversely affected by the COVID-19 pandemic. During 2021 and 2020 and continuing into 2022, two of our tenants experienced a material adverse effect on their operations related to COVID-19, which affected their ability to make their rent payments in 2021 (see Note 3 for further information on its impact on us). The extent to which COVID-19 could continue to impact our business, cash flow and results of operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the rate of public acceptance and usage of vaccines and the effectiveness of vaccines in limiting the spread of COVID-19 and its variants, resurgences of COVID-19 and, in particular, new and more contagious and/or vaccine resistant variants, actions taken to contain the spread of COVID-19 and how quickly and to what extent normal economic and operating conditions can resume. The fluidity of this situation precludes any prediction as to the ultimate material adverse impact on the demand for senior housing and skilled nursing and presents material uncertainty and risk with respect to our business, operations, financial condition and liquidity, including recording impairments, lease modifications and credit losses in future periods. |
Reclassification of Intangible Lease Assets | Reclassification of Intangible Lease Assets The following table provides a reconciliation for the reclassification of our intangible lease assets as of December 31, 2021 in our consolidated As previously reported Increase (decrease) As reclassified Real estate assets, net $ 192,862,000 $ (13,760,000) $ 179,102,000 Intangible lease assets, net $ — $ 14,687,000 $ 14,687,000 Other assets, net $ 1,349,000 $ (927,000) $ 422,000 Total assets $ 219,126,000 $ — $ 219,126,000 The intangible lease assets related to our prior acquisitions in 2021 were reclassified from real estate properties, net and other assets, net into a separate line item as of March 31, 2022. The result of this reclassification did not have any effect on our total assets, liabilities, accumulated deficit, net loss or statements of cash flows. |
Revenue Recognition - Resident Fees and Services | Revenue Recognition - Resident Fees and Services We recognize resident fees and services revenue at the amount that we expect to be entitled to in exchange for providing resident care and services. Resident fees are recognized and billed monthly based on the contracted rate in the resident lease agreements and the reimbursements from Medicaid are based on contracted reimbursement rates. These amounts are paid directly from the residents and/or third-party payors (currently only Medicaid). Revenue is recognized as performance obligations are satisfied. Performance obligations are determined based on the nature of the services provided by us. The majority of resident fees and services is attributable to the portion of the base monthly lease fee in the resident lease agreement. The Company has elected the lessor practical expedient within ASC 842, Leases (“ASC 842”) and recognizes the resident fee revenue based upon the predominant component, either the lease or non-lease component, of the contracts. The Company has determined that the lease component is the predominant component and the services included under the resident agreements have the same timing and pattern of transfer and are performance obligations that are satisfied over time. Resident services consist of care level services and certain other ancillary services (i.e., housekeeping, laundry, etc.). These services are provided and paid for in addition to the standard fees included in each resident lease (i.e., room and board, standard meals, etc.). Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various healthcare organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in organizations entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge our compliance with these laws and regulations, and it is not possible to determine the impact (if any) such claims or penalties would have upon us. Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and our historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews and investigation. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of restrictions on cash and cash equivalents | March 31, December 31, 2022 2021 Cash and cash equivalents $ 13,705,000 $ 10,488,000 Restricted cash 2,696,000 2,673,000 Total cash, cash equivalents, and restricted cash shown on the condensed consolidated statements of cash flows $ 16,401,000 $ 13,161,000 |
Schedule of Reclassification of Intangible Lease Assets | As previously reported Increase (decrease) As reclassified Real estate assets, net $ 192,862,000 $ (13,760,000) $ 179,102,000 Intangible lease assets, net $ — $ 14,687,000 $ 14,687,000 Other assets, net $ 1,349,000 $ (927,000) $ 422,000 Total assets $ 219,126,000 $ — $ 219,126,000 |
Investments in Real Estate Pr_2
Investments in Real Estate Properties (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investments in Real Estate Properties | |
Schedule of Business Acquisitions, by Acquisition | March 31, December 31, 2022 2021 Land $ 15,565,000 $ 15,565,000 Buildings and improvements 166,989,000 166,989,000 Less: accumulated depreciation (12,546,000) (11,395,000) Buildings and improvements, net 154,443,000 155,594,000 Furniture and fixtures 12,137,000 12,137,000 Less: accumulated depreciation (4,626,000) (4,194,000) Furniture and fixtures, net 7,511,000 7,943,000 Real estate properties, net $ 177,519,000 $ 179,102,000 |
Schedule of Real Estate Properties | The following table provides summary information regarding our portfolio (excluding the 35 properties owned by our unconsolidated Equity-Method Investments and the $12.75 million loan from Oxford Finance, LLC (“Oxford”) (see Note 4) with Summit Georgia Holdings LLC, our wholly-owned subsidiary) as of March 31, 2022: Loans Payable, Excluding Debt Purchase Issuance Property Location Date Purchased Type (1) Price Costs Sheridan Care Center Sheridan, OR August 3, 2012 SNF $ 4,100,000 $ 4,127,000 Fernhill Care Center Portland, OR August 3, 2012 SNF 4,500,000 3,621,000 Friendship Haven Healthcare and Rehabilitation Center Galveston County, TX September 14, 2012 SNF 15,000,000 11,487,000 Pacific Health and Rehabilitation Center Tigard, OR December 24, 2012 SNF 8,140,000 6,037,000 Brookstone of Aledo Aledo, IL July 2, 2013 AL 8,625,000 6,699,000 Sundial Assisted Living Redding, CA December 18, 2013 AL 3,500,000 3,726,000 Pennington Gardens (2) Chandler, AZ July 17, 2017 AL/MC 13,400,000 10,156,000 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 Calhoun Health Center Calhoun, GA December 30, 2021 SNF 7,670,000 6,549,000 Maple Ridge Health Care Center Cartersville, GA December 30, 2021 SNF 13,548,000 11,568,000 Chatsworth Health Care Center Chatsworth, GA December 30, 2021 SNF 29,785,000 25,432,000 East Lake Arbor Decatur, GA December 30, 2021 SNF 15,640,000 13,354,000 Fairburn Health Care Center Fairburn, GA December 30, 2021 SNF 14,644,000 12,503,000 Grandview Health Care Center Jasper, GA December 30, 2021 SNF 10,061,000 8,591,000 Rosemont at Stone Mountain Stone Mountain, GA December 30, 2021 SNF 23,908,000 20,414,000 Willowwood Nursing Center & Rehab Flowery Branch, GA December 30, 2021 SNF 14,744,000 12,589,000 Total: $ 207,320,000 $ 171,853,000 (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. (2) See above under Pennington Gardens Operations LLC. |
