Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 06, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | ck0001698538 | |
Entity Registrant Name | Strategic Student & Senior Housing Trust, Inc. | |
Entity Central Index Key | 0001698538 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | true | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 11,300,000 | |
Class T Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 59,000 | |
Class W Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 72,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Real estate facilities: | ||
Land | $ 20,688,000 | $ 20,688,000 |
Buildings | 222,056,659 | 221,716,391 |
Site improvements | 3,686,917 | 3,685,000 |
Furniture, fixtures and equipment | 10,037,732 | 9,953,212 |
Real estate facilities, gross | 256,469,308 | 256,042,603 |
Accumulated depreciation | (9,135,901) | (7,153,132) |
Real estate investment property net excluding construction in process | 247,333,407 | 248,889,471 |
Construction in process | 4,180,805 | 2,333,331 |
Real estate facilities, net | 251,514,212 | 251,222,802 |
Cash and cash equivalents | 8,485,785 | 8,159,408 |
Restricted cash | 3,470,545 | 3,113,203 |
Other assets | 3,517,818 | 3,745,094 |
Intangible assets, net | 9,892,035 | 11,729,108 |
Total assets | 276,880,395 | 277,969,615 |
LIABILITIES AND EQUITY | ||
Debt, net | 205,645,795 | 203,735,898 |
Accounts payable and accrued liabilities | 4,021,936 | 4,027,720 |
Due to affiliates | 5,369,082 | 4,237,666 |
Distributions payable | 1,155,365 | 908,046 |
Total liabilities | 216,192,178 | 212,909,330 |
Commitments and contingencies (Note 8) | ||
Redeemable common stock | 3,176,705 | 2,659,654 |
Preferred equity in our Operating Partnership | 10,107,357 | 10,095,708 |
Strategic Student & Senior Housing Trust, Inc. equity: | ||
Preferred stock, $0.001 par value; 200,000,000 shares authorized; none issued and outstanding at March 31, 2019 and December 31, 2018 | ||
Additional paid-in capital | 85,111,705 | 83,533,060 |
Distributions | (9,708,319) | (7,981,638) |
Accumulated deficit | (27,004,459) | (22,263,678) |
Total Strategic Student & Senior Housing Trust, Inc. equity | 48,410,385 | 53,298,946 |
Noncontrolling interests in our Operating Partnership | (1,006,230) | (994,023) |
Total equity | 47,404,155 | 52,304,923 |
Total liabilities and equity | 276,880,395 | 277,969,615 |
Class A Common Stock [Member] | ||
Strategic Student & Senior Housing Trust, Inc. equity: | ||
Common stock | 11,339 | 11,122 |
Class T Common Stock [Member] | ||
Strategic Student & Senior Housing Trust, Inc. equity: | ||
Common stock | 52 | 36 |
Class W Common Stock [Member] | ||
Strategic Student & Senior Housing Trust, Inc. equity: | ||
Common stock | $ 67 | $ 44 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
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 | 315,000,000 | 315,000,000 |
Common stock, shares issued | 11,339,061 | 11,122,135 |
Common stock, shares outstanding | 11,339,061 | 11,122,135 |
Class T Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 315,000,000 | 315,000,000 |
Common stock, shares issued | 52,019 | 36,299 |
Common stock, shares outstanding | 52,019 | 36,299 |
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 | 67,052 | 43,996 |
Common stock, shares outstanding | 67,052 | 43,996 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues: | ||
Total revenues | $ 8,381,328 | $ 3,561,436 |
Operating expenses: | ||
Property operating expenses | 4,998,440 | 1,657,892 |
Property operating expenses – affiliates | 690,927 | 111,682 |
General and administrative | 608,205 | 337,082 |
Depreciation | 1,982,769 | 1,019,870 |
Intangible amortization expense | 1,837,073 | 1,973,608 |
Acquisition expenses – affiliates | 55,974 | |
Other property acquisition expenses | 164,927 | |
Total operating expenses | 10,117,414 | 5,321,035 |
Operating loss | (1,736,086) | (1,759,599) |
Other income (expense): | ||
Interest expense | (2,585,597) | (903,182) |
Interest expense – debt issuance costs | (197,573) | (78,537) |
Other | 18,847 | 7,698 |
Net loss | (4,500,409) | (2,733,620) |
Less: Distributions to preferred unitholders in our Operating Partnership | (238,240) | |
Less: Accretion of preferred equity costs | (11,649) | |
Net loss attributable to the noncontrolling interests in our Operating Partnership | 9,517 | 7,275 |
Net loss attributable to Strategic Student & Senior Housing Trust, Inc. common stockholders | (4,740,781) | (2,726,345) |
Student Housing [Member] | ||
Revenues: | ||
Total revenues | 2,023,952 | 2,293,714 |
Operating expenses: | ||
Property operating expenses | 985,000 | 923,181 |
Property operating expenses – affiliates | 238,249 | 86,182 |
Depreciation | 823,049 | 808,228 |
Intangible amortization expense | 1,615,800 | |
Other income (expense): | ||
Interest expense | (535,350) | (535,350) |
Interest expense – debt issuance costs | (26,496) | (17,031) |
Other | 2,001 | |
Net loss | (582,191) | (1,692,058) |
Senior Housing [Member] | ||
Revenues: | ||
Total revenues | 6,357,376 | 1,267,722 |
Operating expenses: | ||
Property operating expenses | 4,013,440 | 734,711 |
Property operating expenses – affiliates | 452,678 | 25,500 |
Depreciation | 1,156,782 | 211,642 |
Intangible amortization expense | 1,837,073 | 357,808 |
Acquisition expenses – affiliates | 55,974 | |
Other property acquisition expenses | 164,927 | |
Other income (expense): | ||
Interest expense | (2,050,247) | (367,832) |
Interest expense – debt issuance costs | (171,077) | (61,506) |
Other | (962) | |
Net loss | $ (3,324,883) | $ (712,178) |
Class A Common Stock [Member] | ||
Other income (expense): | ||
Net loss per share – basic and diluted | $ (0.42) | $ (0.28) |
Weighted average shares outstanding – basic and diluted | 11,211,762 | 9,705,067 |
Class T Common Stock [Member] | ||
Other income (expense): | ||
Net loss per share – basic and diluted | $ (0.42) | |
Weighted average shares outstanding – basic and diluted | 39,480 | |
Class W Common Stock [Member] | ||
