Document and Entity Information
Document and Entity Information - shares shares in Millions | 6 Months Ended | |
Jun. 30, 2023 | Aug. 09, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Strategic Student & Senior Housing Trust, Inc. | |
Entity Central Index Key | 0001698538 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | true | |
Entity File Number | 333-220646 | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 81-4112948 | |
Entity Address, Address Line One | 19900 MacArthur Blvd | |
Entity Address, Address Line Two | Suite 250 | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92612 | |
City Area Code | 877 | |
Local Phone Number | 327-3485 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 11.6 | |
Class T Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0.1 | |
Class W Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0.1 | |
Class Y Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1.1 | |
Class Z Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0.2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Real estate facilities: | ||
Land | $ 16,908,000 | $ 16,908,000 |
Buildings | 198,766,483 | 197,087,925 |
Site improvements | 3,587,917 | 3,587,917 |
Furniture, fixtures and equipment | 11,372,160 | 10,422,712 |
Real estate facilities, gross | 230,634,560 | 228,006,554 |
Accumulated depreciation | (37,019,683) | (33,485,918) |
Real estate investment property net excluding construction in process | 193,614,877 | 194,520,636 |
Construction in process | 568,862 | 1,762,703 |
Total real estate facilities, net | 194,183,739 | 196,283,339 |
Cash and cash equivalents | 7,347,639 | 10,321,573 |
Restricted cash | 2,941,341 | 2,223,036 |
Other assets | 1,355,243 | 1,626,150 |
Total assets | 205,827,962 | 210,454,098 |
LIABILITIES, TEMPORARY EQUITY, AND EQUITY | ||
Debt, net | 161,834,007 | 162,815,965 |
Accounts payable and accrued liabilities | 3,737,041 | 3,676,672 |
Due to affiliates | $ 14,301,755 | $ 13,084,087 |
Other Liability, Related and Nonrelated Party Status [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember |
Distributions payable | $ 6,175,515 | $ 5,520,981 |
Total liabilities | 186,048,318 | 185,097,705 |
Commitments and contingencies (Note 8) | ||
Redeemable common stock | 5,350,610 | 5,350,610 |
Preferred equity in our Operating Partnership | 10,165,594 | 10,165,594 |
Strategic Student & Senior Housing Trust, Inc. Equity: | ||
Preferred stock, $0.001 par value; 200,000,000 shares authorized ;none issued and outstanding at June 30, 2023 and December 31, 2022 | ||
Additional paid-in capital | 97,721,391 | 97,715,025 |
Distributions | (17,722,288) | (17,722,288) |
Accumulated deficit | (74,628,425) | (69,056,360) |
Total Strategic Student & Senior Housing Trust, Inc. equity | 5,383,764 | 10,949,461 |
Noncontrolling interests in our Operating Partnership | (1,120,324) | (1,109,272) |
Total equity | 4,263,440 | 9,840,189 |
Total liabilities, temporary equity and equity | 205,827,962 | 210,454,098 |
Class A Common Stock [Member] | ||
Strategic Student & Senior Housing Trust, Inc. Equity: | ||
Common stock | 11,632 | 11,630 |
Class T Common Stock [Member] | ||
Strategic Student & Senior Housing Trust, Inc. Equity: | ||
Common stock | 78 | 78 |
Class W Common Stock [Member] | ||
Strategic Student & Senior Housing Trust, Inc. Equity: | ||
Common stock | 87 | 87 |
Class Y Common Stock [Member] | ||
Strategic Student & Senior Housing Trust, Inc. Equity: | ||
Common stock | 1,122 | 1,122 |
Class Z Common Stock [Member] | ||
Strategic Student & Senior Housing Trust, Inc. Equity: | ||
Common stock | $ 167 | $ 167 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 245,000,000 | 245,000,000 |
Common stock, shares issued | 11,632,930 | 11,632,930 |
Common stock, shares outstanding | 11,630,430 | 11,630,430 |
Class T Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 115,000,000 | 115,000,000 |
Common stock, shares issued | 77,598 | 77,598 |
Common stock, shares outstanding | 77,598 | 77,598 |
Class W Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 70,000,000 | 70,000,000 |
Common stock, shares issued | 85,548 | 85,548 |
Common stock, shares outstanding | 85,548 | 85,548 |
Class Y Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 1,123,349 | 1,123,349 |
Common stock, shares outstanding | 1,123,349 | 1,123,349 |
Class Z Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 70,000,000 | 70,000,000 |
Common stock, shares issued | 166,494 | 166,494 |
Common stock, shares outstanding | 166,494 | 166,494 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues: | ||||
Total revenues | $ 9,241,355 | $ 8,556,713 | $ 18,342,151 | $ 16,713,185 |
Operating expenses: | ||||
Property operating expenses – affiliates | 618,620 | 608,516 | 1,234,484 | 1,208,875 |
General and administrative | 748,887 | 405,756 | 1,250,637 | 779,757 |
Depreciation | 1,747,497 | 1,844,244 | 3,533,765 | 3,675,253 |
Total operating expenses | 9,424,840 | 8,670,139 | 18,717,668 | 17,316,610 |
Gain on sale of real estate, net | 12,101,937 | |||
Income (loss) from operations | (183,485) | (113,426) | (375,517) | 11,498,512 |
Other income (expense): | ||||
Interest expense | (2,243,495) | (1,990,145) | (4,452,445) | (3,943,653) |
Interest expense – debt issuance costs | (80,214) | (95,082) | (160,428) | (190,163) |
Loss on extinguishment of debt | (1,985,602) | |||
Other | 58,861 | 12,001 | 59,808 | 581,469 |
Net income (loss) | (2,448,333) | (2,186,652) | (4,928,582) | 5,960,563 |
Less: Distributions to preferred unitholders in our Operating Partnership | (331,681) | (310,577) | (654,534) | (612,558) |
Net loss (income) attributable to the noncontrolling interests in our Operating Partnership | 5,682 | 3,479 | 11,051 | (10,477) |
Net income (loss) attributable to Strategic Student & Senior Housing Trust, Inc. common stockholders | (2,774,332) | (2,493,750) | (5,572,065) | 5,337,528 |
Student Housing [Member] | ||||
Revenues: | ||||
Total revenues | 1,186,239 | 1,055,296 | 2,403,190 | 2,253,206 |
Operating expenses: | ||||
Property operating expenses | 595,807 | 535,597 | 1,246,210 | 1,163,505 |
Senior Housing [Member] | ||||
Revenues: | ||||
Total revenues | 8,055,116 | 7,501,417 | 15,938,961 | 14,459,979 |
Operating expenses: | ||||
Property operating expenses | $ 5,714,029 | $ 5,276,026 | $ 11,452,572 | $ 10,489,220 |
Class A Common Stock [Member] | ||||
Other income (expense): | ||||
Net income (loss) per share - basic | $ (0.21) | $ (0.19) | $ (0.43) | $ 0.41 |
Net income (loss) per share - diluted | $ (0.21) | $ (0.19) | $ (0.43) | $ 0.41 |
Weighted average shares outstanding - basic | 11,624,757 | 11,621,295 | 11,624,470 | 11,620,865 |
Weighted average shares outstanding - diluted | 11,624,757 | 11,621,295 | 11,624,470 | 11,627,115 |
Class T Common Stock [Member] | ||||
Other income (expense): | ||||
Net income (loss) per share - basic | $ (0.21) | $ (0.19) | $ (0.43) | $ 0.41 |
Net income (loss) per share - diluted | $ (0.21) | $ (0.19) | $ (0.43) | $ 0.41 |
Weighted average shares outstanding - basic | 77,598 | 77,598 | 77,598 | 77,598 |
Weighted average shares outstanding - diluted | 77,598 | 77,598 | 77,598 | 77,598 |
Class W Common Stock [Member] | ||||
Other income (expense): | ||||
Net income (loss) per share - basic | $ (0.21) | $ (0.19) | $ (0.43) | $ 0.41 |
Net income (loss) per share - diluted | $ (0.21) | $ (0.19) | $ (0.43) | $ 0.41 |
Weighted average shares outstanding - basic | 85,548 | 85,548 | 85,548 | 85,548 |
Weighted average shares outstanding - diluted | 85,548 | 85,548 | 85,548 | 85,548 |
Class Y Common Stock [Member] | ||||
Other income (expense): | ||||
Net income (loss) per share - basic | $ (0.21) | $ (0.19) | $ (0.43) | $ 0.41 |
Net income (loss) per share - diluted | $ (0.21) | $ (0.19) | $ (0.43) | $ 0.41 |
Weighted average shares outstanding - basic | 1,123,349 | 1,123,349 | 1,123,349 | 1,123,349 |
Weighted average shares outstanding - diluted | 1,123,349 | 1,123,349 | 1,123,349 | 1,123,349 |
Class Z Common Stock [Member] | ||||
Other income (expense): | ||||
Net income (loss) per share - basic | $ (0.21) | $ (0.19) | $ (0.43) | $ 0.41 |
Net income (loss) per share - diluted | $ (0.21) | $ (0.19) | $ (0.43) | $ 0.41 |
Weighted average shares outstanding - basic | 166,494 | 166,494 | 166,494 | 166,494 |
Weighted average shares outstanding - diluted | 166,494 | 166,494 | 166,494 | 166,494 |
Consolidated Statements of Equi
Consolidated Statements of Equity and Temporary Equity - USD ($) | Total | Common Stock [Member] Common Stock Class A [Member] | Common Stock [Member] Common Stock Class T [Member] | Common Stock [Member] Common Stock Class W [Member] | Common Stock [Member] Common Stock Class Y [Member] | Common Stock [Member] Common Stock Class Z [Member] | Additional Paid-in Capital [Member] | Distributions [Member] | Accumulated Deficit [Member] | Strategic Student & Senior Housing Trust, Inc. [Member] | Noncontrolling Interests in our Operating Partnership [Member] | Preferred Equity in our Operating Partnership [Member] | Redeemable Common Stock [Member] |
Beginning Balance at Dec. 31, 2021 | $ 10,880,796 | $ 11,627 | $ 78 | $ 87 | $ 1,122 | $ 167 | $ 97,700,779 | $ (17,199,735) | $ (68,522,116) | $ 11,992,009 | $ (1,111,213) | $ 10,165,594 | $ 5,350,610 |
Beginning Balance, shares at Dec. 31, 2021 | 11,627,930 | 77,598 | 85,548 | 1,123,349 | 166,494 | ||||||||
Distributions to preferred unitholders in our Operating Partnership | (301,981) | ||||||||||||
Stock based compensation expense | 2,966 | 2,966 | 2,966 | ||||||||||
Net income (loss) attributable to Strategic Student & Senior Housing Trust, Inc. | 7,831,278 | 7,831,278 | 7,831,278 | 301,981 | |||||||||
Net income (loss) attributable to the noncontrolling interests in our Operating Partnership | 13,957 | 13,957 | |||||||||||
Ending Balance at Mar. 31, 2022 | 18,728,997 | $ 11,627 | $ 78 | $ 87 | $ 1,122 | $ 167 | 97,703,745 | (17,199,735) | (60,690,838) | 19,826,253 | (1,097,256) | 10,165,594 | 5,350,610 |
Ending Balance, shares at Mar. 31, 2022 | 11,627,930 | 77,598 | 85,548 | 1,123,349 | 166,494 | ||||||||
Beginning Balance at Dec. 31, 2021 | 10,880,796 | $ 11,627 | $ 78 | $ 87 | $ 1,122 | $ 167 | 97,700,779 | (17,199,735) | (68,522,116) | 11,992,009 | (1,111,213) | 10,165,594 | 5,350,610 |
Beginning Balance, shares at Dec. 31, 2021 | 11,627,930 | 77,598 | 85,548 | 1,123,349 | 166,494 | ||||||||
Net income (loss) attributable to Strategic Student & Senior Housing Trust, Inc. | 5,337,528 | ||||||||||||
Net income (loss) attributable to the noncontrolling interests in our Operating Partnership | 10,477 | ||||||||||||
Ending Balance at Jun. 30, 2022 | 16,235,306 | $ 11,630 | $ 78 | $ 87 | $ 1,122 | $ 167 | 97,707,280 | (17,199,735) | (63,184,588) | 17,336,041 | (1,100,735) | 10,165,594 | 5,350,610 |
Ending Balance, shares at Jun. 30, 2022 | 11,630,430 | 77,598 | 85,548 | 1,123,349 | 166,494 | ||||||||
Beginning Balance at Mar. 31, 2022 | 18,728,997 | $ 11,627 | $ 78 | $ 87 | $ 1,122 | $ 167 | 97,703,745 | (17,199,735) | (60,690,838) | 19,826,253 | (1,097,256) | 10,165,594 | 5,350,610 |
Beginning Balance, shares at Mar. 31, 2022 | 11,627,930 | 77,598 | 85,548 | 1,123,349 | 166,494 | ||||||||
Issuance of restricted stock | 3 | $ 3 | 3 | ||||||||||
Issuance of restricted stock, shares | 2,500 | ||||||||||||
Distributions to preferred unitholders in our Operating Partnership | (310,577) | ||||||||||||
Stock based compensation expense | 3,535 | 3,535 | 3,535 | ||||||||||
Net income (loss) attributable to Strategic Student & Senior Housing Trust, Inc. | (2,493,750) | (2,493,750) | (2,493,750) | 310,577 | |||||||||
Net income (loss) attributable to the noncontrolling interests in our Operating Partnership | (3,479) | (3,479) | |||||||||||
Ending Balance at Jun. 30, 2022 | 16,235,306 | $ 11,630 | $ 78 | $ 87 | $ 1,122 | $ 167 | 97,707,280 | (17,199,735) | (63,184,588) | 17,336,041 | (1,100,735) | 10,165,594 | 5,350,610 |
Ending Balance, shares at Jun. 30, 2022 | 11,630,430 | 77,598 | 85,548 | 1,123,349 | 166,494 | ||||||||
Beginning Balance at Dec. 31, 2022 | 9,840,189 | $ 11,630 | $ 78 | $ 87 | $ 1,122 | $ 167 | 97,715,025 | (17,722,288) | (69,056,360) | 10,949,461 | (1,109,272) | 10,165,594 | 5,350,610 |
Beginning Balance, shares at Dec. 31, 2022 | 11,630,430 | 77,598 | 85,548 | 1,123,349 | 166,494 | ||||||||
Distributions to preferred unitholders in our Operating Partnership | (322,853) | ||||||||||||
Stock based compensation expense | 2,835 | 2,835 | 2,835 | ||||||||||
Net income (loss) attributable to Strategic Student & Senior Housing Trust, Inc. | (2,797,733) | (2,797,733) | (2,797,733) | 322,853 | |||||||||
Net income (loss) attributable to the noncontrolling interests in our Operating Partnership | (5,370) | (5,370) | |||||||||||
Ending Balance at Mar. 31, 2023 | 7,039,921 | $ 11,630 | $ 78 | $ 87 | $ 1,122 | $ 167 | 97,717,860 | (17,722,288) | (71,854,093) | 8,154,563 | (1,114,642) | 10,165,594 | 5,350,610 |
Ending Balance, shares at Mar. 31, 2023 | 11,630,430 | 77,598 | 85,548 | 1,123,349 | 166,494 | ||||||||
Beginning Balance at Dec. 31, 2022 | 9,840,189 | $ 11,630 | $ 78 | $ 87 | $ 1,122 | $ 167 | 97,715,025 | (17,722,288) | (69,056,360) | 10,949,461 | (1,109,272) | 10,165,594 | 5,350,610 |
Beginning Balance, shares at Dec. 31, 2022 | 11,630,430 | 77,598 | 85,548 | 1,123,349 | 166,494 | ||||||||
Net income (loss) attributable to Strategic Student & Senior Housing Trust, Inc. | (5,572,065) | ||||||||||||
Net income (loss) attributable to the noncontrolling interests in our Operating Partnership | (11,051) | ||||||||||||
Ending Balance at Jun. 30, 2023 | 4,263,440 | $ 11,632 | $ 78 | $ 87 | $ 1,122 | $ 167 | 97,721,391 | (17,722,288) | (74,628,425) | 5,383,764 | (1,120,324) | 10,165,594 | 5,350,610 |
Ending Balance, shares at Jun. 30, 2023 | 11,632,930 | 77,598 | 85,548 | 1,123,349 | 166,494 | ||||||||
Beginning Balance at Mar. 31, 2023 | 7,039,921 | $ 11,630 | $ 78 | $ 87 | $ 1,122 | $ 167 | 97,717,860 | (17,722,288) | (71,854,093) | 8,154,563 | (1,114,642) | 10,165,594 | 5,350,610 |
Beginning Balance, shares at Mar. 31, 2023 | 11,630,430 | 77,598 | 85,548 | 1,123,349 | 166,494 | ||||||||
Issuance of restricted stock | 2 | $ 2 | 2 | ||||||||||
Issuance of restricted stock, shares | 2,500 | ||||||||||||
Distributions to preferred unitholders in our Operating Partnership | (331,681) | ||||||||||||
Stock based compensation expense | 3,531 | 3,531 | 3,531 | ||||||||||
Net income (loss) attributable to Strategic Student & Senior Housing Trust, Inc. | (2,774,332) | (2,774,332) | (2,774,332) | 331,681 | |||||||||
Net income (loss) attributable to the noncontrolling interests in our Operating Partnership | (5,682) | (5,682) | |||||||||||
Ending Balance at Jun. 30, 2023 | $ 4,263,440 | $ 11,632 | $ 78 | $ 87 | $ 1,122 | $ 167 | $ 97,721,391 | $ (17,722,288) | $ (74,628,425) | $ 5,383,764 | $ (1,120,324) | $ 10,165,594 | $ 5,350,610 |
Ending Balance, shares at Jun. 30, 2023 | 11,632,930 | 77,598 | 85,548 | 1,123,349 | 166,494 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (4,928,582) | $ 5,960,563 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Depreciation | 3,533,765 | 3,675,253 |
Amortization of debt issuance costs | 160,428 | 190,163 |
Stock based compensation expense related to issuance of restricted stock | 6,366 | 6,501 |
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 | 270,908 | 202,021 |
Accounts payable and accrued liabilities | 667,769 | 344,327 |
Due to affiliates | 1,217,667 | 178,090 |
Net cash provided by (used in) operating activities | 928,321 | (132,847) |
Cash flows from investing activities: | ||
Additions to real estate | (2,041,568) | (905,447) |
Net proceeds from sale of real estate | 48,503,131 | |
Distributions of capital from equity method investment | 979,131 | |
Net cash (used in) provided by investing activities | (2,041,568) | 48,576,815 |
Cash flows from financing activities: | ||
Principal payments of KeyBank Bridge Loans | (300,000) | (17,000,000) |
Repayment of Tallahassee Nationwide mortgage loan | (23,500,000) | |
Scheduled principal payments of mortgage loans | (842,382) | (708,061) |
Net cash used in financing activities | (1,142,382) | (41,208,061) |
Net change in cash, cash equivalents, and restricted cash | (2,255,629) | 7,235,907 |
Cash, cash equivalents, and restricted cash, beginning of period | 12,544,609 | 9,884,580 |
Cash, cash equivalents, and restricted cash, end of period | 10,288,980 | 17,120,487 |
Supplemental disclosures and non-cash transactions: | ||
