☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ ☒ No ☒☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial ~~account~~accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~June 6, 2018,~~May 8, 2023, there were approximately ~~10.8~~11.6 million outstanding shares of Class A common stock, noapproximately 0.1 million outstanding shares of Class T common stock, ~~and no~~approximately 0.1 million outstanding shares of Class W common stock, approximately 1.1 million outstanding shares of Class Y common stock, and approximately 0.2 million outstanding shares of Class Z common stock of the registrant.

Certain statements contained in this Form10-Q of Strategic Student & Senior Housing Trust, Inc., other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable. Such statements include, in particular, statements about our plans, strategies, and prospects and are subject to certain risks and uncertainties, including known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “seek,” “continue,” or other similar words. Any such forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate, and beliefs of, and assumptions made by, our management and involve uncertainties that could significantly affect our financial results. Such statements include, but are not limited to: (i) statements about our plans, strategies, initiatives, and prospects; (ii) potential future outbreaks of infectious diseases or other health concerns, which could adversely affect the Company’s business and its tenant; and (iii) statements about our future results of operations, capital expenditures, and liquidity. Such statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those projected or anticipated, including, without limitation: changes in economic conditions generally and the real estate market specifically; legislative and regulatory changes, including changes to laws governing the taxation of real estate investment trusts, or REITs; our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due; our ability to maintain our qualification as a REIT for U.S. federal income tax purposes; our ability to retain our executives and key employees; and increased operating costs due to labor market challenges and macroeconomic factors such as inflation.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the Securities and Exchange ~~Commission.~~Commission and are not intended to be a guarantee of our performance in future periods. We cannot guarantee the accuracy of any such forward-looking statements contained in this Form10-Q, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

~~Any~~For further information regarding risks and uncertainties associated with our business, and important factors that could cause our actual results to vary materially from those expressed or implied in such forward-looking statements, ~~are subject~~please refer to ~~risks, uncertainties,~~the factors listed and ~~other factors~~described under “Management’s Discussion and ~~are based on a number~~Analysis of ~~assumptions involving judgments with respect to, among other things, future economic, competitive,~~Financial Condition and ~~market conditions, all~~Results of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operationsOperations” and ~~provide distributions to stockholders, and our ability to find suitable investment properties, may be significantly hindered. See the risk factors identified in~~ the “Risk Factors” ~~section~~sections of the documents we file from time to time with the U.S. Securities and Exchange Commission, including, but not limited to, our ~~Registration Statement~~Annual Report on Form~~S-11~~ ~~(SEC RegistrationNo. 333-220646),~~ 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission, as supplemented by the risk factors included in Part II, Item 1A of this Form~~10-Q,~~ ~~for a discussion of some, although not all, of the risks and uncertainties that could cause actual results to differ materially from those presented in our forward-looking statements.~~

The information furnished in the accompanying unaudited consolidated balance sheets and related consolidated statements of operations, equity and temporary equity, and cash flows reflects all adjustments (consisting of normal and recurring adjustments) that are, in management’s opinion, necessary for a fair and consistent presentation of the aforementioned consolidated financial statements.

The accompanying consolidated financial statements should be read in conjunction with the notes to our consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this report on Form10-Q. The accompanying consolidated financial statements should also be read in conjunction with our consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our ~~Registration Statement~~Annual Report on Form~~S-11~~ ~~(SEC RegistrationNo. 333-220646).~~ 10-K for the year ended December 31, 2022. Our results of operations for the three months ended March 31, ~~2018~~2023 are not necessarily indicative of the operating results expected for the full year.


	March 31, 2018 (Unaudited)			December 31, 2017			March 31, 2023 (Unaudited)			December 31, 2022
ASSETS
Real estate facilities:
Land	$	14,992,000		$	8,683,000		$	16,908,000		$	16,908,000
Buildings		147,241,878			83,026,000			197,151,268			197,087,925
Site improvements		2,576,000			1,511,000			3,587,917			3,587,917
Furniture, fixtures and equipment		7,277,765			5,038,516			10,607,190			10,422,712
								228,254,375			228,006,554
		172,087,643			98,258,516
Accumulated depreciation		(2,274,719	)		(1,254,849	)		(35,272,186	)		(33,485,918	)
								192,982,189			194,520,636
Real estate facilities, net		169,812,924			97,003,667
Construction in process								2,453,669			1,762,703
Total real estate facilities, net								195,435,858			196,283,339
Cash and cash equivalents		9,417,351			10,371,998			8,343,471			10,321,573
Restricted cash		247,909			—			2,570,268			2,223,036
Other assets		3,798,895			4,006,881			1,480,434			1,626,150
Intangible assets, net		8,234,032			3,743,640

Total assets	$	191,511,111		$	115,126,186		$	207,830,031		$	210,454,098

LIABILITIES AND EQUITY
LIABILITIES, TEMPORARY EQUITY, AND EQUITY
Debt, net	$	116,590,397		$	52,299,638		$	162,317,333		$	162,815,965
Accounts payable and accrued liabilities		2,435,870			1,556,415			3,595,893			3,676,672
Due to affiliates		718,333			246,958			13,516,846			13,084,087
Distributions payable		551,062			463,848			5,843,834			5,520,981

Total liabilities		120,295,662			54,566,859			185,273,906			185,097,705

Commitments and contingencies (Note 9)
Commitments and contingencies (Note 8)
Redeemable common stock		835,112			303,844			5,350,610			5,350,610

Preferred equity in our Operating Partnership								10,165,594			10,165,594
Equity:
Strategic Student & Senior Housing Trust, Inc. equity:
Preferred stock, $0.001 par value; 200,000,000 shares authorized; none issued and outstanding at March 31, 2018 and December 31, 2017		—			—
Common stock, $0.001 par value; 700,000,000 shares authorized; 10,742,658 and 8,948,551 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively		10,743			8,948
Strategic Student & Senior Housing Trust, Inc. Equity:
Preferred stock, $0.001 par value; 200,000,000 shares authorized; none issued and outstanding at March 31, 2023 and December 31, 2022								—			—
Class A Common stock, $0.001 par value; 245,000,000 shares authorized; 11,630,430 shares issued and outstanding at March 31, 2023 and December 31, 2022								11,630			11,630
Class T Common stock, $0.001 par value; 115,000,000 shares authorized; 77,598 shares issued and outstanding at March 31, 2023 and December 31, 2022								78			78
Class W Common stock, $0.001 par value; 70,000,000 shares authorized; 85,548 shares issued and outstanding at March 31, 2023 and December 31, 2022								87			87
Class Y Common stock, $0.001 par value; 200,000,000 shares authorized; 1,123,349 shares issued and outstanding at March 31, 2023 and December 31, 2022								1,122			1,122
Class Z Common stock, $0.001 par value; 70,000,000 shares authorized; 166,494 shares issued and outstanding at March 31, 2023 and December 31, 2022								167			167
Additionalpaid-in capital		83,142,230			68,799,264			97,717,860			97,715,025
Distributions		(2,862,330	)		(1,379,950	)		(17,722,288	)		(17,722,288	)
Accumulated deficit		(8,960,290	)		(6,233,945	)		(71,854,093	)		(69,056,360	)

Total Strategic Student & Senior Housing Trust, Inc. equity		71,330,353			61,194,317			8,154,563			10,949,461

Noncontrolling interests in our Operating Partnership		(950,016	)		(938,834	)		(1,114,642	)		(1,109,272	)

Total equity		70,380,337			60,255,483			7,039,921			9,840,189

Total liabilities and equity	$	191,511,111		$	115,126,186

Total liabilities, temporary equity, and equity							$	207,830,031		$	210,454,098


	Three Months Ended March 31,					Three Months Ended March 31,
	2018			2017		2023			2022
Revenues:
Leasing and related revenues – student	$	2,293,714		$	—	$	1,216,951		$	1,197,910
Leasing and related revenues – senior		1,267,722					7,883,845			6,958,562

Total revenues		3,561,436			—		9,100,796			8,156,472

Operating expenses:
Property operating expenses – student		923,181			—		650,403			627,907
Property operating expenses – senior		734,711					5,738,543			5,213,193
Property operating expenses – affiliates		111,682			—		615,864			600,357
General and administrative		337,082			—		501,758			374,003
Depreciation		1,019,870			—		1,786,268			1,831,010
Intangible amortization expense		1,973,608			—
Acquisition expenses – affiliates		55,974			—
Other property acquisition expenses		164,927			—

Total operating expenses		5,321,035			—		9,292,836			8,646,470

Operating loss		(1,759,599	)		—
Gain on sale of real estate, net							—			12,101,937
Income (loss) from operations							(192,040	)		11,611,939
Other income (expense):
Interest expense		(903,182	)		—		(2,208,950	)		(1,953,508	)
Interest expense – debt issuance costs		(78,537	)		—		(80,214	)		(95,081	)
Loss on extinguishment of debt							—			(1,985,602	)
Other		7,698			—		954			569,468

Net loss		(2,733,620	)		—
Net loss attributable to the noncontrolling interests in our Operating Partnership		7,275			—

Net loss attributable to Strategic Student & Senior Housing Trust, Inc. common stockholders	$	(2,726,345	)	$	—

Net loss per common stock share – basic and diluted	$	(0.28	)	$	—

Weighted average common stock shares outstanding – basic and diluted		9,705,067			111

Net income (loss)							(2,480,250	)		8,147,216
Less: Distributions to preferred unitholders in our Operating Partnership							(322,853	)		(301,981	)
Net loss (income) attributable to the noncontrolling interests in our Operating Partnership							5,370			(13,957	)
Net income (loss) attributable to Strategic Student & Senior Housing Trust, Inc. common stockholders						$	(2,797,733	)	$	7,831,278
Net income (loss) per Class A share – basic						$	(0.21	)	$	0.60
Net income (loss) per Class A share – diluted						$	(0.21	)	$	0.60
Net income (loss) per Class T share – basic and diluted						$	(0.21	)	$	0.60
Net income (loss) per Class W share – basic and diluted						$	(0.21	)	$	0.60
Net income (loss) per Class Y share – basic and diluted						$	(0.21	)	$	0.60
Net income (loss) per Class Z share – basic and diluted						$	(0.21	)	$	0.60
Weighted average Class A shares outstanding – basic							11,624,180			11,620,430
Weighted average Class A shares outstanding – diluted							11,624,180			11,627,930
Weighted average Class T shares outstanding – basic and diluted							77,598			77,598
Weighted average Class W shares outstanding – basic and diluted							85,548			85,548
Weighted average Class Y shares outstanding – basic and diluted							1,123,349			1,123,349
Weighted average Class Z shares outstanding – basic and diluted							166,494			166,494

Note 1. Organization

Strategic Student & Senior Housing Trust, Inc., a Maryland corporation, ~~(the “Company”),~~ was formed on October 4, 2016 under the Maryland General Corporation Law for the purpose of engaging in the business of investing in student housing and senior housing real estate investments. The Company’syear-end is December 31. As used in these consolidated financial statements, “we,” “us,” “our,” and ~~“our”~~“Company” refer to Strategic Student & Senior Housing Trust, Inc. and each of our subsidiaries.

Offering Related

On October 4, 2016, our Advisor, as defined below, acquired 111.11 shares of our common stock for ~~$1,000~~$1,000 and became our initial stockholder. Pursuant to our First Articles of Amendment and Restatement, filed on January 30, 2017, we authorized 700,000,000 shares of common stock with a par value of $0.001 and 200,000,000 shares of preferred stock with a par value of $0.001. On May 1, 2018, in connection with our Public Offering, defined below, we filed articles of amendment to our Charter (the “Articles of Amendment”) and articles supplementary to our Charter (the “Articles Supplementary”). Following the filing of the Articles of Amendment and the Articles Supplementary, our authorized common stock is now 315,000,000 shares designated as Class A shares, 315,000,000 shares designated as Class T shares, and 70,000,000 shares designated as Class W shares. Additionally, on May 1, 2018 all of our then existing shares of common stock became Class A shares. On May 1, 2018 (the “Effective Date”), the Securities and Exchange Commission (“SEC”) declared our registration statement effective to offer a maximum of $1,000,000,000 in shares of common stock for sale to the public (the “Primary Offering”) and $95,000,000 in shares of common stock for sale pursuant to our distribution reinvestment plan (collectively, the “Public Offering”).

On January 27, 2017, pursuant to a confidential private placement memorandum (the ~~“private placement memorandum”~~“Private Placement Memorandum”), we commenced a private offering of up to ~~$100,000,000~~$100,000,000 in shares of our common stock (the “Primary Private Offering”) and 1,000,000 shares of common stock pursuant to our distribution reinvestment plan (collectively, the “Private Offering” and together with the Public Offering described below, the “Offerings”). The Private Offering required a minimum offering amount of ~~$1,000,000.~~$1,000,000. On August 4, 2017, we met such minimum offering requirement. ~~As of March 31, 2018, we had sold approximately 10.7 million shares of our common stock for gross offering proceeds of approximately $91.9 million in the Private Offering.~~ Our Private Offering terminated on March 15, 2018. We raised offering proceeds of approximately $91.5 million from the issuance of approximately 10.7 million shares pursuant to the Private Offering.

~~While~~On May 1, 2018, our registration statement on Form S-11 (File No. 333-220646) (the “Registration Statement”) was declared effective by the ~~Company~~Securities and Exchange Commission (“SEC”). The Registration Statement registered up to $1.0 billion in shares of common stock for sale to the public (the “Primary Offering”) consisting of three classes of shares — Class A shares, Class T shares, and Class W shares— and up to $95,000,000 in shares of common stock for sale pursuant to our distribution reinvestment plan (together with the Primary Offering, the “Public Offering”). Concurrently with our Registration Statement being declared effective, we filed articles of amendment to our charter and articles supplementary to our charter. As a result, all shares issued in our Private Offering were redesignated as Class A shares and the authorized shares were reclassified among Class A shares and two new classes of shares, Class T shares and Class W shares.

On June 21, 2019, we suspended the sale of Class A shares, Class T shares, and Class W shares in the Primary Offering and filed a post-effective amendment to our Registration Statement to register two new classes of common stock (Class Y and Class Z) with the SEC. On July 10, 2019, the amendment to our Registration Statement was ~~formed~~declared effective by the SEC. Also on ~~October 4, 2016, no formal operations commenced until the acquisition~~July 10, 2019, we filed articles supplementary to our charter which reclassified certain authorized and unissued shares of our ~~property~~common stock into Class Y shares and Class Z shares. Effective as of July 10, 2019, we began offering Class Y shares (up to $700 million in ~~Fayetteville, Arkansas (the “Fayetteville Property”) on June 28, 2017~~shares) and ~~therefore, there were no revenues or expenses prior thereto. We intend~~Class Z shares (up to ~~invest~~$300 million in shares) in our Primary Offering. The Class Y shares and Class Z shares have similar voting rights and rights upon liquidation to the ~~net~~Class A shares, Class T shares, and Class W shares, although distributions are expected to differ because of the stockholder servicing fee associated with the Class Y shares and the dealer manager servicing fee associated with the Class Z shares. Through our Primary Offering, we raised offering proceeds of approximately $17.1 million from the ~~Offerings primarily in income-producing student housing~~issuance of approximately 362,000 Class A shares, approximately 70,000 Class T shares, approximately 83,000 Class W shares, approximately 1.1 million Class Y shares, and ~~senior housing~~approximately 165,000 Class Z shares. On March 30, 2020, our board of directors approved the suspension of our distributions which included the distribution reinvestment plan and no shares have been issued subsequently. Through our distribution reinvestment plan, we have issued approximately 610,000 Class A shares, approximately 8,000 Class T shares, approximately 3,000 Class W shares, approximately 10,000 Class Y shares, and approximately 1,000 Class Z shares for gross proceeds of approximately $5.7 million.

On March 30, 2020, our board of directors approved the suspension of the Primary Offering based upon various factors, including the uncertainty relating to the novel coronavirus (“COVID-19”) pandemic and its potential impact on us and our overall financial results. Our board of directors also approved the suspension of our share redemption program (see Note 8 – Commitments and Contingencies for additional detail) and the suspension of distributions to our stockholders both of which remain suspended as of March 31, 2023. The termination of our Primary Offering occurred on May 1, 2021. Primarily as a result of the termination of our Primary Offering, we currently do not have the equity capital needed to acquire additional properties at this time and ~~related real estate investments located in~~we are focusing our efforts on managing our existing properties. Subsequent to March 31, 2020, no sales were made pursuant to the ~~United States. We may also purchase growth-oriented student housing~~Primary Offering.

On January 17, 2023, our board of directors, upon recommendation of our nominating and ~~senior housing real estate assets.~~ corporate governance committee, approved an estimated value per share of $6.24 for our Class A shares, Class T shares, Class W shares, Class Y

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

shares, and Class Z shares based on the estimated value of our assets less the estimated value of our liabilities, or net asset value, divided by the number of shares outstanding on an adjusted fully diluted basis, calculated as of September 30, 2022.

As of March 31, ~~2018,~~2023, we owned ~~two student housing properties an approximately 2.6% beneficial interest in a DST that owns another~~one student housing property and ~~three~~four senior housing properties.

Our operating partnership, SSSHT Operating Partnership, L.P., a Delaware limited partnership (our “Operating Partnership”), was formed on October 5, ~~2016.~~2016. On October 5, 2016, our Advisor ~~agreed to acquire~~acquired a limited partnership interest in our Operating Partnership for ~~$1,000 (111.11~~$1,000 (111.11 partnership units) and we ~~agreed to contribute~~contributed the initial ~~$1,000~~$1,000 capital contribution to our Operating Partnership in exchange for the general partner interest. In addition, on September 28, 2017, our Advisor acquired additional limited partnership interests ~~(25,447.57~~(25,447.57 partnership units) in our Operating Partnership for ~~$199,000,~~$199,000, resulting in total capital contributions of ~~$200,000~~$200,000 by our Advisor in our Operating Partnership. Our Operating Partnership owns, directly or indirectly through one or more special purpose entities, all of ~~the~~our student housing and senior housing ~~properties that~~properties. As of March 31, 2023, we ~~acquire.~~owned approximately 99.8% of the common units of limited partnership interest of our Operating Partnership. The remaining approximately 0.2% of the common units are owned by our Advisor. We will conduct certain activities directly or indirectly through our taxable REIT subsidiary, SSSHT TRS, Inc., a Delaware corporation (the “TRS”) which was formed on October 6, 2016, and is a wholly owned subsidiary of our Operating Partnership. See Note 5 – Preferred Equity in our Operating Partnership.

Other Corporate History

Strategic Asset Management I, LLC (f/k/a SmartStop Asset Management, ~~LLC,~~LLC), a Delaware limited liability company organized in 2013 (our “Sponsor”), iswas the sponsor of our ~~Public Offering of shares of our common stock.~~Offerings. Our Sponsor ~~is a company focused on providing~~provides real estate advisory, asset management, and property management services. ~~As of March 31, 2018~~In June 2019, our Sponsor entered into a series of transactions with SmartStop Self Storage REIT, Inc. (f/k/a Strategic Storage Trust II, Inc.) (“SmartStop”) in which SmartStop acquired the self storage advisory, asset management, property management, investment management, and certain joint venture interests of our Sponsor. As a result of the transactions, our Sponsor and its subsidiaries own limited partnership units in the operating partnership of SmartStop, and our Sponsor is now focused primarily on student and senior housing. Our Sponsor owns ~~97.5%~~approximately 97.5% of the economic interests (and ~~100%~~100% of the voting membership interests) of our Advisor and owns ~~100%~~100% of our Property Manager, each as defined below.

We have no employees. Our advisor is SSSHT Advisor, LLC, a Delaware limited liability company (our “Advisor”) which was formed on October 3, 2016. The majority of the officers of our Advisor are also officers of us and our Sponsor. Our Advisor is responsible for managing our affairs on aday-to-day basis and identifying and making acquisitions and investments on our behalf under the terms of ~~an advisory agreement we entered~~the Advisory Agreement, as defined elsewhere herein. Please see Note 7 – Related Party Transactions for additional detail.

~~STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2018~~

~~(Unaudited)~~

into with our Advisor on January 27, 2017 (our “Private Offering Advisory Agreement”) which, in connection with our Public Offering, we amended and restated on May 1, 2018 (our “Advisory Agreement”). The majority of the officers of our Advisor are also officers of us and our Sponsor, as well as Strategic Storage Trust II, Inc., Strategic Storage Growth Trust, Inc., and Strategic Storage Trust IV, Inc., each of which are public~~non-traded~~ ~~REITs also sponsored by our Sponsor that are focused on investing in self storage properties.~~

SSSHT Property Management, LLC, a Delaware limited liability company (our “Property Manager”), was formed on October 3, ~~2016.~~2016. Our Property Manager derives substantially all of its income from the property management oversight services it performs for us. We ~~expect that we will enter~~have entered into property management agreements directly with third party property managers and ~~that~~ our Property Manager ~~will provide~~provides oversight services with respect to such third party property managers. Please see Note 87 – Related Party Transactions for additional detail.

~~The Fayetteville Property and our~~Our student housing property ~~in Tallahassee, Florida (the “Tallahassee Property”) are~~is managed by ~~Asset Campus Housing (“ACH”),~~ a third-party student housing property manager. ~~The three~~Our senior housing properties are managed by ~~MSL Community Management LLC, an affiliate of MBK Senior Living LLC (“MBK”).~~third-party senior living operators. Please see Note 98 – Commitments and Contingencies for additional detail.