Other income (expense): | ||
Net loss per share – basic and diluted | $ (0.42) | |
Weighted average shares outstanding – basic and diluted | 62,657 |
Consolidated Statement of Equit
Consolidated Statement of Equity - USD ($) | Total | Common Stock Class A [Member] | Common Stock Class T [Member] | Common Stock Class W [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, 2017 | $ 60,255,483 | $ 8,948 | $ 68,799,264 | $ (1,379,950) | $ (6,233,945) | $ 61,194,317 | $ (938,834) | $ 303,844 | |||
Beginning Balance, shares at Dec. 31, 2017 | 8,948,551 | ||||||||||
Gross proceeds from issuance of common stock | 15,740,030 | $ 1,734 | 15,738,296 | 15,740,030 | |||||||
Gross proceeds from issuance of common stock, shares | 1,733,591 | ||||||||||
Offering costs | (1,395,269) | (1,395,269) | (1,395,269) | ||||||||
Changes to redeemable common stock | (531,268) | (531,268) | (531,268) | 531,268 | |||||||
Distributions | (1,482,380) | (1,482,380) | (1,482,380) | ||||||||
Distributions to noncontrolling interests | (3,907) | (3,907) | |||||||||
Issuance of shares for distribution reinvestment plan | 531,268 | $ 61 | 531,207 | 531,268 | |||||||
Issuance of shares for distribution reinvestment plan (in shares) | 60,516 | ||||||||||
Net loss attributable to Strategic Student & Senior Housing Trust, Inc. | (2,726,345) | (2,726,345) | (2,726,345) | ||||||||
Net loss attributable to the noncontrolling interests | (7,275) | (7,275) | |||||||||
Ending Balance at Mar. 31, 2018 | 70,380,337 | $ 10,743 | 83,142,230 | (2,862,330) | (8,960,290) | 71,330,353 | (950,016) | 835,112 | |||
Ending Balance, shares at Mar. 31, 2018 | 10,742,658 | ||||||||||
Beginning Balance at Dec. 31, 2018 | 52,304,923 | $ 11,122 | $ 36 | $ 44 | 83,533,060 | (7,981,638) | (22,263,678) | 53,298,946 | (994,023) | $ 10,095,708 | 2,659,654 |
Beginning Balance, shares at Dec. 31, 2018 | 11,122,135 | 36,299 | 43,996 | ||||||||
Gross proceeds from issuance of common stock | 1,993,382 | $ 160 | $ 16 | $ 23 | 1,993,183 | 1,993,382 | |||||
Gross proceeds from issuance of common stock, shares | 159,655 | 15,500 | 22,872 | ||||||||
Offering costs | (425,357) | (425,357) | (425,357) | ||||||||
Reimbursement of offering costs by Advisor | 6,470 | 6,470 | 6,470 | ||||||||
Changes to redeemable common stock | (565,651) | (565,651) | (565,651) | 565,651 | |||||||
Redemptions of common stock | (48,600) | ||||||||||
Distributions | (1,726,681) | (1,726,681) | (1,726,681) | ||||||||
Distributions to noncontrolling interests | (2,690) | (2,690) | |||||||||
Distributions to preferred unitholders in our Operating Partnership | (238,240) | ||||||||||
Issuance of shares for distribution reinvestment plan | 565,651 | $ 57 | 565,594 | 565,651 | |||||||
Issuance of shares for distribution reinvestment plan (in shares) | 57,271 | 220 | 184 | ||||||||
Stock based compensation expense | 4,406 | 4,406 | 4,406 | ||||||||
Net loss attributable to Strategic Student & Senior Housing Trust, Inc. | (4,740,781) | (4,740,781) | (4,740,781) | 238,240 | |||||||
Net loss attributable to the noncontrolling interests | (9,517) | (9,517) | |||||||||
Accretion of non-cash preferred equity issuance costs | 11,649 | ||||||||||
Ending Balance at Mar. 31, 2019 | $ 47,404,155 | $ 11,339 | $ 52 | $ 67 | $ 85,111,705 | $ (9,708,319) | $ (27,004,459) | $ 48,410,385 | $ (1,006,230) | $ 10,107,357 | $ 3,176,705 |
Ending Balance, shares at Mar. 31, 2019 | 11,339,061 | 52,019 | 67,052 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (4,500,409) | $ (2,733,620) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 4,017,415 | 3,072,015 |
Increase (decrease) in cash, cash equivalents, and restricted cash from changes in assets and liabilities: | ||
Other assets | 188,449 | (322,035) |
Accounts payable and accrued liabilities | 146,034 | 632,733 |
Due to affiliates | 959,064 | (165,096) |
Net cash provided by operating activities | 810,553 | 483,997 |
Cash flows from investing activities: | ||
Purchase of real estate | (78,830,878) | |
Additions to real estate | (2,613,127) | (92,249) |
Net cash used in investing activities | (2,613,127) | (78,923,127) |
Cash flows from financing activities: | ||
Proceeds from issuance of non-revolving mortgage debt | 46,905,000 | |
Proceeds from issuance of KeyBank Bridge Loans | 1,980,368 | 24,500,000 |
Principal payments of KeyBank Bridge Loans | (6,026,593) | |
Debt issuance costs | (70,496) | (876,450) |
Gross proceeds from issuance of common stock | 1,919,474 | 15,512,031 |
Redemptions of common stock | (15,300) | |
Offering costs | (173,112) | (1,413,790) |
Distributions paid to common stockholders | (1,151,951) | (867,806) |
Distributions paid to Operating Partnership unitholders | (2,690) | |
Net cash provided by financing activities | 2,486,293 | 77,732,392 |
Net change in cash, cash equivalents, and restricted cash | 683,719 | (706,738) |
Cash, cash equivalents, and restricted cash, beginning of period | 11,272,611 | 10,371,998 |
Cash, cash equivalents, and restricted cash, end of period | 11,956,330 | 9,665,260 |
Supplemental disclosures and non-cash transactions: | ||
Cash paid for interest | 2,573,761 | 445,144 |
Interest capitalized | 30,029 | |
Debt issuance costs included in due to affiliates | 289,735 | |
Additions to debt issuance costs included in accounts payable and accrued liabilities | 135,000 | |
Deposits applied to purchase of real estate | 1,000,000 | |
Acquisition costs included in due to affiliates | 370,000 | |
Additions to real estate facilities included in accounts payable and accrued liabilities | 805,263 | |
Proceeds from issuance of common stock previously in accounts payable and accrued liabilities | 73,900 | 228,000 |
Offering costs included in accounts payable and accrued liabilities or due to affiliates | 241,360 | 497,988 |
Distributions payable | 837,693 | 551,062 |
Redemptions of common stock included in accounts payable and accrued liabilities | 48,600 | |