Schedule of Future Minimum Rental Payments to be received | Years ending April 1, 2022 to December 31, 2022 $ 13,281,000 2023 17,983,000 2024 18,272,000 2025 18,566,000 2026 18,865,000 Thereafter 165,462,000 $ 252,429,000 |
Schedule of intangible lease assets | March 31, December 31, 2022 2021 In-place leases $ 13,778,000 $ 13,778,000 Less: accumulated amortization (247,000) (18,000) In-place leases, net 13,531,000 13,760,000 Above-market leases 959,000 959,000 Less: accumulated amortization (48,000) (32,000) Above-market leases, net 911,000 927,000 Total intangible lease assets, net $ 14,442,000 $ 14,687,000 |
Loans Payable (Tables)
Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Loans Payable | |
Schedule of debt | March 31, 2022 December 31, 2021 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 as of March 31, 2022 and December 31, 2021, collateralized by Sheridan, Fernhill, Pacific Health, Aledo, Sundial and Friendship Haven. $ 35,697,000 $ 35,934,000 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. 10,156,000 10,194,000 Loan payable to CIBC Bank, USA in monthly installments of approximately of $65,000 interest only through July 2022 at LIBOR (with a floor of 1%) plus 4% (5% at March 31, 2022 and December 31, 2021), due in July 2024, and as of December 31, 2021, collateralized by Yucaipa Hill Post Acute, Creekside Post Acute and University Post Acute. 15,000,000 15,000,000 Loan payable to CIBC Bank, USA in monthly installments of approximately $314,000 (interest only through December 2023) at SOFR plus 3.50% with a SOFR floor of 0.5%, (4% at March 31, 2022 and December 31, 2021), due in December 2024, and as of March 31, 2022 and December 31, 2021, 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. 91,000,000 91,000,000 Loan payable to Oxford Finance, LLC in monthly installments of approximately $207,000 (interest only through maturity), at LIBOR (with a floor of 1%) plus 11% (12% at March 31, 2022 and December 31, 2021) due in March 2025, collateralized in second position 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. 20,000,000 20,000,000 Mezzanine Loan payable to Oxford Finance, LLC in monthly installments of approximately $132,000 (interest only through maturity), at LIBOR (with a floor of 1%) plus 11% (12% at March 31, 2022 and December 31, 2021) 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. 12,750,000 12,750,000 184,603,000 184,878,000 Less debt issuance costs (4,281,000) (4,508,000) Total loans payable $ 180,322,000 $ 180,370,000 |
Schedule of maturities of long-term debt | The principal payments due on the loans payable (excluding debt issuance costs) for the period from April 1, 2022 to December 31, 2022 and for each of the four following years and thereafter ending December 31 are as follows: Principal Years Ending Amount April 1, 2022 to December 31, 2022 $ 994,000 2023 1,475,000 2024 106,731,000 2025 21,246,000 2026 14,042,000 Thereafter 40,115,000 $ 184,603,000 |
Equity-Method Investments (Tabl
Equity-Method Investments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity-Method Investments | |
Schedule of results of operations | The results of operations of our Equity-Method Investments for the three months ended March 31, 2022 are summarized below: Fantasia Fantasia Fantasia FPH Combined SUL JV JV II JV III JV JV Total Revenue $ 5,195,000 $ 729,000 $ 716,000 $ 2,062,000 $ 898,000 $ 9,600,000 Income from operations $ 1,598,000 $ 1,172,000 $ 490,000 $ 971,000 $ 420,000 $ 4,651,000 Net income $ 447,000 $ 1,076,000 $ 260,000 $ 477,000 $ 1,211,000 $ 3,471,000 Summit interest in Equity-Method Investments net income $ 45,000 $ 376,000 $ 52,000 $ 48,000 $ 121,000 $ 642,000 The results of operations of our Equity-Method Investments for the three months ended March 31, 2021 are summarized below: Fantasia Fantasia Fantasia FPH Combined SUL JV JV II JV III JV JV Indiana JV Total Revenue $ 5,176,000 $ 929,000 $ 921,000 $ 2,056,000 $ 890,000 $ (572,000) (1) $ 9,400,000 Income (loss) from operations $ 1,547,000 $ 71,000 $ 485,000 $ 1,037,000 $ 421,000 $ (1,646,000) $ 1,915,000 Net income (loss) $ 178,000 $ 288,000 $ 249,000 $ 514,000 $ 847,000 $ (3,598,000) $ (1,522,000) Summit interest in Equity-Method Investments net income (loss) $ 18,000 $ 100,000 $ 50,000 $ 52,000 $ 85,000 $ (540,000) $ (235,000) (1) This amount has been revised to reflect the revenues of the Indiana JV prior to the sale of our 15% interest, which includes $0.8 million in above-market lease amortization and $0.2 million in interest income. There was no impact on the loss allocated to the Company as a result of this revision. |
Schedule of distributions receivable | March 31, December 31, 2022 2021 SUL JV $ 259,000 $ 273,000 Fantasia JV 235,000 205,000 Fantasia II JV 55,000 54,000 Fantasia III JV — 22,000 FPH JV 28,000 28,000 Total $ 577,000 $ 582,000 |
Schedule of cash distributions | Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 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 $ 152,000 $ 44,000 $ 108,000 $ 336,000 $ 18,000 $ 318,000 Fantasia JV — — — — — — Fantasia II JV 77,000 52,000 25,000 73,000 50,000 23,000 Fantasia III JV 44,000 44,000 — 123,000 51,000 72,000 FPH JV 41,000 41,000 — 38,000 38,000 — Total $ 314,000 $ 181,000 $ 133,000 $ 570,000 $ 157,000 $ 413,000 |
Receivables (Tables)
Receivables (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Receivables | |