Our dealer manager iswas Select Capital Corporation, a California corporation (our ~~“Dealer~~“Former Dealer Manager”). ~~On January 27, 2017, we executed a dealer manager agreement (as amended,~~We terminated the ~~“Private Offering~~ Dealer ~~Manager Agreement”)~~Management Agreement on June 16, 2020 in accordance with our Dealer Manager with respect to the Private Offering. The Private Offering Dealer Manager Agreement terminated at the closing of our Private Offering. We executed a similar dealer manager agreement (the “Dealer Manager Agreement”) with our Dealer Manager with respect to the Public Offering on May 1, 2018.its provisions. Our Former Dealer Manager was responsible for marketing our shares offered pursuant to our ~~Primary Private Offering and is now similarly responsible for our Primary Offering.~~offerings. Our Sponsor ~~owns,~~previously owned, through a wholly-owned limited liability company, a ~~15%~~15% non-voting equity interest in our Former Dealer Manager. Affiliates of our Former Dealer Manager own a ~~2.5%~~2.5% non-voting membership interest in our Advisor, which they acquired on January 1, 2018. Please see Note 7 – Related Party Transactions for additional detail.

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Our Sponsor owns ~~100%~~100% of the membership interests of Strategic Transfer Agent Services, LLC, our transfer agent (our “Transfer Agent”). Our Transfer Agent provides transfer agent and registrar services to us that are substantially similar to what a third party transfer agent would provide in the ordinary course of performing its functions as a transfer agent. ~~Our~~Please see Note 7 – Related Party Transactions for additional detail. Prior to May 1, 2018, our Advisor provided services on our behalf similar to those provided by our Transfer ~~Agent may retain and supervise third party vendors in its efforts to administer certain services.~~Agent.

As we ~~accept~~accepted subscriptions for shares of our common stock, ~~in our Offerings,~~ we ~~transfer~~transferred all of the net offering proceeds to our Operating Partnership as capital contributions in exchange for additional limited partnership units ~~of interest~~ in our Operating Partnership. However, we ~~will be~~were deemed to have made capital contributions in the amount of gross proceeds received from investors, and our Operating Partnership ~~will be~~was deemed to have simultaneously paid the sales commissions and other costs associated with the Offering. In addition, our Operating Partnership is structured to make distributions with respect to limited partnership units that are equivalent to the distributions we make to stockholders. Finally, a limited partner in our Operating Partnership may later exchange his or her limited partnership units in our Operating Partnership for shares of our common stock at any time after one year following the date of issuance of their limited partnership units, subject to certain restrictions outlined in the limited partnership agreement of our Operating Partnership ~~which was amended in connection with the Public Offering~~ (the “Operating Partnership Agreement”). Our Advisor is prohibited from exchanging or otherwise transferring its limited partnership units so long as it is acting as our Advisor pursuant to our Advisory Agreement.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC.

Principles of Consolidation

Our financial statements, and the financial statements of our Operating Partnership, including its wholly-owned subsidiaries, are consolidated in the accompanying consolidated financial statements. The portion of these consolidated entities not wholly-owned by us is presented as noncontrolling ~~interest.~~interests. All ~~significant~~ intercompany accounts and transactions have been eliminated in consolidation.

~~STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2018~~

~~(Unaudited)~~

Consolidation Considerations

Current accounting guidance provides a framework for identifying a variable interest entity (“VIE”) and determining when a company should include the assets, liabilities, noncontrolling interests, and results of activities of a VIE in its consolidated financial statements. In general, a VIE is an entity or other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. Generally, a VIE should be consolidated if a party with an ownership, contractual, or other financial interest in the VIE (a variable interest holder) has the power to direct the VIE’s most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE’s assets, liabilities, and noncontrolling interest at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. Our Operating Partnership is deemed to be a VIE and is consolidated by the Company as the primary beneficiary.

As of March 31, ~~2018,~~2023, we had not entered into other contracts/interests that would be deemed to be variable interests in a VIE other than one investment of an approximately 2.6% beneficial interest in a DST that owns another student housing property, which is accounted for under the equity method of accounting (see Note 8 – Related Party Transactions). Other than the equity method investment, we do not currently have any relationships with unconsolidated entities or financial partnerships.VIE.

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Noncontrolling Interest in Consolidated Entities

We account for the noncontrolling interest in our Operating Partnership in accordance with the related accounting guidance. Due to our control through our general partnership interest in our Operating Partnership and the limited rights of the limited partners, our Operating Partnership, including its wholly-owned subsidiaries, is consolidated by the Company and the limited partner interest is reflected as a noncontrolling interest in the accompanying consolidated balance sheets. The noncontrolling interest shall be attributed its share of income and losses, even if that attribution results in a deficit noncontrolling interest balance.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management will adjust such estimates when facts and circumstances dictate. Actual results could materially differ from those estimates. The most significant estimates made include the allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed at relative fair value, the determination if certain entities should be consolidated, the evaluation of potential impairment of long-lived assets, and the estimated useful lives of real estate assets and intangibles.

Cash and Cash Equivalents

We consider all short-term, highly liquid investments that are readily convertible to cash with a maturity of three months or less at the time of purchase to be cash equivalents.

We may maintain cash and cash equivalents in financial institutions in excess of insured limits, but believe this risk will be mitigated by only investing in or through ~~high quality~~major financial institutions.

Restricted Cash

Restricted cash consists primarily of impound reserve accounts for property taxes, insurance, and ~~insurance~~capital improvements in connection with the requirements of certain of our loan agreements.

~~STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2018~~

~~(Unaudited)~~

Real Estate Purchase Price Allocation

We account for acquisitions in accordance with GAAP which requires that we allocate the purchase price of a property to the tangible and intangible assets acquired and the liabilities assumed based on their relative fair values. This guidance ~~require~~requires us to make significant estimates and assumptions, including fair value estimates, which requires the use of significant unobservable inputs as of the acquisition date.

The value of the tangible assets, consisting of land and buildings, is determined as if vacant. Substantially all of the leases in place at acquired properties are at market rates, as the majority of the leases are one year or less. We also consider whetherin-place, market leases represent an intangible asset. ~~We recorded approximately $6.5 million and approximately $6.3 million in intangible assets to recognize the value ofin-place~~ ~~leases related to our acquisitions during the three months ended March 31, 2018 and the year ended December 31, 2017, respectively.~~ We do not expect to have intangible assets for the value of tenant relationships.

Acquisitions of portfolios of properties are allocated to the individual properties based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates which take into account the relative size, age, and location of the individual property along with current and projected occupancy and rental rate levels or appraised values, if available.

~~In January 2017, the FASB issued Accounting Standards Update2017-01,~~ ~~“Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU2017-01”).~~ ~~ASU2017-01~~ clarifies the framework for determining whether an integrated set of assets and activities meets the definition of a business. The revised framework provides guidance for determining whether an integrated set of assets and activities is a business and narrows the definition of a business, which is expected to result in fewer transactions being accounted for as business combinations. Acquisitions of integrated sets of assets and activities that do not meet the definition of a business, as defined under current GAAP, are accounted for as asset acquisitions. ~~We adopted this ASU on January 1, 2018. We expect that acquisitions of real estate orin-substance~~ real estate will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. As a result,Accordingly, once an acquisition is deemed probable, transaction costs ~~will now be~~are capitalized rather than expensed.

During the three months ended March 31, ~~2018,~~2023 and 2022, we ~~acquired three~~did not acquire any properties or incur any acquisition-related transaction costs.

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Real Estate Held for Sale

We consider real estate to be “held for sale” when the following criteria are met: (i) management commits to a plan to sell the property, (ii) the property is available for sale immediately, (iii) the property is actively being marketed for sale at a price that is reasonable in relation to its current fair value, (iv) the sale of the property within one year is considered probable and (v) significant changes to the plan to sell are not expected. Real estate that is held for sale and its related debt are classified as “real estate held for sale” and "debt related to real estate held for sale," respectively, in the period when all criteria are met in the accompanying consolidated financial statements. Real estate classified as held for sale is no longer depreciated and is reported at the lower of its carrying value or its estimated fair value less estimated costs to sell. Operating results and related gains (losses) on sale of properties that ~~did not meet~~were disposed of or classified as held for sale in the ~~revised definition~~ordinary course of a business ~~and we capitalized approximately $1.7 million~~are included in continuing operations on the Company’s consolidated statements of ~~acquisition-related transaction costs that would have otherwise been expensed under the guidance in effect prior to January 1, 2018.~~operations, consistent with current accounting guidance.

~~During the three months ended March 31, 2018 we expensed approximately $0.2 million of acquisition-related transaction costs that did not meet our capitalization criteria.~~

Evaluation of Possible Impairment of Long-Lived Assets

Management monitors events and changes in circumstances that could indicate that the carrying amounts of our long-lived assets, including any that may be held through joint ventures, may not be recoverable. When indicators of potential impairment are present that indicate that the carrying amounts of the assets may not be recoverable, we will assess the recoverability of the assets by determining whether the carrying value of the long-lived assets will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying value, we will adjust the value of the long-lived assets to the fair value and recognize an impairment loss. During the three months ended March 31, 2023 and 2022, no impairment losses were recognized.

Revenue Recognition and Accounts Receivable

~~In May 2014, the FASB issued ASU2014-09~~ ~~“Revenue from Contracts with Customers” (“ASU2014-09”)~~ ~~as ASC Topic 606. The objective of ASU2014-09~~ is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and superseded most of the existing revenue recognition guidance, including industry-specific guidance. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU~~2014-09~~ ~~applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC. We adopted ASU2014-09~~ ~~on January 1, 2018 using the modified retrospective approach and its adoption did not have a material impact on our consolidated financial statements.~~

~~STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2018~~

~~(Unaudited)~~

Our student housing ~~properties are~~property is typically leased by the bed with fixed terms on an individual lease ~~liability~~ basis, often with parental guarantees. Substantially all of our leases coincide with ~~each~~the university’s ~~particular~~ academic year but generally commence in August and terminate in July. We bill residents on a monthly basis, which is generally due at the beginning of the month. Residents have access to their units along with the ~~properties respective~~property’s amenities (i.e. study rooms, exercise facilities, common areas, etc.). The units are generally fully equipped (i.e., kitchen facilities, washer/dryer, etc.). We do not provide any food or other similar services.

Our senior housing properties are generally leased by the unit, pursuant to a resident lease agreement with fixed terms. Such agreements generally have an initial term of no more than 12 months, but are cancellable with 30 days’ notice. Included in the base monthly lease fee are standard items (i.e., living accommodations, food services, activity programs, concierge services, care services, etc.). We bill on a monthly basis, which is generally due at the beginning of the month.

Additionally, at our senior housing properties our managers provide certain ancillary services to residents that are not contemplated in the lease agreement with each resident (primarily ~~care services~~community fees and to a lesser extent guest meals, etc.). These services are provided and paid for in addition to the standard items included in each resident lease. Such items are billed on a monthly basis and are generally due at the beginning of the month.

The majority of our revenues are derived from lease and lease related revenues, and the majority of such revenue is not subject to the revenue recognition guidance ~~in ASU2014-09,~~ ~~as these~~(“ASC Topic 606”) under GAAP. The revenues derived from our leases are accounted for pursuant to ASU 2016-02, “Leases (ASC Topic 842).”

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Additionally, we have elected to adopt a practical expedient not to separate lease ~~accounting guidance. Such revenues include:~~and nonlease components, which can only be applied to leasing arrangements for which (i) the timing and pattern of transfer are the same for the lease and nonlease components and (ii) the lease component, if accounted for separately, would be classified as an operating lease. Under this practical expedient, contracts that are predominantly lease-based would be accounted for under ASC Topic 842, and contracts that are predominantly service-based would be accounted for under ASC Topic 606. Lease and nonlease revenue components that are accounted for within the scope of ASC Topic 842 are:

•

Student leasing revenues recognized on a straight-line basis over the term of the contract. Other lease related revenues recognized in the period earned.

•

Senior lease revenues are recorded monthly pursuant to the agreements with our residents. The majority of such revenue is attributable to the portion of the base monthly lease fee related to thenon-service component of the ~~lease that is outside the scope of ASU2014-09.~~lease. The service component of the base monthly lease fee is also recognized pursuant to ~~ASU2014-09~~ASC Topic 842 as they are not the predominate component, the service timing and ~~is discussed below.~~pattern of the service components are the same as the lease component, and the lease component, if separately accounted for, would be classified as an operating lease.

Our revenues that are within the scope of ~~ASU2014-09~~ASC Topic 606 are:

~~The service component of the base monthly lease fee (i.e. food services, activity programs, concierge services, etc.) is recognized pursuant to ASU2014-09.The~~ ~~revenue from the service component is recognized monthly as the performance obligation related to the services is completed, such service pattern and timing is the same as the lease component.~~

•

~~Ancillary services (primarily care services and to a lesser extent guest meals, etc.) provided at our senior properties are recognized pursuant to ASU2014-09.~~The revenue from the ancillary services provided at our senior housing properties are recognized monthly as the performance obligation related to those services is completed. For each of the three months ended March 31, 2023 and 2022, revenues totaling approximately $0.1 million, are included in "Leasing and related revenues - senior".

~~In estimating~~If we determine that a receivable is not probable of being substantially collected, we adjust the ~~collectability~~amount of ~~our~~leasing and related revenues recorded related to such tenant and recognize future revenues for such tenant on a cash basis.

Fair Value Measurements

The accounting standard for fair value measurements and disclosures defines fair value, establishes a framework for measuring fair value, and provides for expanded disclosure about fair value measurements. Fair value is defined by the accounting standard for fair value measurements and disclosures as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels. The following summarizes the three levels of inputs and hierarchy of fair value we ~~will~~ use when measuring fair value:

~~STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2018~~

~~(Unaudited)~~

•

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access;

•

Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as interest rates and yield curves that are observable at commonly quoted intervals; and

•

Level 3 inputs are unobservable inputs for the assets or liabilities that are typically based on an entity’s own assumptions as there is little, if any, related market activity.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the fair value measurement will fall within the lowest level that is significant to the fair value measurement in its entirety.

The accounting guidance for fair value measurements and disclosures provides a framework for measuring fair value and establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In determining fair value, we will utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment will be necessary to interpret Level 2 and 3 inputs in determining fair value of our financial andnon-financial assets and liabilities. Accordingly, there can be no assurance that the fair values we will present will be indicative of amounts that may ultimately be realized upon sale or other disposition of these assets.

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Financial andnon-financial assets and liabilities measured at fair value on anon-recurring basis in our consolidated financial statements consist of real estate and related liabilities assumed related to our acquisitions. The fair values of these assets and liabilities were determined as of the acquisition dates using widely accepted valuation techniques, including (i) discounted cash flow analysis, which considers, among other things, leasing assumptions, growth rates, discount rates and terminal capitalization rates, (ii) income capitalization approach, which considers prevailing market capitalization rates, and (iii) comparable sales activity. In general, we consider multiple valuation techniques when measuring fair values. However, in certain circumstances, a single valuation technique may be appropriate. All of the fair values of the assets and liabilities as of the acquisition dates were derived using Level 3 inputs.

The carrying amounts of cash and cash equivalents, ~~accounts receivable,~~restricted cash, other assets, variable-rate debt, accounts payable and accrued liabilities, distributions payable and amounts due to affiliates ~~will~~ approximate fair value because of the relatively short-term nature of these instruments.

The table below summarizes our fixed rate debt payable at March 31, ~~2018.~~2023 and December 31, 2022. The estimated fair value of financial instruments is subjective in nature and is dependent on a number of important assumptions, including discount rates and relevant comparable market information associated with each financial instrument. The fair value of ~~the~~our fixed and variable rate notes payable ~~was~~were estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. These assumptions are considered level 2 inputs within the fair value hierarchy. The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. Accordingly, the estimates presented below are not necessarily indicative of the amounts we would realize in a current market exchange.

   March 31, 2018
   Fair Value    Carrying Value⁽¹⁾
Fixed Rate Secured Debt
   $ 99,156,000    $ 98,761,267


	March 31, 2023				December 31, 2022
	Fair Value		Carrying Value(1)		Fair Value		Carrying Value(1)
Fixed Rate Secured Debt	$	131,100,000	$	136,280,000	$	129,350,000	$	136,661,663

⁽¹⁾	(1) Carrying value represents the book ~~value of financial instruments, including unamortized debt issuance costs.~~

To comply with GAAP, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of derivative contracts for the effect of nonperformance risk, we will consider the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

financial instruments, including unamortized debt issuance costs.

~~STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2018~~

~~(Unaudited)~~

Income Taxes

We ~~intend to make~~made an election to be taxed as a Real Estate Investment Trust (“REIT”), under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2017. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to currently distribute at least ~~90%~~90% of the REIT’s ordinary taxable income to stockholders. As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our ~~stockholders.~~stockholders, other than taxable income earned by our TRS. If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the IRS grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we ~~will be~~are organized and operate in such a manner as to qualify for treatment as a REIT and intend to operate in the foreseeable future in such a manner that we will remain qualified as a REIT for federal income tax purposes.

Even if we continue to qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and federal income and excise taxes on our undistributed income.

We filed an election to treat our TRS as a taxable REIT subsidiary. In general, the TRS ~~may perform~~performs additional services for our residents and generally ~~may engage~~engages in any real estate ornon-real estate related business. We also utilize our TRS in connection with any structuring of our senior housing properties under the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”). Under the RIDEA structure, athe senior housing ~~property~~properties that we own isare leased by ~~the~~a property owning entity to a subsidiary of our TRS. That TRS subsidiary then directly engages an “eligible independent contractor” to manage and operate the property. Currently, all of our senior housing properties utilize the RIDEA structure.

The TRS is subject to corporate federal and state income tax. ~~The TRS follows accounting guidance which requires the use of~~

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

We account for deferred income taxes using the asset and liability ~~method.~~method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have included in our financial statements or tax returns. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes a change in our judgement about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will ~~represent~~not be realized. Any increase or decrease in the valuation allowance asset, is included in the tax provision when such changes occur.

As of March 31, 2023 and 2022, we had no current tax provision, and we had a deferred tax asset related to net operating losses of approximately $5.3 million and $4.1 million, respectively. Deferred tax assets related to other book temporary differences as of March 31, 2023, and 2022, were approximately $0.3 million for both years. In addition, as of March 31, 2023, and 2022, we had a deferred tax liability of approximately $0.1 million, and $0.3 million, respectively, related to depreciation and other temporary book to tax differences. Net deferred tax assets as of March 31, 2023 and 2022, were approximately $5.5 million and $4.1 million, respectively, of which a full valuation allowance was applied as the recoverability of such net deferred tax assets was less than more likely than not. The valuation allowance is associated with the federal and state income tax net operating losses.

As of March 31, 2023, the gross federal net operating losses are approximately $20.7 million. The gross state net operating losses are approximately $27.3 million. The state net operating losses expire between 2033 and 2037. The tax years 2019 through 2022 remain open for the federal and state returns.

Uncertain tax positions may arise where tax laws may allow for alternative interpretations or where the timing of recognition of income is subject to judgement. Under ASC Topic 740, tax positions are evaluated for recognition using a more-likely-than-not threshold and those tax positions requiring recognition are measured at the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties relating to uncertain tax positions will be recognized in income tax expense when incurred. As of March 31, 2023 and 2022, there were no uncertain tax positions, and the Company had no interest or penalties related to uncertain tax positions.

In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848)." ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and ~~tax bases~~other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. We continue to evaluate the impact of ~~assets~~the guidance and ~~liabilities.~~may apply other elections as applicable as additional changes in the market occur.

Note 4. Debt

The ~~following table summarizes~~Company’s outstanding debt is summarized as follows:


Loan	March 31, 2023			December 31, 2022			Interest Rate			Maturity Date
Fayetteville JPM mortgage loan (1)	$	29,500,000		$	29,500,000			4.20	%	7/1/2024
Freddie Mac Utah loans (2)		44,848,163			45,039,660			5.06	%	2/23/2028
Freddie Mac Courtyard loan (3)		62,736,486			62,973,834			4.86	%	9/1/2028
Courtyard Bridge Loans (4)		26,166,550			26,316,550			8.89	%	4/30/2024
Debt issuance costs, net		(933,866	)		(1,014,079	)
Total debt, net	$	162,317,333		$	162,815,965

(1)

Fixed rate debt with interest only payments due monthly and the ~~purchase price allocations for our acquisitions during~~principal balance due upon maturity.

(2)

Represents the ~~three months ended March 31, 2018:~~

Property
   Property Type    Acquisition
Date    Real Estate
Assets    Intangibles    Total⁽¹⁾    2018
Revenue⁽²⁾    2018
Property
Operating
Income⁽³⁾
Charleston – UT
   Senior    2/23/18    $ 12,296,180    $ 994,000    $ 13,290,180    $ 276,472    $ 111,663
Cottonwood – UT
   Senior    2/23/18    15,353,209    2,020,000    17,373,209    379,330    131,301
Wellington – UT
   Senior    2/23/18    46,087,489    3,450,000    49,537,489    611,920    290,048










Total
         $ 73,736,878    $ 6,464,000    $ 80,200,878    $ 1,267,722    $ 533,012

⁽¹⁾	~~The allocations noted above are based on a determination of the relative fair value of the total cash consideration provided for the property and capitalized acquisition costs.~~

⁽²⁾	~~The operating results of the properties acquired above have been included in our consolidated statement of operations since their acquisition date.~~

⁽³⁾	~~Property operating income excludes corporate general and administrative expenses, asset management fees, depreciation, amortization, and acquisition expenses.~~

~~We incurred acquisition fees to our Advisor related to the above properties~~aggregate of ~~approximately $1.6 million~~three separate mortgage loans for the three ~~months ended March 31, 2018, which were capitalized into~~ senior housing properties acquired in Utah. Fixed rate debt with interest only payments due monthly for the ~~cost basis of our properties.~~

~~Note 4. Pro Forma Consolidated Financial Information~~

~~The table set forth below summarizes,~~first two years, then principal and interest on a ~~pro forma basis, the combined results of operations of the Company~~30-year amortization schedule thereafter.