Issuance of shares pursuant to distribution reinvestment plan | $ 565,651 | $ 531,268 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2019 | |
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. 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, 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 $93 million from the issuance of approximately 10.8 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 Securities and Exchange Commission (“SEC”). The Registration Statement registered up to $1.0 billion in shares of common stock for sale to the public (the “Primary Offering”) consisting of three classes of shares — Class A shares for $10.33 per share (up to $450 million in shares), Class T shares for $10.00 per share (up to $450 million in shares), and Class W shares for $9.40 per share (up to $100 million in shares) — 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”) at $9.81 per share for Class A shares, $9.50 per share for Class T shares and $9.40 per share for Class W shares. Concurrently with our Registration Statement being declared effective, we filed articles of amendment to our Charter (the “Articles of Amendment”) and articles supplementary to our Charter (the “Articles Supplementary”). As a result of filing the Articles of Amendment and the Articles Supplementary, all shares issued in our Private Offering were redesignated as Class A shares and the remaining shares were reclassified such that we now have 315,000,000 shares classified as Class A shares, 315,000,000 shares classified as Class T shares and 70,000,000 shares classified as Class W shares. As of March 31, 2019, we had sold approximately 286,000 Class A shares, approximately 52,000 Class T shares, and approximately 67,000 Class W shares for gross offering proceeds of approximately $4.0 million in our Public Offering. While the Company was formed on October 4, 2016, no formal operations commenced until our acquisition of a property in Fayetteville, Arkansas (the “Fayetteville Property”) on June 28, 2017 and, therefore, there were no revenues or expenses prior thereto. As of March 31, 2019, we owned (i) two student housing properties, (ii) four senior housing properties, (iii) an approximately 2.6% beneficial interest in Reno Student Housing, DST, a Delaware Statutory Trust (DST) that owns a student housing property (“Reno Student Housing”), and (iv) an approximately 1.4% beneficial interest in Power 5 Conference Student Housing I, DST, a DST that owns two student housing properties (“Power 5 Conference Student Housing”). 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 agreed to acquire a limited partnership interest in our Operating Partnership for $1,000 (111.11 partnership units) and we agreed to contribute 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 the student housing and senior housing properties that we acquire. As of March 31, 2019, 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 also Note 5 – Preferred Equity in our Operating Partnership. SmartStop Asset Management, LLC, a Delaware limited liability company organized in 2013 (our “Sponsor”), is the sponsor of our Public Offering of shares of our common stock. Our Sponsor is a company focused on providing real estate advisory, asset management, and property management services. As of March 31, 2019, our Sponsor owns 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. 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 an advisory agreement we entered into with our Advisor on January 27, 2017 (our “Private Offering Advisory Agreement”) which, in connection with our Public Offering, we amended and restated on May 1, 2018 and further amended on September 6, 2018 (as amended, our “Advisory Agreement”). The majority of the officers of our Advisor are also officers of us and our Sponsor. 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 expect that we will enter into property management agreements directly with third party property managers and that our Property Manager will provide oversight services with respect to such third party property managers. Please see Note 7 – Related Party Transactions for additional detail. The Fayetteville Property and our property in Tallahassee, Florida (the “Tallahassee Property”) are managed by Asset Campus Housing (“ACH”), a third-party student housing property manager. Three of our senior housing properties are managed by MSL Community Management LLC, an affiliate of MBK Senior Living LLC (“MBK”). Our fourth senior housing property is managed by Integral Senior Living, LLC (“ISL”). Please see Note 8 – Commitments and Contingencies for additional detail. Our dealer manager is Select Capital Corporation, a California corporation (our “Dealer Manager”). On January 27, 2017, we executed a dealer manager agreement (as amended, the “Private Offering Dealer Manager Agreement”) with our Dealer Manager with respect to the Private Offering. The Private Offering Dealer Manager Agreement terminated at the closing of our Private Offering. We executed a similar dealer manager agreement (the “Dealer Manager Agreement”) with our Dealer Manager with respect to the Public Offering on May 1, 2018. Our Dealer Manager was responsible for marketing our shares offered pursuant to our Primary Private Offering and is now similarly responsible for our Primary Offering. Our Sponsor owns, through a wholly-owned limited liability company, a 15% non-voting equity interest in our Dealer Manager. Affiliates of our Dealer Manager own a 2.5% non-voting membership interest in our Advisor, which they acquired on January 1, 2018. Our Sponsor owns 100% of the membership interests of Strategic Transfer Agent Services, LLC, our transfer agent (our “Transfer Agent”). On May 1, 2018, the Company executed a transfer agent agreement (the “Transfer Agent Agreement”), with our Transfer Agent. Our Transfer Agent provides transfer agent and registrar services to us that are substantially similar to what a third party transfer agent would provide in the ordinary course of performing its