Cash paid for interest | 4,460,589 | 4,006,047 |
Additions to real estate facilities and construction in process included in accounts payable and accrued liabilities | 236,062 | 15,433 |
Distributions payable to preferred unit holders in our Operating Partnership | $ 654,534 | $ 612,558 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Organization | Note 1. Organization Strategic Student & Senior Housing Trust, Inc., a Maryland corporation, 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’s year-end is December 31. As used in these consolidated financial statements, “we,” “us,” “our,” and “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 and became our initial stockholder. On January 27, 2017, pursuant to a confidential private placement memorandum (the “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 (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 . On August 4, 2017, we met such minimum offering requirement. 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. On May 1, 2018, our registration statement on Form S-11 (File No. 333-220646) (the “Registration Statement”) was declared effective by the U.S. Securities and Exchange Commission (the “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 declared effective by the SEC. Also on July 10, 2019, we filed articles supplementary to our charter which reclassified certain authorized and unissued shares of our 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 shares) and Class Z shares (up to $ 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 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 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 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 June 30, 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 we are focusing our efforts on managing our existing properties. Subsequent to March 31, 2020, no sales were made pursuant to the 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 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 June 30, 2023, we owned one student housing property and 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 . On October 5, 2016, our Advisor acquired a limited partnership interest in our Operating Partnership for $ 1,000 ( 111.11 partnership units) and we contributed the initial $ 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 partnership units) in our Operating Partnership for $ 199,000 , resulting in total capital contributions of $ 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 our student housing and senior housing properties. As of June 30, 2023, we 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), a Delaware limited liability company organized in 2013 (our “Sponsor”), was the sponsor of our Offerings. Our Sponsor provides real estate advisory, asset management, and property management services. 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 approximately 97.5 % of the economic interests (and 100 % of the voting membership interests) of our Advisor and owns 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 a day-to-day basis and identifying and making acquisitions and investments on our behalf under the terms of the Advisory Agreement, as defined elsewhere herein. Please see Note 7 – Related Party Transactions for additional detail. SSSHT Property Management, LLC, a Delaware limited liability company (our “Property Manager”), was formed on October 3, 2016 . Our Property Manager derives substantially all of its income from the property management oversight services it performs for us. We have entered into property management agreements directly with third party property managers and our Property Manager provides oversight services with respect to such third party property managers. Please see Note 7 – Related Party Transactions for additional detail. Our student housing property is managed by a third-party student housing property manager. Our senior housing properties are managed by third-party senior living operators. Please see Note 8 – Commitments and Contingencies for additional detail. Our dealer manager was Select Capital Corporation, a California corporation (our “Former Dealer Manager”). We terminated the Dealer Management Agreement on June 16, 2020 in accordance with its provisions. Our Former Dealer Manager was responsible for marketing our shares offered pursuant to our offerings. Our Sponsor previously owned, through a wholly-owned limited liability company, a 15 % non-voting equity interest in our Former Dealer Manager. Affiliates of our Former Dealer Manager own a 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. Our Sponsor owns 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. 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. As we accepted subscriptions for shares of our common stock, we transferred all of the net offering proceeds to our Operating Partnership as capital contributions in exchange for additional limited partnership units in our Operating Partnership. However, we were deemed to have made capital contributions in the amount of gross proceeds received from investors, and our Operating Partnership 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 (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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 interests. All intercompany accounts and transactions have been eliminated in consolidation. 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 June 30, 2023, we had not entered into other contracts/interests that would be deemed to be variable interests in a VIE. 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 major financial institutions. Restricted Cash Restricted cash consists primarily of impound reserve accounts for property taxes, insurance, and capital improvements in connection with the requirements of certain of our loan agreements. 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 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 whether in-place, market leases represent an intangible asset. 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. 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. Accordingly, once an acquisition is deemed probable, transaction costs are capitalized rather than expensed. During the six months ended June 30, 2023 and 2022, we did no t acquire any properties or incur any acquisition-related transaction costs. 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 were disposed of or classified as held for sale in the ordinary course of business are included in continuing operations on the Company’s consolidated statements of operations, consistent with current accounting guidance. 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 six months ended June 30, 2023 and 2022, no impairment losses were recognized. Revenue Recognition and Accounts Receivable Our student housing property is typically leased by the bed with fixed terms on an individual lease basis, often with parental guarantees. Substantially all of our leases coincide with the university’s 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 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 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 (“ASC Topic 606”) under GAAP. The revenues derived from our leases are accounted for pursuant to ASU 2016-02, “Leases (ASC Topic 842).” Additionally, we have elected to adopt a practical expedient not to separate lease 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 the non-service component of the lease. The service component of the base monthly lease fee is also recognized pursuant to ASC Topic 842 as they are not the predominate component, the service timing and 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 ASC Topic 606 are: • 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 and six months ended June 30, 2023 and 2022, revenues totaling approximately $ 0.1 million and $ 0.2 million, respectively, are included in "Leasing and related revenues - senior". If we determine that a receivable is not probable of being substantially collected, we adjust the amount of leasing and related revenues recorded related to such tenant and recognize future revenues for such tenant on a cash basis. Allowance for Doubtful Accounts Tenant accounts receivable is reported net of an allowance for doubtful accounts, in the accompanying consolidated balance sheets in other assets. Management records this general reserve estimate based upon a review of the current status of accounts receivable. It is reasonably possible that management’s estimate of the allowance will change in the future. As of both June 30, 2023 and December 31, 2022, approximately $ 0.1 million was recorded to allowance for doubtful accounts. Advertising Costs Advertising costs are included in property operating expenses, in the accompanying consolidated statements of operations. These costs are expensed in the period in which the cost is incurred. The Company incurred advertising costs of approximately $ 0.4 million and $ 0.5 million during the six months ended June 30, 2023 and 2022, respectively. Real Estate Properties Real estate properties are recorded based upon relative fair values as of the date of acquisition. We capitalize costs incurred to renovate and improve properties, including interest and property taxes incurred during the construction period. The construction period begins when expenditures for the real estate assets have been made and activities that are necessary to prepare the asset for its intended use are in progress. The construction period ends when the asset is substantially complete and ready for its intended use. The costs of ordinary repairs and maintenance are charged to operations when incurred. Depreciation of Real Property Assets Our management is required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the asset to determine the appropriate useful lives. Depreciation of our real property assets is charged to expense on a straight-line basis over the estimated useful lives as follows: Description Standard Depreciable Land Not Depreciated Buildings 40 years Site Improvements 7 to 10 years Depreciation of Furniture, Fixtures and Equipment Furniture, fixtures and equipment are depreciated on a straight-line basis over the estimated useful lives generally ranging from 3 to 7 years . Intangible Assets We allocate a portion of our real estate purchase price to in-place leases. We amortize in-place lease intangibles on a straight-line basis over the estimated future benefit period. As of both June 30, 2023 and December 31, 2022, the gross amount allocated to in-place leases was approximately $ 19.6 million, and accumulated amortization of in-place lease intangibles totaled approximately $ 19.6 million for both periods. Debt Issuance Costs The net carrying value of costs incurred in connection with obtaining non-revolving financing are presented on the consolidated balance sheets as a deduction from the related debt and such amounts totaled approximately $ 0.9 million as of June 30, 2023 and $ 1.0 million as of December 31, 2022. Organization and Offering Costs Our Advisor funded organization and offering costs on our behalf. We are required to reimburse our Advisor for such organization and offering costs; provided, however, our Advisor funded, and was not reimbursed for 1.0 % of the gross offering proceeds from the sale of Class W shares towards payment of organization and offering expenses, which we recognized as a capital contribution from our Advisor. Additionally, our Advisor funded, and was not reimbursed for organization and offering costs up to an amount equal to 1.0 % of the gross offering proceeds from the sale of Class Y shares and Class Z shares sold in our Public Offering, which we recognized as a capital contribution from our Advisor. 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 in connection with the sale of Class Y shares and Class Z shares exceed the 1.0 % estimate being funded by the Advisor. Conversely, must reimburse our Advisor within 60 days after the end of the month in which the Public Offering terminated to the extent such organization and offering expenses are less than the 1.0 % estimate being funded by the Advisor. If at any point in time we determine that the organization and offering costs incurred in connection with the sale of Class Y shares and Class Z shares are expected to exceed 1.0 % of the gross proceeds anticipated to be received from the sale of such shares, we will recognize such excess as a receivable from our Advisor and a corresponding capital contribution from our Advisor. If we determine that the organization and offering costs incurred in connection with the sale of Class Y shares and Class Z shares are expected to be less than 1.0 % of the gross proceeds anticipated to be received from the sale of such shares, we will recognize such difference as a payable to our Advisor and a reduction of additional paid-in capital. Offering costs associated with the Primary Offering were recorded as an offset to additional paid-in capital, and organization costs were recorded in general and administrative expenses. Subsequent to the termination of our Public Offering on May 1, 2021, no adjustment was required. In connection with our Primary Offering, our Former Dealer Manager received an upfront sales commission and dealer manager fee based upon the share class sold under the terms of the Dealer Manager Agreement, which are recorded as a reduction to additional paid-in capital as an offering cost. Our Advisor agreed to fund the payment of the upfront 3.0 % sales commission and the upfront 3.0 % dealer manager fee for the sale of Class Y shares sold in the Primary Offering, which we recognized as a capital contribution from our Advisor. In addition, our Former Dealer Manager also received an ongoing stockholder servicing fee and ongoing dealer manager fee for certain classes of our common stock, subject to certain limitations. We record a liability within due to affiliates and a reduction to additional paid-in capital at the time of sale of the Class T, Class W, Class Y, and Class Z shares for the future estimated ongoing stockholder and dealer manager servicing fees. Please see Note 7 – Related Party Transactions – Dealer Manager Agreements for additional details about such commissions and fees. Redeemable Common Stock In connection with the Private Offering, we adopted a share redemption program (the “Private Offering Share Redemption Program”) that enabled stockholders to sell their shares to us in limited circumstances, and in connection with the Public Offering, we amended the Private Offering Share Redemption Program (the “Share Redemption Program”). On March 30, 2020, our board of directors approved the suspension of our Share Redemption Program. Please see Note 8 – Commitments and Contingencies – Share Redemption Program for additional details. In general, we record amounts that are redeemable under the Share Redemption Program as redeemable common stock in the accompanying consolidated balance sheets since the shares are redeemable at the option of the holder and therefore their redemption is outside our control. The maximum amount redeemable under the Share Redemption Program will be limited to the number of shares we could repurchase with the amount of the net proceeds from the sale of shares under the Distribution Reinvestment Plan. However, accounting guidance states that determinable amounts that can become redeemable should be presented as redeemable when such amount is known. Therefore, the net proceeds from the Distribution Reinvestment Plan are considered to be temporary equity and are presented as redeemable common stock in our consolidated balance sheets. In addition, current accounting guidance requires, among other things, that financial instruments that represent a mandatory obligation of us to repurchase shares be classified as liabilities and reported at settlement value. Our redeemable common stock is contingently redeemable at the option of the holder. When we determine we have a mandatory obligation to repurchase shares under the Share Redemption Program, we reclassify such obligations from temporary equity to a liability based upon their respective settlement values. Accounting for Equity Awards The cost of restricted stock is required to be measured based on the grant date fair value, the cost is recognized over the relevant service period, and we have elected to record forfeitures as they occur. 