(3)

Fixed rate debt with interest only payments due monthly for the ~~three months ended March 31, 2018~~first four years, then principal and ~~2017. Such presentation reflects the Company’s acquisitions that occurred during 2018 and 2017, which met the GAAP definition of~~interest on a business in effect at that time, as if the acquisitions were completed as of January 1, 2017. However, for acquisitions of properties that were not operational as of this date, the pro forma information includes these acquisitions as of the date that formal operations began. As none of the Company’s acquisitions that were completed during the three months ended March 31, 2018 met the revised definition of a business, no adjustments for these acquisitions have been30-year amortization schedule thereafter.

(4)

The variable rate reflected in the ~~pro forma information below. This pro forma information does not purport to represent what our actual consolidated results~~table was the rate in effect as of ~~operations would have been for the periods indicated, nor does it purport to predict the results of operations for future periods.~~

   Three months
ended
March 31, 2018    Three months
ended
March 31, 2017
Pro forma revenue
   $ 3,561,436    $ 1,056,148
Pro forma operating expenses
   (4,775,036 )    (1,843,714 )
Pro forma net loss attributable to common stockholders
   $ (2,181,799 )    $ (825,055 )

~~STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

March 31, ~~2018~~

2023.

~~(Unaudited)~~

~~The pro forma consolidated financial information for the three months ended March 31, 2018 and 2017 was not adjusted to exclude any acquisition related expenses.~~

~~Note 5. Debt~~

Fayetteville JPM Mortgage Loan

On June 28, 2017, we, through our Operating Partnership and a property-owning special purpose entity (the “JPM Borrower”) wholly-owned by our Operating Partnership, entered into a ~~$29.5~~$29.5 million mortgage loan (the “JPM Mortgage Loan”) with Insurance Strategy Funding IX, LLC (the “JPM Lender”) for the purpose of funding a portion of the purchase price for the Fayetteville Property.

The JPM Mortgage Loan has a term of seven years and requires payments of interest only for such period, with the principal balance due upon maturity ~~(July~~(July 1, ~~2024)~~2024). The JPM Mortgage Loan bears interest at a fixed rate of ~~4.20%~~4.20%. The JPM Mortgage Loan may be prepaid at any time, upon 30 days’ written notice, in whole but not in part, subject to payment of a prepayment penalty. If the prepayment occurs during the last 90 days of the term of the loan, no prepayment penalty will be required.

We and H. Michael Schwartz, our ~~Chief Executive Officer~~Chairman of the board and a director (our ~~“CEO”~~“Chairman”), serve asnon-recourse guarantors pursuant to the terms and conditions of the JPM Mortgage Loan. Thenon-recourse guaranty of our ~~CEO~~Chairman will expire, upon request, and be of no further force and effect at such time as we have: (1) a net worth (as defined in the agreement) equal to or greater than ~~$40~~$40 million; and (2) liquidity (as defined in the agreement) equal to or greater than $3$3 million. Once thenon-recourse guaranty of our ~~CEO~~Chairman expires, the net worth and liquidity standards under the JPM Mortgage Loan will be ongoing for the remainder of the term of the JPM Mortgage Loan.

The JPM Mortgage Loan contains a number of other customary terms and covenants. The JPM Borrower maintains separate books and records and its separate assets and credit (including the Fayetteville Property) are not available to pay our other debts. As of March 31, 2023, we were in compliance with these covenants.

~~Nationwide Loan~~

On September 28, 2017, we, through a property-owning special purpose entity (the “Nationwide Borrower”) wholly-owned by our Operating Partnership, entered into a $23.5 million loan (the “Nationwide Loan”) with Nationwide Life Insurance Company (“Nationwide”) for the purpose of funding a portion of the purchase price for the Tallahassee Property. The Nationwide Loan is secured by a first mortgage on the Tallahassee Property. The Nationwide Loan matures on October 1, 2024 and requires payments of interest only for such period, with the principal balance due upon maturity.

The Nationwide Loan bears interest at a fixed rate of 3.84%. The Nationwide Loan may be prepaid at any time, upon 30 days’ prior written notice, in whole but not in part, subject to payment of a prepayment penalty. If the prepayment occurs during the last three months of the term of the loan, no prepayment penalty will be required.

~~We and an entity controlled by our CEO originally served asnon-recourse~~ ~~guarantors pursuant to the terms and conditions of the Nationwide Loan. Thenon-recourse~~ ~~guaranty of the entity controlled by our CEO expired as of April 2018.~~

The Nationwide Loan contains a number of other customary terms and covenants. The Nationwide Borrower maintains separate books and records and its separate assets and credit (including the Tallahassee Property) are not available to pay our other debts.

Freddie Mac Utah Loans

On February 23, 2018, we, through three property-owning special purpose entities wholly-owned by us (the “Freddie Mac Borrowers”), entered into three separate mortgage loans for an aggregate amount of ~~$46.9~~$46.9 million (the “Freddie Mac Utah Loans”) with KeyBank National Association as a Freddie Mac Multifamily Approved Seller/Servicer (the “Freddie Mac Lender”) for the purpose of funding a portion of the aggregate purchase price for the ~~Salt Lake Properties.~~three properties we acquired (Wellington, Cottonwood Creek, and Charleston).

The Freddie Mac Utah Loans have a term of 10 years, with the first two years being interest only and a~~30-year~~30-year amortization schedule thereafter, and bear interest at a fixed rate of ~~5.06%~~5.06%. The Freddie Mac Utah Loans are

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

cross-collateralized and cross-defaulted with each other such that a default under one loan would cause a default under the other Freddie Mac Utah Loans.

~~STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2018~~

~~(Unaudited)~~

The loans also contain a number of other customary representations, warranties, borrowing conditions, events of default, affirmative, negative and financial covenants, reserve requirements and other agreements, such as restrictions on our ability to prepay or defease the loans. The Freddie Mac Borrowers maintain separate books and records and their separate assets and credit (including the ~~Salt Lake Properties)~~Wellington, Cottonwood Creek, and Charleston properties) are not available to pay our other debts.

Each Freddie Mac Utah Loan is secured under a multifamily deed of trust, assignment of rents and security agreement from the respective Freddie Mac Borrower in favor of the Freddie Mac Lender, granting a first priority mortgage on the respective property in favor of the Freddie Mac Lender.

We serve asnon-recourse guarantors pursuant to the terms and conditions of the Freddie Mac Utah Loans. During the term of the Freddie Mac Utah Loans, we are required to maintain a net worth equal to or greater than ~~$15~~$15 million and an initial liquidity requirement equal to or greater than ~~$4.8~~$4.8 million. Once the ~~Second Amended KeyBank~~Utah Bridge Loan (defined below) is paid in full, the liquidity requirement will be reduced to $3$3 million. On January 6, 2022, in conjunction with the sale of the Tallahassee property, the Utah Bridge Loan was paid in full and the liquidity requirement on the Freddie Mac Utah Loan was reduced to $3 million.

One of the property-owning special purpose entities noted above that owns Cottonwood Creek (the “Cottonwood Borrower”), entered into a mortgage loan in the principal amount of approximately $9.3 million (the “Freddie Mac Cottonwood Loan”) which is included in the Freddie Mac Utah Loans.

Freddie Mac Courtyard Loan

On August 31, 2018, we, through a property-owning special purpose entity (the “Freddie Mac Courtyard Borrower”) wholly owned by our Operating Partnership, entered into a mortgage loan of $63.2 million (the “Freddie Mac Courtyard Loan”) with KeyBank as a Freddie Mac Lender for the purpose of funding a portion of the purchase price of the senior housing property (the “Courtyard Property”) we acquired.

The Freddie Mac Courtyard Loan has a term of 10 years, with the first four years being interest only and a 30-year amortization schedule thereafter, and bears interest at a fixed rate of 4.86%. The Freddie Mac Courtyard Loan contains a number of customary representations, warranties, borrowing conditions, events of default, affirmative, negative and financial covenants, reserve requirements and other agreements, such as restrictions on our ability to prepay or defease the loans.

The Freddie Mac Courtyard Borrower maintains separate books and records and its separate assets and credit (including the Courtyard Property) is not available to pay our other debts. The Freddie Mac Courtyard Loan is secured under a multifamily deed of trust, assignment of rents and security agreement from the Freddie Mac Courtyard Borrower in favor of the Freddie Mac Lender, granting a first priority mortgage in favor of the Freddie Mac Lender.

We serve as non-recourse guarantor pursuant to the terms and conditions of the Freddie Mac Courtyard Loan. During the term of the Freddie Mac Courtyard Loan, we are required to maintain a net worth equal to or greater than $18.96 million and an initial liquidity requirement equal to or greater than $6.32 million. Once the Courtyard Bridge Loans are paid in full and the Memory Care Expansion (each defined further below) is complete, the liquidity requirement will be reduced to $4.8 million. We are able to reduce each of the foregoing liquidity requirements by an additional amount equal to the amount of the 12-month trailing cash flows of all our properties, up to a maximum reduction of $1.5 million. On July 22, 2020, we executed amendments to our guaranty on the Freddie Mac Courtyard Loan to reduce our minimum liquidity requirement to $3.0 million through December 31, 2021. On March 17, 2022, we further extended the reduced liquidity requirement through December 31, 2022.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2023
(Unaudited)

KeyBank Bridge ~~Loan~~Loans

~~On June 28, 2017,~~Beginning with our acquisition of the Fayetteville Property, we have entered into various loans with KeyBank National Association (“KeyBank”) in order to fund a portion of the purchase price for our acquisitions. Such loans are in addition to the particular mortgage loan used to acquire the property, and such loans are with us, through our Operating Partnership, along with our ~~CEO~~Chairman and an entity controlled by him (the “Initial KeyBank Bridge Borrowers”). As described below, on March 29, 2019, our Sponsor was added as an additional borrower under the Utah Bridge Loan and the Courtyard Bridge Loans (collectively with the Initial KeyBank Bridge Borrowers, the “KeyBank Bridge Borrowers”),. See below for a description of the various loans with KeyBank (the “KeyBank Bridge Loans”).

Courtyard Bridge Loans

Concurrent with our entry into the Freddie Mac Courtyard Loan, the Initial KeyBank Bridge Borrowers and KeyBank entered into a ~~bridge~~first credit agreement supplement and amendment (the “Courtyard Bridge Loans”) to the Utah Bridge Loan in order to add additional tranches. Accordingly, each of the Courtyard Bridge Loans and the Utah Bridge Loan are separate loans with separate maturity dates, but they are secured by the same pool of collateral and subject to the same general restrictions, each as described above under the heading “Utah Bridge Loan” and within this section.

Pursuant to the terms of the Courtyard Bridge Loans, the Utah Bridge Loan was amended to add two additional tranches: (i) an initial loan ~~with KeyBank National Association (“KeyBank”) in an amount~~ of ~~approximately $22.3~~$27 million (the ~~“KeyBank~~“Courtyard Initial Bridge Loan”) and (ii) a delayed draw commitment of up to $14 million (the “Courtyard Delayed Draw Commitment”). The KeyBank Bridge Borrowers utilized the Courtyard Initial Bridge Loan for the purpose of funding a portion of the purchase price for the ~~Fayetteville~~Courtyard Property. The ~~KeyBank Bridge Loan had a variable interest rate, which~~Courtyard Delayed Draw Commitment was ~~based on1-month~~ ~~Libor plus 400 basis points, resulting in an initial interest rate of approximately 5.23%. On September 5, 2017, we paid off~~utilized primarily to fund the ~~KeyBank Bridge Loan~~costs and expenses associated with ~~proceeds from our Private Offering.~~

~~On September 28, 2017,~~ the ~~KeyBank Bridge Borrowers and KeyBank entered into an amended and restated credit agreement for the KeyBank Bridge Loan (the “Amended KeyBank Bridge Loan”)~~Memory Care Expansion. The Courtyard Property contained developable land in which ~~the KeyBank~~construction of an additional 23 units of memory care (the “Memory Care Expansion”) was completed in November 2019.

The Courtyard Bridge ~~Borrowers borrowed $17.6 million for the purpose of funding a portion of the purchase price for the Tallahassee Property. The Amended KeyBank Bridge Loan had a variable interest rate, which was~~Loans were scheduled to mature on August 31, 2019, but were extended, based on~~1-month~~ ~~Libor plus 400 basis points, resulting in an initial interest rate~~ their terms to April 30, 2020 upon the payment of ~~approximately 5.24%. On November 15, 2017, we paid off the Amended KeyBank Bridge Loan with proceeds from our Private Offering.~~

On February 23, 2018, the KeyBank Bridge Borrowers and KeyBank entered into a second amended and restated credit agreement for the KeyBank Bridge Loan (the “Second Amended KeyBank Bridge Loan”) in which the KeyBank Bridge Borrowers borrowed $24.5 million for the purpose of funding a portion of the aggregate purchase price for the Salt Lake Properties. As of March 31, 2018, this loan had an outstanding balance of approximately $18.5 million.

~~The Second Amended KeyBank Bridge Loan matures on February 23, 2019, which may be extended to August 23, 2019 as long as we pay~~ a fee equal to ~~0.50%~~0.50% of the outstanding principal balance of the ~~loan~~loans at the time of the extension. On February 27, 2020, we amended the Courtyard Bridge Loans such ~~extension~~that the loan maturity date was extended to April 30, 2021 and certain ~~other terms are met, such as there has~~of the covenants were revised accordingly. On November 13, 2020, we entered into the Fifth Amendment, pursuant to which the loan maturity date was further extended to April 30, 2022 and certain covenants were revised. We were required to pay $1.0 million of the balance of the loan at signing of the Fifth Amendment, along with a fee equal to 0.50% of the then-outstanding principal balance of the loan. Beginning in May 2021, since the balance of the KeyBank Bridge Loans had not been ~~an event~~reduced to $20 million, we were required to start paying a monthly fee of ~~default. The Second Amended~~0.05% of the loan balance above $20 million until such reduction is reached. Additionally, since the balance of the KeyBank Bridge ~~Loan bears~~Loans had not been reduced to $20 million by October 31, 2021, we were required to start making principal payments of $50,000 per month until such reduction is reached. Pursuant to the Fifth Amendment, we were also required to fund a reserve comprised of six months of interest payments, which may be utilized but must generally be replenished. If the KeyBank Bridge Borrowers are unable to satisfy the Courtyard Bridge Loans through the required payments or to refinance the loans prior to maturity, the Company would be obligated to repay the Courtyard Bridge Loans pursuant to its guaranty. If the Company is unable to satisfy its guaranty, KeyBank would have the right to sell or dispose of the collateral and/or enforce and collect the collateral securing the Courtyard Bridge Loans, as discussed below.

On November 9, 2021, we amended the KeyBank Bridge Loans such that the maturity date was further extended to April 30, 2023. On January 6, 2022, in conjunction with the sale of the Tallahassee property, we repaid all of the outstanding principal balance of approximately $12.0 million on the Courtyard Delayed Draw Commitment.

On October 28, 2022, the KeyBank Bridge Borrowers entered into the Seventh Amendment to the KeyBank Bridge Loans (the “Seventh Amendment”) that extended the maturity date of the KeyBank Bridge Loans from April 30, 2023 to April 30, 2024. In connection with the Seventh Amendment, the Company paid KeyBank an extension fee equal to 0.35% of the outstanding principal balance of the KeyBank Bridge Loans as of October 28, 2022.

The Seventh Amendment (i) modifies certain collateral securing the KeyBank Bridge Loans and certain terms related thereto, and (ii) replaces LIBOR with SOFR as the interest rate benchmark. The Seventh Amendment requires the KeyBank Bridge Borrowers (or an affiliate) to maintain a Total Collateral Ratio (as defined in the Seventh Amendment) of not less than 1.20 to 1.00, and an EXR Collateral Ratio (as defined in the Seventh Amendment) of not less than 1.00 to 1.00, each as

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

of the close of each calendar quarter. If either collateral ratio is not met as of the end of a given calendar quarter, the KeyBank Bridge Borrowers (or an affiliate) will be required to pledge additional collateral within ten business days of the end of such calendar quarter in order to bring the ratio into compliance. In connection with the Seventh Amendment, the parties also entered into a partial release of certain equity interests previously serving as collateral for the KeyBank Bridge Loans.

The Courtyard Bridge Loans bear interest at a rate of1-month ~~Libor~~ SOFR plus 400 basis points ~~resulting~~which totaled approximately 8.89% as of March 31, 2023. Pursuant to the Courtyard Bridge Loans, the security for the Utah Bridge Loan was amended such that both loans are secured by the same pool of collateral, which now includes a pledge of distributions and other rights with respect to the equity interests in the subsidiaries that have a fee or leasehold interest in the Courtyard Property. In addition, on March 29, 2019, we executed an ~~initial interest rate~~amendment such that (i) our Sponsor became an additional borrower, (ii) the collateral was amended such that it is additionally comprised of ~~approximately 5.61%. The~~a pledge of equity interests owned by subsidiaries of our Sponsor in certain entities, as set forth in separate pledge agreements and (iii) certain of the covenants and restrictions were revised accordingly. Upon the repayment of the Utah Bridge Loan, the KeyBank Bridge Borrowers ~~are required~~must continue to apply ~~100%~~100% of the net proceeds from certain capital events ~~as defined in the Second Amended KeyBank Bridge Loan,~~ and we are required to apply the net proceeds from the issuance of equity interests in us, including the net proceeds from ~~the Offerings,~~our Primary Offering, to the ~~repayment of the Second Amended KeyBank~~outstanding Courtyard Bridge ~~Loan.~~Loans. Unless KeyBank otherwise consents, until the Courtyard Bridge Loans are repaid, we are required to defer payment of ~~certain~~(i) acquisition fees ~~that would~~ otherwise ~~be due~~payable to our Advisor and Sponsor ~~until the Second Amended KeyBank Bridge Loan is no longer outstanding, such as acquisition fees incurred~~ in connection with the acquisition of the ~~Salt Lake Properties. KeyBank consented~~Courtyard Property and (ii) in the event of a default, asset management fees otherwise payable to ~~us paying $1.2 million of such fees, and we made such payment as of March 31, 2018.~~our Advisor with respect to the Courtyard Property. The ~~Second Amended KeyBank~~Courtyard Bridge ~~Loan imposes~~Loans impose certain covenant requirements on us and the other parties to the ~~Second Amended KeyBank~~Courtyard Bridge ~~Loan,~~Loans, which, if breached, could result in an event of default under the ~~Second Amended~~Courtyard Bridge Loans. In connection with the foregoing, we also amended the previously executed note with KeyBank in order to evidence the Courtyard Bridge ~~Loan.~~

~~STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

Loans, and we also entered into an Omnibus Amendment and Reaffirmation of Loan Documents, as amended on March 29, 2019 (the “Omnibus Amendment”). As a result of the Omnibus Amendment, we continue to serve as a guarantor pursuant to the terms and conditions of the Courtyard Initial Bridge Loans. As of March 31, ~~2018~~2023, we were in compliance with these covenants.

~~(Unaudited)~~

The Courtyard Bridge Loans mature in April 2024. We are currently evaluating multiple options, which include extending the maturity date of the loans, refinancing with a different lender or related party, or the sale of one or more of the properties we currently own, to satisfy these loans.

Future Principal Requirements

The following table presents the future principal payment requirements on outstanding ~~secured and unsecured~~ debt as of March 31, ~~2018:~~2023:

2018
   $ —
2019
   18,473,407
2020
   527,944
2021
   679,120
2022
   714,791
2023 and thereafter
   97,983,145


Total payments
   118,378,407
Non-revolving debt issuance costs, net
   (1,788,010 )


Total
   $ 116,590,397


2023	$	1,701,747
2024		56,968,257
2025		1,799,440
2026		1,900,615
2027		1,998,274
2028		98,882,866
Total payments		163,251,199
Debt issuance costs, net		(933,866	)
Total	$	162,317,333

Note 6.5. Preferred Equity in our Operating Partnership

Issuance of Preferred Units by our Operating Partnership

On June 28, 2017, we and our Operating Partnership entered into a Series A Cumulative Redeemable Preferred Unit Purchase Agreement (the “Unit Purchase Agreement”) with SAM Preferred Investor, LLC (the “Preferred Investor”), a wholly-owned subsidiary of our Sponsor. Pursuant to the Unit Purchase Agreement, as amended, the Operating Partnership agreed to issue Preferred Units to the Preferred Investor in connection with preferred equity investments by the Preferred Investor of up to ~~$12~~$12 million (the “Investment”), which amount may be invested in one or more tranches, tosuch amounts may

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

only be used ~~solely in connection with~~for (i) the ~~investments in the Fayetteville Property~~acquisition of any student housing and ~~the Tallahassee Property~~senior housing property, (ii) repayment of indebtedness and ~~expenses incurred by the Preferred Investor in connection with the Investment,~~(iii) working capital and general corporate purposes, in exchange for up to 480,000 preferred units of limited partnership interests in our Operating Partnership (“Preferred Units”), each having a liquidation preference of ~~$25.00~~$25.00 per Preferred Unit (the “Liquidation Amount”), plus all accumulated and unpaid distributions.

In addition to the Unit Purchase Agreement, we and our Operating Partnership entered into a Second Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “Second Amended and Restated Limited Partnership Agreement”) and Amendment No. 1 to the Second and Amended and Restated Limited Partnership Agreement (the “Amendment”). The Second Amended and Restated Limited Partnership Agreement ~~authorizes~~authorized the issuance of additional classes of units of limited partnership interest in the Operating Partnership and sets forth other necessary corresponding changes. All other terms of the Second Amended and Restated Limited Partnership Agreement remained substantially the same. ~~On June 28, 2017, the Preferred Investor invested approximately $5.65 million~~Such terms continue to be included in the ~~first tranche of its Investment in our Operating~~Third Amended and Restated Limited Partnership all of which was used to fund a portion of the purchase price for the acquisition of the Fayetteville Property. The Preferred Investor received 226,000 Preferred Units in our Operating Partnership. In addition, pursuant to the terms of the Unit Purchase Agreement, ~~our Operating Partnership issued to the Preferred Investor an additional 2,260 Preferred Units, or 1.0% of the amount of the first tranche of the Investment.~~as amended.