functions as a transfer agent. Our Transfer Agent may retain and supervise third party vendors in its efforts to administer certain services. Prior to May 1, 2018, our Advisor processed subscription agreements and provided other stockholder and investor relations services on our behalf. As we accept subscriptions for shares of our common stock, we transfer all of the net offering proceeds to our Operating Partnership as capital contributions in exchange for additional units of interest in our Operating Partnership. However, we will be deemed to have made capital contributions in the amount of gross proceeds received from investors, and our Operating Partnership will be deemed to have simultaneously paid the sales commissions and other costs associated with the Offering. In addition, our Operating Partnership is structured to make distributions with respect to limited partnership units that are equivalent to the distributions we make to stockholders. Finally, a limited partner in our Operating Partnership may later exchange his or her limited partnership units in our Operating Partnership for shares of our common stock at any time after one year following the date of issuance of their limited partnership units, subject to certain restrictions outlined in the limited partnership agreement of our Operating Partnership, which was amended in connection with the Public Offering (the “Operating Partnership Agreement”). Our Advisor is prohibited from exchanging or otherwise transferring its limited partnership units so long as it is acting as our Advisor pursuant to our Advisory Agreement. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
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. Reclassifications Certain amounts previously reported in our 2018 financial statements have been reclassified to conform to the fiscal 2019 presentation. 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 significant 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 March 31, 2019, we had not entered into other contracts/interests that would be deemed to be variable interests in a VIE other than two investments of approximately 2.6% and 1.4% of beneficial interests in two DSTs that own student housing properties, which are accounted for under the equity method of accounting. Please see Note 7 – Related Party Transactions for additional detail. Other than the aforementioned equity method investments, we do not currently have any relationships with unconsolidated entities or financial partnerships. 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, are consolidated by the Company and the limited partner interest is reflected as a noncontrolling interest in the accompanying consolidated balance sheets. The noncontrolling interest shall be attributed its share of income and losses, even if that attribution results in a deficit noncontrolling interest balance. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management will adjust such estimates when facts and circumstances dictate. Actual results could materially differ from those estimates. The most significant estimates made include the allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed at relative fair value, the determination if certain entities should be consolidated, the evaluation of potential impairment of long-lived assets, and the estimated useful lives of real estate assets and intangibles. Cash and Cash Equivalents We consider all short-term, highly liquid investments that are readily convertible to cash with a maturity of three months or less at the time of purchase to be cash equivalents. We may maintain cash and cash equivalents in financial institutions in excess of insured limits, but believe this risk will be mitigated by only investing in or through high quality financial institutions. Restricted Cash Restricted cash consists primarily of impound reserve accounts for property taxes, insurance, and construction reserves 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 recorded none and approximately $6.5 million in intangible assets to recognize the value of in-place leases related to our acquisitions during the three months ended March 31, 2019 and 2018, respectively. We do not expect to have intangible assets for the value of tenant relationships. Acquisitions of portfolios of properties are allocated to the individual properties based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates which take into account the relative size, age, and location of the individual property along with current and projected occupancy and rental rate levels or appraised values, 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. During the three months ended March 31, 2019 and 2018, our acquisitions have not met the definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. As a result, once an acquisition is deemed probable, transaction costs are capitalized rather than expensed. During the three months ended March 31, 2018, we acquired three properties that did not meet the definition of a business, and we capitalized approximately $1.7 million of acquisition-related transaction costs. During the three months ended March 31, 2019, we did not incur any acquisition-related transaction costs. During the three months ended March 31, 2018, we expensed approximately $0.2 million of acquisition-related transaction costs which did not meet our capitalization criteria. Evaluation of Possible Impairment of Long-Lived Assets Management monitors events and changes in circumstances that could indicate that the carrying amounts of our long-lived assets, including any that may be held through joint ventures, may not be recoverable. When indicators of potential impairment are present that indicate that the carrying amounts of the assets may not be recoverable, we will assess the recoverability of the assets by determining whether the carrying value of the long-lived assets will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying value, we will adjust the value of the long-lived assets to the fair value and recognize an impairment loss. Revenue Recognition and Accounts Receivable In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” (“ASU 2014-09”) as ASC Topic 606. The objective of ASU 2014-09 was to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and superseded most of the existing revenue recognition guidance, including industry-specific guidance. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC. We adopted ASU 2014-09 on January 1, 2018 using the modified retrospective approach and its adoption did not have a material impact on our consolidated financial statements. Our student housing properties are typically leased by the bed with fixed terms on an individual lease basis, often with parental guarantees. Substantially all of our leases coincide with each university’s particular academic year but generally commence in August and terminate in July. We bill residents on a monthly basis, which is generally due at the beginning of the month. Residents have access to their units along with the property’s respective 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 guidance in ASU 2014-09. The revenues derived from our leases are accounted for pursuant to ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 does not fundamentally change lessor accounting; however, some changes have been made to lessor accounting to conform and align that guidance with the lessee guidance and other areas within GAAP. Additionally, the Company has 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 ASU 2016-02, and contracts that are predominantly service-based would be accounted for under ASU 2014-09. Lease and nonlease revenue components that are accounted for within the scope of ASU 2016-02 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 ASU 2016-02 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 ASU 2014-09 are: • Ancillary services provided at our senior housing properties are recognized pursuant to ASU 2014-09. The revenue from the ancillary services are recognized monthly as the performance obligation related to those services is completed. In estimating the collectability of our accounts receivable, we analyze the aging of resident receivables, historical bad debts, and current economic trends. We have historically incurred very limited losses due to the uncollectibility of our accounts receivable. However, if we determine that a receivable is not probable of being substantially collected, we will adjust the amount of leasing and related revenues recorded related to such tenant. For the three months ended March 31, 2018 such amounts were recorded in property operating expenses. 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. 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 Life 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 are amortizing in-place lease intangibles on a straight-line basis over the estimated future benefit period. As of March 31, 2019 and December 31, 2018, the gross amount allocated to in-place leases was approximately $22.3 million and accumulated amortization of in-place lease intangibles totaled approximately $12.4 and $10.6 million, respectively. The total additional estimated future amortization expense of intangible assets recognized as of March 31, 2019 will be approximately $5.5 million, $3.8 million, and $0.6 million for the years ending December 31, 2019, 2020, and 2021, respectively. 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 $2.3 million as of March 31, 2019 and approximately $2.2 million as of December 31, 2018. Organization and Offering Costs Our Advisor funded our organization and offering costs on our behalf prior to the commencement of our formal operations on June 28, 2017 when we acquired the Fayetteville Property. We are now obligated to reimburse our Advisor for such organization and offering costs; provided, however, our Advisor will fund, and will not be reimbursed for, 1.0% of the gross offering proceeds from the sale of Class W shares sold in our Public Offering, which we will recognize as a capital contribution from our Advisor. Such organization and offering costs funded by our Advisor were recognized as a liability when we had a present responsibility to reimburse our Advisor upon the commencement of formal operations, which occurred on June 28, 2017. Our Advisor must reimburse us within 60 days after the end of the month in which the Public Offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions, dealer manager fees, stockholder servicing fees and dealer manager servicing fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering. If at any point in time we determine that the total organization and offering costs are expected to exceed 3.5% of the gross proceeds anticipated to be received from the Primary Offering, we will recognize such excess as a capital contribution from our Advisor. Offering costs associated with the Pri mary Offering are recorded as an offset to additional paid-in capital, and organization costs are recorded in general and administrative expenses. In connection with our Primary Private Offering, our Dealer Manager received a sales commission of up to 6.0% of gross proceeds from sales in the Primary Private Offering and a dealer manager fee equal to up to 3.0% of gross proceeds from sales in the Primary Private Offering under the terms of the Private Offering Dealer Manager Agreement; provided, however, for all shares sold pursuant to our Primary Private Offering through November 15, 2017 (the “Discount Termination Date”), dealer manager fees were reduced to an amount of up to 2.0% of gross proceeds from sales in the Primary Private Offering. In connection with our Primary Offering, our Dealer Manager receives 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 shares and Class T shares in the Primary Offering under the terms of the Dealer Manager Agreement. Our Dealer Manager does not receive an upfront