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 use when measuring fair value: • 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 and non-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. Financial and non-financial assets and liabilities measured at fair value on a non-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, restricted cash, other assets, variable-rate debt, accounts payable and accrued liabilities, distributions payable and amounts due to affiliates approximate fair value because of the relatively short-term nature of these instruments. The table below summarizes our fixed rate debt payable at June 30, 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 our fixed and variable rate notes payable 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. June 30, 2023 December 31, 2022 Fair Carrying Fair Carrying Fixed Rate Secured Debt $ 128,480,000 $ 136,671,112 $ 129,350,000 $ 137,513,494 Income Taxes We 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 % 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, 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 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 performs additional services for our residents and generally engages in any real estate or non-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, the senior housing properties that we own are leased by 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. We account for deferred income taxes using the asset and liability 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 not be realized. Any increase or decrease in the valuation allowance asset, is included in the tax provision when such changes occur. As of June 30, 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 $ 4.4 million, respectively. Deferred tax assets related to other book temporary differences as of June 30, 2023, and 2022, were approximately $ 0.2 million and $ 0.3 million, respectively. In addition, as of June 30, 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 June 30, 2023 and 2022, were approximately $ 5.4 million and $ 4.4 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 June 30, 2023, the gross federal net operating losses are approximately $ 21 million. The gross state net operating losses are approximately $ 27.7 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 June 30, 2023 and 2022, there were no uncertain tax positions, and the Company had no interest or penalties related to uncertain tax positions. Concentration No single student nor senior resident represents a significant concentration of our revenues. For the month of June 2023, approximately 47 %, 41 %, and 12 % of our rental income was concentrated in Oregon, Utah, and Arkansas, respectively . Preferred Equity in our Operating Partnership We classify our Preferred Units (as defined in Note 5 – Preferred Equity in our Operating Partnership) on our consolidated balance sheets using the guidance in ASC 480 10 S99. The Preferred Units are redeemable by our Operating Partnership, in whole or in part, at the option of our Operating Partnership at any time. Additionally, the holder can elect to redeem if any of the following events outside our control occur: i) change of control; ii) a breach of protective provisions; iii) upon the occurrence of monetary and other material defaults under secured property debt; and (iv) if we do not maintain our REIT status. As the shares are contingently redeemable, and under certain circumstances not solely within our control, we have classified our Preferred Stock as temporary equity. Per Share Data Basic earnings per share attributable to our common stockholders for all periods presented are computed by dividing net income (loss) attributable to our common stockholders by the weighted average number of shares outstanding during the period, excluding unvested restricted stock. Diluted earnings per share is computed by including the dilutive effect of unvested restricted stock, utilizing the treasury stock method. The dilutive effect of unvested rest |
Real Estate Facilities
Real Estate Facilities | 6 Months Ended |
Jun. 30, 2023 | |
Real Estate [Abstract] | |
Real Estate Facilities | Note 3. Real Estate Facilities The following summarizes the activity in the real estate facilities during the six months ended June 30, 2023: Real estate facilities Balance at December 31, 2022 $ 228,006,554 Additions - Student 38,656 Additions - Senior 2,589,350 Balance at June 30, 2023 $ 230,634,560 Accumulated depreciation Balance at December 31, 2022 $ ( 33,485,918 ) Depreciation expense ( 3,533,765 ) Balance at June 30, 2023 $ ( 37,019,683 ) Real Estate Disposition The results of operations for the Tallahassee student housing property, which was classified as held for sale as of December 31, 2021, is included in continuing operations on the Company's consolidated statements of operations. The Tallahassee property was sold on January 6, 2022 . For each of the three months ended June 30, 2023 and 2022, no revenues are included in "Leasing and related revenues - student" and no expenses are included in "Property operating expenses - student". For the six months ended June 30, 2023 and 2022, revenues totaling no ne and $ 0.2 million, respectively, are included in "Leasing and related revenues - student". Expenses totaling no ne and approximately $ 0.1 million are included in "Property operating expenses - student" for the six months ended June 30, 2023 and 2022, respectively On January 6, 2022, we completed the sale of the Tallahassee property to an unaffiliated third party. The sale price for the Tallahassee Property was $ 50 million in cash plus the amount of any yield maintenance fees owed by the Company upon repayment of the Tallahassee Nationwide mortgage loan. In connection with the sale, a $ 0.25 million disposition fee was paid to our Sponsor in accordance with our Second AA Amendment (as defined below). The mortgage loan encumbering the Tallahassee property of approximately $ 23.5 million and yield maintenance fees of approximately $ 1.9 million were paid at close. The yield maintenance fees are included in "loss on extinguishment of debt" in the accompanying consolidated statements of operations. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 4. Debt The Company’s outstanding debt is summarized as follows: Loan June 30, 2023 December 31, 2022 Interest Maturity Fayetteville JPM mortgage loan (1) $ 29,500,000 $ 29,500,000 4.20 % 7/1/2024 Freddie Mac Utah loans (2) 44,666,773 45,039,660 5.06 % 2/23/2028 Freddie Mac Courtyard loan (3) 62,504,339 62,973,834 4.86 % 9/1/2028 Courtyard Bridge Loans (4) 26,016,550 26,316,550 9.19 % 4/30/2024 Debt issuance costs, net ( 853,655 ) ( 1,014,079 ) Total debt, net $ 161,834,007 $ 162,815,965 (1) Fixed rate debt with interest only payments due monthly and the principal balance due upon maturity. (2) Represents the aggregate of three separate mortgage loans for the three senior housing properties acquired in Utah. Fixed rate debt with interest only payments due monthly for the first two years , then principal and interest on a 30 -year amortization schedule beginning March 2020. (3) Fixed rate debt with interest only payments due monthly for the first four years , then principal and interest on a 30 -year amortization schedule beginning September 2022. (4) The variable rate reflected in the table was the rate in effect as of June 30, 2023. 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 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 1, 2024 ). The JPM Mortgage Loan bears interest at a fixed rate of 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 Chairman of the board and a director (our “Chairman”), serve as non-recourse guarantors pursuant to the terms and conditions of the JPM Mortgage Loan. The non-recourse guaranty of our 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 million; and (2) liquidity (as defined in the agreement) equal to or greater than $ 3 million. Once the non-recourse guaranty of our 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 June 30, 2023, we were in compliance with these covenants. 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 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 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 amortization schedule thereafter, and bear interest at a fixed rate of 5.06 %. The Freddie Mac Utah Loans are 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. 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 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 as non-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 million and an initial liquidity requirement equal to or greater than $ 4.8 million. Once the Utah Bridge Loan (defined below) is paid in full, the liquidity requirement will be reduced to $ 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, 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. KeyBank Bridge Loans 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 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 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 of $ 27 million (the “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 Courtyard Property. The Courtyard Delayed Draw Commitment was utilized primarily to fund the costs and expenses associated with the Memory Care Expansion. The Courtyard Property contained developable land in which construction of an additional 23 units of memory care (the “Memory Care Expansion”) was completed in November 2019. The Courtyard Bridge Loans were scheduled to mature on August 31, 2019, but were extended, based on their terms to April 30, 2020 upon the payment of a fee equal to 0.50 % of the outstanding principal balance of the loans at the time of the extension. On February 27, 2020, we amended the Courtyard Bridge Loans such that the loan maturity date was extended to April 30, 2021 and certain 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 reduced to $20 million, we were required to 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. 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 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 of 1-month SOFR plus 400 basis points which totaled approximately 9.19 % as of June 30, 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 amendment such that (i) our Sponsor became an additional borrower, (ii) the collateral was amended such that it is additionally comprised of 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 must continue to apply 100 % of the net proceeds from certain capital events and we are required to apply the net proceeds from the issuance of equity interests in us, including the net proceeds from our Primary Offering, to the outstanding Courtyard Bridge Loans. Unless KeyBank otherwise consents, until the Courtyard Bridge Loans are repaid, we are required to defer payment of (i) acquisition fees otherwise payable to our Advisor and Sponsor in connection with the acquisition of the Courtyard Property and (ii) in the event of a default, asset management fees otherwise payable to our Advisor with respect to the Courtyard Property. The Courtyard Bridge Loans impose certain covenant requirements on us and the other parties to the Courtyard Bridge Loans, which, if breached, could result in an event of default under the Courtyard Bridge Loans. In connection with the foregoing, we also amended the previously executed note with KeyBank in order to evidence the Courtyard Bridge 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 June 30, 2023, we were in compliance with these covenants. 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 debt as of June 30, 2023: 2023 $ 1,138,210 2024 56,968,257 2025 1,799,440 2026 1,900,615 2027 1,998,274 2028 98,882,866 Total payments 162,687,662 Debt issuance costs, net ( 853,655 ) Total $ 161,834,007 |
Preferred Equity in our Operati
Preferred Equity in our Operating Partnership | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Preferred Equity in our Operating Partnership | Note 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 million (the “Investment”), which amount may be invested in one or more tranches, such amounts may only 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, 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 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 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. Such terms continue to be included in the Third Amended and Restated Limited Partnership Agreement, as amended. The holders of Preferred Units accrue distributions at a rate of 9.0 % per annum (the “Pay Rate”), payable monthly and calculated on an actual/360 day basis. Accumulated but unpaid distributions, if any, accrue at the Pay Rate. The preferred units of limited partnership interests in our Operating Partnership rank senior to all classes or series of partnership interests in our Operating Partnership and therefore, any cash we have to pay distributions otherwise may be used to pay distributions to the holder of such preferred units first. The Preferred Units 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 is equal to the sum of the Liquidation Amount plus all accumulated and unpaid distributions thereon to the date of redemption. As of June 30, 2023 and December 31, 2022, approximately $ 10.2 million of Preferred Units were outstanding, and accrued distributions payable on the Preferred Units totaled approximately $ 5.5 million and $ 4.9 million, respectively, which are included in distributions payable in the accompanying consolidated balance sheets. |
Segment Disclosures
Segment Disclosures | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Disclosures | Note 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 tables summarize information for the reportable segments for the three and six months ended June 30, 2023, and 2022: Three Months Ended June 30, Student Housing Senior Housing Corporate and Other Total 2023 2022 2023 2022 2023 2022 2023 2022 Leasing and leasing related revenues $ 1,186,238 $ 1,055,296 $ 7,934,945 $ 7,293,605 $— $— $ 9,121,183 $ 8,348,901 Other revenues — — 120,172 207,812 — — 120,172 207,812 Property operating expenses ( 595,807 ) ( 535,597 ) ( 5,714,029 ) ( 5,276,026 ) — — ( 6,309,836 ) ( 5,811,623 ) Net operating income 590,431 519,699 2,341,088 2,225,391 — — 2,931,519 2,745,090 Property operating expenses - affiliates 123,593 122,442 495,027 486,074 — — 618,620 608,516 General and administrative — — — — 748,887 405,756 748,887 405,756 Depreciation 344,741 457,378 1,398,651 1,382,986 4,105 3,880 1,747,497 1,844,244 Interest expense 309,750 309,750 1,933,745 1,680,395 — — 2,243,495 1,990,145 Interest expense – debt issuance costs 14,140 14,139 66,074 80,943 — — 80,214 95,082 Other income (loss) — — — 251 ( 58,861 ) ( 12,252 ) ( 58,861 ) ( 12,001 ) Net income (loss) $( 201,793 ) $( 384,010 ) $( 1,552,409 ) $( 1,405,258 ) $( 694,131 ) $( 397,384 ) $( 2,448,333 ) $( 2,186,652 ) Six Months Ended June 30, Student Housing Senior Housing Corporate and Other Total 2023 2022 2023 2022 2023 2022 2023 2022 Leasing and leasing related revenues $ 2,403,189 $ 2,253,206 $ 15,602,866 $ 14,087,051 $— $— $ 18,006,055 $ 16,340,257 Other revenues — — 336,096 372,928 — — 336,096 372,928 Property operating expenses ( 1,246,210 ) ( 1,163,505 ) ( 11,452,572 ) ( 10,489,220 ) — — ( 12,698,782 ) ( 11,652,725 ) Net operating income 1,156,979 1,089,701 4,486,390 3,970,759 — — 5,643,369 5,060,460 Property operating expenses - affiliates 247,689 244,823 986,795 964,052 — — 1,234,484 1,208,875 General and administrative — — — — 1,250,637 779,757 1,250,637 779,757 Depreciation 688,981 913,125 2,835,322 2,754,369 9,462 7,759 3,533,765 3,675,253 Interest expense 619,500 619,501 3,832,945 3,324,152 — — 4,452,445 3,943,653 Interest expense – debt issuance costs 28,280 28,278 132,148 161,885 — — 160,428 190,163 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) — — ( 446 ) 331 ( 59,362 ) ( 581,800 ) ( 59,808 ) ( 581,469 ) Net income (loss) $( 427,471 ) $ 9,400,309 $( 3,300,374 ) $( 3,234,030 ) $( 1,200,737 ) $( 205,716 ) $( 4,928,582 ) $ 5,960,563 The following table summarizes our total assets by segment: Segments June 30, 2023 December 31, 2022 Student housing $ 45,002,121 $ 45,184,980 Senior housing 153,959,234 155,404,239 Corporate and Other 6,866,607 9,864,879 Total assets $ 205,827,962 $ 210,454,098 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7. Related Party Transactions Fees to Affiliates In