Schedule of tenant and other receivables | March 31, December 31, 2022 2021 Straight-line rent receivables $ 2,769,000 $ 2,395,000 Distribution receivables from Equity-Method Investments 577,000 582,000 Asset management fees 213,000 323,000 Other receivables 193,000 86,000 Total $ 3,752,000 $ 3,386,000 |
Intangible Lease Assets (Tables
Intangible Lease Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Intangible Lease Assets | |
Schedule of intangible lease assets | March 31, December 31, 2022 2021 In-place leases $ 13,778,000 $ 13,778,000 Less: accumulated amortization (247,000) (18,000) In-place leases, net 13,531,000 13,760,000 Above-market leases 959,000 959,000 Less: accumulated amortization (48,000) (32,000) Above-market leases, net 911,000 927,000 Total intangible lease assets, net $ 14,442,000 $ 14,687,000 |
Schedule of expected future amortization of the intangible lease assets | Years ending December 31, April 1, 2022 to December 31, 2022 $ 735,000 2023 980,000 2024 980,000 2025 980,000 2026 980,000 Thereafter 9,787,000 $ 14,442,000 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity | |
Schedule of stock options | The following table summarizes our stock options as of March 31, 2022: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Options outstanding at January 1, 2022 1,867,908 $ 2.09 Granted — Exercised — Cancelled/forfeited — Options outstanding at March 31, 2022 1,867,908 $ 2.09 5.56 $ 1,597,000 Options exercisable at March 31, 2022 1,855,963 $ 2.08 5.55 $ 1,588,000 |
Schedule of unrecognized stock-based compensation expense | Years Ending December 31, April 1, 2022 to December 31, 2022 $ 6,000 2023 1,000 $ 7,000 |
Organization (Details)
Organization (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)property | Mar. 31, 2022USD ($)property | Dec. 31, 2021USD ($)property | |
Organization [Line Items] | |||
Equity method investment ownership percentage | 10.00% | ||
Equity-method investments | $ | $ 8,304,000 | $ 7,902,000 | |
Number of owned properties | 17 | ||
Summit Healthcare Operating Partnership | |||
Organization [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 99.88% | ||
Summit Healthcare Operating Partnership | Cornerstone Realty Advisors, LLC | |||
Organization [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest by Affiliates | 0.12% | ||
Cornerstone Healthcare Partners [Member] | |||
Organization [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 95.00% | ||
Cornerstone Healthcare Real Estate Fund [Member] | |||
Organization [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest by Affiliates | 5.00% | ||
JV Properties [Member] | |||
Organization [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 4.70% | 4.70% | |
Number of owned properties | 4 | 4 | |
Summit Union Life Holding | |||
Organization [Line Items] | |||
Real Estate Investment Trust Own Percentage | 10.00% | ||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest by Affiliates | 10.00% | 10.00% | |
Number of owned properties | 17 | 17 | |
Four Jv Properties [Member] | |||
Organization [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 95.30% | ||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest by Affiliates | 95.30% | 95.30% | |
Fantasia III JV | |||
Organization [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest by Affiliates | 10.00% | 10.00% | |
Number of owned properties | 9 | 9 | |
Summit Fantasy Pearl Holdings, LLC | |||
Organization [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 10.00% | 10.00% | |
Number of owned properties | 6 | 6 | |
Fantasia II JV | |||
Organization [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest by Affiliates | 20.00% | ||
Equity method investment ownership percentage | 20.00% | 20.00% | |
Number of owned properties | 2 | 2 | |
Fantasia JV | |||
Organization [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 35.00% | ||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest by Affiliates | 35.00% | 35.00% | |
Number of owned properties | 1 | 2 | |
Summit Health Care Three Properties [Member] | |||
Organization [Line Items] | |||
Equity method investment ownership percentage | 100.00% | ||
Indiana JV | |||
Organization [Line Items] | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 15.00% | 15.00% | |
Equity method investment ownership percentage | 0.00% | ||
Equity-method investments | $ | $ 5,400,000 | ||
Number of owned properties | 14 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Summary of Significant Accounting Policies | ||||
Cash and cash equivalents | $ 13,705,000 | $ 10,488,000 | ||
Restricted cash | 2,696,000 | 2,673,000 | ||
Total cash, cash equivalents, and restricted cash shown on the condensed consolidated statements of cash flows | $ 16,401,000 | $ 13,161,000 | $ 17,751,000 | $ 17,591,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reclassification of Intangible Lease Assets (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Real estate properties, net | $ 177,519,000 | $ 179,102,000 |
Intangible lease assets, net | 14,442,000 | 14,687,000 |
Other assets, net | 534,000 | 422,000 |
Total assets | $ 221,400,000 | 219,126,000 |
As previously reported | ||
Finite-Lived Intangible Assets [Line Items] | ||
Real estate properties, net | 192,862,000 | |
Other assets, net | 1,349,000 | |
Total assets | 219,126,000 | |
Increase (decrease) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Real estate properties, net | (13,760,000) | |
Intangible lease assets, net | 14,687,000 | |
Other assets, net | $ (927,000) |
Investments in Real Estate Pr_3
Investments in Real Estate Properties - Investments in real estate properties (Details) - USD ($) | Dec. 30, 2021 | Jul. 02, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Real Estate Properties [Line Items] | ||||
Real estate properties, net | $ 177,519,000 | $ 179,102,000 | ||
CA3 Properties | ||||
Real Estate Properties [Line Items] | ||||
Total purchase price plus acquisition costs | $ 130,000,000 | $ 20,055,000 | ||
Land | ||||
Real Estate Properties [Line Items] | ||||
Real estate properties, net | 15,565,000 | 15,565,000 | ||
Buildings and improvements | ||||
Real Estate Properties [Line Items] | ||||
Investments in real estate | 166,989,000 | 166,989,000 | ||
Less: accumulated depreciation | (12,546,000) | (11,395,000) | ||
Real estate properties, net | 154,443,000 | 155,594,000 | ||
Furniture and fixtures | ||||
Real Estate Properties [Line Items] | ||||
Investments in real estate | 12,137,000 | 12,137,000 | ||
Less: accumulated depreciation | (4,626,000) | (4,194,000) | ||