sales commission or dealer manager fee from sales of Class W shares in the Primary Offering. In addition, our Dealer Manager receives an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T shares sold in the Primary Offering. Our Dealer Manager also receives an ongoing dealer manager servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 0.5% of the purchase price per share of the Class W shares sold in the Primary Offering. We will cease paying the stockholder servicing fee with respect to the Class T shares sold in our 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 and Class W shares in our Primary Offering (excluding proceeds from sales pursuant to our Distribution Reinvestment Plan, as defined below), which calculation shall be made by us with the assistance of our Dealer Manager commencing after the termination of our Primary Offering, (iii) with respect to a particular Class T share, the third anniversary of the issuance of the share, and (iv) the date that such Class T share is redeemed or is no longer outstanding. We will cease paying the dealer manager servicing fee with respect to the Class W shares sold in our 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 and Class W shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our Distribution Reinvestment Plan, as defined below), which calculation shall be made by us with the assistance of our Dealer Manager commencing after the termination of our Primary Offering, (iii) the end of the month in which the aggregate dealer manager servicing fees paid in our Primary Offering with respect to Class W shares equals 9.0% of the gross proceeds from the sale of Class W shares in our Primary Offering (excluding proceeds from sales pursuant to our Distribution Reinvestment Plan, as defined below), which calculation shall be made by us with the assistance of our Dealer Manager commencing after the termination of our Primary Offering, and (iv) the date that such Class W share is redeemed or is no longer outstanding. We will record a liability within Due to Affiliates for the future estimated stockholder and dealer manager servicing fees and a reduction to additional paid-in capital at the time of sale of the Class T and Class W shares as an offering cost. 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”), each as described in more detail in Note 8 – Commitments and Contingencies – Share Redemption Program. 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. 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, accounts receivable, 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 March 31, 2019. The estimated fair value of financial instruments is subjective in nature and is dependent on a number of important assumptions, including discount rates and relevant comparable market information associated with each financial instrument. The fair value of the fixed rate notes payable was estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. Accordingly, the estimates presented below are not necessarily indicative of the amounts we would realize in a current market exchange. March 31, 2019 December 31, 2018 Fair Value Carrying Value (1) Fair Value Carrying Value (1) Fixed Rate Secured Debt $ 167,752,000 $ 161,236,743 $ 162,747,000 $ 161,174,251 (1) Carrying value represents the book value of financial instruments, including unamortized debt issuance costs. To comply with GAAP, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of derivative contracts for the effect of nonperformance risk, we will consider the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. 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. The TRS follows accounting guidance which requires the use of the asset and liability method. Deferred income taxes will represent the tax effect of future differences between the book and tax bases of assets and liabilities. 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. Recently Issued Accounting Guidance In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which amends the guidance on accounting for leases. ASU 2016-02 supersedes guidance related to accounting for leases and provides for the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. Under ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under ASU 2016-02, lessor accounting is lar |
Real Estate Facilities
Real Estate Facilities | 3 Months Ended |
Mar. 31, 2019 | |
Real Estate [Abstract] | |
Real Estate Facilities | Note 3. Real Estate Facilities The following summarizes the activity in the real estate facilities during the three months ended March 31, 2019: Real estate facilities Balance at December 31, 2018 $ 256,042,603 Additions - Student 111,842 Additions - Senior 314,863 Balance at March 31, 2019 $ 256,469,308 Accumulated depreciation Balance at December 31, 2018 $ (7,153,132 ) Depreciation expense (1,982,769 ) Balance at March 31, 2019 $ (9,135,901 ) |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Note 4. Debt The Company’s outstanding debt is summarized as follows: Encumbered Property March 31, 2019 December 31, 2018 Interest Rate Maturity Date Fayetteville JPM mortgage loan (1) $ 29,500,000 $ 29,500,000 4.20 % 7/1/2024 Tallahassee Nationwide mortgage loan (1) 23,500,000 23,500,000 3.84 % 10/1/2024 Utah Freddie Mac mortgage loans (2) 46,905,000 46,905,000 5.06 % 2/23/2028 Courtyard Freddie Mac mortgage loan (3) 63,200,000 63,200,000 4.86 % 9/1/2028 Utah Bridge Loan (4) 12,195,108 12,195,108 6.50 % 4/30/2020 Courtyard Initial Bridge Loan (5) 27,000,000 27,000,000 6.50 % 8/31/2019 Courtyard Delayed Draw Commitment (5) 5,600,187 3,619,820 6.50 % 8/31/2019 Debt issuance costs, net (2,254,500 ) (2,184,030 ) Total debt $ 205,645,795 $ 203,735,898 (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 thereafter. (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 thereafter. (4) The variable rate reflected in the table was the rate in effect as of March 31, 2019. (5) The variable rate reflected in the table was the rate in effect as of March 31, 2019. The loan may be extended eight months from the maturity date upon the payment of a fee equal to 0.50% of the outstanding principal balance of the loan at the time of such extension and certain other terms are met, such as there has not been an event of default. 