connection with our Public Offering, we entered into an advisory agreement with our Advisor (as amended, the “Advisory Agreement”) and a dealer manager agreement with our Former Dealer Manager (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 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 . The Advisory Agreement, Dealer Manager Agreement, and transfer agent agreement (the “Transfer Agent Agreement”) 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. Organization and Offering Costs Organization and offering costs of the Public Offering were paid by our Advisor on our behalf and were reimbursed to our 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 consisted of all expenses (other than sales commissions, dealer manager fees, stockholder servicing fees, and dealer manager servicing fees) paid by us in connection with the Public Offering, including our legal, accounting, printing, mailing and filing fees 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 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 also incurred similar organization and offering costs in connection with our Primary Private Offering. Pursuant to an Advisor Funding Agreement (the “Advisor Funding Agreement”), our Advisor also agreed to fund, and not be reimbursed for, 1.0 % of the gross offering proceeds from the sale of Class Y 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 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 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 funded, and was not reimbursed for, 1.0 % of the gross offering proceeds from the sale of Class W shares in 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 % of gross proceeds from the Primary Offering. Prior to the amendment of the Advisory Agreement on September 6, 2018 (the “AA Amendment”), our Advisor received acquisition fees equal to 1.75 % of the contract purchase price of each property we acquired. The AA Amendment eliminated such 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 may be entitled to an acquisition 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 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 (as defined in the Second AA Amendment) of each property or other real estate investment we 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 also receives reimbursement of any acquisition expenses our Advisor incurs pursuant to the Advisory Agreement. Pursuant to the Advisory Agreement, effective May 1, 2018, our Advisor is entitled to receive a monthly asset management fee. This fee was initially equal to 0.05208 % (which is one twelfth of 0.625% ) of our average invested assets, as defined by the Advisory Agreement, but the AA Amendment later increased this fee to 0.066667 % (which is one twelfth of 0.8% ) of our average invested assets. Our Advisor will not receive financing fees pursuant to the Advisory Agreement. Pursuant to the Second AA Amendment, our Advisor may be entitled to disposition fees generally equal to the lesser of (a) 1 % of the Contract Sales Price or (b) 50 % of the Competitive Real Estate Commission (as defined in the Second AA Amendment). In conjunction with the sale of the Tallahassee property in January 2022, a $ 0.25 million disposition fee was paid to our Sponsor in accordance with the 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 Advisory Agreement 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 is required to pay or reimburse us the amount by which our aggregate annual operating expenses, as defined, exceed the greater of 2 % of our average invested assets or 25 % of our net income, as defined, unless a majority of our independent directors determine that such excess expenses were justified based on unusual and non-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 June 30, 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 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, 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 Public Offering, our Former Dealer Manager received a sales commission of up to 6.0 % of gross proceeds from sales of Class A shares and up to 3.0 % of gross proceeds from the sales of Class T shares in the Primary Offering and a dealer manager fee of up to 3.0 % of gross proceeds from sales of both Class A and Class T shares in the Primary Offering under the terms of the Dealer Manager Agreement. Our Former Dealer Manager 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 p ursuant 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 received an ongoing stockholder servicing fee that was payable monthly and 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, subject to certain limitations described below. Our Former Dealer Manager received an ongoing dealer manager servicing fee that was payable monthly and 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. 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 % of the gross proceeds from the sale of Class A shares, Class T shares, Class W shares, Class Y shares, and Class Z shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our Distribution Reinvestment Plan), which calculation shall be made 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. 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 % of the gross proceeds from the sale of Class A shares, Class T shares, Class W shares, Class Y shares, and Class Z shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our Distribution Reinvestment Plan), which calculation shall be made 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 % 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 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 June 30, 2023, we have no t 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 entered into participating dealer agreements with certain other broker-dealers which authorized them to sell our shares. Upon sale of our shares by such broker-dealers, our Former Dealer Manager allowed all of the sales commissions paid in connection with sales made by these broker-dealers. Our Former Dealer Manager was also 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 also 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 % FINRA limitation and, when aggregated with all other non-accountable expenses in connection with our Public Offering, may not exceed 3% of gross offering proceeds from sales in the Public Offering. Affiliated Former Dealer Manager Our Sponsor previously owned, through a wholly-owned limited liability company, a 15 % non-voting equity interest in our Former Dealer Manager. Affiliates of our Former Dealer Manager own a 2.5 % non-voting membership interest in our Advisor, which they acquired on January 1, 2018. Transfer Agent Agreement Our Sponsor is the owner and manager of our Transfer Agent, which is a registered transfer agent with the SEC. Effective in May 2018, our Transfer Agent processes subscription agreements and certain other forms directly, as well as provides customer service to our 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. Additionally, our Transfer Agent may retain and supervise third party vendors in its efforts to administer certain services. 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 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 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 it. The initial term of the Transfer Agent Agreement was 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. 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 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 pay our Property Manager an oversight fee equal to 1 % of the gross revenues attributable to such properties; provided, however, that our Property Manager will receive an oversight fee equal to 1.5 % of the gross revenues attributable to any senior housing property other than such properties that are leased to third party tenants under triple-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. 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, 2022 and the six months ended June 30, 2023, as well as any related amounts payable as of December 31, 2022 and June 30, 2023: Year Ended December 31, 2022 Six Months Ended June 30, 2023 Incurred Paid Payable Incurred Paid Payable Expensed: Operating expenses (including organizational costs) $ 453,432 $ 453,432 $ — $ 274,156 $ 136,589 $ 137,567 Transfer Agent expenses 103,782 103,782 — 59,028 30,306 28,722 Asset management fees 1,942,698 1,033,266 8,833,418 972,009 183,105 9,622,322 Property management oversight fees 493,956 — 2,103,788 262,475 — 2,366,263 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 $ 1,567,668 $ 350,000 $ 14,301,755 Please see Note 4 – Debt and Note 5 – Preferred Equity in our Operating Partnership for detail regarding additional related party transactions. Investment in Power 5 Conference Student Housing I, DST In October 2018, we invested approximately $ 0.8 million in a private placement offering by Power 5 Conference Student Housing I, DST (“Power 5 Conference Student Housing”) using proceeds from the issuance of Preferred Units in our Operating Partnership for an approximately 1.4 % beneficial interest. Power 5 Conference Student Housing was a Delaware statutory trust and an affiliate of our Sponsor. Power 5 Conference Student Housing owned two student housing properties located in Ann Arbor, Michigan and Columbia, South Carolina. We determined that Power 5 Conference Student Housing was a VIE of which we are not the primary beneficiary, as we did not have the power to direct the most significant activities of the entity nor did 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 Power 5 Conference Student Housing was 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 six months ended June 30, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies Property Management Our student housing property is managed by a third-party student housing manager. Pursuant to our property management agreements, we pay a monthly management fee, 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 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. In certain instances, we may pay a construction management fee for certain construction management services. Additionally, such operators may be entitled to a performance based incentive fee, based on the performance of the property. The property management agreements have an original term of three to five years and automatically renew for successive one year periods thereafter, unless we or the operator 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 fee if the agreement is terminated in certain circumstances. 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. On May 1, 2018, we amended and restated the Private Offering Distribution Reinvestment Plan in connection with the Public Offering to establish the purchase price per share under the 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 of our common stock and stockholders holding Class Z shares of our common stock, and to state that the purchase price for shares pursuant to the Distribution Reinvestment Plan shall be $ 9.30 per share for all classes of shares. No sales commissions or dealer manager fees are paid with respect to the sale of such shares. On September 28, 2020, our board of directors further amended the Distribution Reinvestment Plan, effective as of October 10, 2020, to state that the purchase price for shares pursuant to the Distribution Reinvestment 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 Program We adopted a share redemption program that enables stockholders to sell their shares to us in limited circumstances. 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 shares of stock presented for redemption for cash to the extent that we have sufficient funds available to 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 Form 8-K or in our annual or quarterly reports, all publicly filed with the SEC, or by a separate mailing to our stockholders. In order to preserve cash in light of the uncertainty relating to COVID-19 and its potential impact on our overall financial results, on March 30, 2020, our board of directors approved the suspension of our share redemption program, effective May 3, 2020. Our share redemption program remains suspended as of June 30, 2023. As a result of our board of directors approving an estimated net asset value per share on January 17, 2023, the per share price for the repurchase of a given class of shares is equal to the then-current estimated net asset value per share for such class of shares; however, as noted elsewhere our share redemption program is currently suspended. 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 % 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 six months ended June 30, 2023, we did no t receive any 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 . 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9. Subsequent Events None. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 | 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 interests. All intercompany accounts and transactions have been eliminated in consolidation. |
Consolidation Considerations | 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 June 30, 2023, we had not entered into other contracts/interests that would be deemed to be variable interests in a VIE. |
Noncontrolling Interest in Consolidated Entities | 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 | 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 | 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 major financial institutions. |
Restricted Cash | Restricted Cash Restricted cash consists primarily of impound reserve accounts for property taxes, insurance, and capital improvements in connection with the requirements of certain of our loan agreements. |
Real Estate Purchase Price Allocation | 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 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 whether in-place, market leases represent an intangible asset. 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. 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. Accordingly, once an acquisition is deemed probable, transaction costs are capitalized rather than expensed. During the six months ended June 30, 2023 and 2022, we did no t acquire any properties or incur any acquisition-related transaction costs. |
Real Estate Held for Sale | 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 were disposed of or classified as held for sale in the ordinary course of business are included in continuing operations on the Company’s consolidated statements of operations, consistent with current accounting guidance. |
Evaluation of Possible Impairment of Long-lived Assets | 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 six months ended June 30, 2023 and 2022, no impairment losses were recognized. |
Revenue Recognition and Accounts Receivable | Revenue Recognition and Accounts Receivable Our student housing property is typically leased by the bed with fixed terms on an individual lease basis, often with parental guarantees. Substantially all of our leases coincide with the university’s 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 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 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 (“ASC Topic 606”) under GAAP. The revenues derived from our leases are accounted for pursuant to ASU 2016-02, “Leases (ASC Topic 842).” Additionally, we have elected to adopt a practical expedient not to separate lease 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 the non-service component of the lease. The service component of the base monthly lease fee is also recognized pursuant to ASC Topic 842 as they are not the predominate component, the service timing and 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 ASC Topic 606 are: • 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 and six months ended June 30, 2023 and 2022, revenues totaling approximately $ 0.1 million and $ 0.2 million, respectively, are included in "Leasing and related revenues - senior". If we determine that a receivable is not probable of being substantially collected, we adjust the amount of leasing and related revenues recorded related to such tenant and recognize future revenues for such tenant on a cash basis. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts Tenant accounts receivable is reported net of an allowance for doubtful accounts, in the accompanying consolidated balance sheets in other assets. Management records this general reserve estimate based upon a review of the current status of accounts receivable. It is reasonably possible that management’s estimate of the allowance will change in the future. As of both June 30, 2023 and December 31, 2022, approximately $ 0.1 million was recorded to allowance for doubtful accounts. |