Our Sponsor previously funded approximately $1.01 million in acquisition and loan deposits related to the acquisition of the Tallahassee Property (the “Previously Funded Amounts”). On September 28, 2017, the Previously Funded Amounts were converted into Preferred Units in our Operating Partnership. Accordingly, the Preferred Investor received an additional 40,220 Preferred Units. In addition, pursuant to the terms of the Unit Purchase Agreement, our Operating Partnership issued to the Preferred Investor an additional approximately 402 Preferred Units, or 1% of the Previously Funded Amounts.

The holders of Preferred Units ~~received~~accrue distributions at a rate of ~~9.0%~~9.0% per annum (the “Pay Rate”), payable monthly and calculated on an actual/360 day basis. Accumulated but unpaid distributions, if any, ~~accrued~~accrue at the Pay Rate. Per the terms of the Amended KeyBank Bridge Loan, while the Amended KeyBank Bridge Loan was outstanding the distributions were deferred in accordance with the terms of the Unit Purchase Agreement and the Amendment. The preferred units of limited partnership interests in our Operating Partnership ~~ranked~~rank senior to all classes or series of partnership interests in our Operating Partnership and therefore, any cash we ~~had~~have to pay distributions ~~were~~otherwise may be used to pay distributions to the holder of such preferred units first.

The Preferred Units ~~were~~are redeemable by our Operating Partnership, in whole or in part, at the option of our Operating Partnership at any time. Pursuant to the amendment of the KeyBank Bridge Loans on February 27, 2020, we are currently restricted from paying distributions on the Preferred Units or redeeming such Preferred Units until the KeyBank Bridge Loans are repaid. The redemption price (“Redemption Price”) for the Preferred Units ~~was~~is equal to the sum of the Liquidation Amount plus all accumulated and unpaid distributions thereon to the date of redemption.

~~On December 5, 2017, we completed the redemption~~As of ~~the Preferred Units with net proceeds from our Private Offering.~~

~~STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

March 31, ~~2018~~

~~(Unaudited)~~

~~On March 7, 2018, the Unit Purchase Agreement was amended to expand the use~~2023 and December 31, 2022, approximately $10.2 million of proceeds, such that amounts could be used for (i) the acquisition of any student housing and senior housing property, (ii) repayment of indebtedness and (iii) working capital and general corporate purposes. No Preferred Units were outstanding, ~~as of March 31, 2018.~~and accrued distributions payable on the Preferred Units totaled approximately $5.2 million and $4.9 million, respectively, which are included in distributions payable in the accompanying consolidated balance sheets.

Note 7.6. Segment Disclosures

We operate in two reportable business segments: (i) student housing and (ii) senior housing.

Management evaluates performance based upon property net operating income (“NOI”). NOI is defined as leasing and related revenues, less property level operating expenses.

The following ~~table summarizes~~tables summarize information for the reportable segments for the three months ended March 31, ~~2018:~~2023, and 2022:


													Three Months Ended March 31,
													Student Housing		Senior Housing		Corporate and Other		Total
	Student Housing			Senior Housing			Corporate and Other			Total			2023	2022	2023	2022	2023	2022	2023	2022
Leasing and leasing related revenues	$	2,293,714		$	1,101,448		$	—		$	3,395,162		$1,216,951	$1,197,910	$7,667,921	$6,793,446	$—	$—	$8,884,872	$7,991,356
Other revenues		—			166,274			—			166,274		—	—	215,924	165,116	—	—	215,924	165,116
Property operating expenses		(923,181	)		(734,711	)		—			(1,657,892	)	(650,403)	(627,907)	(5,738,543)	(5,213,193)	—	—	(6,388,946)	(5,841,100)

Net operating income		1,370,533			533,011			—			1,903,544		566,548	570,003	2,145,302	1,745,369	—	—	2,711,850	2,315,372
Property operating expenses - affiliates		86,182			25,500			—			111,682		124,096	122,381	491,768	477,976	—	—	615,864	600,357
General and administrative		—			—			337,082			337,082		—	—	—	—	501,758	374,003	501,758	374,003
Depreciation		808,228			211,642			—			1,019,870		344,240	455,747	1,436,671	1,371,383	5,357	3,880	1,786,268	1,831,010
Intangible amortization expense		1,615,800			357,808			—			1,973,608
Acquisition expenses – affiliates		—			55,974			—			55,974
Other property acquisition expenses		—			164,927			—			164,927
Interest expense		535,350			367,832			—			903,182		309,750	309,751	1,899,200	1,643,757	—	—	2,208,950	1,953,508
Interest expense – debt issuance costs		17,031			61,506			—			78,537		14,140	14,139	66,074	80,942	—	—	80,214	95,081
Other		—			—			(7,698	)		(7,698	)
Loss on extinguishment of debt													—	1,985,602	—	—	—	—	—	1,985,602
Gain on sale of real estate, net													—	(12,101,937)	—	—	—	—	—	(12,101,937)
Other income (loss)													—	—	(445)	80	(509)	(569,548)	(954)	(569,468)
Net income (loss)													$(225,678)	$9,784,320	$(1,747,966)	$(1,828,769)	$(506,606)	$191,665	$(2,480,250)	$8,147,216

Net loss	$	(1,692,058	)	$	(712,178	)	$	(329,384	)	$	(2,733,620	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

The following table summarizes our total assets by segment:


Segments	March 31, 2018		March 31, 2023		December 31, 2022
Student housing	$	99,886,868	$	44,732,144	$	45,184,980
Senior housing		80,841,349		155,366,875		155,404,239
Corporate and Other		10,782,894		7,731,012		9,864,879

Total assets	$	191,511,111	$	207,830,031	$	210,454,098

Note 8.7. Related Party Transactions

Fees to Affiliates

~~Our Private~~In connection with our Public Offering, ~~Advisory Agreement~~we entered into an advisory agreement with our Advisor (as amended, the “Advisory Agreement”) and a dealer manager agreement with our ~~Private Offering~~Former Dealer Manager ~~Agreement entitled~~(as amended, the “Dealer Manager Agreement”) which entitle our Advisor and our Former Dealer Manager to specified fees upon the provision of certain services with regard to the ~~Private~~Public Offering and investment of funds in real estate properties, among other services, as well as reimbursement for organization and offering costs incurred by our Advisor on our behalf and reimbursement of certain costs and expenses incurred by our Advisor in providing services to us. On April 17, 2020, in accordance with provisions of the Dealer Manager Agreement, we provided a 60-day termination notice to our Former Dealer Manager and pursuant to such notice, the Dealer Manager Agreement was terminated on June 16, 2020.

~~Additionally, the~~The Advisory Agreement, Dealer Manager Agreement, and transfer agent agreement (the “Transfer Agent Agreement”) ~~executed in connection with the Public Offering,~~ entitle our Advisor, our Former Dealer Manager and our Transfer Agent to specified fees upon the provision of certain services with regard to the Public Offering and investment of funds in real estate properties, among other services, as well as reimbursement for organizational and offering costs incurred by our Advisor on our behalf and reimbursement of certain costs and expenses incurred by our Advisor and our Transfer Agent in providing services to us.

~~STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2018~~

~~(Unaudited)~~

Organization and Offering Costs

Organization and offering costs of the ~~Private~~Public Offering were paid by our Advisor on our behalf ~~will be~~and were reimbursed to our ~~Advisor.~~Advisor from the proceeds of our Primary Offering, provided, however, that our Advisor agreed to fund, and was not reimbursed for, 1.0% of the gross offering proceeds from the sale of Class W shares. Organization and offering costs ~~consist~~consisted of all expenses (other than sales commissions, ~~and the~~ dealer manager ~~fee) to be~~fees, stockholder servicing fees, and dealer manager servicing fees) paid by us in connection with the ~~Private~~Public Offering, including our legal, accounting, printing, mailing and filing fees ~~charges of our escrow account holder~~ and other accountable organization and offering expenses, including, but not limited to, (i) amounts to reimburse our Advisor for all marketing related costs and expenses such as salaries and direct expenses of employees of our Advisor and its affiliates in connection with registering and marketing our shares; (ii) technology costs associated with the ~~Private~~Public Offering; (iii) our costs of conducting our training and education meetings; (iv) our costs of attending retail seminars conducted by participating broker-dealers; and (v) payment or reimbursement of bona fide due diligence expenses. We ~~have and will continue to incur~~also incurred similar organization and offering costs in connection with ~~the Public~~our Primary Private Offering. Pursuant to ~~the Advisory~~an Advisor Funding Agreement (the “Advisor Funding Agreement”), our Advisor ~~will be required~~also agreed to reimburse us within 60 days after the end of the month which the Public Offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions, dealer manager fees, stockholder servicing fees, and dealer manager servicing fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering. Organization and offering costs of the Public Offering may be paid by our Advisor on our behalf and will be reimbursed to our Advisor from the proceeds of our Primary Offering; provided, however, that our Advisor will fund, and ~~will~~ not be reimbursed for, ~~1.0%~~1.0% of the gross offering proceeds from the sale of Class WY shares and Class Z shares. Our Advisor must reimburse us within 60 days after the end of the month in which the Public Offering terminated to the extent organization and offering expenses incurred in good faith exceed the 1.0% estimate being funded by the Advisor. Conversely, we must reimburse our Advisor within 60 days after the end of the month in which the Public Offering terminates to the extent such organization and offering expenses are less than the 1.0% estimate being funded by the Advisor pursuant to the Advisor Funding Agreement. During the year ended December 31, 2020, as a result of the suspension of our Primary Offering and termination of our Former Dealer Manager, we expected that the organization and offering expenses incurred on the sale of Class Y shares and Class Z shares would exceed 1% at the termination of the Public Offering. Accordingly, during the year ended December 31, 2020, we recorded a receivable from our Advisor for organization and offering expenses incurred in excess of the 1% limitation, which resulted in a $0.6 million reduction in due to affiliates and an increase in additional paid in capital in the accompanying consolidated balance sheet. Subsequent to the termination of our Public Offering on May 1, 2021, we determined no additional adjustment was required.

Advisory ~~Agreements~~Agreement

We do not have any employees. Our Advisor is primarily responsible for managing our business affairs and carrying out the directives of our board of directors. Our Advisor receives various fees and expenses under the terms of our Advisory

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Agreement. As discussed above, we are required to reimburse our Advisor for certain organization and offering costs from the Offerings; provided, however, pursuant to the Advisory Agreement, our Advisor ~~will fund,~~funded, and ~~will~~was not be reimbursed for, ~~1.0%~~1.0% of the gross offering proceeds from the sale of Class W shares in the Primary Offering and will be required to reimburse us within 60 days after the end of the month in which the Public Offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions, dealer manager fees, stockholder servicing fees, and dealer manager servicing fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering.

The Advisory Agreement also requires our Advisor to reimburse us to the extent that offering expenses, including sales commissions, dealer manager fees, stockholder servicing fees and dealer manager servicing fees, are in excess of ~~15%~~15% of gross proceeds from the Primary Offering. ~~Our~~

Prior to the amendment of the Advisory Agreement on September 6, 2018 (the “AA Amendment”), our Advisor ~~was due~~received acquisition fees ~~pursuant to the Private Offering Advisory Agreement~~ equal to 2%1.75% of the contract purchase price of each property we ~~acquired while~~acquired. The AA Amendment eliminated such ~~agreement was in effect. Pursuant~~acquisition fees. On July 10, 2019, we entered into another amendment to the Advisory Agreement (the “Second AA Amendment”). Pursuant to the Second AA Amendment, our Advisor ~~will receive~~may be entitled to an acquisition ~~fees~~fee (the “Contingent Acquisition Fee”) with respect to acquisitions made subsequent to July 10, 2019, subject to us satisfying certain stockholder return thresholds or if the Advisory Agreement is terminated for any reason other than our Advisor’s fraud, willful misconduct or gross negligence before July 10, 2029. After we pay stockholders total distributions equal to ~~1.75%~~their invested capital, plus a 6% cumulative, non-compounded annual return on invested capital, we will pay our Advisor a contingent acquisition fee equal to 1% of the ~~contract purchase price~~Contract Purchase Price (as defined in the Second AA Amendment) of each property or other real estate investment we ~~acquire.~~acquire after July 10, 2019; and after we pay stockholders total distributions equal to their invested capital, plus a 13% cumulative, non-compounded annual return on invested capital, we will pay our Advisor an additional contingent acquisition fee equal to 2% of the Contract Purchase Price of each property or other real estate investment we acquire after July 10, 2019. Our Advisor ~~received~~also receives reimbursement of any acquisition expenses our Advisor ~~incurred~~incurs pursuant to the ~~Private Offering Advisory Agreement, which continues under the~~ Advisory Agreement. ~~Our Advisor was entitled to receive a monthly asset management fee equal to 0.05417% (which is one twelfth of 0.65%) of our aggregate asset value, pursuant to the Private Offering Advisory Agreement.~~

Pursuant to the Advisory Agreement, ~~our Advisor,~~ effective May 1, 2018, our Advisor is entitled to receive a monthly asset management fee. This fee was initially equal to ~~0.05208%~~0.05208% (which is one twelfth of 0.625%) of our average invested assets, as defined by the Advisory ~~Agreement. Pursuant~~Agreement, but the AA Amendment later increased this fee to ~~the Private Offering Advisory Agreement, our Advisor was due a financing fee~~0.066667% (which is one twelfth of ~~up to 0.5% of the borrowed amount of a loan for arranging for financing in connection with the acquisition, development or repositioning~~0.8%) of our ~~properties.~~average invested assets. Our Advisor will not receive financing fees pursuant to the Advisory Agreement.

~~Under our Private Offering Advisory Agreement,~~Pursuant to the Second AA Amendment, our Advisor ~~would have been due~~may be entitled to disposition fees generally equal to 3%the lesser of (a) 1% of the ~~contract sales price~~Contract Sales Price or (b) 50% of ~~each~~the Competitive Real Estate Commission (as defined in the Second AA Amendment). In conjunction with the sale of the Tallahassee property ~~sold inclusive of any real estate commissions~~in January 2022, a $0.25 million disposition fee was paid to ~~third party real estate brokers. However, no such disposition fees were paid, as we have not sold any properties. Moreover, we will not owe~~ our ~~Advisor any disposition fees going forward, as no such fees will be due under~~Sponsor in accordance with the ~~Advisory Agreement.~~Second AA Amendment.

Our Advisor may also be entitled to various subordinated distributions under our operating partnership agreement if we (1) list our shares of common stock on a national exchange, (2) do not renew or terminate the Advisory Agreement, (3) liquidate our portfolio or (4) effect a merger or other corporate reorganization.

The ~~Private Offering~~ Advisory Agreement ~~and Advisory Agreement provide~~provides for reimbursement of our Advisor’s direct and indirect costs of providing administrative and management services to us. Beginning four fiscal quarters after commencement of the Public Offering, pursuant to our Advisory Agreement, our Advisor ~~will be~~is required to pay or reimburse us the amount by which our aggregate annual operating expenses, as defined, exceed the greater of 2%2% of our

~~STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2018~~

~~(Unaudited)~~

average invested assets or ~~25%~~25% of our net income, as defined, unless a majority of our independent directors determine that such excess expenses were justified based on unusual andnon-recurring factors. For any fiscal quarter for which total operating expenses for the 12 months then ended exceed the limitation, we will disclose this fact in our next quarterly report or within 60 days of the end of that quarter and send a written disclosure of this fact to our stockholders. In each case the disclosure will include an explanation of the factors that the independent directors considered in arriving at the conclusion that the excess expenses were justified. As of March 31, 2023, our aggregate annual operating expenses, as defined, did not exceed the thresholds described above.

Advisor Funding Agreement

Concurrent with the execution of the Second AA Amendment (as described above), we entered into the Advisor Funding Agreement by and among us, our Operating Partnership, our Advisor and our Sponsor, pursuant to which our Advisor agreed to fund the payment of the upfront 3% sales commission for the sale of Class Y shares, the upfront 3% dealer manager fee for the sale of Class Y shares, and the estimated 1% organization and offering expenses for the sale of the Class Y shares and Class Z shares in the Primary Offering. Our Advisor’s obligation to fund the upfront sales commissions, upfront

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2023
(Unaudited)

dealer manager fees, and organization and offering expenses was expressly limited to us raising $250 million in gross offering proceeds from the sale of Class Y shares pursuant to the Primary Offering. Our Advisor may terminate the Advisor Funding Agreement at any time in its sole discretion after we have raised $250 million in gross offering proceeds from the sale of Class Y shares pursuant to the Primary Offering. At the termination of the Primary Offering, our Advisor was required to reimburse us within 60 days after the end of the month in which the Primary Offering terminated if the organization and offering expenses exceed the 1% estimate being funded by our Advisor pursuant to the Advisor Funding Agreement. Conversely, we were required to reimburse our Advisor within 60 days after the end of the month in which the Primary Offering terminated to the extent the organization and offering expenses were less than the 1% estimate being funded by our Advisor pursuant to the Advisor Funding Agreement. As of March 31, 2020, prior to the suspension of our Primary Offering, we raised approximately $11.9 million in gross offering proceeds from the sale of Class Y and Z shares, and received funding from our Advisor of approximately $0.8 million for the payment of sales commissions and dealer manager fees for the sale of Class Y shares, and organization and offering expenses for the sale of Class Y and Z shares. Subsequent to March 31, 2020, no sales have been made pursuant to the Primary Offering. During the year ended December 31, 2020, as a result of the suspension of our Primary Offering and termination of our Former Dealer Manager, ~~Agreements~~we expected that the organization and offering expenses incurred on the sale of Class Y shares and Class Z shares would exceed 1% at the termination of the Public Offering. Accordingly, during the year ended December 31, 2020, we recorded a receivable from our Advisor for organization and offering expenses incurred in excess of the 1% limitation, which resulted in a $0.6 million reduction in due to affiliates and an increase in additional paid in capital in the accompanying consolidated balance sheet. Subsequent to the termination of our Public Offering on May 1, 2021, we determined no additional adjustment was required.

Dealer Manager Agreement

In connection with our ~~Primary Private~~Public Offering, our Former Dealer Manager received a sales commission of up to 6.0% of gross proceeds from sales in the Primary Private Offering and a dealer manager fee equal to up to 3.0% of gross proceeds from sales in the Primary Private Offering under the terms of the Private Offering Dealer Manager Agreement; provided, however, for all shares sold pursuant to our Primary Private Offering through the Discount Termination Date, dealer manager fees were reduced to an amount of up 2.0% of gross proceeds from sales in the Primary Private Offering.

~~In connection with our Public Offering, our Dealer Manager receives a sales commission of up to 6.0%~~6.0% of gross proceeds from sales of Class A ~~Shares~~shares and up to 3%3.0% of gross proceeds from the sales of Class T ~~Shares~~shares in the Primary Offering and a dealer manager fee of up to ~~3.0%~~3.0% of gross proceeds from sales of both Class A and Class T ~~Shares~~shares in the Primary Offering under the terms of the Dealer Manager Agreement. Our Former Dealer Manager ~~does~~did not receive an upfront sales commission or dealer manager fee from sales of Class W shares in the Primary Offering.

As of June 21, 2019, we ceased offering Class A shares, Class T shares and Class W shares in our Primary Offering, and on July 10, 2019, we commenced offering Class Y shares and Class Z shares. On March 30, 2020, our board of directors approved the suspension of our Primary Offering and on May 1, 2021, our Public Offering terminated. On April 17, 2020, in accordance with provisions of the Dealer Manager Agreement, we provided a 60-day termination notice to our Dealer Manager and pursuant to such notice, the Dealer Manager Agreement was terminated on June 16, 2020. Pursuant to the Dealer Manager Agreement, we paid our Former Dealer Manager upfront sales commissions in the amount of 3.0% of the gross proceeds of the Class Y shares sold and dealer manager fees in the amount of 3.0% of the gross proceeds of the Class Y shares sold in the primary portion of the offering. However, as described above, our Advisor agreed to fund the payment of all upfront sales commissions and dealer manager fees on Class Y shares sold, subject to certain limitations. In addition, our Former Dealer Manager ~~will receive~~received an ongoing stockholder servicing fee that iswas payable monthly and ~~accrues~~accrued daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T shares and Class Y shares sold in the Primary ~~Offering.~~Offering, subject to certain limitations described below. Our Former Dealer Manager ~~will also receive~~received an ongoing dealer manager servicing fee that iswas payable monthly and ~~accrues~~accrued daily in an amount equal to 1/365th of 0.5% of the purchase price per share of the Class W shares and Class Z shares sold in the Primary Offering. ~~We will~~

The Dealer Manager Agreement provided that we would cease paying the stockholder servicing fee with respect to the Class T shares and Class Y shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals ~~10%~~10% of the gross proceeds from the sale of Class A shares, Class T shares, Class W shares, Class Y shares, and Class WZ shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our Distribution Reinvestment Plan), which calculation shall be made ~~by the Company with the assistance of our Dealer Manager~~ commencing after the termination of our Primary Offering; (iii) with respect to a particular Class T share and Class Y share, the third anniversary of the issuance of the share; and (iv) the date that such Class T share or Class Y share is redeemed or is no longer outstanding. ~~We will~~The Dealer Manager Agreement provided that we would cease paying the dealer manager servicing fee with respect to the Class W shares and Class Z shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals ~~10%~~10% of the gross proceeds from the sale of Class A shares, Class T shares, Class W shares, Class Y shares, and Class WZ shares in our Primary Offering ~~(i.e.~~

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

(i.e., excluding proceeds from sales pursuant to our Distribution Reinvestment Plan), which calculation shall be made ~~by the Company with the assistance of our Dealer Manager~~ commencing after the termination of our Primary Offering; (iii) the end of the month in which the aggregate dealer manager servicing fees paid in our Primary Offering with respect to Class W shares or Class Z shares equals ~~9.0%~~9.0% of the gross proceeds from the sale of Class W shares or Class Z shares, respectively, in our Primary Offering (i.e., excluding proceeds from sales pursuant to our Distribution Reinvestment Plan), which calculation shall be made ~~by us with the assistance of our Dealer Manager~~ commencing after the termination of our Primary Offering, and (iv) the date that such Class W share or Class Z share is redeemed or is no longer outstanding. As a result of the suspension of our Primary Offering and termination of our Former Dealer Manager, we expected that the aggregate underwriting compensation from all sources would exceed 10% at the termination of the Public Offering. Accordingly, we ceased paying stockholder servicing fees and dealer manager servicing fees in April 2020, pursuant to the terms of the Dealer Manager Agreement. Additionally, as of March 31, 2023, we have not recorded a liability for the future payment of the stockholder servicing fees and dealer manager servicing fees.