Real estate properties, net | $ 7,511,000 | $ 7,943,000 |
Investments in Real Estate Pr_4
Investments in Real Estate Properties - Summary information regarding portfolio (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Real Estate Properties [Line Items] | |
Purchase Price | $ 207,320,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 171,853,000 |
Sheridan Care Center | |
Real Estate Properties [Line Items] | |
Location | Sheridan, OR |
Date Purchased | Aug. 3, 2012 |
Type | SNF |
Purchase Price | $ 4,100,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 4,127,000 |
Fernhill Care Center | |
Real Estate Properties [Line Items] | |
Location | Portland, OR |
Date Purchased | Aug. 3, 2012 |
Type | SNF |
Purchase Price | $ 4,500,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 3,621,000 |
Friendship Haven Healthcare and Rehabilitation Center | |
Real Estate Properties [Line Items] | |
Location | Galveston County, TX |
Date Purchased | Sep. 14, 2012 |
Type | SNF |
Purchase Price | $ 15,000,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 11,487,000 |
Pacific Health and Rehabilitation Center | |
Real Estate Properties [Line Items] | |
Location | Tigard, OR |
Date Purchased | Dec. 24, 2012 |
Type | SNF |
Purchase Price | $ 8,140,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 6,037,000 |
Brookstone of Aledo | |
Real Estate Properties [Line Items] | |
Location | Aledo, IL |
Date Purchased | Jul. 2, 2013 |
Type | AL |
Purchase Price | $ 8,625,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 6,699,000 |
Sundial Assisted Living | |
Real Estate Properties [Line Items] | |
Location | Redding, CA |
Date Purchased | Dec. 18, 2013 |
Type | AL |
Purchase Price | $ 3,500,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 3,726,000 |
Pennington Gardens | |
Real Estate Properties [Line Items] | |
Location | Chandler, AZ |
Date Purchased | Jul. 17, 2017 |
Type | AL/MC |
Purchase Price | $ 13,400,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 10,156,000 |
Yucaipa Hill Post Acute | |
Real Estate Properties [Line Items] | |
Location | Yucaipa, CA |
Date Purchased | Jul. 2, 2021 |
Type | SNF |
Purchase Price | $ 10,715,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 8,014,000 |
Creekside Post Acute | |
Real Estate Properties [Line Items] | |
Location | Yucaipa, CA |
Date Purchased | Jul. 2, 2021 |
Type | SNF |
Purchase Price | $ 4,780,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 3,575,000 |
University Post Acute | |
Real Estate Properties [Line Items] | |
Location | Mentone, CA |
Date Purchased | Jul. 2, 2021 |
Type | SNF |
Purchase Price | $ 4,560,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 3,411,000 |
Calhoun Health Center | |
Real Estate Properties [Line Items] | |
Location | Calhoun, GA |
Date Purchased | Dec. 30, 2021 |
Type | SNF |
Purchase Price | $ 7,670,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 6,549,000 |
Maple Ridge Health Care Center | |
Real Estate Properties [Line Items] | |
Location | Cartersville, GA |
Date Purchased | Dec. 30, 2021 |
Type | SNF |
Purchase Price | $ 13,548,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 11,568,000 |
East Lake Arbor | |
Real Estate Properties [Line Items] | |
Location | Decatur, GA |
Date Purchased | Dec. 30, 2021 |
Type | SNF |
Purchase Price | $ 15,640,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 13,354,000 |
Chatsworth Health Care Center | |
Real Estate Properties [Line Items] | |
Location | Chatsworth, GA |
Date Purchased | Dec. 30, 2021 |
Type | SNF |
Purchase Price | $ 29,785,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 25,432,000 |
Fairburn Health Care Center | |
Real Estate Properties [Line Items] | |
Location | Fairburn, GA |
Date Purchased | Dec. 30, 2021 |
Type | SNF |
Purchase Price | $ 14,644,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 12,503,000 |
Grandview Health Care Center | |
Real Estate Properties [Line Items] | |
Location | Jasper, GA |
Date Purchased | Dec. 30, 2021 |
Type | SNF |
Purchase Price | $ 10,061,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 8,591,000 |
Rosemont at Stone Mountain | |
Real Estate Properties [Line Items] | |
Location | Stone Mountain, GA |
Date Purchased | Dec. 30, 2021 |
Type | SNF |
Purchase Price | $ 23,908,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 20,414,000 |
Willowwood Nursing Center & Rehab | |
Real Estate Properties [Line Items] | |
Location | Flowery Branch, GA |
Date Purchased | Dec. 30, 2021 |
Type | SNF |
Purchase Price | $ 14,744,000 |
Loans Payable, Excluding Debt Issuance Costs | $ 12,589,000 |
Investments in Real Estate Pr_5
Investments in Real Estate Properties - Future Minimum Lease Payments (Details) | Mar. 31, 2022USD ($) |
Investments in Real Estate Properties | |
April 1, 2022 to December 31, 2022 | $ 13,281,000 |
2023 | 17,983,000 |
2024 | 18,272,000 |
2025 | 18,566,000 |
2026 | 18,865,000 |
Thereafter | 165,462,000 |
Operating Leases, Future Minimum Payments Receivable | $ 252,429,000 |
Investments in Real Estate Pr_6
Investments in Real Estate Properties - Intangible lease assets (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Above-market leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 959,000 | $ 959,000 |
Accumulated Amortization | 48,000 | 32,000 |
In-place leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 13,778,000 | 13,778,000 |
Accumulated Amortization | $ 247,000 | $ 18,000 |
Investments in Real Estate Pr_7
Investments in Real Estate Properties - Additional information (Details) | Feb. 10, 2022USD ($) | Dec. 30, 2021USD ($)facility | Jul. 02, 2021USD ($)facilityitem | May 31, 2021USD ($) | Mar. 31, 2021USD ($)property | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($)property | Dec. 31, 2021USD ($) | Mar. 31, 2022 | Mar. 31, 2022property |
Real Estate Properties [Line Items] | ||||||||||
Number of leased real estate properties | 7 | 7 | 18 | 18 | ||||||
Depreciation and amortization | $ 1,600,000 | $ 400,000 | ||||||||
Equity-method investments | $ 8,304,000 | 7,902,000 | ||||||||
Percentage of Real Estate Properties | 100.00% | |||||||||
Deferred Costs | $ 1,100,000 | 1,100,000 | ||||||||
Unamortized balance of capitalized leasing commissions | 400,000 | $ 500,000 | ||||||||
Amortization of Deferred Leasing Commissions | 17,000 | $ 17,000 | ||||||||
CA3 Properties | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Business Combination, Acquisition Related Costs | $ 80,000 | |||||||||