Advertising Costs | Advertising Costs Advertising costs are included in property operating expenses, in the accompanying consolidated statements of operations. These costs are expensed in the period in which the cost is incurred. The Company incurred advertising costs of approximately $ 0.4 million and $ 0.5 million during the six months ended June 30, 2023 and 2022, respectively. |
Real Estate Properties | Real Estate Properties Real estate properties are recorded based upon relative fair values as of the date of acquisition. We capitalize costs incurred to renovate and improve properties, including interest and property taxes incurred during the construction period. The construction period begins when expenditures for the real estate assets have been made and activities that are necessary to prepare the asset for its intended use are in progress. The construction period ends when the asset is substantially complete and ready for its intended use. The costs of ordinary repairs and maintenance are charged to operations when incurred. |
Depreciation of Real Property Assets | Depreciation of Real Property Assets Our management is required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the asset to determine the appropriate useful lives. Depreciation of our real property assets is charged to expense on a straight-line basis over the estimated useful lives as follows: Description Standard Depreciable Land Not Depreciated Buildings 40 years Site Improvements 7 to 10 years |
Depreciation of Furniture, Fixtures and Equipment | Depreciation of Furniture, Fixtures and Equipment Furniture, fixtures and equipment are depreciated on a straight-line basis over the estimated useful lives generally ranging from 3 to 7 years . |
Intangible Assets | Intangible Assets We allocate a portion of our real estate purchase price to in-place leases. We amortize in-place lease intangibles on a straight-line basis over the estimated future benefit period. As of both June 30, 2023 and December 31, 2022, the gross amount allocated to in-place leases was approximately $ 19.6 million, and accumulated amortization of in-place lease intangibles totaled approximately $ 19.6 million for both periods. |
Debt Issuance Costs | Debt Issuance Costs The net carrying value of costs incurred in connection with obtaining non-revolving financing are presented on the consolidated balance sheets as a deduction from the related debt and such amounts totaled approximately $ 0.9 million as of June 30, 2023 and $ 1.0 million as of December 31, 2022. |
Organization and Offering Costs | Organization and Offering Costs Our Advisor funded organization and offering costs on our behalf. We are required to reimburse our Advisor for such organization and offering costs; provided, however, our Advisor funded, and was not reimbursed for 1.0 % of the gross offering proceeds from the sale of Class W shares towards payment of organization and offering expenses, which we recognized as a capital contribution from our Advisor. Additionally, our Advisor funded, and was not reimbursed for organization and offering costs up to an amount equal to 1.0 % of the gross offering proceeds from the sale of Class Y shares and Class Z shares sold in our Public Offering, which we recognized as a capital contribution from our Advisor. 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 in connection with the sale of Class Y shares and Class Z shares exceed the 1.0 % estimate being funded by the Advisor. Conversely, must reimburse our Advisor within 60 days after the end of the month in which the Public Offering terminated to the extent such organization and offering expenses are less than the 1.0 % estimate being funded by the Advisor. If at any point in time we determine that the organization and offering costs incurred in connection with the sale of Class Y shares and Class Z shares are expected to exceed 1.0 % of the gross proceeds anticipated to be received from the sale of such shares, we will recognize such excess as a receivable from our Advisor and a corresponding capital contribution from our Advisor. If we determine that the organization and offering costs incurred in connection with the sale of Class Y shares and Class Z shares are expected to be less than 1.0 % of the gross proceeds anticipated to be received from the sale of such shares, we will recognize such difference as a payable to our Advisor and a reduction of additional paid-in capital. Offering costs associated with the Primary Offering were recorded as an offset to additional paid-in capital, and organization costs were recorded in general and administrative expenses. Subsequent to the termination of our Public Offering on May 1, 2021, no adjustment was required. In connection with our Primary Offering, our Former Dealer Manager received an upfront sales commission and dealer manager fee based upon the share class sold under the terms of the Dealer Manager Agreement, which are recorded as a reduction to additional paid-in capital as an offering cost. Our Advisor agreed to fund the payment of the upfront 3.0 % sales commission and the upfront 3.0 % dealer manager fee for the sale of Class Y shares sold in the Primary Offering, which we recognized as a capital contribution from our Advisor. In addition, our Former Dealer Manager also received an ongoing stockholder servicing fee and ongoing dealer manager fee for certain classes of our common stock, subject to certain limitations. We record a liability within due to affiliates and a reduction to additional paid-in capital at the time of sale of the Class T, Class W, Class Y, and Class Z shares for the future estimated ongoing stockholder and dealer manager servicing fees. Please see Note 7 – Related Party Transactions – Dealer Manager Agreements for additional details about such commissions and fees. |
Redeemable Common Stock | Redeemable Common Stock In connection with the Private Offering, we adopted a share redemption program (the “Private Offering Share Redemption Program”) that enabled stockholders to sell their shares to us in limited circumstances, and in connection with the Public Offering, we amended the Private Offering Share Redemption Program (the “Share Redemption Program”). On March 30, 2020, our board of directors approved the suspension of our Share Redemption Program. Please see Note 8 – Commitments and Contingencies – Share Redemption Program for additional details. In general, we record amounts that are redeemable under the Share Redemption Program as redeemable common stock in the accompanying consolidated balance sheets since the shares are redeemable at the option of the holder and therefore their redemption is outside our control. The maximum amount redeemable under the Share Redemption Program will be limited to the number of shares we could repurchase with the amount of the net proceeds from the sale of shares under the Distribution Reinvestment Plan. However, accounting guidance states that determinable amounts that can become redeemable should be presented as redeemable when such amount is known. Therefore, the net proceeds from the Distribution Reinvestment Plan are considered to be temporary equity and are presented as redeemable common stock in our consolidated balance sheets. In addition, current accounting guidance requires, among other things, that financial instruments that represent a mandatory obligation of us to repurchase shares be classified as liabilities and reported at settlement value. Our redeemable common stock is contingently redeemable at the option of the holder. When we determine we have a mandatory obligation to repurchase shares under the Share Redemption Program, we reclassify such obligations from temporary equity to a liability based upon their respective settlement values. |
Accounting for Equity Awards | Accounting for Equity Awards The cost of restricted stock is required to be measured based on the grant date fair value, the cost is recognized over the relevant service period, and we have elected to record forfeitures as they occur. |
Fair Value Measurements | 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 use when measuring fair value: • 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 and non-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. Financial and non-financial assets and liabilities measured at fair value on a non-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, restricted cash, other assets, variable-rate debt, accounts payable and accrued liabilities, distributions payable and amounts due to affiliates approximate fair value because of the relatively short-term nature of these instruments. The table below summarizes our fixed rate debt payable at June 30, 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 our fixed and variable rate notes payable 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. June 30, 2023 December 31, 2022 Fair Carrying Fair Carrying Fixed Rate Secured Debt $ 128,480,000 $ 136,671,112 $ 129,350,000 $ 137,513,494 |
Income Taxes | Income Taxes We 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 % 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, 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 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 performs additional services for our residents and generally engages in any real estate or non-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, the senior housing properties that we own are leased by 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. We account for deferred income taxes using the asset and liability 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 not be realized. Any increase or decrease in the valuation allowance asset, is included in the tax provision when such changes occur. As of June 30, 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 $ 4.4 million, respectively. Deferred tax assets related to other book temporary differences as of June 30, 2023, and 2022, were approximately $ 0.2 million and $ 0.3 million, respectively. In addition, as of June 30, 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 June 30, 2023 and 2022, were approximately $ 5.4 million and $ 4.4 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 June 30, 2023, the gross federal net operating losses are approximately $ 21 million. The gross state net operating losses are approximately $ 27.7 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 June 30, 2023 and 2022, there were no uncertain tax positions, and the Company had no interest or penalties related to uncertain tax positions. |
Concentration | Concentration No single student nor senior resident represents a significant concentration of our revenues. For the month of June 2023, approximately 47 %, 41 %, and 12 % of our rental income was concentrated in Oregon, Utah, and Arkansas, respectively |
Preferred Equity in our Operating Partnership | Preferred Equity in our Operating Partnership We classify our Preferred Units (as defined in Note 5 – Preferred Equity in our Operating Partnership) on our consolidated balance sheets using the guidance in ASC 480 10 S99. The Preferred Units are redeemable by our Operating Partnership, in whole or in part, at the option of our Operating Partnership at any time. Additionally, the holder can elect to redeem if any of the following events outside our control occur: i) change of control; ii) a breach of protective provisions; iii) upon the occurrence of monetary and other material defaults under secured property debt; and (iv) if we do not maintain our REIT status. As the shares are contingently redeemable, and under certain circumstances not solely within our control, we have classified our Preferred Stock as temporary equity. |
Per Share Data | Per Share Data Basic earnings per share attributable to our common stockholders for all periods presented are computed by dividing net income (loss) attributable to our common stockholders by the weighted average number of shares outstanding during the period, excluding unvested restricted stock. Diluted earnings per share is computed by including the dilutive effect of unvested restricted stock, utilizing the treasury stock method. The dilutive effect of unvested restricted stock was not included in the diluted weighted average shares for the three and six months ended June 30, 2023, and for the three months ended June 30, 2022, as such shares were antidilutive. Such unvested shares totaled approximately 6,250 for the three and six months ended June 30, 2023, and the three months ended June 30, 2022. For the six months ended June 30, 2022, the dilutive effect of unvested restricted stock totaled 6,250 shares. |
Recently Adopted/Issued Accounting Guidance | Recently Issued Accounting Guidance 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 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 the guidance and may apply other elections as applicable as additional changes in the market occur. |
Segment Reporting | Segment Reporting Our real estate portfolio is comprised of two reportable segments: (i) student housing and (ii) senior housing. Please see Note 6 – Segment Disclosures for additional detail. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Lives of Real Property Assets | Depreciation of our real property assets is charged to expense on a straight-line basis over the estimated useful lives as follows: Description Standard Depreciable Land Not Depreciated Buildings 40 years Site Improvements 7 to 10 years |
Summary of Fixed Rate Debt Payable | The table below summarizes our fixed rate debt payable at June 30, 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 our fixed and variable rate notes payable 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. June 30, 2023 December 31, 2022 Fair Carrying Fair Carrying Fixed Rate Secured Debt $ 128,480,000 $ 136,671,112 $ 129,350,000 $ 137,513,494 |
Real Estate Facilities (Tables)
Real Estate Facilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Real Estate [Abstract] | |
Summary of Activity in Real Estate Facilities | The following summarizes the activity in the real estate facilities during the six months ended June 30, 2023: Real estate facilities Balance at December 31, 2022 $ 228,006,554 Additions - Student 38,656 Additions - Senior 2,589,350 Balance at June 30, 2023 $ 230,634,560 Accumulated depreciation Balance at December 31, 2022 $ ( 33,485,918 ) Depreciation expense ( 3,533,765 ) Balance at June 30, 2023 $ ( 37,019,683 ) |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Company's Outstanding Debt | The Company’s outstanding debt is summarized as follows: Loan June 30, 2023 December 31, 2022 Interest Maturity Fayetteville JPM mortgage loan (1) $ 29,500,000 $ 29,500,000 4.20 % 7/1/2024 Freddie Mac Utah loans (2) 44,666,773 45,039,660 5.06 % 2/23/2028 Freddie Mac Courtyard loan (3) 62,504,339 62,973,834 4.86 % 9/1/2028 Courtyard Bridge Loans (4) 26,016,550 26,316,550 9.19 % 4/30/2024 Debt issuance costs, net ( 853,655 ) ( 1,014,079 ) Total debt, net $ 161,834,007 $ 162,815,965 (1) Fixed rate debt with interest only payments due monthly and the principal balance due upon maturity. (2) Represents the aggregate of three separate mortgage loans for the three senior housing properties acquired in Utah. Fixed rate debt with interest only payments due monthly for the first two years , then principal and interest on a 30 -year amortization schedule beginning March 2020. (3) Fixed rate debt with interest only payments due monthly for the first four years , then principal and interest on a 30 -year amortization schedule beginning September 2022. (4) The variable rate reflected in the table was the rate in effect as of June 30, 2023. |