In connection with our Public Offering, our Former Dealer Manager ~~will enter~~entered into participating dealer agreements with certain other broker-dealers which ~~will authorize~~authorized them to sell our shares. Upon sale of our shares by such broker-dealers, our Former Dealer Manager ~~willre-allow~~allowed all of the sales commissions paid in connection with sales made by these broker-dealers. Our Former Dealer Manager ~~may~~was also~~re-allow~~ permitted to allow these broker-dealers a portion of their dealer manager fee as marketing fees, reimbursement of certain costs and expenses of attending training and education meetings sponsored by our Former Dealer Manager, payment of attendance fees required for employees of our Former Dealer Manager or other affiliates to attend retail seminars and public seminars sponsored by these broker-dealers, or to defray other distribution-related expenses. Our Former Dealer Manager ~~will~~ also ~~receive~~received reimbursement of bona fide due diligence expenses; however, to the extent these due diligence expenses cannot be justified, any excess over actual due diligence expenses will be considered underwriting compensation subject to a ~~10%~~10% FINRA limitation and, when aggregated with all othernon-accountable expenses in connection with our Public Offering, may not exceed 3% of gross offering proceeds from sales in the Public Offering.

~~STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2018~~

~~(Unaudited)~~

Affiliated Former Dealer Manager

Our Sponsor ~~owns,~~previously owned, through a wholly-owned limited liability company, a ~~15%~~15% non-voting equity interest in our Former Dealer Manager. Affiliates of our Former Dealer Manager own a ~~2.5%~~2.5% non-voting membership interest in our Advisor, which they acquired on January 1, 2018.

Transfer Agent Agreement

Our Sponsor ~~owns 100% of~~is the ~~membership interests~~owner and manager of our Transfer ~~Agent. Pursuant to~~Agent, which is a registered transfer agent with the SEC. Effective in May 2018, our Transfer Agent Agreement, our Transfer Agent provides transfer agent and registrar services to us. These services are substantially similar to what a third party transfer agent would provide in the ordinary course of performing its functions as a transfer agent, including, but not limited to: processingprocesses subscription agreements ~~providing~~and certain other forms directly, as well as provides customer service to our ~~stockholders,~~stockholders. These services include, among other things, processing payment of any sales commission and dealer manager fees associated with a particular purchase, as well as processing the distributions and any servicing fees with respect to our ~~shares and issuing regular reports to~~shares. Additionally, our ~~stockholders. Our~~ Transfer Agent may retain and supervise third party vendors in its efforts to administer certain services. ~~We expect~~Our Transfer Agent also conducts transfer agent and registrar services for other non-traded REITs sponsored by an affiliate of our Sponsor.

Fees paid to our Transfer Agent are based on a fixed quarterly fee, one-time account setup fees, monthly open account fees, one time transfer fees, monthly portal fees, and investor telephone call fees. In addition, we will ~~conduct transfer agency, registrar and supervisory~~reimburse our Transfer Agent for all reasonable expenses or other changes incurred by it in connection with the provision of its services ~~for~~to us, and ~~othernon-traded~~ ~~REITs sponsored~~we will pay our Transfer Agent fees for any additional services we may request from time to time, in accordance with its rates then in effect. Upon the request of our Transfer Agent, we may also advance payment for substantial reasonable out-of-pocket expenditures to be incurred by ~~our Sponsor.~~it.

The initial term of the Transfer Agent Agreement iswas three years, which term will be automatically renewed for one year successive terms, but either party may terminate the Transfer Agent Agreement upon 90 days’ prior written notice. In the event that we terminate the Transfer Agent Agreement, other than for cause, we will pay our Transfer Agent all amounts that would have otherwise accrued during the remaining term of the Transfer Agent Agreement; provided, however, that when calculating the remaining months in the term for such purposes, such term is deemed to be a 12 month period starting from the date of the most recent annual anniversary date.

~~We agreed to pay our Transfer Agent aone-time~~ setup fee of $50,000 in connection with the execution of the Transfer Agent Agreement on May 1, 2018. In addition, we will pay our Transfer Agent the following fees: (i) a fixed quarterly fee of $8,000, (ii) a~~one-time~~ account setup fee of $30 per account and (iii) a monthly fee of $3.10 per open account per month. The fees we pay our transfer agent are fixed for the first 12 months of the Transfer Agent Agreement and are then subject to annual adjustment as mutually agreed upon by the parties. In addition, we expect to reimburse our Transfer Agent for all reasonable expenses or other changes incurred by it in connection with the provision of its services to us, and we expect to pay our Transfer Agent fees for any additional services we may request from time to time, in accordance with its rates then in effect. Upon the request of our Transfer Agent, we may also advance payment for substantial reasonable~~out-of-pocket~~ ~~expenditures to be incurred by it.~~28

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

(Unaudited)

Property Managers

Pursuant to our Advisory Agreement, our Advisor is responsible for overseeing any third party property managers or operators and may delegate such responsibility to its affiliates. Our Advisor ~~will assign~~has assigned such oversight responsibilities to our Property Manager. Currently, we expect to rely on third party property managers and senior living operators to manage and operate our properties. We ~~will~~ pay our Property Manager an oversight fee equal to 1%1% of the gross revenues attributable to such properties; provided, however, that our Property Manager will receive an oversight fee equal to ~~1.5%~~1.5% of the gross revenues attributable to any senior housing property other than such properties that are leased to third party tenants undertriple-net or similar lease structures. In the event any of our properties are managed directly by our Property Manager, we will pay our Property Manager a property management fee that is approved by a majority of our board of directors, including a majority of our independent directors not otherwise interested in such transaction, as being fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties, which we generally expect to be 3% of gross revenues of the applicable property for student housing properties and 5% of gross revenues of the applicable property for senior housing properties.parties.

Pursuant to the terms of the agreements described above, the following table summarizes related party costs incurred and paid by us for the year ended December 31, ~~2017~~2022 and the three months ended March 31, ~~2018,~~2023, as well as any related amounts payable as of December 31, ~~2017~~2022 and March 31, ~~2018:~~2023:


	Year Ended December 31, 2022						Three Months Ended March 31, 2023
	Incurred		Paid		Payable		Incurred		Paid		Payable
Expensed:
Operating expenses (including organizational costs)	$	453,432	$	453,432	$	—	$	136,589	$	136,589	$	—
Transfer Agent expenses		103,782		103,782		—		30,306		30,306		—
Asset management fees		1,942,698		1,033,266		8,833,418		485,721		183,105		9,136,034
Property management oversight fees		493,956		—		2,103,788		130,143		—		2,233,931
Disposition fee		250,000		250,000		—		—		—		—
Capitalized:
Acquisition expenses - Affiliates		—		—		1,980,000		—		—		1,980,000
Additional Paid-In Capital:
Offering costs		—		—		166,881		—		—		166,881
Total	$	3,243,868	$	1,840,480	$	13,084,087	$	782,759	$	350,000	$	13,516,846

~~STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2018~~

~~(Unaudited)~~

   Year Ended December 31, 2017    Three Months Ended March 31, 2018
   Incurred    Paid    Payable    Incurred    Paid    Payable
Expensed

Operating expenses (including organizational costs)
   $ 394,654    $ 271,229    $ 123,425    $ 179,206    $ 302,631    $ —
Asset management fees⁽¹⁾
   135,163    93,492    41,671    111,682    153,353    —
Acquisition expenses
   2,310,020    2,310,020    —      55,974    55,974    —
Capitalized

Debt issuance costs
   499,382    465,500    33,882    357,025    67,290    323,617
Acquisition expenses
   —      —      —      1,570,000    1,200,000    370,000
AdditionalPaid-in Capital

Selling commissions
   3,947,269    3,915,109    32,160    806,713    823,333    15,540
Dealer Manager fees
   1,490,524    1,474,704    15,820    443,820    450,464    9,176
Offering costs
   508,350    508,350    —      114,342    114,342    —












Total
   $ 9,285,362    $ 9,038,404    $ 246,958    $ 3,638,762    $ 3,167,387    $ 718,333

⁽¹⁾	For the year ended December 31, 2017 and three months ended March 31, 2018, the Advisor permanently waived one half of the asset management fee totaling approximately $135,000 and $112,000, respectively. Such amount was waived permanently and accordingly, will not be paid to the Advisor.

Please see Note 54 – Debt and Note 65 – Preferred Equity in our Operating Partnership for detail regarding additional related party transactions.

Investment in ~~Reno~~Power 5 Conference Student Housing I, DST

OnIn October ~~20, 2017,~~2018, we ~~completed an investment~~invested approximately $0.8 million in a private placement offering by ~~Reno~~Power 5 Conference Student Housing I, DST (“~~Reno~~Power 5 Conference Student Housing”) using proceeds from the issuance of Preferred Units in our ~~Private Offering of approximately $1.03 million~~Operating Partnership for an approximately ~~2.6%~~1.4% beneficial ~~interest . Reno~~interest. Power 5 Conference Student Housing iswas a Delaware statutory trust and an affiliate of our Sponsor. ~~Reno~~Power 5 Conference Student Housing ~~owns a~~owned two student housing ~~property~~properties located in ~~Reno, Nevada (the “Reno Property”).~~Ann Arbor, Michigan and Columbia, South Carolina. We ~~have~~ determined that ~~Reno~~Power 5 Conference Student Housing iswas a VIE of which we are not the primary beneficiary, as we dodid not have the power to direct the most significant activities of the entity nor dodid we have the obligation to absorb losses or the rights to receive benefits of the entity that could be significant to the entity. As such, our investment in ~~Reno~~Power 5 Conference Student Housing iswas accounted for under the equity method of accounting. On February 9, 2022, Power 5 Conference Student Housing sold the two student housing assets that the DST owned and made a final distribution to us totaling approximately $1.0 million. As a result, we recognized a gain of approximately $0.6 million which is included in other income in the accompanying consolidated statement of operations during the three months ended March 31, 2022.

Note 9.8. Commitments and Contingencies

Property Management

~~The Fayetteville Property and the Tallahassee Property are~~Our student housing property is managed by ~~Asset Campus Housing,~~ a third-party student housing manager. Pursuant to our property management agreements, ~~with ACH,~~ we pay a monthly management fee, ~~equal to the greater of $6,000 or 3% of the gross monthly collections,~~ plus reimbursement of amounts reasonably incurred in managing the property, such as employee compensation, marketing costs and certain third-party administrative costs.In certain instances, we pay a construction management fee for certain construction management services. The property management agreement has a one year term and automatically renews for successive one year periods thereafter, unless we or the third-party student housing manager provides prior written notice at least 30 days prior to the expiration of the term. The agreement is also subject to other customary termination provisions.

Our senior housing properties are managed by ~~ACH~~third-party senior living operators. Pursuant to the respective property management agreements, we pay a monthly management fee plus reimbursement of amounts reasonably incurred in managing the properties, such as employee compensation, marketing costs and certain third-party administrative costs. ~~We also~~In certain instances, we may pay ~~ACH~~ a construction management fee for certain construction management ~~services equal~~services. Additionally, such operators may be entitled to ~~(i) 5%~~a performance based incentive fee, based on the performance of the ~~construction costs between $10,000 and $100,000 and (ii) 4% of the construction costs in excess of $100,000.~~property. The property management agreements have ~~a one year~~an original term of three to five years and automatically renew for successive one year periods thereafter, unless we or ~~ACH provides prior written notice at least 30 days prior to~~ the ~~expiration of the term. The agreements are also subject to other customary termination provisions.~~

Each of the senior housing properties is managed by MBK, a third-party senior living operator. Pursuant to our property management agreements with MBK, we pay a monthly management fee equal to 5% of the gross receipts plus reimbursement of amounts reasonably incurred by MBK in managing the properties, such as employee compensation, marketing costs and certain third-party administrative costs. We also pay MBK a construction management fee for certain construction management services equal to (i) 5% of the construction costs between $10,000 and $100,000 and (ii) 4% of the construction costs in excess of $100,000. The property management agreements have a five year term and automatically renew for successive one year periods thereafter, unless we or MBKoperator provide prior written notice at least 180 days prior to the expiration of the term. The agreements are also subject to customary termination provisions including a termination ~~fees~~fee if the agreement is terminated ~~early.~~in certain circumstances.

~~STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2018~~

~~(Unaudited)~~

~~In addition, we and MBK are parties to an agreement, whereby MBK is potentially entitled to a performance based incentive fee. This agreement is also subject to customary termination provisions.~~

Distribution Reinvestment Plans

We adopted a distribution reinvestment plan in connection with the Private Offering (the “Private Offering Distribution Reinvestment Plan”) that allowed our stockholders to have distributions otherwise distributable to them invested in additional shares of our common stock. WeOn May 1, 2018, we amended and restated the Private Offering Distribution Reinvestment Plan in connection with the Public Offering ~~(the “Distribution Reinvestment Plan”) on May 1, 2018. As of March 31, 2018,~~to establish the purchase price per share under the ~~Private Offering Distribution Reinvestment Plan was 95% of the then-current offering price~~distribution reinvestment plan of our Class A, Class T, and Class W shares. On June 21, 2019, our board of directors further amended and restated the distribution reinvestment plan (the “Distribution Reinvestment Plan”), effective as of July 13, 2019, to include, as eligible participants, stockholders holding Class Y shares inof our common stock and stockholders holding Class Z shares of our common stock, and to state that the ~~Primary Private Offering. The~~ purchase price ~~per share under~~for shares pursuant to the Distribution Reinvestment Plan shall be $9.30 per share for ~~each class~~all classes of ~~shares is as follows; (i) $9.81 for Class A shares, (ii) $9.50 for Class T shares and (iii) $9.40 for Class W~~ shares. No sales commissions or dealer manager fees are paid ~~on shares sold through either~~with respect to the ~~Private Offering~~sale of such shares. On September 28, 2020, our board of directors further amended the Distribution Reinvestment Plan, oreffective as of October 10, 2020, to state that the purchase price for shares pursuant to the Distribution Reinvestment ~~Plan.~~Plan shall be equal to the estimated value per share of each class of shares. We may amend or terminate the Distribution Reinvestment Plan for any reason at any time upon 10 days’ prior written notice to stockholders. On March 30, 2020, our board of directors approved the suspension of our distributions; during such suspension, no distributions will be reinvested pursuant to the Distribution Reinvestment Plan.

Share Redemption ~~Programs~~Program

~~In connection with the Private Offering, we~~We adopted ~~the “Private Offering Share Redemption Program”~~a share redemption program that ~~enabled~~enables stockholders to sell their shares to us in limited circumstances. ~~In connection with~~As long as our common stock is not listed on a national securities exchange or over-the-counter market, our stockholders who have held their stock for at least one year may be able to have all or any portion of their shares of stock redeemed by us. We may redeem the ~~Public Offering, we amended the Private Offering Share Redemption Program, such amended program now being referred to as the Share Redemption Program. Stockholders generally have to hold~~ shares of stock presented for ~~one year before submitting a~~ redemption ~~request; however, we may waive theone-year~~ ~~holding period in the event of the death, disability or bankruptcy of a stockholder. The number of shares eligible to be redeemed pursuant~~for cash to the ~~Share Redemption Program is limited as follows: 1) during any calendar year,~~extent that we ~~will not redeem in excess of 5% of the weighted average number of shares outstanding during the prior calendar year; and 2) funding for the redemption of shares will be limited~~have sufficient funds available to ~~the amount of net proceeds we receive from the sale of shares under our Private Offering Distribution Reinvestment Plan.~~fund such redemption.

Our board of directors may amend, suspend or terminate the Share Redemption Program with 30 days’ notice to our stockholders. We may provide this notice by including such information in a Current Report on Form8-K or in our annual or quarterly reports, all publicly filed with the SEC, or by a separate mailing to our stockholders.

~~The redemption price per share for shares redeemed pursuant~~In order to preserve cash in light of the ~~Share Redemption Program will depend upon whether such shares were sold in the Private Offering or in the Public Offering until~~uncertainty relating to COVID-19 and its potential impact on our overall financial results, on March 30, 2020, our board of directors ~~approves an estimated net asset value per share:~~

~~Private Offering Shares~~~~: The redemption price per share for shares sold in~~approved the ~~Private Offering will depend on the length of time the stockholder has held such shares as follows:~~


~~Number Years Held~~		~~Redemption Price~~
~~Less than 1~~		~~No Redemption Allowed~~
~~More than 1 but less than 2~~		~~90.0% of the Redemption Amount (as defined below)~~
~~More than 2 but less than 3~~		~~92.5% of the Redemption Amount~~
~~More than 3 but less than 4~~		~~95.0% of the Redemption Amount~~
~~More than 4~~		~~100% of the Redemption Amount~~

As long as we are engaged in an offering, the Redemption Amount shall be the lesser of the amount an investor paid for their shares or the price per share in the current offering. If we are no longer engaged in an offering, the Redemption Amount will be determined by our board of directors.

~~Public Offering Shares~~~~: The redemption price per share for shares purchased in the Public Offering is equal to the net investment amount~~suspension of our ~~shares, which will be based on the “amount available for investment” percentage shown in the estimated use~~share redemption program, effective May 3, 2020. Our share redemption program remains suspended as of proceeds table in our prospectus. For each class of shares, this amount will equal the then-current offering price of the shares, less the associated sales commissions, dealer manager fee and estimated organization and offering expenses not reimbursed by our Advisor.March 31, 2023.

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, ~~2018~~2023

(Unaudited)

~~Once~~As a result of our board of directors ~~approves~~approving an estimated net asset value per share ~~as published from time to time in an Annual Report~~ on ~~Form10-K,~~ ~~a Quarterly Report on Form10-Q~~ ~~and/or a Current Report on Form8-K~~ ~~publicly filed with~~January 17, 2023, the ~~SEC, the redemption price~~ per share price for the repurchase of a given class of shares ~~purchased in either the Private Offering or the Public Offering shall then be~~is equal to the then-current estimated net asset value per share for such class of ~~shares.~~shares; however, as noted elsewhere our share redemption program is currently suspended.

~~There~~If we recommence our share redemption program, there will be several limitations on our ability to redeem shares under the Share Redemption Program including, but not limited to:

•

Unless the shares are being redeemed in connection with a stockholder’s death, “qualifying disability” (as defined under the Share Redemption Program) or bankruptcy, we may not redeem shares until the stockholder has held his or her shares for one year.

•

During any calendar year, we will not redeem in excess of 5%5% of the weighted-average number of shares outstanding during the prior calendar year.

•

The cash available for redemption is limited to the proceeds from the sale of shares pursuant to our distribution reinvestment plan.

•

We have no obligation to redeem shares if the redemption would violate the restrictions on distributions under Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency.

For the year ended December 31, 2022 and the three months ended March 31, ~~2018 and year ended December 31, 2017,~~2023, we did ~~not~~not receive any ~~requests for redemption.~~redemption requests.

Operating Partnership Redemption Rights

The limited partners of our Operating Partnership will have the right to cause our Operating Partnership to redeem their limited partnership units for cash equal to the value of an equivalent number of our shares, or, at our option, we may redeem their limited partnership units by issuing one share of our common stock for each limited partnership unit redeemed. These rights may not be exercised under certain circumstances that could cause us to lose our REIT election. Furthermore, limited partners may exercise their redemption rights only after their limited partnership units have been outstanding for one ~~year.~~year. Our Advisor is prohibited from exchanging or otherwise transferring its limited partnership units so long as it is acting as our advisor pursuant to the Advisory Agreement.

Other Contingencies

From time to time, we are party to legal proceedings that arise in the ordinary course of our business. We are not aware of any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition, nor are we aware of any such legal proceedings contemplated by governmental authorities.

~~Note 10. Declaration of Distributions~~

On March 6, 2018, our board of directors declared a daily distribution rate for the second quarter of 2018 of $0.0016980822 per day per share on the outstanding shares of common stock payable to stockholders of record as shown on our books at the close of business on each day during the period, commencing on April 1, 2018 and continuing on each day thereafter through and including June 30, 2018. Such distributions payable to each stockholder of record during a month will be paid the following month.