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 We and H. Michael Schwartz, our Chief Executive Officer (our “CEO”), serve as non-recourse guarantors pursuant to the terms and conditions of the JPM Mortgage Loan. The non-recourse guaranty of our CEO 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 CEO 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. Nationwide Loan On September 28, 2017, we, through a property-owning special purpose entity (the “Nationwide Borrower”) wholly-owned by our Operating Partnership, entered into a $23.5 million loan (the “Nationwide Loan”) with Nationwide Life Insurance Company (“Nationwide”) for the purpose of funding a portion of the purchase price for the Tallahassee Property. The Nationwide Loan is secured by a first mortgage on the Tallahassee Property. The Nationwide Loan matures on October 1, 2024 and requires payments of interest only for such period, with the principal balance due upon maturity. The Nationwide Loan bears interest at a fixed rate of 3.84%. The Nationwide Loan may be prepaid at any time, upon 30 days’ prior written notice, in whole but not in part, subject to payment of a prepayment penalty. If the prepayment occurs during the last six months of the term of the loan, no prepayment penalty will be required. We serve as non-recourse guarantor pursuant to the terms and conditions of the Nationwide Loan. The Nationwide Loan contains a number of other customary terms and covenants. The Nationwide Borrower maintains separate books and records and its separate assets and credit (including the Tallahassee Property) are not available to pay our other debts. Freddie Mac Utah Loans On February 23, 2018, we, through three property-owning special purpose entities wholly-owned by us (the “Freddie Mac Borrowers”), entered into three separate mortgage loans for an aggregate amount of $46.9 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: Wellington, Cottonwood Creek, and Charleston we acquired. 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. 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 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 guarantors 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 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 CEO 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”). Fayetteville Bridge Loan Tallahassee Bridge Loan On September 28, 2017, the Initial KeyBank Bridge Borrowers and KeyBank entered into an amended and restated credit agreement (the “Tallahassee Bridge Loan”) in which the Initial KeyBank Bridge Borrowers borrowed $17.6 million for the purpose of funding a portion of the purchase price for the Tallahassee Property. The Tallahassee Bridge Loan had a variable interest rate, which was based on 1-month Libor plus 400 basis points, resulting in an initial interest rate of approximately 5.24%. On November 15, 2017, we paid off the Tallahassee Bridge Loan with proceeds from our Private Offering. Utah Bridge Loan On February 23, 2018, the Initial KeyBank Bridge Borrowers and KeyBank entered into a second amended and restated credit agreement (the “Utah Bridge Loan”) in which the Initial KeyBank Bridge Borrowers borrowed $ 24.5 million for the purpose of funding a portion of the aggregate purchase price for the Wellington, Cottonwood Creek, and Charleston properties. We have guaranteed full repayment of the Utah Bridge Loan. The Utah Bridge Loan was scheduled to mature on February 23, 2019, but was extended, based on its terms to August 23, 2019 upon the payment of a fee equal to 0.50% of the outstanding principal balance of the loan at the time of the extension. On March 29, 2019, we amended the Utah Bridge Loan such that (i) the loan maturity date was further extended to April 30, 2020, (ii) our Sponsor became an additional borrower, (iii) the collateral was amended to include 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. The KeyBank Bridge Borrowers expect to satisfy the Utah Bridge Loan through a combination of required payments, described below, and/or a refinancing of the loan prior to its maturity. The Utah Bridge Loan bears interest at a rate of 1-month Libor plus 400 basis points, resulting in an interest rate of approximately 6.50% as of March 31, 2019. As amended, the Utah Bridge Loan is secured by (i) a pledge of certain equity interests held by an entity controlled by our Chief Executive Officer; (ii) 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 Wellington, Cottonwood Creek, and Charleston properties; (iii) a pledge of the proceeds from the issuance of equity interests in us and our Operating Partnership to the extent constituting collateral, including net proceeds from our Primary Offering; (iv) a pledge of the bank account in which such equity interest proceeds will be deposited; and (v) a pledge of distributions received by an affiliate of our Sponsor; (vi) additional collateral, as described below under the heading “Courtyard Bridge Loans,” below; and (vii) a pledge of equity interests owned by subsidiaries of our Sponsor in certain entities The KeyBank Bridge Borrowers are required to apply 100% of the net proceeds from certain capital events, as defined in the Utah Bridge Loan, 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 repayment of the Utah Bridge Loan. Unless KeyBank otherwise consents, we are required to defer payment of certain fees that would otherwise be due to our Advisor and Sponsor until the Utah Bridge Loan is no longer outstanding, such as acquisition fees incurred in connection with the acquisition of the Wellington, Cottonwood Creek, and Charleston properties. KeyBank consented to us paying $1.2 million of such fees, and we made such payment as of March 31, 2018. As of March 31, 2019, KeyBank consented to our retention of approximately $2.7 million of net equity offering proceeds that otherwise would have been required to pay down the Utah Bridge Loan. Additionally, pursuant to the amendment to the Utah Bridge Loan, we are restricted from paying distributions on the Preferred Units or redeeming such Preferred Units until certain requirements on the debt are met. Please see Note 5 – Preferred Equity in our Operating Partnership for detail regarding the Preferred Units. The Utah Bridge Loan imposes certain covenant requirements on us and the other parties, which, if breached, could result in default under the Utah Bridge Loan. 