Future Principal Payment Requirements on Outstanding Secured Debt | The following table presents the future principal payment requirements on outstanding debt as of June 30, 2023: 2023 $ 1,138,210 2024 56,968,257 2025 1,799,440 2026 1,900,615 2027 1,998,274 2028 98,882,866 Total payments 162,687,662 Debt issuance costs, net ( 853,655 ) Total $ 161,834,007 |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Summary of Reportable Segments | The following tables summarize information for the reportable segments for the three and six months ended June 30, 2023, and 2022: Three Months Ended June 30, Student Housing Senior Housing Corporate and Other Total 2023 2022 2023 2022 2023 2022 2023 2022 Leasing and leasing related revenues $ 1,186,238 $ 1,055,296 $ 7,934,945 $ 7,293,605 $— $— $ 9,121,183 $ 8,348,901 Other revenues — — 120,172 207,812 — — 120,172 207,812 Property operating expenses ( 595,807 ) ( 535,597 ) ( 5,714,029 ) ( 5,276,026 ) — — ( 6,309,836 ) ( 5,811,623 ) Net operating income 590,431 519,699 2,341,088 2,225,391 — — 2,931,519 2,745,090 Property operating expenses - affiliates 123,593 122,442 495,027 486,074 — — 618,620 608,516 General and administrative — — — — 748,887 405,756 748,887 405,756 Depreciation 344,741 457,378 1,398,651 1,382,986 4,105 3,880 1,747,497 1,844,244 Interest expense 309,750 309,750 1,933,745 1,680,395 — — 2,243,495 1,990,145 Interest expense – debt issuance costs 14,140 14,139 66,074 80,943 — — 80,214 95,082 Other income (loss) — — — 251 ( 58,861 ) ( 12,252 ) ( 58,861 ) ( 12,001 ) Net income (loss) $( 201,793 ) $( 384,010 ) $( 1,552,409 ) $( 1,405,258 ) $( 694,131 ) $( 397,384 ) $( 2,448,333 ) $( 2,186,652 ) Six Months Ended June 30, Student Housing Senior Housing Corporate and Other Total 2023 2022 2023 2022 2023 2022 2023 2022 Leasing and leasing related revenues $ 2,403,189 $ 2,253,206 $ 15,602,866 $ 14,087,051 $— $— $ 18,006,055 $ 16,340,257 Other revenues — — 336,096 372,928 — — 336,096 372,928 Property operating expenses ( 1,246,210 ) ( 1,163,505 ) ( 11,452,572 ) ( 10,489,220 ) — — ( 12,698,782 ) ( 11,652,725 ) Net operating income 1,156,979 1,089,701 4,486,390 3,970,759 — — 5,643,369 5,060,460 Property operating expenses - affiliates 247,689 244,823 986,795 964,052 — — 1,234,484 1,208,875 General and administrative — — — — 1,250,637 779,757 1,250,637 779,757 Depreciation 688,981 913,125 2,835,322 2,754,369 9,462 7,759 3,533,765 3,675,253 Interest expense 619,500 619,501 3,832,945 3,324,152 — — 4,452,445 3,943,653 Interest expense – debt issuance costs 28,280 28,278 132,148 161,885 — — 160,428 190,163 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) — — ( 446 ) 331 ( 59,362 ) ( 581,800 ) ( 59,808 ) ( 581,469 ) Net income (loss) $( 427,471 ) $ 9,400,309 $( 3,300,374 ) $( 3,234,030 ) $( 1,200,737 ) $( 205,716 ) $( 4,928,582 ) $ 5,960,563 |
Summary of Total Assets by Segment | The following table summarizes our total assets by segment: Segments June 30, 2023 December 31, 2022 Student housing $ 45,002,121 $ 45,184,980 Senior housing 153,959,234 155,404,239 Corporate and Other 6,866,607 9,864,879 Total assets $ 205,827,962 $ 210,454,098 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Summary of Related Party Costs | 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, 2022 and the six months ended June 30, 2023, as well as any related amounts payable as of December 31, 2022 and June 30, 2023: Year Ended December 31, 2022 Six Months Ended June 30, 2023 Incurred Paid Payable Incurred Paid Payable Expensed: Operating expenses (including organizational costs) $ 453,432 $ 453,432 $ — $ 274,156 $ 136,589 $ 137,567 Transfer Agent expenses 103,782 103,782 — 59,028 30,306 28,722 Asset management fees 1,942,698 1,033,266 8,833,418 972,009 183,105 9,622,322 Property management oversight fees 493,956 — 2,103,788 262,475 — 2,366,263 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 $ 1,567,668 $ 350,000 $ 14,301,755 |
Organization - Additional Infor
Organization - Additional Information (Detail) | 1 Months Ended | 6 Months Ended | |||||||||
Apr. 17, 2020 | Apr. 01, 2020 USD ($) | Mar. 31, 2020 shares | Jul. 10, 2019 USD ($) | May 01, 2018 USD ($) shares | Sep. 28, 2017 USD ($) shares | Jan. 27, 2017 USD ($) shares | Oct. 05, 2016 USD ($) shares | Oct. 04, 2016 USD ($) shares | Jun. 30, 2019 | Jun. 30, 2023 USD ($) Employee Property $ / shares shares | |
Organization and Nature of Operations [Line Items] | |||||||||||
Date of formation of company | Oct. 04, 2016 | ||||||||||
Number of senior housing properties | Property | 4 | ||||||||||
Number of student housing properties | Property | 1 | ||||||||||
Number of employees | Employee | 0 | ||||||||||
Dealer manager agreement termination date | Jun. 16, 2020 | ||||||||||
Strategic Storage Operating Partnership IV, L.P. [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Date of formation of company | Oct. 05, 2016 | ||||||||||
Capital contribution | $ | $ 1,000 | ||||||||||
Percentage of common units of limited partnership interest of operating partnership | 99.80% | ||||||||||
SSSHT Property Management, LLC (Property Manager) [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Date of formation of company | Oct. 03, 2016 | ||||||||||
Class Y Common Stock [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Estimated value per share | $ / shares | $ 6.24 | ||||||||||
Class Z Common Stock [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Estimated value per share | $ / shares | 6.24 | ||||||||||
Class A Common Stock [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Estimated value per share | $ / shares | 6.24 | ||||||||||
Class T Common Stock [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Estimated value per share | $ / shares | 6.24 | ||||||||||
Class W Common Stock [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Estimated value per share | $ / shares | $ 6.24 | ||||||||||
Private Offering [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Number of common stock issued | 10,700,000 | ||||||||||
Shares issued pursuant to distribution reinvestment plan | 1,000,000 | ||||||||||
Gross proceeds from issuance of common stock | $ | $ 91,500,000 | $ 5,700,000 | |||||||||
Private Offering [Member] | Class Y Common Stock [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Shares issued pursuant to distribution reinvestment plan | 10,000 | ||||||||||
Private Offering [Member] | Class Z Common Stock [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Shares issued pursuant to distribution reinvestment plan | 1,000 | ||||||||||
Private Offering [Member] | Class A Common Stock [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Shares issued pursuant to distribution reinvestment plan | 610,000 | ||||||||||
Private Offering [Member] | Class T Common Stock [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Shares issued pursuant to distribution reinvestment plan | 8,000 | ||||||||||
Private Offering [Member] | Class W Common Stock [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Shares issued pursuant to distribution reinvestment plan | 3,000 | ||||||||||
Primary Offering [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Issuance of common stock | $ | $ 0 | ||||||||||
Gross proceeds from issuance of common stock | $ | $ 17,100,000 | ||||||||||
Primary Offering [Member] | Class Y Common Stock [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Number of common stock issued | 1,100,000 | ||||||||||
Primary Offering [Member] | Class Z Common Stock [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Number of common stock issued | 165,000 | ||||||||||
Primary Offering [Member] | Class A Common Stock [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Number of common stock issued | 362,000 | ||||||||||
Primary Offering [Member] | Class T Common Stock [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Number of common stock issued | 70,000 | ||||||||||
Primary Offering [Member] | Class W Common Stock [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Number of common stock issued | 83,000 | ||||||||||
Distribution Reinvestment Plan [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Shares issued pursuant to distribution reinvestment plan | 0 | ||||||||||
SmartStop Asset Management, LLC (Sponsor) [Member] | SSSHT Advisor, LLC (Advisor) [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Percentage of economic interest owned by sponsor | 97.50% | ||||||||||
Percentage of voting membership interests owned by sponsor | 100% | ||||||||||
SmartStop Asset Management, LLC (Sponsor) [Member] | SSSHT Property Management, LLC (Property Manager) [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Percentage of property management owned by sponsor | 100% | ||||||||||
SmartStop Asset Management, LLC (Sponsor) [Member] | Select Capital Corporation (Dealer Manager) [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Dealer manager agreement termination date | Jun. 16, 2020 | ||||||||||
Percentage of non-voting equity interest | 15% | ||||||||||
SSSHT Advisor, LLC (Advisor) [Member] | Strategic Storage Operating Partnership IV, L.P. [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Advisor purchased a limited partnership interest in operating partnership | $ | $ 199,000 | $ 1,000 | |||||||||
Advisor acquired limited partnership interest in operating partnership, number of partnership units | 25,447.57 | 111.11 | |||||||||
Capital contribution | $ | $ 200,000 | ||||||||||
Percentage of common units of limited partnership interest of operating partnership | 0.20% | ||||||||||
SSSHT Advisor, LLC (Advisor) [Member] | Strategic Transfer Agent Services, LLC (Transfer Agent) [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Ownership percentage | 100% | ||||||||||
SSSHT Advisor, LLC (Advisor) [Member] | Common Stock [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Number of common stock issued | 111.11 | ||||||||||
Issuance of common stock | $ | $ 1,000 | ||||||||||
Affiliate [Member] | SSSHT Property Management, LLC (Property Manager) [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Percentage owned by affiliate | 2.50% | ||||||||||
Maximum [Member] | Class Y Common Stock [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Shares issuable pursuant to distribution reinvestment plan | $ | $ 700,000,000 | ||||||||||
Maximum [Member] | Class Z Common Stock [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Shares issuable pursuant to distribution reinvestment plan | $ | $ 300,000,000 | ||||||||||
Maximum [Member] | Private Offering [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Issuance of common stock | $ | 100,000,000 | ||||||||||
Maximum [Member] | Primary Offering [Member] | S-11 Registration Statement [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Common stock shares registered for sale to public | 1,000,000,000 | ||||||||||
Maximum [Member] | Primary and Public Offering [Member] | S-11 Registration Statement [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Shares issuable pursuant to distribution reinvestment plan | $ | $ 95,000,000 | ||||||||||
Minimum [Member] | Private Offering [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Issuance of common stock | $ | $ 1,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||||
Jul. 10, 2019 | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2023 USD ($) Property Segment shares | Jun. 30, 2022 USD ($) Property shares | Dec. 31, 2022 USD ($) | |
Summary of Significant Accounting Policies [Line Items] | ||||||
Number of properties acquired | Property | 0 | 0 | ||||
Impairment loss on long-lived assets | $ 0 | $ 0 | ||||
Revenues | $ 9,241,355 | $ 8,556,713 | $ 18,342,151 | 16,713,185 | ||
Days allowed for lease cancellation | 30 days | |||||
Allowance for doubtful accounts | 100,000 | $ 100,000 | $ 100,000 | |||
Advertising cost | 400,000 | 500,000 | ||||
Debt issuance costs | 853,655 | $ 853,655 | 1,000,000 | |||
Maximum period for reimbursement of offering expenses | 60 days | |||||
Minimum percentage of ordinary taxable income to be distributed to stockholders | 90% | |||||
Deferred tax asset, net operating loss | 5,300,000 | 4,400,000 | $ 5,300,000 | 4,400,000 | ||
Deferred tax assets related to other book temporary differences | 200,000 | 300,000 | 200,000 | 300,000 | ||
Deferred tax liability, depreciation and other temporary book to tax differences | 100,000 | 300,000 | 100,000 | 300,000 | ||
Deferred tax assets, net | 5,400,000 | 4,400,000 | 5,400,000 | 4,400,000 | ||
Uncertain tax positions | 0 | 0 | 0 | 0 | ||
Unrecognized tax benefits, interest or penalties | $ 0 | 0 | ||||
Number of reportable segments | Segment | 2 | |||||
Student Housing [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Revenues | 1,186,239 | 1,055,296 | $ 2,403,190 | 2,253,206 | ||
Senior Housing [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Revenues | 8,055,116 | 7,501,417 | 15,938,961 | 14,459,979 | ||
Leasing and Related Revenues - Senior [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Revenues | 100,000 | $ 100,000 | $ 200,000 | $ 200,000 | ||
Revenue from Rights Concentration Risk [Member] | Rental Income [Member] | Student Housing [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Concentration Risk, Percentage | 0% | |||||
Revenue from Rights Concentration Risk [Member] | Rental Income [Member] | Senior Housing [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Concentration Risk, Percentage | 0% | |||||
Geographic Concentration Risk [Member] | Rental Income [Member] | Oregon | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Concentration Risk, Percentage | 47% | |||||
Geographic Concentration Risk [Member] | Rental Income [Member] | Utah | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Concentration Risk, Percentage | 41% | |||||
Geographic Concentration Risk [Member] | Rental Income [Member] | Arkansas | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Concentration Risk, Percentage | 12% | |||||
Federal [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Net operating losses | 21,000,000 | $ 21,000,000 | ||||
Open tax year | 2019 2020 2021 2022 | |||||
State [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Net operating losses | $ 27,700,000 | $ 27,700,000 | ||||
Open tax year | 2019 2020 2021 2022 | |||||
State [Member] | Earliest Tax Year [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Net operating losses expiration year | 2033 | |||||
State [Member] | Latest Tax Year [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Net operating losses expiration year | 2037 | |||||
Advisor [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Maximum period for reimbursement of offering expenses | 60 days | |||||
Class Y and Z Common Stock [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Offering cost as percentage of gross offering proceeds | 1% | 1% | ||||
Minimum offering cost rate | 1% | |||||
Maximum offering cost rate | 1% | |||||
Class Y Common Stock [Member] | Select Capital Corporation (Dealer Manager) [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Sale commission fees percentage of proceed from Primary Offering | 3% | 3% | ||||
Dealer manager fees percentage of proceed from sales in primary portion of offering | 3% | 3% | ||||
In-Place Leases [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Gross amount of lease intangibles | $ 19,600,000 | $ 19,600,000 | 19,600,000 | |||
Accumulated amortization of lease intangibles | $ 19,600,000 | $ 19,600,000 | $ 19,600,000 | |||
Maximum [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Initial term of lease | 12 months | 12 months | ||||
Maximum [Member] | Advisor [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Percentage of organization and offering expenses funded by our advisor | 1% | |||||
Maximum [Member] | Furniture, Fixtures and Equipment [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Standard depreciable life | 7 years | 7 years | ||||
Minimum [Member] | Class Y and Z Common Stock [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Percentage of organization and offering expenses funded by our advisor | 1% | |||||
Minimum [Member] | Furniture, Fixtures and Equipment [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Standard depreciable life | 3 years | 3 years | ||||
Unvested Restricted Stock [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Unvested antidilutive shares | shares | 6,250 | 6,250 | 6,250 | 6,250 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Real property Assets (Detail) | 6 Months Ended |
Jun. 30, 2023 | |
Land [Member] | |
Property, Plant and Equipment [Line Items] | |
Standard depreciable life, description | Not Depreciated |
Buildings [Member] | |
Property, Plant and Equipment [Line Items] | |
Standard depreciable life | 40 years |
Site Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Standard depreciable life | 7 years |