~~STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2018~~

~~(Unaudited)~~

As a result of the redesignation of our outstanding shares of common stock to Class A shares on May 1, 2018, the previously declared daily distribution rate of $0.0016980822 per day per share now applies to all stockholders of Class A shares. In addition, on May 1, 2018, our board of directors declared a daily distribution rate for the second quarter of 2018 of $0.0016980822 per day per share on the outstanding shares of both Class T and Class W common stock payable to stockholders of record of such shares as shown on our books at the close of business on each day during the period, commencing on May 1, 2018 and continuing on each day thereafter through and including June 30, 2018. Such distributions payable to each stockholder of record during a month will be paid the following month. In connection with this distribution, for the stockholders of Class T shares, after the stockholder servicing fee is paid, approximately $0.00142 per day will be paid per Class T share and for the stockholders of Class W shares, after the dealer manager servicing fee is paid, approximately $0.00144 per day will be paid per Class W share. Such distributions payable to each stockholder of record will be paid the following month.31

On June 5, 2018, one of our subsidiaries executed a purchase agreement with unaffiliated third parties, for the acquisition of a 284-unit senior housing property located in Portland, Oregon for a purchase price of $92 million. The property, known as Courtyard at Mt. Tabor, is comprised of independent living (199-units), assisted living (73-units) and memory care (12-units). The property also contains developable land intended to be developed for an additional 23-units of memory care. We expect to fund approximately 70% of the acquisition with a mortgage loan in the amount of approximately $63.2 million from KeyBank National Association as a Freddie Mac Multifamily Approved Seller/Servicer (the “Freddie Mac Portland Loan”) and to fund the remaining portion with any combination of net proceeds from our Primary Offering, a bridge loan, an Investment by the Preferred Investor and/or other equity or debt financing from third parties or affiliates. The closing of the property is anticipated to occur on August 31, 2018 but is subject to two 30-day extensions at our option. We funded the initial earnest money deposit of $0.5 million with an equity investment from our Preferred Investor in our Preferred Units. There can be no assurance that we will be able to obtain the Freddie Mac Portland Loan, a bridge loan, the Investment or other equity or debt financing at or prior to the time of closing. In addition, we anticipate that the construction of the~~23-unit~~ memory care facility, which is expected to be completed post-closing, will cost approximately $9.0 million and will be funded using any combination of net proceeds from our Primary Offering, a bridge loan, an Investment by the Preferred Investor and/or other equity or debt financing from third parties or affiliates.

In connection with the Freddie Mac Portland Loan, we have signed a loan application agreement, which required an application deposit of approximately $0.1 million. The initial application deposit will be used to pay for various fees and expenses during the loan process. We also expect to have the ability to post an index lock deposit equal to 2% of the loan amount, or approximately $1.3 million. If we elect to proceed with the purchase of the property and enter into an index lock, and then subsequently fail to complete the acquisition of the property, we may forfeit at least $2.4 million in earnest money, deposits and fees.

~~As of June 6, 2018, we have not received any offering proceeds from the sale of Class A, T, or W shares in our Primary Offering.~~

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this report, as well as with our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our ~~Registration Statement~~Annual Report on Form~~S-11~~ ~~(SEC RegistrationNo. 333-220646).~~ 10-K for the year ended December 31, 2022. See also “Cautionary Note Regarding Forward Looking Statements” preceding Part I.

Strategic Student & Senior Housing Trust, Inc. was formed on October 4, 2016 and commenced formal operations on June 28, 2017, as discussed below. We were formed under the MGCL for the purpose of engaging in the business of investing in student housing and senior housing properties and related real estate investments. We ~~intend to elect~~elected to be treated as a REIT under the Internal Revenue Code for federal income tax purposes beginning with our taxable year ended December 31, 2017.

On January 27, 2017, pursuant to a confidential private placement memorandum, we commenced a private offering of up to $100,000,000 in shares of our common stock (the “Primary Private Offering”) and 1,000,000 shares of common stock pursuant to our distribution reinvestment plan (together with the Primary Private Offering, the “Private Offering”). The Private Offering required a minimum offering amount of $1,000,000, which we met on August 4, 2017. Our Private Offering terminated on March 15, 2018. We raised offering proceeds of approximately $91.5 million from the issuance of approximately 10.7 million shares pursuant to the Private Offering. Please see the Notes to the Consolidated Financial Statements contained elsewhere in this report for additional information. ~~As of March 31, 2018, we had received approximately $91.9 million in offering proceeds from the sale of our common stock pursuant to the Primary Private Offering.~~ Upon the commencement of our Public Offering, discussed below, and the filing of the articles of amendment to our charter, all outstanding common stock was redesignated as Class A common stock.

On May 1, 2018, we commenced a public offering of a maximum of $1.0 billion in common shares for sale to the public (the “Primary Offering”) and $95.0 million in common shares for sale pursuant to our distribution reinvestment plan (together with the Primary Offering, the “Public Offering,” and collectively with the Private Offering, the “Offerings”), consisting of three classes of shares: Class A shares for $10.33 per share (up to $450 million in shares), Class T shares for $10.00 per share (up to $450 million in shares), and Class W shares for $9.40 per share (up to $100 million in shares).

On March 30, 2020, our board of directors approved the suspension of the Primary Offering based upon various factors, including the uncertainty relating to the novel coronavirus (“COVID-19”) pandemic and its potential impact on us and our overall financial results. Our board of directors also approved the suspension of our share redemption program (see Note 8 – Commitments and Contingencies for additional detail) and the suspension of distributions to our stockholders. Primarily as a result of the suspension and subsequent termination of our Public Offering, we currently do not have the equity capital needed to acquire additional properties and, consequently, we are focusing our efforts on managing our existing properties.

Subsequent to March 31, 2020, no sales were made pursuant to the Primary Offering. As of March 31, ~~2018,~~2023, we had ~~not~~ sold ~~any~~approximately 362,000 Class A shares, approximately 70,000 Class T shares, approximately 83,000 Class W shares, approximately 1.1 million Class Y shares, and approximately 165,000 Class Z shares for gross offering proceeds of approximately $17.1 million in our Primary Offering.

On January 17, 2023, our board of directors, upon recommendation of our nominating and corporate governance committee, approved an estimated value per share of $6.24 for our Class A shares, Class T shares, Class W shares, Class Y shares, and Class Z shares based on the ~~Public Offering.~~estimated value of our assets less the estimated value of our liabilities, or net asset value, divided by the number of shares outstanding on an adjusted fully diluted basis, calculated as of September 30, 2022.

As of March 31, ~~2018,~~2023 we owned ~~two student housing properties, an approximately 2.6% beneficial interest in a DST that owns another~~one student housing property and ~~three~~four senior housing properties.

As of March 31, ~~2018,~~2023, our student housing property portfolio was comprised as follows:

On February 23, 2018, we purchased our first three senior housing properties, which are located near Salt Lake City, Utah and are known as The Wellington, Cottonwood Creek and The Charleston (collectively, the “Salt Lake Properties”). As of March 31, ~~2018,~~2023, our senior housing property portfolio was comprised as follows:

We have established accounting policies which conform to generally accepted accounting principles (“GAAP”). Preparing financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. Following is a discussion of the estimates and assumptions used in setting accounting policies that we consider critical in the presentation of our consolidated financial statements. Many estimates and assumptions involved in the application of GAAP may have a material impact on our financial condition or operating performance, or on the comparability of such information to amounts reported for other periods, because of the subjectivity and judgment required to account for highly uncertain items or the susceptibility of such items to change. These estimates and assumptions affect our reported amounts of assets and liabilities, our disclosure of contingent assets and liabilities at the dates of the financial statements and our reported amounts of revenues and expenses during the periods covered by ~~the financial statements contained elsewhere in~~ this report. If management’s judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied or different amounts of assets, liabilities, revenues and expenses would have been recorded, thus resulting in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements. Additionally, other companies may use different estimates and assumptions that may impact the comparability of our financial condition and results of operations to those companies.

We believe that our critical accounting policies include the following: real estate purchase price allocations; the evaluation of whether any of our long-lived assets have been impaired; the determination of the useful lives of our long-lived assets; and the evaluation of the consolidation of our interests in joint ventures. The following discussion of these policies supplements, but does not supplant the description of our significant accounting policies, as contained in Note 2 of the Notes

to the Consolidated Financial Statements contained ~~elsewhere~~ in this report, and is intended to present our analysis of the uncertainties involved in arriving upon and applying each policy.

We account for acquisitions in accordance with GAAP which requires that we allocate the purchase price of a property to the tangible and intangible assets acquired and the liabilities assumed based on their relative fair values. This guidance requires us to make significant estimates and assumptions, including fair value estimates, which requires the use of significant unobservable inputs as of the acquisition date.

The value of the tangible assets, consisting of land and buildings, is determined as if vacant. Because we believe that substantially all of the leases in place at properties we will acquire will be at market rates, as the majority of the leases are one year or less, we do not expect to allocate any portion of the purchase prices to above or below market leases.

Our allocations of purchase prices are based on certain significant estimates and assumptions, variations in such estimates and assumptions could result in a materially different presentation of the consolidated financial statements or materially different amounts being reported in the consolidated financial ~~statements, as such allocations may vary dramatically based on the estimates and assumptions we use.~~statements.

The majority of our assets, other than cash and cash equivalents, ~~and~~ restricted cash, and other assets consist of long-lived real estate assets as well as intangible assets related to our acquisitions. We will evaluate such assets for impairment based on events and changes in circumstances that may arise in the future and that may impact the carrying amounts of our long-lived assets. When indicators of potential impairment are present, we will assess the recoverability of the particular asset by determining whether the carrying value of the asset will be recovered, through an evaluation of the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. This evaluation is based on a number of estimates and assumptions. Based on this evaluation, if the expected undiscounted future cash flows do not exceed the carrying value, we will adjust the value of the long-lived asset and recognize an impairment loss. Our evaluation of the impairment of long-lived assets could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as the amount of impairment loss recognized, if any, may vary based on the estimates and assumptions we use.

We assess the useful lives of the assets underlying our properties based upon a subjective determination of the period of future benefit for each asset. We record depreciation expense with respect to these assets based upon the estimated useful lives we determine. Our determinations of the useful lives of the assets could result in a materially different presentation of the consolidated financial statements or materially different amounts being reported in the consolidated financial statements, as such determinations, and the corresponding amount of depreciation expense, may vary dramatically based on the estimates and assumptions we use.

We ~~will~~ evaluate the consolidation of our investments in joint ventures in accordance with relevant accounting guidance. This evaluation requires us to determine whether we have a controlling interest in a joint venture through a means other than voting rights, and, if so, such joint venture may be required to be consolidated in our financial statements. Our evaluation of our joint ventures under such accounting guidance could result in a materially different presentation of the financial statements or materially different amounts being reported in the consolidated financial statements, as the joint venture entities included in our consolidated financial statements may vary based on the estimates and assumptions we use.

We ~~intend to make~~made an election to be taxed as a REIT, under Sections 856 through 860 of the Code, commencing with our taxable year ended December 31, 2017. To continue to qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to currently distribute at least 90% of the REIT’s ordinary taxable income to stockholders. As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the IRS grants us relief under certain

statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we are organized and operate in such a manner as to qualify for treatment as a REIT and intend to operate in the foreseeable future in such a manner that we will remain qualified as a REIT for federal income tax purposes.

~~As of~~During the three months ended March 31, ~~2018,~~2023 and 2022, we have derived revenues principally from rents and related fees received from residents of our student housing and senior housing properties and to a lesser extent from other services provided at our senior housing properties. Our operating results depend significantly on our ability to ~~successfully acquire additional student housing and senior housing properties,~~ retain our existing residents and lease our available units to new residents, while maintaining and, where possible, increasing rates. Additionally, our operating results depend on our residents making their required payments to us.

Competition in the markets in which we operate is significant and affects the occupancy levels, rental rates, rental revenues, fees and operating expenses of our student housing and senior housing properties. Development of any new student housing or senior housing properties would intensify competition in the markets in which we operate and could negatively impact our results.

On ~~June 28, 2017,~~March 11, 2020, the World Health Organization declared COVID-19, a respiratory illness caused by the novel coronavirus, a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. The COVID-19 pandemic caused state and local governments to institute quarantines, "shelter in place" rules and restrictions on travel, the types of business that were allowed to continue to operate, and the types of construction projects that were allowed to continue. We have implemented precautionary and protective measures intended to help ensure the well-being of our residents and staff at our student and senior housing properties. As the Public Health Emergency is set to expire on May 11, 2023, we ~~purchased~~expect the adverse effect the COVID-19 pandemic has had on our financial condition and results of operations to begin to mitigate. We expect revenues and expenses to continue to fluctuate, as we remain cognizant of the current economic risk factors that could negatively impact the financial performance of our portfolio in future periods.

During the quarters ended March 31, 2023 and 2022, there was limited COVID-19 impact at our Fayetteville ~~Property~~property. In August 2022, both universities reopened and ~~commenced formal operations.~~instruction platforms primarily returned back to an on-campus. On ~~September 28, 2017,~~January 6, 2022, we ~~purchased our second property,~~sold the Tallahassee ~~Property. On February 23, 2018, we purchased~~property to an unaffiliated third party. Occupancy at our ~~first three~~Fayetteville property was over 97% as of March 31, 2023. Our pre-leasing for academic year 2023/2024 is currently at approximately 100% at our Fayetteville property serving the University of Arkansas.

At our senior housing properties, during the ~~Salt Lake Properties. Operating results in future periods will depend on the results~~majority of ~~operations of these~~2020, we limited visitors to our properties to essential visitors, including employees, care providers and medical personnel and family members. Also, in-person prospective resident property tours were either restricted or very limited. The protective measures implemented at our properties and ~~additional student~~the local government “stay at home” mandates limited our ability to accept new residents and influenced care givers and prospective residents to delay move-ins to our properties when there is not a medical necessity. Subsequent to the success of vaccination clinics in the spring of 2021 and the easing of local government COVID restrictions, we expanded in-person prospective resident tours and resumed certain community activities. During the second half of 2021, however, COVID-19 variant breakthrough infections had a negative impact on operations at our senior housing properties. These breakthrough infections resulted in resident hospitalizations, temporary community lockdowns, restricted family visitations, and staffing shortages. During 2022 and the quarter ended March 31, 2023, we have experienced increased move in activity; however, we continue to incur incremental, COVID-19 related expenses. In addition, historically low unemployment and new competitors, have negatively affected the ability of our senior housing properties ~~that we acquire.~~to maintain necessary staffing levels resulting in the need to use third party contract services, and overtime.

~~As we did not acquire our first property~~Comparison of the Three Months Ended March 31, 2023 and ~~commence formal operations until June 2017, a comparison between~~2022

Leasing and related revenues - student for each of the three months ended March 31, ~~2018~~2023 and 2022 were approximately $1.2 million. Approximately $0.1 million of the ~~three months ended March 31, 2017 would not be meaningful. As a result, these results of operations are described solely with respect~~prior year revenue was attributable to the ~~three months ended March 31, 2018.~~Tallahassee property that was sold in January 2022. Revenue at our Fayetteville property increased approximately $0.1 million primarily

due to an increase in rates. We expect leasing and related revenues ~~and expenses~~– student to ~~increase~~fluctuate in future periods ~~as we acquire additional properties, as well as from recognizing full period operating results~~ for the ~~three~~Fayetteville property commensurate with our leasing activity.

Leasing and related revenues - senior ~~housing properties acquired on February 23, 2018.~~

~~Our results of operations~~ for the three months ended March 31, ~~2018 are not indicative of those expected in future periods~~2023 were approximately $7.9 million, as we expect that revenue, operating expenses, depreciation expense, amortization expense, acquisition expense and interest expense will each increase in future periods as a result of recognizing a full period of operating resultscompared to approximately $7.0 million for ~~acquisitions completed during~~ the three months ended March 31, ~~2018~~2022, an increase of approximately $0.9 million. The increase is primarily attributable to an increase in both occupancies and ~~anticipated future acquisitions.~~

~~Leasing~~rates at our senior housing properties. We expect leasing and related revenues –to fluctuate in future periods commensurate with our leasing activity.

Property operating expenses - student for the three months ended March 31, ~~2018~~2023 were approximately ~~$2.3 million. We expect such revenues primarily~~$650,000, as compared to ~~increase in future periods commensurate with our future student housing acquisition activity.~~

~~Leasing and related revenues – senior~~approximately $625,000 for the three months ended March 31, ~~2018 were~~2022, an increase of approximately $1.3 million. We expect such revenues primarily to increase in future periods commensurate with our future senior housing acquisition activity, as well as from recognizing full period operating results for senior housing acquisitions completed during the three months ended March 31, 2018.

~~Property operating~~$25,000. Such expenses ~~– student for the three months ended March 31, 2018 were approximately $0.9 million. Such property operating expenses includes~~include the cost to operate our student housing properties including payroll, utilities, insurance, real estate taxes, repairs and maintenance, marketing, and ~~marketing. These~~third-party property ~~operating expenses are~~management fees. Approximately $75,000 of the prior year expense was attributable to the Tallahassee property that was sold in January 2022. Expenses at our ~~two student housing properties that we own. We expect such~~Fayetteville property ~~operating expenses~~increased approximately $100,000 primarily due to an increase in ~~future periods commensurate with our future acquisition activity.~~real estate taxes and repairs and maintenance.

Property operating expenses –- senior for the three months ended March 31, ~~2018~~2023 were approximately ~~$0.7~~$5.7 million, as compared to approximately $5.2 million for the three months ended March 31, 2022, an increase of approximately $0.5 million. Such property operating expenses include the cost to operate our senior housing properties including payroll, food service costs, utilities, insurance, real estate taxes, repairs and maintenance, marketing, and ~~marketing. These~~third-party property management fees. The increase is primarily due to occupancy related costs, including an increase in payroll, due to an increase in employee headcount and turnover costs to fill vacancies. In addition, inflationary pressures continued to impact overall property expenses, not limited to payroll, utilities, repairs and maintenance, and insurance.

Property operating expenses are attributable to our three senior housing properties that we own. We expect such property operating expenses to increase in future periods commensurate with our future acquisition activity, as well as from recognizing full period operating results- affiliates for ~~acquisitions completed during~~each of the three months ended March 31, ~~2018.~~

2023 and 2022 were approximately $0.6 million. Property operating expenses –- affiliates ~~for the three months ended March 31, 2018 were approximately $112,000. Property operating expenses – affiliates~~ consists ~~solely~~ of asset management and property management oversight fees ~~paid~~due to our advisor and does not include approximately $112,000 of asset management fees that were permanently waived. The property operating expenses – affiliates are attributable to our two student housing properties and three senior housing properties that we own. We expect property operating expenses – affiliates to increase in future periods commensurate with our future acquisition activity.Advisor.

General and administrative expenses for the three months ended March 31, ~~2018~~2023 were approximately ~~$0.3~~$0.5 million, as compared to approximately $0.4 million for the three months ended March 31, 2022, an increase of approximately $0.1 million. General and administrative expenses consist primarily of legal expenses, directors’ and officers’ insurance expense, transfer agent expenses, an allocation of a portion of payroll related costs attributable to our ~~advisor~~Advisor and its affiliates, accounting expenses and professional services. The increase was primarily due to an increase in professional services and accounting expenses. We expect general and administrative expenses to ~~increase~~fluctuate in ~~the~~ future asperiods commensurate with our operational ~~activity increases.~~activity.

Depreciation ~~and intangible amortization expenses~~expense for each of the three months ended March 31, ~~2018~~2023 and 2022 were approximately ~~$3.0~~$1.8 million. Depreciation expense consists primarily of depreciation on the buildings, site improvements, and furniture, fixtures and equipment at our properties. ~~Intangible amortization expense consists~~

Gain on the ~~amortization~~sale of ~~intangible assets resulting from our two student housing properties and three senior housing properties that we own.~~

~~Acquisition expenses – affiliates~~real estate, net for the three months ended March 31, ~~2018 were~~2023 and 2022 was none and approximately ~~$56,000. These acquisition expenses primarily relate to costs~~$12.1 million, respectively. The net gain was related to ~~student housing and senior housing properties which were acquired~~the sale of the Tallahassee property in ~~the current period or may be acquired in future periods and such costs did not meet our capitalization criteria.~~January 2022.

Other acquisition expenses for the three months ended March 31, 2018 were approximately $0.2 million. These other acquisition expenses include pursuit costs incurred by third parties. These other acquisition expenses primarily relate to pursuit costs for student housing and senior housing properties which were acquired in the current period or may be acquired in future periods and such costs did not meet our capitalization criteria.

Interest expense for the three months ended March 31, ~~2018~~2023 was approximately ~~$0.9~~$2.2 million, as compared to approximately $2.0 million for the three months ended March 31, 2022, an increase of approximately $0.2 million. The increase is primarily attributable to the increased rate on our variable rate Courtyard Bridge Loan. We expect interest expense to fluctuate in future periods commensurate with our future debt level and interest rates.

Interest expense - debt issuance costs for both of the three months ended March 31, 2023 and 2022 were approximately $0.1 million. Interest expense ~~consists~~- debt issuance costs reflects the amortization of ~~interest~~costs incurred on in connection with obtaining

debt related to the acquisition of our properties. We expect interest expense - debt issuance costs to ~~increase in future periods~~fluctuate commensurate with our future ~~debt level.~~financing activity.

~~Interest expense –~~Loss on extinguishment of debt ~~issuance costs~~ for the three months ended March 31, ~~2018~~2023 and 2022 was none and approximately ~~$79,000. Interest expense –~~$2.0 million, respectively. The loss was primarily attributable to approximately $1.9 million in yield maintenance fees, and the write-off of unamortized debt issuance costs ~~reflects~~related to the ~~amortization of fees incurred~~Tallahassee Nationwide mortgage loan paid off in connection with ~~obtaining debt~~the sale of the Tallahassee property in January 2022.

Other income for the three months ended March 31, 2023 was approximately $1,000 as compared to approximately $569,000 for the three months ended March 31, 2022, a decrease of approximately $568,000. During the three months ended March 31, 2022, other income primarily related to our equity method investment in Power 5 Conference Student Housing, which sold its two remaining student housing assets that the ~~acquisition~~DST owned, and making a final distribution to us totaling approximately $1.0 million, resulting in a gain of ~~our properties. We expect interest expense – debt issuance costs to increase commensurate with our future financing activity.~~

~~Below is information regarding~~A comparison of our cash flows for operating, investing and financing activities for the three months ended March 31, ~~2018:~~2023 and 2022, is as follows:

Cash flows provided by (used in) operating activities for the three months ended March 31, ~~2018~~2023 and 2022 were approximately ~~$0.5~~$0.4 million ~~which is~~and ($0.8) million, respectively, a change of approximately $1.2 million. The increase in cash provided by operating activities was primarily the result of ~~our net loss during the period, excluding depreciation~~an increase in cash provided by operating assets and ~~amortization.~~liabilities.