Number of skilled nursing facilities acquired | facility | 8 | 3 | ||||||||
Purchase price amount | $ 130,000,000 | $ 20,055,000 | ||||||||
Number of unrelated parties for lease under acquisition | item | 3 | |||||||||
Lease term under three separate triple net leases | 15 years | 15 years | ||||||||
CA3 Properties | First renewal options | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Lease renewal options | 5 years | |||||||||
CA3 Properties | Second renewal options | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Lease renewal options | 5 years | |||||||||
CA3 Properties | Yucaipa, California | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of skilled nursing facilities acquired | facility | 2 | |||||||||
CA3 Properties | Mentone, California | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of skilled nursing facilities acquired | facility | 1 | |||||||||
GA8 Properties | First renewal options | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Lease renewal options | 5 years | |||||||||
GA8 Properties | Second renewal options | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Lease renewal options | 5 years | |||||||||
Pennington Gardens facility in Chandler, Arizona | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Rent receivable written off | $ 400,000 | |||||||||
Rent proceeds received, Settlement | $ 200,000 | |||||||||
Sundial Assisted Living facility in Redding, California | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of leased real estate properties | property | 35 | |||||||||
Equity-method investments | $ 12,750,000 | |||||||||
Rent receivable written off | $ 100,000 |
Loans Payable - Debt (Details)
Loans Payable - Debt (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 184,603,000 | $ 184,878,000 |
Less debt issuance costs | (4,281,000) | (4,508,000) |
Total loans payable | 180,322,000 | 180,370,000 |
CIBC Bank | LIBOR | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 15,000,000 | 15,000,000 |
CIBC Bank | SOFR | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 91,000,000 | 91,000,000 |
Capital One Multifamily Finance LLC [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 10,156,000 | 10,194,000 |
Lument Capital (formerly ORIX Real Estate Capital, LLC) [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 35,697,000 | 35,934,000 |
Oxford Finance, LLC [Member] | LIBOR | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 20,000,000 | 20,000,000 |
Oxford Finance, LLC [Member] | GA8 Properties | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 12,750,000 | $ 12,750,000 |
Loans Payable - (Parenthetical)
Loans Payable - (Parenthetical) (Details) - USD ($) | Dec. 30, 2021 | Jul. 02, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 |
Debt Instrument, Periodic Payment | $ 12,750,000 | ||||
Debt Instrument, Description of Variable Rate Basis | 100 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | 4.00% | 4.00% | 4.00% | |
LIBOR | |||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | 12.00% | ||
LIBOR floor (as a percentage) | 1.00% | 1.00% | |||
Interest on loan with LIBOR | 11.00% | 11.00% | |||
SOFR | |||||
LIBOR floor (as a percentage) | 3.50% | 3.50% | |||
Interest on loan with LIBOR | 0.50% | 0.50% | |||
CIBC Bank | |||||
Debt Instrument, Periodic Payment | $ 314,000 | $ 314,000 | |||
CA3 Properties | CIBC Bank | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | 5.00% | ||
Principal amount of loan | $ 65,000 | $ 65,000 | $ 65,000 | ||
LIBOR floor (as a percentage) | 1.00% | ||||
Interest on loan with LIBOR | 4.00% | ||||
GA8 Properties | Summit Georgia Holdings LLC | |||||
Principal amount of loan | 12,750,000 | $ 12,750,000 | |||
GA8 Properties | LIBOR | |||||
Debt Instrument, Description of Variable Rate Basis | 100 | ||||
GA8 Properties | SOFR | |||||
Debt Instrument, Description of Variable Rate Basis | 50 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 0.75% | ||||
Interest on loan with LIBOR | 3.50% | ||||
Minimum | GA8 Properties | Summit Georgia Holdings LLC | |||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||||
CIBC Bank | CA3 Properties | |||||
Principal amount of loan | $ 15,000,000 | ||||
LIBOR floor (as a percentage) | 4.00% | ||||
Interest on loan with LIBOR | 1.00% | ||||
CIBC Bank | GA8 Properties | |||||
Debt Instrument, Periodic Payment | $ 91,000,000 | ||||
Capital One Multifamily Finance LLC [Member] | |||||
Debt Instrument, Periodic Payment | $ 49,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.23% | 4.23% | |||
Oxford Finance, LLC [Member] | |||||
Debt Instrument, Periodic Payment | $ 207,000 | 207,000 | |||
Principal amount of loan | $ 132,000 | $ 132,000 | $ 132,000 | ||
Oxford Finance, LLC [Member] | LIBOR | |||||
LIBOR floor (as a percentage) | 1.00% | 1.00% | |||
Interest on loan with LIBOR | 11.00% | 11.00% | |||
Lument Capital (formerly ORIX Real Estate Capital, LLC) [Member] | |||||
Debt Instrument, Periodic Payment | $ 183,000 | $ 183,000 | |||
Lument Capital (formerly ORIX Real Estate Capital, LLC) [Member] | Minimum | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.79% | 2.79% | 2.79% | ||
Lument Capital (formerly ORIX Real Estate Capital, LLC) [Member] | Maximum | |||||
Debt Instrument, Interest Rate, Stated Percentage | 4.20% | 4.20% | 4.20% | ||
First Priority Mortgage Loan | |||||
Principal amount of loan | $ 91,000,000 | $ 91,000,000 | |||
Second Priority Mortgage Loan | |||||
Principal amount of loan | $ 20,000,000 | $ 20,000,000 |
Loans Payable - Maturities of l
Loans Payable - Maturities of long term debt (Details) | Mar. 31, 2022USD ($) |
Loans Payable | |
April 1, 2022 to December 31, 2022 | $ 994,000 |
2023 | 1,475,000 |
2024 | 106,731,000 |
2025 | 21,246,000 |
2026 | 14,042,000 |
Thereafter | 40,115,000 |
Total | $ 184,603,000 |
Loans Payable - Additional info
Loans Payable - Additional information (Details) - USD ($) | Dec. 30, 2021 | Jul. 02, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2024 |
Debt Instrument [Line Items] | ||||||
Debt Instrument, Periodic Payment | $ 12,750,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | 4.00% | 4.00% | |||
Long-term Debt, Gross | $ 184,603,000 | $ 184,878,000 | ||||
Interest expense (excluding debt issuance costs amortization and interest expense related to the Oxford mezzanine loan) | 2,600,000 | 500,000 | ||||
Debt Instrument, Unamortized Discount | 4,281,000 | 4,508,000 | ||||
Amortization of Debt Discount (Premium) | 200,000 | $ 18,000 | ||||