Site Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Standard depreciable life | 10 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Fixed Rate Debt Payable (Detail) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Value | $ 162,687,662 | |
Fixed Rate Secured Debt [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 128,480,000 | $ 129,350,000 |
Carrying Value | $ 136,671,112 | $ 137,513,494 |
Real Estate Facilities - Summar
Real Estate Facilities - Summary of Activity in Real Estate Facilities (Detail) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Real estate facilities | |
Real estate facilities, beginning balance | $ 228,006,554 |
Real estate facilities, ending balance | 230,634,560 |
Accumulated depreciation | |
Accumulated depreciation, beginning balance | (33,485,918) |
Depreciation expense | (3,533,765) |
Accumulated depreciation, ending balance | (37,019,683) |
Student Housing [Member] | |
Real estate facilities | |
Additions | 38,656 |
Senior Housing [Member] | |
Real estate facilities | |
Additions | $ 2,589,350 |
Real Estate Facilities - Additi
Real Estate Facilities - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jan. 06, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Real Estate Properties [Line Items] | |||||
Repayment of debt | $ 300,000 | $ 17,000,000 | |||
Tallahassee Student Property [Member] | |||||
Real Estate Properties [Line Items] | |||||
Date of property sold | Jan. 06, 2022 | ||||
Sale price of the property | $ 50,000,000 | ||||
Disposition fee | 250,000 | ||||
Repayment of debt | 23,500,000 | ||||
Loss on Extinguishment of Debt [Member] | Tallahassee Student Property [Member] | |||||
Real Estate Properties [Line Items] | |||||
Yield maintenance fees | $ 1,900,000 | ||||
Leasing and leasing related revenues [Member] | Tallahassee Student Property [Member] | |||||
Real Estate Properties [Line Items] | |||||
Real estate reclassified to held for sale | $ 0 | $ 0 | $ 0 | 200,000 | |
Property operating expenses [Member] | Tallahassee Student Property [Member] | |||||
Real Estate Properties [Line Items] | |||||
Real estate reclassified to held for sale | $ 0 | $ 0 | $ 0 | $ 100,000 |
Debt - Schedule of Company's Ou
Debt - Schedule of Company's Outstanding Debt (Detail) - USD ($) | 6 Months Ended | ||||||
Jun. 28, 2017 | Jun. 30, 2023 | Dec. 31, 2022 | Aug. 31, 2018 | Feb. 23, 2018 | |||
Debt Instrument [Line Items] | |||||||
Carrying Value | $ 162,687,662 | ||||||
Debt issuance costs, net | (853,655) | $ (1,014,079) | |||||
Total debt, net | 161,834,007 | 162,815,965 | |||||
JPM Mortgage Loan [Member] | Fayetteville Property [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Carrying Value | [1] | $ 29,500,000 | 29,500,000 | ||||
Debt instrument, initial interest rate | 4.20% | 4.20% | [1] | ||||
Maturity Date | Jul. 01, 2024 | Jul. 01, 2024 | [1] | ||||
Freddie Mac Utah Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Carrying Value | [2] | $ 44,666,773 | 45,039,660 | ||||
Debt instrument, initial interest rate | 5.06% | [2] | 5.06% | ||||
Maturity Date | [2] | Feb. 23, 2028 | |||||
Freddie Mac Courtyard Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Carrying Value | [3] | $ 62,504,339 | 62,973,834 | ||||
Debt instrument, initial interest rate | 4.86% | [3] | 4.86% | ||||
Maturity Date | [3] | Sep. 01, 2028 | |||||
Courtyard Initial Bridge Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Carrying Value | [4] | $ 26,016,550 | $ 26,316,550 | ||||
Debt instrument, initial interest rate | [4] | 9.19% | |||||
Maturity Date | [4] | Apr. 30, 2024 | |||||
[1] Fixed rate debt with interest only payments due monthly and the principal balance due upon maturity. Represents the aggregate of three separate mortgage loans for the three senior housing properties acquired in Utah. Fixed rate debt with interest only payments due monthly for the first two years , then principal and interest on a 30 -year amortization schedule beginning March 2020. Fixed rate debt with interest only payments due monthly for the first four years , then principal and interest on a 30 -year amortization schedule beginning September 2022. The variable rate reflected in the table was the rate in effect as of June 30, 2023. |
Debt - Schedule of Company's _2
Debt - Schedule of Company's Outstanding Debt (Parenthetical) (Detail) | 6 Months Ended | ||||
Aug. 31, 2018 | Feb. 23, 2018 Loan | Jun. 30, 2023 USD ($) Property Loan | Jun. 30, 2022 USD ($) | ||
Debt Instrument [Line Items] | |||||
Repayment of loan | $ | $ 300,000 | $ 17,000,000 | |||
Freddie Mac Utah Loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest payment period | 2 years | 2 years | |||
Amortization period | 30 years | 30 years | |||
Number of mortgage loans | Loan | 3 | 3 | |||
Number of senior housing properties acquired | Property | 3 | ||||
Maturity Date | [1] | Feb. 23, 2028 | |||
Freddie Mac Courtyard Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest payment period | 4 years | 4 years | |||
Amortization period | 30 years | 30 years | |||
Maturity Date | [2] | Sep. 01, 2028 | |||
[1] Represents the aggregate of three separate mortgage loans for the three senior housing properties acquired in Utah. Fixed rate debt with interest only payments due monthly for the first two years , then principal and interest on a 30 -year amortization schedule beginning March 2020. Fixed rate debt with interest only payments due monthly for the first four years , then principal and interest on a 30 -year amortization schedule beginning September 2022. |
Debt - Additional Information (
Debt - Additional Information (Detail) | 1 Months Ended | 6 Months Ended | 17 Months Ended | ||||||||||||
Oct. 28, 2022 | Jan. 06, 2022 USD ($) | Nov. 09, 2021 | Nov. 13, 2020 USD ($) | Feb. 27, 2020 | Aug. 31, 2018 USD ($) | Feb. 23, 2018 USD ($) Loan Property | Jun. 28, 2017 USD ($) | May 31, 2021 | Jun. 30, 2023 USD ($) Property Loan | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | |||
Debt Instrument [Line Items] | |||||||||||||||
Secured debt | $ 161,834,007 | $ 162,815,965 | |||||||||||||
Repayment of loan | $ 300,000 | $ 17,000,000 | |||||||||||||
Freddie Mac Utah Loans [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Secured debt | $ 46,900,000 | ||||||||||||||
Debt term | 10 years | ||||||||||||||
Loan maturity date | [1] | Feb. 23, 2028 | |||||||||||||
Debt instrument, initial interest rate | 5.06% | 5.06% | [1] | ||||||||||||
Description of guarantees | We serve as non-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 million and an initial liquidity requirement equal to or greater than $4.8 million. Once the Utah Bridge Loan (defined below) is paid in full, the liquidity requirement will be reduced to $3 million. | ||||||||||||||
Number of property-owning special purpose entities | Property | 3 | ||||||||||||||
Number of mortgage loans | Loan | 3 | 3 | |||||||||||||
Debt instrument, interest payment period | 2 years | 2 years | |||||||||||||
Amortization period | 30 years | 30 years | |||||||||||||
Freddie Mac Utah Loans [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Non-recourse guaranty expiry threshold net worth | $ 15,000,000 | ||||||||||||||
Non-recourse guaranty expiry threshold liquidity. | 4,800,000 | ||||||||||||||
Utah Bridge Loan [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Non-recourse guaranty expiry threshold liquidity. | $ 3,000,000 | ||||||||||||||
KeyBank Bridge Loans [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Loan maturity date | Apr. 30, 2023 | ||||||||||||||
Extension fee | 0.35% | ||||||||||||||
Freddie Mac Cottonwood Loan [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Secured debt | $ 9,300,000 | ||||||||||||||
Freddie Mac Courtyard Loan [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Secured debt | $ 63,200,000 | ||||||||||||||
Debt term | 10 years | ||||||||||||||
Loan maturity date | [2] | Sep. 01, 2028 | |||||||||||||
Debt instrument, initial interest rate | 4.86% | 4.86% | [2] | ||||||||||||
Description of guarantees | 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, 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. | ||||||||||||||
Debt instrument, interest payment period | 4 years | 4 years | |||||||||||||
Amortization period | 30 years | 30 years | |||||||||||||
Freddie Mac Courtyard Loan [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Non-recourse guaranty expiry threshold net worth | $ 18,960,000 | ||||||||||||||
Non-recourse guaranty expiry threshold liquidity. | 6,320,000 | ||||||||||||||
Reduction in liquidity requirement | $ 3,000,000 | ||||||||||||||
Freddie Mac Courtyard Loan [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Non-recourse guaranty expiry threshold liquidity. | 1,500,000 | ||||||||||||||
Courtyard Bridge Loans [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Loan maturity date | Apr. 30, 2021 | Apr. 30, 2020 | |||||||||||||
Debt instrument, initial interest rate | 9.19% | ||||||||||||||
Non-recourse guaranty expiry threshold liquidity. | $ 4,800,000 | ||||||||||||||
Commitment fee percentage on loan principal outstanding | 0.50% | ||||||||||||||
Debt instrument, repayment description | 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 to 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. 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. | ||||||||||||||
Debt instrument, description of variable rate | 1-month SOFR plus 400 basis | ||||||||||||||
Percentage of net proceeds from certain capital events required to be applied | 100% | ||||||||||||||
Number of memory care units expected to be completed in property acquisition | Property | 23 | ||||||||||||||
KeyBank Bridge Loans Amendment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Loan maturity date | Apr. 30, 2024 | Apr. 30, 2022 | |||||||||||||
Commitment fee percentage on loan principal outstanding | 0.50% | ||||||||||||||
Repayment of loan | $ 1,000,000 | ||||||||||||||
KeyBank Bridge Loans Amendment [Member] | If Balance of Loans not Reduced to $20 Million within Six Months of Closing Fifth Amendment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Monthly fee | 0.05% | ||||||||||||||
KeyBank Bridge Loans Amendment [Member] | Principal Amount Monthly Payment, If Balance of Loans not Reduced to $20 Million by October 1, 2021 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Repayment of loan | $ 50,000 | ||||||||||||||
KeyBank Bridge Loans Amendment [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
EXR collateral ratio | 1.2 | ||||||||||||||
Total collateral ratio | 1 | ||||||||||||||
Courtyard Initial Bridge Loan [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Loan maturity date | [3] | Apr. 30, 2024 | |||||||||||||
Debt instrument, initial interest rate | [3] | 9.19% | |||||||||||||
Debt instrument, initial loan amount | $ 27,000,000 | ||||||||||||||
Courtyard Delayed Draw Commitment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Repayment of loan | $ 12,000,000 | ||||||||||||||
Courtyard Delayed Draw Commitment [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Delayed draw commitment, amount | $ 14,000,000 | ||||||||||||||
Fayetteville Property [Member] | JPM Mortgage Loan [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Secured debt | $ 29,500,000 | ||||||||||||||
Debt term | 7 years | ||||||||||||||
Loan maturity date | Jul. 01, 2024 | Jul. 01, 2024 | [4] | ||||||||||||
Debt instrument, initial interest rate | 4.20% | 4.20% | [4] | ||||||||||||
Loan prepayment period after written notice | 30 days | ||||||||||||||
Zero prepayment penalty period | 90 days | ||||||||||||||
Description of guarantees | We and H. Michael Schwartz, our Chairman of the board and a director (our “Chairman”), serve as non-recourse guarantors pursuant to the terms and conditions of the JPM Mortgage Loan. The non-recourse guaranty of our 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 million; and (2) liquidity (as defined in the agreement) equal to or greater than $3 million. | ||||||||||||||
Fayetteville Property [Member] | JPM Mortgage Loan [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Non-recourse guaranty expiry threshold net worth | $ 40,000,000 | ||||||||||||||
Non-recourse guaranty expiry threshold liquidity. | $ 3,000,000 | ||||||||||||||
Tallahassee Property [Member] | Freddie Mac Utah Loans [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Reduction in liquidity requirement | $ 3,000,000 | ||||||||||||||
[1] Represents the aggregate of three separate mortgage loans for the three senior housing properties acquired in Utah. Fixed rate debt with interest only payments due monthly for the first two years , then principal and interest on a 30 -year amortization schedule beginning March 2020. Fixed rate debt with interest only payments due monthly for the first four years , then principal and interest on a 30 -year amortization schedule beginning September 2022. The variable rate reflected in the table was the rate in effect as of June 30, 2023. Fixed rate debt with interest only payments due monthly and the principal balance due upon maturity. |
Debt - Future Principal Payment
Debt - Future Principal Payment Requirements on Outstanding Debt (Detail) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instruments [Abstract] | ||
2023 | $ 1,138,210 | |
2024 | 56,968,257 | |
2025 | 1,799,440 | |
2026 | 1,900,615 | |
2027 | 1,998,274 | |
2028 | 98,882,866 | |
Total payments | 162,687,662 | |
Debt issuance costs, net | (853,655) | $ (1,000,000) |
Total debt, net | $ 161,834,007 | $ 162,815,965 |
Preferred Equity in our Opera_2
Preferred Equity in our Operating Partnership - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | ||
Jun. 28, 2017 | Jun. 30, 2023 | Dec. 31, 2022 | |
Preferred Units [Line Items] | |||
Distribution description | The holders of Preferred Units accrue distributions at a rate of 9.0% per annum (the “Pay Rate”), payable monthly and calculated on an actual/360 day basis. Accumulated but unpaid distributions, if any, accrue at the Pay Rate. The preferred units of limited partnership interests in our Operating Partnership rank senior to all classes or series of partnership interests in our Operating Partnership and therefore, any cash we have to pay distributions otherwise may be used to pay distributions to the holder of such preferred units first. | ||
Distribution rate | 9% | ||
SAM Preferred Investor Limited Liability Company [Member] | |||
Preferred Units [Line Items] | |||
Preferred units outstanding value | $ 10.2 | $ 10.2 | |
Distributions payable on preferred units | $ 5.5 | $ 4.9 | |
SAM Preferred Investor Limited Liability Company [Member] | Unit Purchase Agreement [Member] | |||
Preferred Units [Line Items] | |||
Liquidation preference per Preferred Unit | $ 25 | ||
SAM Preferred Investor Limited Liability Company [Member] | Unit Purchase Agreement [Member] | Maximum [Member] | |||
Preferred Units [Line Items] | |||
Redeemable preferred equity | $ 12 | ||
Preferred investor received | 480,000 |
Segment Disclosures - Additiona
Segment Disclosures - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of reportable business segments | 2 |
Segment Disclosures - Summary o
Segment Disclosures - Summary of Reportable Segments (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 9,241,355 | $ 8,556,713 | $ 18,342,151 | $ 16,713,185 |
Property operating expenses | (6,309,836) | (5,811,623) | (12,698,782) | (11,652,725) |
Net operating income | 2,931,519 | 2,745,090 | 5,643,369 | 5,060,460 |
Property operating expenses – affiliates | 618,620 | 608,516 | 1,234,484 | 1,208,875 |
General and administrative | 748,887 | 405,756 | 1,250,637 | 779,757 |
Depreciation | 1,747,497 | 1,844,244 | 3,533,765 | 3,675,253 |
Interest expense | 2,243,495 | 1,990,145 | 4,452,445 | 3,943,653 |
Interest expense – debt issuance costs | 80,214 | 95,082 | 160,428 | 190,163 |
Loss on extinguishment of debt | 1,985,602 | |||
Gain on sale of real estate, net | (12,101,937) | |||
Other income (loss) | (58,861) | (12,001) | (59,808) | (581,469) |
Net income (loss) | (2,448,333) | (2,186,652) | (4,928,582) | 5,960,563 |
Student Housing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 1,186,239 | 1,055,296 | 2,403,190 | 2,253,206 |
Senior Housing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 8,055,116 | 7,501,417 | 15,938,961 | 14,459,979 |
Operating Segments [Member] | Student Housing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Property operating expenses | (595,807) | (535,597) | (1,246,210) | (1,163,505) |