Cash flows ~~used in~~(used in) provided by investing activities for the three months ended March 31, ~~2018~~2023 and 2022 were approximately ~~$78.9~~($1.5) million ~~which~~and $48.4 million, respectively, a change of approximately ($49.9) million. The decrease in cash provided by investing activities is primarily the result of the ~~cash paid for~~net proceeds from the ~~acquisitions~~sale of ~~our three senior housing properties.~~the Tallahassee property in January 2022.

Cash flows ~~provided by~~used in financing activities for the three months ended March 31, ~~2018~~2023 and 2022 were approximately ~~$77.7~~$0.6 million ~~which~~and $40.9 million, respectively, a change of approximately $40.3 million. The decrease in cash used in financing activities is primarily the result of ~~net debt inflows~~the repayment of the entire principal balance of the Tallahassee Nationwide Loan, totaling $23.5 million and the principal payment of the KeyBank Bridge Loans of approximately ~~$64.5~~$17.0 million, ~~and approximately $14.1 million from~~which were made in conjunction with the ~~net proceeds from~~sale of the ~~issuance of common stock.~~Tallahassee property in January 2022.

Our ~~Advisor funded and was responsible for our organization and offering costs on our behalf, prior to the commencement~~liquidity needs consist primarily of our ~~formal operations on June 28, 2017 when we acquired the Fayetteville Property.~~property operating expenses, general and administrative expenses, regularly scheduled debt service payments, and capital expenditures. Currently, we generally expect that we will meet our short-term operating liquidity requirements from the combination of our cash on hand, proceeds from ~~our Offerings,~~net cash provided by property operations, proceeds from secured or unsecured financing from banks or other lenders, ~~net cash provided by property operations~~issuance of preferred units in our Operating Partnership, and advances from our Advisor, which will be repaid, without interest, as funds are available after meeting our current liquidity requirements, subject to the limitations on reimbursement set forth in our Advisory Agreement.

We believe we have access to adequate resources to meet the needs of our existing operations, mandatory capital expenditures, and working capital, to the extent not funded by cash provided by operating activities. However, volatility in the debt and equity markets and continued and/or further impact of COVID-19, inflation and other economic events will depend on future developments, which are highly uncertain. While we do not expect such events to have a material impact

OnIn order to retain cash and preserve financial flexibility in light of the impact that COVID-19 has had and could continue to have on our business and the uncertainty as to the ultimate severity, duration, and effects of the outbreak, on March ~~6, 2018,~~30, 2020, our board of directors ~~authorized a daily distribution rate for~~approved the ~~second quarter~~suspension of ~~2018 of $0.0016980822 per day per share on the outstanding shares of common stock payable~~all distributions to ~~stockholders of record of such shares as shown on~~ our books as of the close of business on each day during the period, commencing on April 1, 2018 and continuing on each day thereafter through and including June 30, 2018. As a result of the redesignation of our outstanding shares of common stock to Class A shares on May 1, 2018, the previously declared daily distribution rate of $0.0016980822 per day per share now applies to all stockholders of Class A shares. In addition, on May 1, 2018, our board of directors declared a daily distribution rate for the second quarter of 2018 of $0.0016980822 per day per share on the outstanding shares of Class T and Class W common stock payable to stockholders of record of such shares as shown on our books at the close of business on each day during the period, commencing on May 1, 2018 and continuing on each day thereafter through and including June 30, 2018. In connection with this distribution, for the stockholders of Class T shares, after the stockholder servicing fee is paid, approximately $0.00142 per day will be paid per Class T share and for the stockholders of Class W shares, after the dealer manager servicing fee is paid, approximately $0.00144 per day will be paid per Class W share. Such distributions payable to each stockholder of record will be paid the following month.stockholders.

~~Currently,~~Historically, we ~~are making~~have made distributions to our stockholders using a combination of cash flows from operations and the proceeds from the ~~Private~~Public Offering in anticipation of additional future cash flow. As such, this reduces the amount of capital we ~~will~~ ultimately ~~invest~~invested in properties. Because substantially all of our operations are performed indirectly through our Operating Partnership, our ability to pay distributions depends in large part on our Operating Partnership’s ability to pay distributions to its partners, including to us. In the event we do not have enough cash from operations to fund cash distributions, we may borrow, issue additional securities or sell assets in order to fund the distributions or make the distributions out of net proceeds from ~~the Offerings.~~our Public Offering, if any. Though we ~~presently intend to pay~~have previously only paid cash distributions and ~~potentially~~may pay stock distributions in the future, we are authorized by our charter to payin-kind distributions of readily marketable securities, distributions of beneficial interests in a liquidating trust established for our dissolution and the liquidation of our assets in accordance with the terms of the charter or distributions that meet all of the following conditions: (a) our board of directors advises each stockholder of the risks associated with direct ownership of the property; (b) our board of directors offers each stockholder the election of receiving suchin-kind distributions; and(c) in-kind distributions are only made to those stockholders who accept such offer.

During our Public Offering, we may raise capital more quickly than we acquire income-producing assets, we may not be able to pay distributions from our cash flows from operations, in which case distributions may be paid in part from debt financing or from proceeds from the Offerings. The payment of distributions from sources other than cash flows from operations may reduce the amount of proceeds available for investment and operations or cause us to incur additional interest expense as a result of borrowed funds.

Over the long-term, we expect that a greater percentage of our distributions will be paid from cash flows from operations. However, our operating performance cannot be accurately predicted and may deteriorate in the future due to numerous factors, including our ability to raise and invest capital at favorable yields, the financial performance of our investments in the current real estate and financial environment and the types and mix of investment in our portfolio. As a result, future distributions declared and paid may exceed cash flow from operations.

Distributions are paid to our stockholders based on the record date selected by our board of directors. ~~We currently pay~~Prior to the suspension of our distributions, we paid distributions monthly based on daily declaration and record dates so that investors may be entitled to distributions immediately upon purchasing our shares. ~~We expect to continue to regularly pay distributions unless our results of operations, our general financial condition, general economic conditions, or other factors inhibit us from doing so.~~ Distributions are authorized at the discretion of our board of directors, which are directed, in substantial part, by its obligation to cause us to comply with the REIT requirements of the Code. Our board of directors may increase, decrease or eliminate the distribution rate that is being paid at any time. Distributions are made on all classes of our common stock at the same time. The per share amount of distributions on ~~Class A shares, Class T shares and Class W~~different classes of shares will likely differ because of different allocations of class-specific expenses. Specifically, distributions on Class T shares, Class W shares, Class Y shares, and Class WZ shares will likely be lower than distributions on Class A shares because Class T ~~Shares~~shares and Class Y shares are subject to ongoing stockholder servicing fees and Class W shares and Class Z shares are subject to ongoing dealer manager servicing fees. The funds we receive from operations that are available for distribution may be affected by a number of factors, including the following:

~~The following shows our~~We did not declare or pay any distributions ~~and the sources of such distributions for~~during the three months ended March 31, ~~2018.~~2023 and 2022.

We ~~did not commence~~commenced paying distributions ~~until~~in September 2017. From our inception through March 31, ~~2018,~~2023, we paid cumulative distributions of approximately ~~$2.9~~$17.3 million including approximately $0.2 million related to our preferred unitholders, as compared to cumulative net loss attributable to our common stockholders of approximately ~~$9.0~~$71.9 million which includes acquisition related expenses of approximately ~~$3.1~~$3.4 million andnon-cash depreciation and amortization of approximately ~~$6.8~~$64.1 million.

For the three months ended March 31, ~~2018,~~2023, we ~~paid total~~did not pay any distributions ~~of approximately $1.4 million, as compared to~~and had a net loss attributable to our common stockholders of approximately ~~$2.7~~$2.8 million. ~~Net loss attributable to our common stockholders for the three months ended March 31, 2018 includesnon-cash~~ ~~depreciation and amortization of approximately $3.0 million, and acquisition related expenses of approximately $0.2 million.~~

We must distribute to our stockholders at least 90% of our taxable income each year in order to meet the requirements for being treated as a REIT under the Code. Our directors may authorize distributions in excess of this percentage as they

deem appropriate. Because we may receive income from interest or rents at various times during our fiscal year, distributions may not reflect our income earned in that particular distribution period, but may be made in anticipation of cash flow that we expect to receive during a later period and may be made in advance of actual receipt of funds in an attempt to make distributions relatively uniform. To allow for such differences in timing between the receipt of income and the payment of expenses, and the effect of required debt payments, among other things, we could be required to borrow funds from third parties on a short-term basis, issue new securities, or sell assets to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT. We are not prohibited from undertaking such activities by our charter, bylaws or investment policies, and we may use an unlimited amount from any source to pay our distributions. These methods of obtaining funding could affect future distributions by increasing operating costs and decreasing available cash, which could reduce the value of our stockholders’ investment in our shares. In addition, such distributions may constitute a return of investors’ capital. In the future, we may decide to make stock distributions or to make distributions using a combination of stock and cash in order to meet the REIT distribution requirements under the Code or otherwise.

We have not been able to, and may not be able to, pay distributions, solely from our cash flows from operations, in which case distributions may be paid in part from debt ~~financing or from proceeds from the issuance of common stock in the Offerings.~~financing. The payment of distributions from sources other than cash flows from operations may reduce the amount of proceeds available for investment and operations or cause us to incur additional interest expense as a result of borrowed funds.

As of March 31, ~~2018,~~2023, our total indebtedness was approximately ~~$118.4~~$163.3 million, which included approximately ~~$99.9~~$137.1 million in fixed rate debt and ~~$18.5~~approximately $26.2 million in variable rate debt. See Note 54 of the Notes to the Consolidated Financial Statements for more information about our indebtedness.

On November 13, 2020, we entered into an amendment to the KeyBank Bridge Loans (the “Fifth Amendment”), pursuant to which the loan maturity date was further extended to April 30, 2022 and certain covenants were revised. We were required to pay $1.0 million of the balance of the loan at signing of the Fifth Amendment, along with a fee equal to 0.50% of the then-outstanding principal balance of the loan. Beginning in May 2021, since the balance of the KeyBank Bridge Loans had not been reduced to $20 million, we were required start paying a monthly fee of 0.05% of the loan balance above $20 million until such reduction is reached. Additionally, since the balance of the KeyBank Bridge Loans had not been reduced to $20 million by October 31, 2021, we were required to start making principal payments of $50,000 per month until such reduction is reached. The interest rate on the KeyBank Bridge Loans is also now subject to a minimum SOFR of 0.25%. Pursuant to the Fifth Amendment, we are also required to fund a reserve comprised of six months of interest payments, which may be utilized to pay interest but must generally be replenished. See Note 4 of the Notes to the Consolidated Financial Statements for more information about the required payments. On November 9, 2021, we amended the KeyBank Bridge Loans such that the loan maturity date was further extended to April 30, 2023. In connection with the sale of the Tallahassee property, we paid $17 million toward the principal of the KeyBank Bridge Loans. On October 28, 2022, we amended the KeyBank Bridge Loans such that the loan maturity date was further extended to April 30, 2024.

If necessary, we will request that our lender, KeyBank, grant covenant relief, as well as extend the maturity date of the loans. If we are unable to obtain covenant relief or extend the maturity date of the loans, we plan to seek other sources of financing with a different lender. Alternatively, we could also sell one or more of the properties we currently own to generate proceeds that could be used to satisfy these loans. If the KeyBank Bridge Borrowers are unable to refinance or satisfy the loans as described above and the Company was unable to satisfy its guaranty, KeyBank will have the right to sell or dispose of the collateral and/or enforce and collect the collateral securing the loans.

On a long-term basis, our principal demands for funds will be for the payment of interest and principal on our outstanding indebtedness, for the payment of operating expenses and distributions, if resumed in the future, and for property acquisitions, either directly or through entity interests, ~~for the payment of operating expenses and distributions, and for the payment of interest on our outstanding indebtedness,~~ if any.

Long-term potential future sources of capital include ~~proceeds from our Public Offering,~~ secured or unsecured financings from banks or other lenders, issuance of equity ~~instruments and~~securities including private offerings, undistributed funds from ~~operations.~~operations, and potential sales of remaining properties. To the extent we are not able to secure requisite financing in the form of a credit facility or other debt, we will be dependent upon proceeds from the issuance of equity securities, ~~and~~ cash flows from operating activities in order to meet our long-term liquidity requirements and to fund our ~~distributions.~~

The following table summarizes our contractual obligations as of March 31, ~~2018:~~2023:

Our investment in athe private placement offering by ~~Reno~~the Power 5 Conference Student Housing I, DST iswas accounted for under the equity method of accounting. For more information please see Note 87 of the Notes to the Consolidated Financial Statements contained in this report. Other than that, we do not have any relationships with unconsolidated entities or financial partnerships. Such entities are often referred to as structured finance or special purposes entities, which typically are established for the purpose of facilitatingoff-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities nor do we have any commitments or intent to provide funding to any such entities.

~~Please see Note 11 of the Notes to the Consolidated Financial Statements contained elsewhere in this report.~~

Market risk includes risks that arise from changes in interest ~~rates, foreign currency exchange~~ rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing our business plan, we expect that the primary market risk to which we will be exposed is interest rate risk. We may be exposed to the effects of interest rate changes primarily as a result of borrowings used to maintain liquidity and fund acquisition, expansion, and financing of our real estate investment portfolio and operations. Our interest rate risk management objectives isare to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve our objectives, we may borrow at fixed rates or variable rates. We may also enter into derivative financial instruments such as interest rate swaps and caps in order to mitigate our interest rate risk on a related financial instrument. We will not enter into derivative or interest rate transactions for speculative purposes.

As of March 31, ~~2018,~~2023, our debt consisted of approximately ~~$118~~$163.3 million, which included approximately ~~$100~~$137.1 million in fixed rate debt and ~~$18~~approximately $26.2 million in variable rate debt. Our debt instruments were entered into for other than trading purposes. Changes in interest rates have different impacts on fixed and variable debt. A change in interest rates on fixed rate debt impacts its fair value but has no impact on interest incurred or cash flows. A change in interest rates on the variable debt could impact the interest incurred and cash flows and its fair value. If the underlying rate of the related index on our variable rate debt were to increase or decrease by 100 basis points, the increase or decrease in interest would increase or decrease future earnings and cash flows by approximately ~~$0.2~~$0.3 million annually.

The following table summarizes annual debt maturities and average interest rates on our outstanding debt as of March 31, ~~2018:~~2023:

As of the end of the period covered by this report, management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file and submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, ~~2018~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The following should be read in conjunction with the risk factors set forth in the “Risk Factors” section of our ~~Registration Statement~~Annual Report on Form~~S-11~~ ~~(SEC RegistrationNo. 333-220646).~~ 10-K for the year ended December 31, 2022.

We have incurred a net ~~loss~~income to date, have an accumulated deficit and our operations may not be profitable in ~~2018.~~2023.

We incurred a net loss attributable to common stockholders of approximately ~~$2.7~~$2.8 million for the three months ended March 31, ~~2018.~~2023. Our accumulated deficit was approximately ~~$9.0~~$71.9 million as of March 31, ~~2018.~~2023. Given that (i) we are ~~still early~~ in our ~~fundraising~~operational stage and ~~acquisition stage,~~(ii) due to COVID-19 we terminated our Public Offering, we currently have no plans to acquire any additional properties, and our operations will likely not be profitable in ~~2018.~~2023.

The exhibits required to be filed with this report are set forth on the Exhibit Index hereto and incorporated by reference herein.

The following exhibits are included in this report onForm 10-Q for the period ended March 31, ~~2018~~2023 (and are numbered in accordance with Item 601 ofRegulation S-K).

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
None	None	None


				~~Page~~ ~~No.~~
		~~Cautionary Note Regarding Forward-Looking Statements~~			3

~~PART I.~~		~~FINANCIAL INFORMATION~~				Page No.
	Cautionary Note Regarding Forward-Looking Statements	3
~~Item 1.~~
PART I.	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements:			4

		Consolidated Balance Sheets as of March 31, ~~2018~~2023 (unaudited) and December 31, ~~2017~~2022			5

		Consolidated Statements of Operations for the Three Months Ended March 31, ~~2018~~2023 and ~~2017~~2022 (unaudited)			6

		Consolidated ~~Statement~~Statements of Equity and Temporary Equity for the Three Months Ended March 31, ~~2018~~2022 (unaudited)			7

		Consolidated Statements of Equity and Temporary Equity for the Three Months Ended March 31, 2023 (unaudited)	7
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, ~~2018~~2023 and ~~2017~~2022 (unaudited)			8

		Notes to Consolidated Financial Statements (unaudited)			9

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			30	32

Item 3.		Quantitative and Qualitative Disclosures About Market Risk			38	40

Item 4.		Controls and Procedures			39	41

PART II.		OTHER INFORMATION

Item 1.		Legal Proceedings			40	42

Item 1A.		Risk Factors			40	42

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			40	42

Item 3.		Defaults Upon Senior Securities			40	42

Item 4.		Mine Safety Disclosures			40	42

Item 5.		Other Information			41	42

Item 6.		Exhibits			41	42


	Three Months Ended March 31,
	2018			2017
Cash flows from operating activities:
Net loss	$	(2,733,620	)	$	—
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		3,072,015			—
Increase (decrease) in cash and cash equivalents from changes in assets and liabilities:
Other assets		(322,035	)		—
Accounts payable and accrued liabilities		632,733			—
Due to affiliates		(165,096	)		—

Net cash provided by operating activities		483,997			—

Cash flows from investing activities:
Purchase of real estate		(78,830,878	)		—
Additions to real estate		(92,249	)		—

Net cash used in investing activities		(78,923,127	)		—

Cash flows from financing activities:
Proceeds from issuance ofnon-revolving mortgage debt		46,905,000			—
Proceeds from issuance of KeyBank loan		24,500,000
Principal payments of KeyBank loan		(6,026,593	)		—
Debt issuance costs		(876,450	)		—
Gross proceeds from issuance of common stock		15,512,031			—
Private offering costs		(1,397,730	)		—
Public offering costs		(16,060	)		—
Distributions paid to common stockholders		(867,806	)		—

Net cash provided by financing activities		77,732,392			—

Net change in cash, cash equivalents, and restricted cash		(706,738	)		—
Cash, cash equivalents, and restricted cash beginning of period		10,371,998			—

Cash, cash equivalents, and restricted cash end of period	$	9,665,260		$	—

Supplemental disclosures andnon-cash transactions:
Cash paid for interest	$	445,144		$	—
Debt issuance costs included in due to affiliates	$	289,735		$	—
Deposits applied to purchase of real estate	$	1,000,000		$	—
Acquisition costs included in due to affiliates	$	370,000		$	—
Public offering costs included in accounts payable and accrued liabilities	$	453,920		$	—
Private offering costs included in due to affiliates	$	23,264		$	—
Private offering costs included in accounts payable and accrued liabilities	$	20,804		$	—
Distributions payable	$	551,062		$	—
Issuance of shares pursuant to distribution reinvestment plan	$	531,268		$	—


	Three Months Ended March 31,
	2023			2022
Cash flows from operating activities:
Net income (loss)	$	(2,480,250	)	$	8,147,216
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization		1,786,268			1,831,010
Amortization of debt issuance costs		80,214			95,081
Stock based compensation expense related to issuance of restricted stock		2,835			2,966
Loss on extinguishment of debt		—			1,985,602
Gain on sale of real estate, net		—			(12,101,937	)
Gain on equity method investment		—			(573,430	)
Increase (decrease) in cash, cash equivalents, and restricted cash from changes in assets and liabilities:
Other assets		145,717			(47,251	)
Accounts payable and accrued liabilities		426,549			70,487
Due to affiliates		432,759			(253,503	)
Net cash provided by (used in) operating activities		394,092			(843,759	)
Cash flows from investing activities:
Additions to real estate		(1,446,117	)		(302,744	)
Net proceeds from sale of real estate		—			47,753,131
Distributions of capital from equity method investment		—			979,131
Net cash (used in) provided by investing activities		(1,446,117	)		48,429,518
Cash flows from financing activities:
Principal payments of KeyBank Bridge Loans		(150,000	)		(17,000,000	)
Repayment of Tallahassee Nationwide mortgage loan		—			(23,500,000	)
Scheduled principal payments of mortgage loans		(428,845	)		(382,456	)
Net cash used in financing activities		(578,845	)		(40,882,456	)
Net change in cash, cash equivalents, and restricted cash		(1,630,870	)		6,703,303
Cash, cash equivalents, and restricted cash, beginning of period		12,544,609			9,884,580
Cash, cash equivalents, and restricted cash, end of period	$	10,913,739		$	16,587,883
Supplemental disclosures and non-cash transactions:
Cash paid for interest	$	2,203,447		$	2,015,763
Additions to real estate facilities and construction in process included in accounts payable and accrued liabilities	$	135,989		$	42,268
Distributions payable to preferred unit holders in our Operating Partnership	$	322,853		$	301,981


	Common Stock
	Class A		Class T		Class W		Class Y		Class Z
	Number of Shares	Common Stock Par Value	Number of Shares	Common Stock Par Value	Number of Shares	Common Stock Par Value	Number of Shares	Common Stock Par Value	Number of Shares	Common Stock Par Value	Additional Paid-in Capital	Distributions	Accumulated Deficit	Total Strategic Student & Senior Housing Trust, Inc. Equity	Noncontrolling Interests in our Operating Partnership	Total Equity	Preferred Equity in our Operating Partnership	Redeemable Common Stock
Balance as of December 31, 2021	11,627,930	$11,627	77,598	$78	85,548	$87	1,123,349	$1,122	166,494	$167	$97,700,779	$(17,199,735)	$(68,522,116)	$11,992,009	$(1,111,213)	$10,880,796	$10,165,594	$5,350,610
Distributions to preferred unitholders in our Operating Partnership	—	—	—	—	—	—	—	—	—	—	—	—	—	—	—	—	(301,981)	—
Stock based compensation expense	—	—	—	—	—	—	—	—	—	—	2,966	—	—	2,966	—	2,966	—	—
Net income attributable to Strategic Student & Senior Housing Trust, Inc.	—	—	—	—	—	—	—	—	—	—	—	—	7,831,278	7,831,278	—	7,831,278	301,981	—
Net income attributable to the noncontrolling interests in our Operating Partnership	—	—	—	—	—	—	—	—	—	—	—	—	—	—	13,957	13,957	—	—
Balance as of March 31, 2022	11,627,930	$11,627	77,598	$78	85,548	$87	1,123,349	$1,122	166,494	$167	$97,703,745	$(17,199,735)	$(60,690,838)	$19,826,253	$(1,097,256)	$18,728,997	$10,165,594	$5,350,610