Long-term Debt, Fair Value | $ 100,000 | |||||
Monthly interest fee percentage | 22.00% | |||||
Debt Instrument, Description of Variable Rate Basis | 100 | |||||
Prepayment Premium percentage Prior to First anniversary | 5.00% | |||||
Debt Instrument, Unamortized Discount | 4,281,000 | 4,508,000 | ||||
Loan paid off after due date | $ 140,000 | |||||
Interest expense related to Oxford montly fee | $ 200,000 | |||||
SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Interest on loan with LIBOR | 0.50% | 0.50% | ||||
Loans Payable, Floor Interest Rate | 3.50% | 3.50% | ||||
LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||||
Interest on loan with LIBOR | 11.00% | 11.00% | ||||
Loans Payable, Floor Interest Rate | 1.00% | 1.00% | ||||
GA8 Properties | SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.75% | |||||
Debt Instrument, Description of Variable Rate Basis | 50 | |||||
Interest on loan with LIBOR | 3.50% | |||||
GA8 Properties | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Description of Variable Rate Basis | 100 | |||||
GA8 Properties | Summit Georgia Holdings LLC | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 12,750,000 | |||||
GA8 Properties | Summit Georgia Holdings LLC | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | |||||
CIBC Bank | SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | 91,000,000 | $ 91,000,000 | ||||
CIBC Bank | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | 15,000,000 | 15,000,000 | ||||
CIBC Bank | CA3 Properties | ||||||
Debt Instrument [Line Items] | ||||||
Interest on loan with LIBOR | 1.00% | |||||
Debt Instrument, Face Amount | $ 15,000,000 | |||||
Loans Payable, Floor Interest Rate | 4.00% | |||||
Debt Instrument, Percentage of Prepayment Premium if Prepayment Occurs on or Prior to First Year Anniversary | 3.00% | |||||
Debt Instrument, Percentage of Prepayment Premium if Prepayment Occurs on or Prior to Second Year Anniversary | 2.00% | |||||
Debt Instrument, Percentage of Prepayment Premium if Prepayment Occurs on or Prior to Third Year Anniversary | 1.00% | |||||
Debt Instrument, Percentage of Exit Fee if Sale or Transfer Occurs on or Prior to Second Year Anniversary | 0.50% | |||||
Debt Instrument, Percentage of Exit Fee if Sale or Transfer Occurs After Second Year Anniversary | 0.00% | |||||
CIBC Bank | GA8 Properties | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Periodic Payment | $ 91,000,000 | |||||
Oxford Finance [Member] | GA8 Properties | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Periodic Payment | $ 20,000,000 | |||||
Debt Instrument, Percentage of Prepayment Premium if Prepayment Occurs on or Prior to First Year Anniversary | 5.00% | |||||
Debt Instrument, Percentage of Prepayment Premium if Prepayment Occurs on or Prior to Second Year Anniversary | 2.00% | |||||
Debt Instrument, Percentage of Prepayment Premium if Prepayment Occurs on or Prior to Third Year Anniversary | 1.00% | |||||
Oxford Finance [Member] | GA8 Properties | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | |||||
Lument Capital (formerly ORIX Real Estate Capital, LLC) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Periodic Payment | 183,000 | 183,000 | ||||
Long-term Debt, Gross | $ 35,697,000 | $ 35,934,000 | ||||
Lument Capital (formerly ORIX Real Estate Capital, LLC) [Member] | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.79% | 2.79% | ||||
Lument Capital (formerly ORIX Real Estate Capital, LLC) [Member] | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.20% | 4.20% | ||||
First Priority Mortgage Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 91,000,000 | |||||
First Priority Mortgage Loan | GA8 Properties | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Percentage of Prepayment Premium if Prepayment Occurs on or Prior to First Year Anniversary | 3.00% | |||||
Debt Instrument, Percentage of Prepayment Premium if Prepayment Occurs on or Prior to Second Year Anniversary | 2.00% | |||||
Debt Instrument, Percentage of Prepayment Premium if Prepayment Occurs on or Prior to Third Year Anniversary | 1.00% | |||||
Debt Instrument, Percentage of Exit Fee if Sale or Transfer Occurs on or Prior to Second Year Anniversary | 0.50% | |||||
Debt Instrument, Percentage of Exit Fee if Sale or Transfer Occurs After Second Year Anniversary | 0.00% | |||||
Second Priority Mortgage Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 20,000,000 |
Equity-Method Investments - Sum
Equity-Method Investments - Summarized Financial Data for Equity-Method Investments (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||
Revenue | $ 6,114,000 | $ 1,262,000 |
Income (loss) from operations | 4,651,000 | 1,915,000 |
Net (loss) income | (306,000) | (1,740,000) |
Net Income (loss) | (325,000) | (1,758,000) |
Summit interest in Equity-Method Investments net income (loss) | $ 642,000 | (235,000) |
Equity method investment ownership percentage | 10.00% | |
SUL JV | ||
Schedule of Equity Method Investments [Line Items] | ||
Income (loss) from operations | $ 1,598,000 | 1,547,000 |
Summit interest in Equity-Method Investments net income (loss) | 45,000 | 18,000 |
Fantasia JV | ||
Schedule of Equity Method Investments [Line Items] | ||
Income (loss) from operations | 1,172,000 | 71,000 |
Summit interest in Equity-Method Investments net income (loss) | 376,000 | 100,000 |
Fantasia II JV | ||
Schedule of Equity Method Investments [Line Items] | ||
Income (loss) from operations | 490,000 | 485,000 |
Summit interest in Equity-Method Investments net income (loss) | 52,000 | 50,000 |
Fantasia III JV | ||
Schedule of Equity Method Investments [Line Items] | ||
Income (loss) from operations | 971,000 | 1,037,000 |
Summit interest in Equity-Method Investments net income (loss) | 48,000 | 52,000 |
FPH JV | ||
Schedule of Equity Method Investments [Line Items] | ||
Income (loss) from operations | 420,000 | 421,000 |
Summit interest in Equity-Method Investments net income (loss) | 121,000 | 85,000 |
Indiana JV | ||
Schedule of Equity Method Investments [Line Items] | ||
Income (loss) from operations | (1,646,000) | |
Summit interest in Equity-Method Investments net income (loss) | (540,000) | |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Revenue | 9,600,000 | 9,400,000 |
Net Income (loss) | 3,471,000 | $ (1,522,000) |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Indiana JV | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment ownership percentage | 15.00% | |