Net operating income | 590,431 | 519,699 | 1,156,979 | 1,089,701 |
Property operating expenses – affiliates | 123,593 | 122,442 | 247,689 | 244,823 |
Depreciation | 344,741 | 457,378 | 688,981 | 913,125 |
Interest expense | 309,750 | 309,750 | 619,500 | 619,501 |
Interest expense – debt issuance costs | 14,140 | 14,139 | 28,280 | 28,278 |
Loss on extinguishment of debt | 1,985,602 | |||
Gain on sale of real estate, net | (12,101,937) | |||
Net income (loss) | (201,793) | (384,010) | (427,471) | 9,400,309 |
Operating Segments [Member] | Senior Housing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Property operating expenses | (5,714,029) | (5,276,026) | (11,452,572) | (10,489,220) |
Net operating income | 2,341,088 | 2,225,391 | 4,486,390 | 3,970,759 |
Property operating expenses – affiliates | 495,027 | 486,074 | 986,795 | 964,052 |
Depreciation | 1,398,651 | 1,382,986 | 2,835,322 | 2,754,369 |
Interest expense | 1,933,745 | 1,680,395 | 3,832,945 | 3,324,152 |
Interest expense – debt issuance costs | 66,074 | 80,943 | 132,148 | 161,885 |
Other income (loss) | 251 | (446) | 331 | |
Net income (loss) | (1,552,409) | (1,405,258) | (3,300,374) | (3,234,030) |
Corporate and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
General and administrative | 748,887 | 405,756 | 1,250,637 | 779,757 |
Depreciation | 4,105 | 3,880 | 9,462 | 7,759 |
Other income (loss) | (58,861) | (12,252) | (59,362) | (581,800) |
Net income (loss) | 694,131 | 397,384 | 1,200,737 | 205,716 |
Leasing and Leasing Related Revenues [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 9,121,183 | 8,348,901 | 18,006,055 | 16,340,257 |
Leasing and Leasing Related Revenues [Member] | Operating Segments [Member] | Student Housing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 1,186,238 | 1,055,296 | 2,403,189 | 2,253,206 |
Leasing and Leasing Related Revenues [Member] | Operating Segments [Member] | Senior Housing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 7,934,945 | 7,293,605 | 15,602,866 | 14,087,051 |
Other Revenues [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 120,172 | 207,812 | 336,096 | 372,928 |
Other Revenues [Member] | Operating Segments [Member] | Senior Housing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 120,172 | $ 207,812 | $ 336,096 | $ 372,928 |
Segment Disclosures - Summary_2
Segment Disclosures - Summary of Total Assets by Segment (Detail) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 205,827,962 | $ 210,454,098 |
Operating Segments [Member] | Student Housing [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 45,002,121 | 45,184,980 |
Operating Segments [Member] | Senior Housing [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 153,959,234 | 155,404,239 |
Corporate and Other [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 6,866,607 | $ 9,864,879 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Feb. 09, 2022 USD ($) Asset | Apr. 17, 2020 | Jul. 10, 2019 USD ($) | May 01, 2018 | Jan. 31, 2022 USD ($) | Oct. 31, 2018 USD ($) | Mar. 31, 2020 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2020 USD ($) | Sep. 06, 2018 | |
Related Party Transaction [Line Items] | |||||||||||
Dealer manager agreement termination notice period | 60 days | ||||||||||
Dealer manager agreement termination date | Jun. 16, 2020 | ||||||||||
Maximum period for reimbursement of offering expenses | 60 days | ||||||||||
Reduction in due to affiliates | $ (1,217,667) | $ (178,090) | |||||||||
Public offering termination date | May 01, 2021 | ||||||||||
Distributions of capital from equity method investments | $ 979,131 | ||||||||||
Power 5 Conference Student Housing [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Beneficial interest percentage | 1.40% | ||||||||||
Distributions of capital from equity method investments | $ 1,000,000 | ||||||||||
Proceeds from issuance of preferred units in operating partnership | $ 800,000 | ||||||||||
Number of student housing assets sold | Asset | 2 | ||||||||||
Gain (loss) on sale of equity method investments | $ 600,000 | ||||||||||
Advisory Agreements [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Gross proceeds from offering, threshold percentage of expenses for reimbursement | 15% | ||||||||||
Acquisition fee as percentage of contract purchase price | 1.75% | ||||||||||
Monthly asset management fee | 0.05208% | ||||||||||
Monthly asset management fee one twelfth of less than one percentage of average invested assets | one twelfth of 0.625% | ||||||||||
Increase in monthly asset management fee | 0.06667% | ||||||||||
Increase in monthly asset management fee one twelfth of less than one percentage of average invested assets | one twelfth of 0.8% | ||||||||||
Operating expenses reimbursement percentage of average investment in assets | 2% | ||||||||||
Operating expenses reimbursement percentage of net income | 25% | ||||||||||
Operating expenses exceed limitation | 12 months | ||||||||||
Maximum days for disclosure fact | 60 days | ||||||||||
Advisory Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Acquisition fee as percentage of contract purchase price | 1% | ||||||||||
Percentage of cumulative non-compounded annual return on invested capital to shareholders distributions | 6% | ||||||||||
Additional Percentage Of Cumulative Non Compounded Annual Return On Invested Capital To Shareholders Distributions | 13% | ||||||||||
Additional Acquisition Fee As Percentage Of Contract Purchase Price | 2% | ||||||||||
Disposition fees percentage of sale price of property | 1% | ||||||||||
Percentage of competitive real estate commission | 50% | ||||||||||
Advisory Agreement [Member] | Talhasee Property | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Disposition fee | $ 250,000 | ||||||||||
Select Capital Corporation (Dealer Manager) [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Reduction in due to affiliates | $ 0 | ||||||||||
Underwriting compensation | 10% | ||||||||||
Percentage of non-voting equity interest | 15% | ||||||||||
Percentage owned by affiliate in advisor | 2.50% | ||||||||||
Property Managers [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Property Managers fee percentage description | We pay our Property Manager an oversight fee equal to 1% of the gross revenues attributable to such properties; provided, however, that our Property Manager will receive an oversight fee equal to 1.5% of the gross revenues attributable to any senior housing property other than such properties that are leased to third party tenants under triple-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. | ||||||||||
Percentage of oversight fee equal to gross revenues | 1% | ||||||||||
Property Managers [Member] | Senior Housing Properties [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of oversight fee equal to gross revenues | 1.50% | ||||||||||
Advisor Funding Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum period for reimbursement of offering cost | 60 days | 60 days | |||||||||
Maximum period for reimbursement of offering expenses | 60 days | 60 days | |||||||||
Primary Offering And Termination of Dealer Manager [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Reduction in due to affiliates | $ 600,000 | ||||||||||
Primary Offering Dealer Manager Agreement [Member] | Select Capital Corporation (Dealer Manager) [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Underwriting compensation | 10% | ||||||||||
Minimum [Member] | Advisor Funding Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of organization and offering expenses funded by our advisor | 1% | 1% | |||||||||
Minimum [Member] | Primary Offering And Termination of Dealer Manager [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of receivable from advisor for organization and offering expenses incurred | 1% | ||||||||||
Underwriting compensation | 10% | ||||||||||
Maximum [Member] | Advisor Funding Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of organization and offering expenses funded by our advisor | 1% | 1% | |||||||||
Class W Common Stock [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Reimbursement of offering cost rate | 1% | ||||||||||
Class W Common Stock [Member] | Advisory Agreements [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Reimbursement of offering cost rate | 1% | ||||||||||
Class Y and Z Common Stock [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Gross proceeds from issuance of common stock | $ 11,900,000 | ||||||||||
Sales commissions and dealer manager fees | 800,000 | ||||||||||
Organization and offering expenses | $ 800,000 | ||||||||||
Class Y and Z Common Stock [Member] | Advisor Funding Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Reimbursement of offering cost rate | 1% | ||||||||||
Class Y and Z Common Stock [Member] | Minimum [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of organization and offering expenses funded by our advisor | 1% | ||||||||||
Class Y and Z Common Stock [Member] | Minimum [Member] | Primary Offering And Termination of Dealer Manager [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of organization and offering expenses expected at termination of public offering | 1% | ||||||||||
Class Y Common Stock [Member] | Primary Offering [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Estimation of organization and offering expenses for sale of stock | 1% | ||||||||||
Gross proceeds from issuance of common stock | $ 250,000,000 | ||||||||||
Class Y Common Stock [Member] | Select Capital Corporation (Dealer Manager) [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sale commission fees percentage of proceed from Primary Offering | 3% | 3% | |||||||||
Dealer manager fees percentage of proceed from sales in primary portion of offering | 3% | 3% | |||||||||
Class Z Common Stock [Member] | Primary Offering [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Estimation of organization and offering expenses for sale of stock | 1% | ||||||||||
Class A Common Stock [Member] | Select Capital Corporation (Dealer Manager) [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sale commission fees percentage of proceed from Primary Offering | 6% | ||||||||||
Maximum dealer manager fee percentage of proceeds from sales in Primary Private Offering | 3% | ||||||||||
Class T Common Stock [Member] | Select Capital Corporation (Dealer Manager) [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sale commission fees percentage of proceed from Primary Offering | 3% | ||||||||||
Maximum dealer manager fee percentage of proceeds from sales in Primary Private Offering | 3% | ||||||||||
Class T and Y Common Stock [Member] | Additional Paid in Capital Selling Commissions [Member] | Select Capital Corporation (Dealer Manager) [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Monthly stockholder servicing fee accrual description | accrued daily in an amount equal to 1/365th of 1% of the purchase price per share | ||||||||||
Class W and Z Common Stock [Member] | Additional Paid in Capital Selling Commissions [Member] | Select Capital Corporation (Dealer Manager) [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Monthly stockholder servicing fee accrual description | accrued daily in an amount equal to 1/365th of 0.5% of the purchase price per share | ||||||||||
Class W or Z Common Stock [Member] | Select Capital Corporation (Dealer Manager) [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Servicing fee percentage | 9% |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Costs - Related Party Transactions (Detail) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Related party costs, Incurred | $ 1,567,668 | $ 3,243,868 |
Related party costs, Paid | 350,000 | 1,840,480 |
Related party costs, Payable | 14,301,755 | 13,084,087 |
Operating Expenses Including Organizational Costs [Member] | ||
Related Party Transaction [Line Items] | ||
Related party costs, Incurred | 274,156 | 453,432 |
Related party costs, Paid | 136,589 | 453,432 |
Related party costs, Payable | 137,567 | |
Transfer Agent Expenses [Member] | ||
Related Party Transaction [Line Items] | ||
Related party costs, Incurred | 59,028 | 103,782 |
Related party costs, Paid | 30,306 | 103,782 |
Related party costs, Payable | 28,722 | |
Asset Management Fees [Member] | ||
Related Party Transaction [Line Items] | ||
Related party costs, Incurred | 972,009 | 1,942,698 |
Related party costs, Paid | 183,105 | 1,033,266 |
Related party costs, Payable | 9,622,322 | 8,833,418 |
Property Management Oversight Fees [Member] | ||
Related Party Transaction [Line Items] | ||
Related party costs, Incurred | 262,475 | 493,956 |
Related party costs, Payable | 2,366,263 | 2,103,788 |
Disposition Fee [Member] | ||
Related Party Transaction [Line Items] | ||
Related party costs, Incurred | 250,000 | |
Related party costs, Paid | 250,000 | |
Acquisition Expenses-Affiliates Capitalized [Member] | ||
Related Party Transaction [Line Items] | ||
Related party costs, Payable | 1,980,000 | 1,980,000 |
Additional Paid-in Capital Offering Costs [Member] | ||
Related Party Transaction [Line Items] | ||
Related party costs, Payable | $ 166,881 | $ 166,881 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Line Items] | ||
Redemption of shares in value | $ 0 | $ 0 |
Common Stock Redeemed [Member] | ||
Commitments and Contingencies [Line Items] | ||
Redemption of shares | 0 | |
Public Offering Distribution Reinvestment Plan [Member] | Class A Common Stock [Member] | ||
Commitments and Contingencies [Line Items] | ||
Purchase price per share | $ 9.30 | |
Public Offering Distribution Reinvestment Plan [Member] | Class T Common Stock [Member] | ||
Commitments and Contingencies [Line Items] | ||
Purchase price per share | 9.30 | |
Public Offering Distribution Reinvestment Plan [Member] | Class W Common Stock [Member] | ||
Commitments and Contingencies [Line Items] | ||
Purchase price per share | 9.30 | |
Public Offering Distribution Reinvestment Plan [Member] | Class Y Common Stock [Member] | ||
Commitments and Contingencies [Line Items] | ||
Purchase price per share | 9.30 | |
Public Offering Distribution Reinvestment Plan [Member] | Class Z Common Stock [Member] | ||
Commitments and Contingencies [Line Items] | ||
Purchase price per share | $ 9.30 | |
Distribution Reinvestment Plan [Member] | ||
Commitments and Contingencies [Line Items] | ||
Sales commissions or dealer manager fees payable | $ 0 | |
Amendment, suspension or termination period for distribution reinvestment plan | 10 days | |
Distributions reinvestment | $ 0 | |
Public Offering Share Redemption Program [Member] | ||
Commitments and Contingencies [Line Items] | ||
Maximum weighted average number of shares outstanding percentage | 5% | |
Operating Partnership Redemption Rights [Member] | ||
Commitments and Contingencies [Line Items] | ||
Number of shares issuable upon conversion of partnership units | 1 | |
Requisite minimum outstanding period for conversion eligibility | 1 year | |
Minimum [Member] | Public Offering Share Redemption Program [Member] | ||
Commitments and Contingencies [Line Items] | ||
Shareholders share holding period | 1 year | |
Asset Campus Housing [Member] | ||
Commitments and Contingencies [Line Items] | ||
Property Managers fee percentage description | we pay a monthly management fee, plus reimbursement of amounts reasonably incurred in managing the property, such as employee compensation, marketing costs and certain third-party administrative costs. | |
Construction management fee description | In certain instances, we pay a construction management fee for certain construction management services. | |
Property management agreements term | 1 year | |
Property management agreements extension term | 1 year | |
Property management notice period | 30 days | |
Senior Living LLC [Member] | ||
Commitments and Contingencies [Line Items] | ||
Property Managers fee percentage description | 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. | |
Construction management fee description | In certain instances, we may pay a construction management fee for certain construction management services. | |
Property management agreements extension term | 1 year | |
Property management notice period | 180 days | |
Senior Living LLC [Member] | Minimum [Member] | ||
Commitments and Contingencies [Line Items] | ||
Property management agreements term | 3 years | |
Senior Living LLC [Member] | Maximum [Member] | ||
Commitments and Contingencies [Line Items] | ||
Property management agreements term | 5 years |