	Common Stock													Total Strategic
	Number of Shares		Common Stock Par Value		Additional Paid-in Capital			Distributions			Accumulated Deficit			Student & Senior Housing Trust, Inc. Equity			Noncontrolling Interests in our Operating Partnership			Total Equity			Redeemable Common Stock
Balance as of December 31, 2017		8,948,551	$	8,948	$	68,799,264		$	(1,379,950	)	$	(6,233,945	)	$	61,194,317		$	(938,834	)	$	60,255,483		$	303,844
Gross proceeds from issuance of common stock		1,733,591		1,734		15,738,296			—			—			15,740,030			—			15,740,030			—
Offering costs		—		—		(1,395,269	)		—			—			(1,395,269	)		—			(1,395,269	)		—
Changes to redeemable common stock		—		—		(531,268	)		—			—			(531,268	)		—			(531,268	)		531,268
Distributions		—		—		—			(1,482,380	)		—			(1,482,380	)		—			(1,482,380	)		—
Distributions to noncontrolling interests		—		—		—			—			—			—			(3,907	)		(3,907	)		—
Issuance of shares for distribution reinvestment plan		60,516		61		531,207			—			—			531,268			—			531,268			—
Net loss attributable to Strategic Student & Senior Housing Trust, Inc.		—		—		—			—			(2,726,345	)		(2,726,345	)		—			(2,726,345	)		—
Net loss attributable to the noncontrolling interests		—		—		—			—			—			—			(7,275	)		(7,275	)		—

Balance as of March 31, 2018		10,742,658	$	10,743	$	83,142,230		$	(2,862,330	)	$	(8,960,290	)	$	71,330,353		$	(950,016	)	$	70,380,337		$	835,112


Description		Standard Depreciable Life
Land		Not Depreciated
Buildings		~~35 to~~ 40 years
Site Improvements		7 to 10 years


	March 31, 2018
	Fair Value		Carrying Value⁽¹⁾
Fixed Rate Secured Debt	$	99,156,000	$	98,761,267


Real estate facilities
Balance at December 31, 2022	$	228,006,554
Additions - Student		15,248
Additions - Senior		232,573
Balance at March 31, 2023	$	228,254,375
Accumulated depreciation
Balance at December 31, 2022	$	(33,485,918	)
Depreciation expense		(1,786,268	)
Balance at March 31, 2023	$	(35,272,186	)


Real estate facilities
Balance at December 31, 2017	$	98,258,516
Facility acquisitions		73,736,878
Additions		92,249

Balance at March 31, 2018	$	172,087,643

Accumulated depreciation
Balance at December 31, 2017	$	(1,254,849	)
Depreciation expense		(1,019,870	)

Balance at March 31, 2018	$	(2,274,719	)


Property	Property Type		Acquisition Date		Real Estate Assets		Intangibles		Total⁽¹⁾		2018 Revenue⁽²⁾		2018 Property Operating Income⁽³⁾
Charleston – UT		Senior		2/23/18	$	12,296,180	$	994,000	$	13,290,180	$	276,472	$	111,663
Cottonwood – UT		Senior		2/23/18		15,353,209		2,020,000		17,373,209		379,330		131,301
Wellington – UT		Senior		2/23/18		46,087,489		3,450,000		49,537,489		611,920		290,048

Total					$	73,736,878	$	6,464,000	$	80,200,878	$	1,267,722	$	533,012


	Three months ended March 31, 2018			Three months ended March 31, 2017
Pro forma revenue	$	3,561,436		$	1,056,148
Pro forma operating expenses		(4,775,036	)		(1,843,714	)
Pro forma net loss attributable to common stockholders	$	(2,181,799	)	$	(825,055	)


2018	$	—
2019		18,473,407
2020		527,944
2021		679,120
2022		714,791
2023 and thereafter		97,983,145

Total payments		118,378,407
Non-revolving debt issuance costs, net		(1,788,010	)

Total	$	116,590,397


	Year Ended December 31, 2017						Three Months Ended March 31, 2018
	Incurred		Paid		Payable		Incurred		Paid		Payable
Expensed
Operating expenses (including organizational costs)	$	394,654	$	271,229	$	123,425	$	179,206	$	302,631	$	—
Asset management fees⁽¹⁾		135,163		93,492		41,671		111,682		153,353		—
Acquisition expenses		2,310,020		2,310,020		—		55,974		55,974		—
Capitalized
Debt issuance costs		499,382		465,500		33,882		357,025		67,290		323,617
Acquisition expenses		—		—		—		1,570,000		1,200,000		370,000
AdditionalPaid-in Capital
Selling commissions		3,947,269		3,915,109		32,160		806,713		823,333		15,540
Dealer Manager fees		1,490,524		1,474,704		15,820		443,820		450,464		9,176
Offering costs		508,350		508,350		—		114,342		114,342		—

Total	$	9,285,362	$	9,038,404	$	246,958	$	3,638,762	$	3,167,387	$	718,333


Property		Date Acquired		Year Built		Address	Average Monthly Revenue / Unit⁽¹⁾		# of Units		Occupancy%⁽²⁾				Date Acquired	Year Built	City, State	Average Monthly Revenue / Unit(1)		# of Units		Occupancy%(2)
The Wellington			February 23, 2018		1999	4522 South 1300 East, Mill Creek, Utah	$	4,720		119		92.4	%
Wellington															February 23, 2018	1999	Millcreek, Utah	$	5,027		119		86.6	%
Cottonwood Creek			February 23, 2018		1982	1245 East Murray Holladay Road, Mill Creek, Utah		3,632		112		77.7	%		February 23, 2018	1982	Millcreek, Utah		4,091		112		86.6	%
The Charleston at Cedar Hills			February 23, 2018		2005	10020 North 4600 West, Cedar Hills, Utah		3,880		64		92.2	%

Charleston															February 23, 2018	2005	Cedar Hills, Utah		4,714		64		89.0	%
Courtyard															August 31, 2018	1992-2019	Portland, Oregon		5,225		309		92.3	%
Total	Total						$	4,157		295		86.8	%	Total				$	4,925		604		89.8	%


Property	Date Acquired	Date Completed	Primary University Served	Average Monthly Revenue / Bed⁽¹⁾		# of Units		# of Beds		Occupancy%⁽²⁾			Date Acquired	Year Built	Primary University Served	Average Monthly Revenue / Bed(1)		# of Units		# of Beds		Occupancy%(2)
Fayetteville	June 28, 2017	August 2016	University of Arkansas	$	684		198		592		95.6	%	June 28, 2017	2016	University of Arkansas	$	620		198		589		97.6	%
Tallahassee	September 28, 2017	August 2017	Florida State University		783		125		434		99.3	%

Total				$	727		323		1,026		97.2	%


	Three Months Ended
	March 31, 2023			March 31, 2022			Change
Net cash flow provided by (used in):
Operating activities	$	394,092		$	(843,759	)	$	1,237,851
Investing activities		(1,446,117	)		48,429,518			(49,875,635	)
Financing activities		(578,845	)		(40,882,456	)		40,303,611


	Three Months Ended March 31, 2018
Net cash flow provided by (used in):
Operating activities	$	483,997
Investing activities		(78,923,127	)
Financing activities		77,732,392


	Three Months Ended March 31, 2018
Distributions paid in cash — common stockholders	$	867,806
Distributions reinvested		531,268

Total distributions	$	1,399,074

Source of distributions
Cash flows provided by operations	$	483,997	34.6	%
Proceeds from our Private Offering		383,809	27.4	%
Offering proceeds from distribution reinvestment plan		531,268	38.0	%

Total sources	$	1,399,074	100.0	%


	Payments due by period:										Payments due during the years ending December 31:
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years		Total		2023		2024-2025		2026-2027		Thereafter
Debt interest⁽¹⁾	$	37,158,126	$	3,419,059	$	9,091,968	$	9,646,544	$	15,000,555	$	31,002,620	$	6,700,615	$	11,973,196	$	10,092,991	$	2,235,818
Debt principal⁽¹⁾⁽²⁾		99,905,000		—		527,944		1,393,911		97,983,145		163,251,199		1,701,747		58,767,697		3,898,889		98,882,866

Total contractual obligations	$	137,063,126	$	3,419,059	$	9,619,912	$	11,040,455	$	112,983,700	$	194,253,819	$	8,402,362	$	70,740,893	$	13,991,880	$	101,118,684


	Year Ending December 31,
	2018			2019			2020			2021			2022			Thereafter			Total
Fixed rate debt	$	—		$	—		$	527,944		$	679,120		$	714,791		$	97,983,145		$	99,905,000
Average interest rate		4.52	%		4.52	%		4.52	%		4.52	%		4.52	%		4.52	%		4.52	%
Variable rate debt	$	—		$	18,473,407			—			—			—		$	—		$	18,473,407
Average interest rate⁽¹⁾		5.87	%		5.87	%		—			—			—			—			5.87	%


~~Exhibit~~ ~~No.~~		~~Description~~

~~1.1~~ Exhibit No.	Description

3.1	~~Dealer Manager Agreement~~Amended and ~~Participating Dealer Agreement,~~Restated Bylaws of Strategic Student & Senior Housing Trust, Inc., incorporated by reference to Exhibit ~~1.1~~3.3 to ~~the~~Pre-Effective Amendment No. 3 to the Company’s Registration Statement on FormS-11, filed on April 26, 2018, Commission FileNo. 333-220646

~~3.1~~ 3.2		~~First~~Second Articles of Amendment and Restatement of Strategic Student & Senior Housing Trust, Inc., incorporated by reference to Exhibit 3.1 to the Company’s ~~Registration Statement on~~ Form~~S-11,~~ 8-K, filed on ~~September 27, 2017,~~June 15, 2018, Commission FileNo. 333-220646

~~3.2~~ 3.3		Articles of Amendment to ~~the First~~Second Articles of Amendment and Restatement of Strategic Student & Senior Housing Trust, Inc., incorporated by reference to Exhibit 3.2 to the Company’s ~~Registration Statement on~~ Form~~S-11,~~ 8-K, filed on ~~September 27, 2017,~~June 15, 2018, Commission FileNo. 333-220646

~~3.3~~ 3.4		~~Amended~~SecondArticles of Amendment to Second Articles of Amendment and ~~Restated Bylaws~~Restatement of Strategic Student & Senior Housing Trust, Inc., incorporated by reference to Exhibit ~~3.3 toPre-Effective~~ ~~Amendment No. 3~~3.1 to the Company’s ~~Registration Statement on~~ Form~~S-11,~~ 8-K, filed on ~~April 26, 2018,~~June 14, 2019, Commission FileNo. 333-220646

~~3.4~~ 3.5		Articles Supplementary to Second Articles of Amendment and Restatement of Strategic Student & Senior Housing Trust, Inc., incorporated by reference to Exhibit ~~3.4~~3.1 to~~Pre-Effective~~ Post-Effective Amendment No. 34 to the Company’s Registration Statement on FormS-11, filed on ~~April 26, 2018,~~July 10, 2019, Commission FileNo. 333-220646

~~3.5~~		~~Articles Supplementary of Strategic Student & Senior Housing Trust, Inc., incorporated by reference to Exhibit 3.5 toPre-Effective~~ ~~Amendment No. 3 to the Company’s Registration Statement on FormS-11,~~ ~~filed on April 26, 2018, Commission FileNo. 333-220646~~

~~3.6~~		~~Articles of Amendment of Strategic Student & Senior Housing Trust, Inc., incorporated by reference to Exhibit 3.6 toPre-Effective~~ ~~Amendment No. 3 to the Company’s Registration Statement on FormS-11,~~ ~~filed on April 26, 2018, Commission FileNo. 333-220646~~

~~4.1~~		~~Form of Subscription Agreement and Subscription Agreement Signature Page (included as Appendix A to prospectus), incorporated by reference to Exhibit 4.1 toPre-Effective~~ ~~Amendment No. 3 to the Company’s Registration Statement on FormS-11,~~ ~~filed on April 26, 2018, Commission FileNo. 333-220646~~

~~10.1~~		~~Third Amended and Restated Limited Partnership Agreement of SSSHT Operating Partnership, L.P., incorporated by reference to Exhibit 10.1 toPre-Effective~~ ~~Amendment No. 3 to the Company’s Registration Statement on FormS-11,~~ ~~filed on April 26, 2018, Commission FileNo. 333-220646~~

~~10.2~~		~~Amended and Restated Advisory Agreement, incorporated by reference to Exhibit 10.2 toPre-Effective~~ ~~Amendment No. 3 to the Company’s Registration Statement on FormS-11,~~ ~~filed on April 26, 2018, Commission FileNo. 333-220646~~

~~10.3~~		~~Strategic Student & Senior Housing Trust, Inc. Amended and Restated Distribution Reinvestment Plan (included as Appendix B to prospectus), incorporated by reference to Exhibit 10.3 toPre-Effective~~ ~~Amendment No. 3 to the Company’s Registration Statement on FormS-11,~~ ~~filed on April 26, 2018, Commission FileNo. 333-220646~~

~~10.4~~		~~Amendment No. 1 to Series A Cumulative Redeemable Preferred Unit Purchase Agreement, dated March 7, 2018, incorporated by reference to Exhibit 10.14 toPre-Effective~~ ~~Amendment No. 3 to the Company’s Registration Statement on FormS-11,~~ ~~filed on April 26, 2018, Commission FileNo. 333-220646~~

~~10.5~~		~~Multifamily Loan and Security Agreement, between SSSHT PropCo 4522 S 1300 E, LLC and KeyBank National Association, dated February 23, 2018, incorporated by reference to Exhibit 10.15 toPre-Effective~~ ~~Amendment No. 3 to the Company’s Registration Statement on FormS-11,~~ ~~filed on April 26, 2018, Commission FileNo. 333-220646~~


~~Exhibit~~ ~~No.~~		~~Description~~

~~10.6~~		Multifamily Deed of Trust, Assignment of Rents and Security Agreement, between SSSHT PropCo 4522 S 1300 E, LLC and KeyBank National Association, dated February 23, 2018, incorporated by reference to Exhibit 10.16 to~~Pre-Effective~~ ~~Amendment No. 3 to the Company’s Registration Statement on FormS-11,~~ ~~filed on April 26, 2018, Commission FileNo. 333-220646~~

~~10.7~~		~~Guaranty, by Strategic Student & Senior Housing Trust, Inc. for the benefit of KeyBank National Association, dated February 23, 2018, incorporated by reference to Exhibit 10.17 toPre-Effective~~ ~~Amendment No. 3 to the Company’s Registration Statement on FormS-11,~~ ~~filed on April 26, 2018, Commission FileNo. 333-220646~~

~~10.8~~		Multifamily Note, Fixed Rate Defeasance, in the original principal amount of $28,709,000, by SSSHT PropCo 4522 S 1300 E, LLC in favor of KeyBank National Association, dated February 23, 2018, incorporated by reference to Exhibit 10.18 to~~Pre-Effective~~ ~~Amendment No. 3 to the Company’s Registration Statement on FormS-11,~~ ~~filed on April 26, 2018, Commission FileNo. 333-220646~~

~~10.9~~		~~Multifamily Loan and Security Agreement, between SSSHT PropCo 1245 E Murray Holladay Road, LLC and KeyBank National Association, dated February 23, 2018, incorporated by reference to Exhibit 10.19 toPre-Effective~~ ~~Amendment No. 3 to the Company’s Registration Statement on FormS-11,~~ ~~filed on April 26, 2018, Commission FileNo. 333-220646~~

~~10.10~~		Multifamily Deed of Trust, Assignment of Rents and Security Agreement, between SSSHT PropCo 1245 E Murray Holladay Road, LLC and KeyBank National Association, dated February 23, 2018, incorporated by reference to Exhibit 10.20 to~~Pre-Effective~~ ~~Amendment No. 3 to the Company’s Registration Statement on FormS-11,~~ ~~filed on April 26, 2018, Commission FileNo. 333-220646~~

~~10.11~~		~~Guaranty, by Strategic Student & Senior Housing Trust, Inc. for the benefit of KeyBank National Association, dated February 23, 2018, incorporated by reference to Exhibit 10.21 toPre-Effective~~ ~~Amendment No. 3 to the Company’s Registration Statement on FormS-11,~~ ~~filed on April 26, 2018, Commission FileNo. 333-220646~~

~~10.12~~		Multifamily Note, Fixed Rate Defeasance, in the original principal amount of $9,337,000, by SSSHT PropCo 1245 E Murray Holladay Road, LLC in favor of KeyBank National Association, dated February 23, 2018, incorporated by reference to Exhibit 10.22 to~~Pre-Effective~~ ~~Amendment No. 3 to the Company’s Registration Statement on FormS-11,~~ ~~filed on April 26, 2018, Commission FileNo. 333-220646~~

~~10.13~~		~~Multifamily Loan and Security Agreement, between SSSHT PropCo 10020 N 4600 W Street, LLC and KeyBank National Association, dated February 23, 2018, incorporated by reference to Exhibit 10.23 toPre-Effective~~ ~~Amendment No. 3 to the Company’s Registration Statement on FormS-11,~~ ~~filed on April 26, 2018, Commission FileNo. 333-220646~~

~~10.14~~		Multifamily Deed of Trust, Assignment of Rents and Security Agreement, between SSSHT PropCo 10020 N 4600 W Street, LLC and KeyBank National Association, dated February 23, 2018, incorporated by reference to Exhibit 10.24 to~~Pre-Effective~~ ~~Amendment No. 3 to the Company’s Registration Statement on FormS-11,~~ ~~filed on April 26, 2018, Commission FileNo. 333-220646~~

~~10.15~~		~~Guaranty, by Strategic Student & Senior Housing Trust, Inc. for the benefit of KeyBank National Association, dated February 23, 2018, incorporated by reference to Exhibit 10.25 toPre-Effective~~ ~~Amendment No. 3 to the Company’s Registration Statement on FormS-11,~~ ~~filed on April 26, 2018, Commission FileNo. 333-220646~~

~~10.16~~		Multifamily Note, Fixed Rate Defeasance, in the original principal amount of $8,859,000, by SSSHT PropCo 10020 N 4600 W Street, LLC in favor of KeyBank National Association, dated February 23, 2018, incorporated by reference to Exhibit 10.26 to~~Pre-Effective~~ ~~Amendment No. 3 to the Company’s Registration Statement on FormS-11,~~ ~~filed on April 26, 2018, Commission FileNo. 333-220646~~

~~10.17~~		Cross-Collateralization Agreement, by and among SSSHT PropCo 4522 S 1300 E, LLC, SSSHT PropCo 1245 E Murray Holladay Road, LLC, SSSHT PropCo 10020 N 4600 W Street, LLC and KeyBank National Association, dated February 23, 2018, incorporated by reference to Exhibit 10.27 to~~Pre-Effective~~ ~~Amendment No. 3 to the Company’s Registration Statement on FormS-11,~~ ~~filed on April 26, 2018, Commission FileNo. 333-220646~~


~~Exhibit~~ ~~No.~~		~~Description~~
31.1*
~~10.18~~		Second Amended and Restated Credit Agreement, by and among SSSHT Operating Partnership, L.P., H. Michael Schwartz and Noble PPS, LLC, as borrower, and KeyBank National Association, as lender, dated February 23, 2018, incorporated by reference to Exhibit 10.28 to~~Pre-Effective~~ ~~Amendment No. 3 to the Company’s Registration Statement on FormS-11,~~ ~~filed on April 26, 2018, Commission FileNo. 333-220646~~

~~10.19~~		Promissory Note, in the original principal amount of $24,500,000, by SSSHT Operating Partnership, L.P., H. Michael Schwartz and Noble PPS, LLC in favor of KeyBank National Association, dated February 23, 2018, incorporated by reference to Exhibit 10.29 to~~Pre-Effective~~ ~~Amendment No. 3 to the Company’s Registration Statement on FormS-11,~~ ~~filed on April 26, 2018, Commission FileNo. 333-220646~~

~~10.20~~		Second Amended and Restated Guaranty Agreement, by Strategic Student & Senior Housing Trust, Inc. for the benefit of KeyBank National Association, dated February 23, 2018, incorporated by reference to Exhibit 10.30 to~~Pre-Effective~~ ~~Amendment No. 3 to the Company’s Registration Statement on FormS-11,~~ ~~filed on April 26, 2018, Commission FileNo. 333-220646~~

31.1*		Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002

101*		The following Strategic Student & Senior Housing Trust, Inc. financial information for the Three Months Ended March 31, ~~2018,~~2023, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated ~~Statement~~Statements of Equity and Temporary Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.The instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

104*	The cover page from the Strategic Student & Senior Housing Trust, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, has been formatted in Inline XBRL.


			~~STRATEGIC STUDENT & SENIOR~~ ~~HOUSING TRUST, INC.~~
			~~(Registrant)~~

~~Dated: June 8, 2018~~			~~By:~~	~~/s/ Michael O. Terjung~~	STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC.
					~~Michael O. Terjung~~ (Registrant)

Dated: May 8, 2023	By:	/s/ Matt F. Lopez
		Matt F. Lopez
		Chief Financial Officer, Treasurer, and ~~Treasurer~~Secretary
				(Principal Financial and Accounting Officer)

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