Above market lease amortization | $ 800,000 | |
Interest income | 200,000 | |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | SUL JV | ||
Schedule of Equity Method Investments [Line Items] | ||
Revenue | 5,195,000 | 5,176,000 |
Net Income (loss) | 447,000 | 178,000 |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Fantasia JV | ||
Schedule of Equity Method Investments [Line Items] | ||
Revenue | 729,000 | 929,000 |
Net Income (loss) | 1,076,000 | 288,000 |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Fantasia II JV | ||
Schedule of Equity Method Investments [Line Items] | ||
Revenue | 716,000 | 921,000 |
Net Income (loss) | 260,000 | 249,000 |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Fantasia III JV | ||
Schedule of Equity Method Investments [Line Items] | ||
Revenue | 2,062,000 | 2,056,000 |
Net Income (loss) | 477,000 | 514,000 |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | FPH JV | ||
Schedule of Equity Method Investments [Line Items] | ||
Revenue | 898,000 | 890,000 |
Net Income (loss) | $ 1,211,000 | 847,000 |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Indiana JV | ||
Schedule of Equity Method Investments [Line Items] | ||
Net Income (loss) | $ (3,598,000) |
Equity-Method Investments - Dis
Equity-Method Investments - Distributions receivable (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Dividends Receivable | $ 577,000 | $ 582,000 |
SUL JV | ||
Dividends Receivable | 259,000 | 273,000 |
Fantasia JV | ||
Dividends Receivable | 235,000 | 205,000 |
Fantasia II JV | ||
Dividends Receivable | 55,000 | 54,000 |
Fantasia III JV | ||
Dividends Receivable | 22,000 | |
FPH JV | ||
Dividends Receivable | $ 28,000 | $ 28,000 |
Equity-Method Investments - Cas
Equity-Method Investments - Cash Distributions (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Total Cash Distributions Received | $ 314,000 | $ 570,000 |
Cash Flow from Operating Activities | 181,000 | 157,000 |
Cash Flow from Investing Activities | 133,000 | 413,000 |
SUL JV | ||
Total Cash Distributions Received | 152,000 | 336,000 |
Cash Flow from Operating Activities | 44,000 | 18,000 |
Cash Flow from Investing Activities | 108,000 | 318,000 |
Fantasia JV | ||
Total Cash Distributions Received | 0 | 0 |
Cash Flow from Operating Activities | 0 | 0 |
Cash Flow from Investing Activities | 0 | 0 |
Fantasia II JV | ||
Total Cash Distributions Received | 77,000 | 73,000 |
Cash Flow from Operating Activities | 52,000 | 50,000 |
Cash Flow from Investing Activities | 25,000 | 23,000 |
Fantasia III JV | ||
Total Cash Distributions Received | 44,000 | 123,000 |
Cash Flow from Operating Activities | 44,000 | 51,000 |
Cash Flow from Investing Activities | 72,000 | |
FPH JV | ||
Total Cash Distributions Received | 41,000 | 38,000 |
Cash Flow from Operating Activities | 41,000 | 38,000 |
Cash Flow from Investing Activities | $ 0 | $ 0 |
Equity-Method Investments - Add
Equity-Method Investments - Additional information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Equity method investment ownership percentage | 10.00% | |||
Equity-method investments | $ 8,304,000 | $ 7,902,000 | ||
Dividends Receivable | 577,000 | 582,000 | ||
Proceeds from Dividends Received | 181,000 | $ 157,000 | ||
Revenue from Contract with Customer, Including Assessed Tax | 165,000 | 329,000 | ||
Asset management fees | $ 213,000 | $ 323,000 | ||
Indiana JV | ||||
Equity method investment ownership percentage | 0.00% | |||
Equity-method investments | $ 5,400,000 | |||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 15.00% | 15.00% | ||
Indiana JV | ||||
Equity Method Investment, Amount Sold | $ 5,400,000 | |||
Equity Method Investments | ||||
Asset management fees | $ 200,000 | $ 300,000 | ||
Summit Union Life Holdings, LLC [Member] | ||||
Minimum percentage of interest in annual return | 9.00% | |||
Percentage of interest in annual return | 10.00% | |||
Equity-method investments | $ 2,800,000 | $ 2,900,000 | ||
Summit Union Life Holdings, LLC [Member] | Operating Partnership [Member] | ||||
Net Operating Cash Flows, Percentage of Interest | 25.00% | |||
Capital Proceeds, Percentage of Interest | 25.00% | |||
Summit Union Life Holdings, LLC [Member] | Best Years Llc [Member] | ||||
Net Operating Cash Flows, Percentage of Interest | 75.00% | |||
Capital Proceeds, Percentage of Interest | 75.00% | |||
Summit Fantasia Holdings Llc [Member] | ||||
Percentage of interest in annual return | 8.00% | |||
Equity-method investments | $ 2,400,000 | 2,000,000 | ||
Summit Fantasia Holdings Llc [Member] | Operating Partnership [Member] | ||||
Net Operating Cash Flows, Percentage of Interest | 50.00% | |||
Capital Proceeds, Percentage of Interest | 50.00% | |||
Summit Fantasia Holdings Llc [Member] | Fantasia Investment III LLC [Member] | ||||
Net Operating Cash Flows, Percentage of Interest | 50.00% | |||
Capital Proceeds, Percentage of Interest | 50.00% | |||
Summit Fantasia ll Holdings LLC | ||||
Percentage of interest in annual return | 8.00% | |||
Equity-method investments | $ 1,300,000 | 1,300,000 | ||
Summit Fantasia ll Holdings LLC | Operating Partnership [Member] | ||||
Net Operating Cash Flows, Percentage of Interest | 30.00% | |||
Capital Proceeds, Percentage of Interest | 30.00% | |||
Summit Fantasia ll Holdings LLC | Fantasia Investment III LLC [Member] | ||||
Net Operating Cash Flows, Percentage of Interest | 70.00% | |||
Capital Proceeds, Percentage of Interest | 70.00% | |||
Summit Fantasia Holdings III, LLC [Member] | ||||
Percentage of interest in annual return | 9.00% | |||
Equity-method investments | $ 1,500,000 | 1,500,000 | ||
Summit Fantasia Holdings III, LLC [Member] | Operating Partnership [Member] | ||||
Net Operating Cash Flows, Percentage of Interest | 25.00% | |||
Capital Proceeds, Percentage of Interest | 25.00% | |||
Summit Fantasia Holdings III, LLC [Member] | Fantasia Investment III LLC [Member] | ||||
Net Operating Cash Flows, Percentage of Interest | 75.00% | |||
Capital Proceeds, Percentage of Interest | 75.00% | |||
Summit Fantasy Pearl Holdings, LLC | ||||
Percentage of interest in annual return | 9.00% | |||
Equity-method investments | $ 300,000 | $ 200,000 | ||
Summit Fantasy Pearl Holdings, LLC | Operating Partnership [Member] | ||||
Net Operating Cash Flows, Percentage of Interest | 20.00% | |||
Capital Proceeds, Percentage of Interest | 20.00% | |||
Summit Fantasy Pearl Holdings, LLC | Fantasia Investment III LLC [Member] | ||||
Net Operating Cash Flows, Percentage of Interest | 7.25% | |||
Capital Proceeds, Percentage of Interest | 7.25% | |||
Summit Fantasy Pearl Holdings, LLC | Summit Fantasy Pearl Holdings, LLC- Equity-Method Investment | ||||
Net Operating Cash Flows, Percentage of Interest | 65.25% | |||
Capital Proceeds, Percentage of Interest | 65.25% | |||
Summit Fantasy Pearl Holdings, LLC | Atlantis [Member] | ||||
Net Operating Cash Flows, Percentage of Interest | 7.50% | |||
Capital Proceeds, Percentage of Interest | 7.50% | |||
Indiana JV | ||||
Equity method investment ownership percentage | 0.00% |
Receivables (Details)
Receivables (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Receivables | ||
Straight-line rent receivables | $ 2,769,000 | $ 2,395,000 |
Distribution receivables from Equity-Method Investments | 577,000 | 582,000 |
Asset management fees | 213,000 | 323,000 |
Other receivables | 193,000 | 86,000 |
Total | $ 3,752,000 | $ 3,386,000 |
Intangible Lease Assets (Detail
Intangible Lease Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Intangible Lease Assets | ||
Intangible Lease Assets, Net | $ 14,442,000 | $ 14,687,000 |
Amortization expense for intangible lease assets | 200,000 | |
In-place leases | ||
Intangible Lease Assets | ||
Intangible Lease Assets, Gross | 13,778,000 | 13,778,000 |
Less: Accumulated amortization | (247,000) | (18,000) |
Intangible Lease Assets, Net | 13,531,000 | 13,760,000 |
Above-market leases | ||
Intangible Lease Assets | ||
Intangible Lease Assets, Gross | 959,000 | 959,000 |
Less: Accumulated amortization | (48,000) | (32,000) |
Intangible Lease Assets, Net | 911,000 | $ 927,000 |
Above-market leases | Rental revenues | ||
Intangible Lease Assets | ||
Amortization of above market leases | $ 16,000 |
Intangible Lease Assets - Expec
Intangible Lease Assets - Expected future amortization (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Intangible Lease Assets | ||
April 1, 2022 to December 31, 2022 | $ 735,000 | |
2023 | 980,000 | |
2024 | 980,000 | |
2025 | 980,000 | |
2026 | 980,000 | |
Thereafter | 9,787,000 | |
Intangible Lease Assets, Net | $ 14,442,000 | $ 14,687,000 |
Concentration of Risk (Details)
Concentration of Risk (Details) | 3 Months Ended | ||
Mar. 31, 2022tenant | Mar. 31, 2021tenantproperty | Mar. 31, 2022property | |
Concentration Risk [Line Items] | |||
Number of owned properties held by Equity Method Investment | 35 | ||
Number of leased real estate properties | 18 | 7 | 18 |
Number of tenants under long-term triple net leases | tenant | 16 | 5 | |
Number of tenants represents more than 10% of our rental revenue | tenant | 3 | 4 | |
Customer Concentration Risk [Member] | Tenant [Member] | Assets, Total [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 20.00% | ||
Georgia | |||
Concentration Risk [Line Items] | |||
Number of Owned Properties | 8 | ||
California | |||
Concentration Risk [Line Items] | |||
Number of Owned Properties | 4 | ||
Oregon | |||
Concentration Risk [Line Items] | |||
Number of Owned Properties | 3 | ||
Texas | |||
Concentration Risk [Line Items] | |||
Number of Owned Properties | 1 | ||
Illinois | |||
Concentration Risk [Line Items] | |||
Number of Owned Properties | 1 | ||
Arizona | |||
Concentration Risk [Line Items] | |||
Number of Owned Properties | 1 |
Fair Value Measurements of Fi_2
Fair Value Measurements of Financial Instruments (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of loans payable | $ 177,100,000 | $ 177,300,000 | |
Long-term Debt, Gross | 184,603,000 | $ 184,878,000 | |
Asset impairment charges | $ 0 | $ 0 | |
Minimum | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair values utilized discount rates | 4.00% | ||
Maximum | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair values utilized discount rates | 12.00% | ||
Weighted Average [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair values utilized discount rates | 6.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Commitments and Contingencies | |
Purchased the investors' interests | $ 0.9 |
Equity - Stock options (Details
Equity - Stock options (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Equity | |
Options outstanding, Beginning Balance | 1,867,908 |
Granted | 0 |
Exercised | 0 |
Options outstanding, Ending Balance | 1,867,908 |
Options exercisable, Ending Balance | 1,855,963 |
Weighted Average Exercise Price, Outstanding at Beginning Balance | $ / shares | $ 2.09 |
Weighted Average Exercise Price, Outstanding at Ending Balance | $ / shares | 2.09 |
Weighted Average Exercise Price, Exercisable at Ending Balance | $ / shares | $ 2.08 |
Options outstanding, Weighted Average Remaining Contractual Term | 5 years 6 months 21 days |
Options exercisable, Weighted Average Remaining Contractual Term | 5 years 6 months 18 days |
Options outstanding, Aggregate Intrinsic Value | $ | $ 1,597,000 |
Options exercisable, Aggregate Intrinsic Value | $ | $ 1,588,000 |
Equity - Unrecognized stock-bas
Equity - Unrecognized stock-based compensation expense (Details) | Mar. 31, 2022USD ($) |
Schedule of Equity Method Investments [Line Items] | |
Unrecognized stock-based compensation expense related to unvested stock options, net of forfeitures | $ 7,000 |
April 1, 2022 to December 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |
Unrecognized stock-based compensation expense related to unvested stock options, net of forfeitures | 6,000 |
2023 | |
Schedule of Equity Method Investments [Line Items] | |
Unrecognized stock-based compensation expense related to unvested stock options, net of forfeitures | $ 1,000 |
Equity - Additional information
Equity - Additional information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of Equity [Line Items] | ||
Weighted average grant date fair value (per share) | $ 0.57 | |
General and Administrative Expense [Member] | ||
Schedule of Equity [Line Items] | ||
Stock-based compensation expense | $ 8,000 | $ 36,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 01, 2022 | Mar. 31, 2022 |
Subsequent Event [Line Items] | ||
Stock options granted | 0 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Lease term | 66 months | |
Lease renewal term | 5 years | |
Annual base rent | $ 204,399 | |
Percentage of increase in annual base rent each year | 3.00% | |
Subsequent Event [Member] | Stock Options | Incentive Plan | ||
Subsequent Event [Line Items] | ||
Stock options granted | 81,000 | |
Expiration period | 10 years |