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 immediately below. Pursuant to the terms of the Courtyard Bridge Loans, Utah Bridge Loan was amended to add two additional tranches: (i) an initial loan of $27 million (the “Courtyard Initial 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 Loan for the purpose of funding a portion of the purchase price for the Courtyard Property. We will use the Courtyard Delayed Draw Commitment primarily to fund the costs and expenses associated with the Memory Care Expansion. The Courtyard Property contains developable land which is being developed for an additional 23 units of memory care (the “Memory Care Expansion”). The Courtyard Bridge Loans mature on August 31, 2019, which may be extended to April 30, 2020 upon the payment of a fee equal to 0.50% of the outstanding principal balance of the Courtyard Bridge Loans at the time of such extension and certain other customary terms and conditions are met. The Courtyard Bridge Loans, similar to the Utah Bridge Loan, bear interest at a rate of 1-month Libor plus 400 basis points which was at a variable rate of approximately 6.50% as of March 31, 2019. The KeyBank Bridge Borrowers expect to satisfy the Courtyard Bridge Loans through a combination of required payments, described below, and/or a refinancing of the loans prior to their maturity. On October 9, 2018, we received approval from the lender under the Freddie Mac Courtyard Loan to commence construction on the Memory Care Expansion at the Courtyard Property. In connection with this approval: (i) we drew approximately $2.5 million under the Courtyard Delayed Draw Commitment in order to fund certain construction reserves required by our lender and (ii) we executed a guaranty of completion which provides such lender with an absolute, unconditional and irrevocable guaranty by us for the completion of the construction. With respect to the Courtyard Delayed Draw Commitment, we have made additional draws through March 31, 2019 to fund construction. On the Courtyard Delayed Draw Commitment we are required to pay, on a quarterly basis, an unused commitment fee equal to 0.35% per annum of the average daily unused amount of the Courtyard Delayed Draw Commitment. 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, and as described above under the heading “Utah Bridge Loan,” on March 29, 2019, we executed an amendment such that (i) our Sponsor became an additional borrower, (iii) 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, Future Principal Requirements The following table presents the future principal payment requirements on outstanding secured and unsecured debt as of March 31, 2019: 2019 $ 32,600,187 (1) 2020 12,723,052 (2) 2021 679,120 2022 1,011,295 2023 1,680,592 2024 and thereafter 159,206,049 Total payments 207,900,295 Non-revolving debt issuance costs, net (2,254,500 ) Total $ 205,645,795 (1) The Courtyard Bridge Loans mature on August 31, 2019, but may be extended to April 30, 2020 upon the payment of a fee equal to 0.50% of the outstanding principal balance of the Courtyard Bridge Loans at the time of such extension and certain other customary terms and conditions are met. (2) The Utah Bridge Loan has been reflected in the above table, assuming that the outstanding principal is paid off at the maturity of the loan. As described above, the proceeds from certain events and proceeds from the issuance of equity interests in us generally will be required to be applied to the then outstanding loan balance. |
Preferred Equity in our Operati
Preferred Equity in our Operating Partnership | 3 Months Ended |
Mar. 31, 2019 | |
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 authorizes 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. The holders of Preferred Units receive 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 Utah Bridge Loan on March 29, 2019, we are currently restricted from paying distributions on the Preferred Units or redeeming such Preferred Units until certain requirements of the Utah Bridge Loan are met. 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. On June 28, 2017, the Preferred Investor invested approximately $5.65 million in the first tranche of its Investment in our Operating Partnership, all of which was used to fund a portion of the purchase price for the acquisition of the Fayetteville Property. The Preferred Investor received 226,000 Preferred Units in our Operating Partnership. In addition, pursuant to the terms of the Unit Purchase Agreement, our Operating Partnership issued to the Preferred Investor an additional 2,260 Preferred Units, or 1.0% of the amount of the first tranche of the Investment. Our Sponsor previously funded approximately $1.01 million in acquisition and loan deposits related to the acquisition of the Tallahassee Property (the “Previously Funded Amounts”). On September 28, 2017, the Previously Funded Amounts were converted into Preferred Units in our Operating Partnership. Accordingly, the Preferred Investor received an additional 40,220 Preferred Units. In addition, pursuant to the terms of the Unit Purchase Agreement, our Operating Partnership issued to the Preferred Investor an additional approximately 402 Preferred Units, or 1% of the Previously Funded Amounts. On December 5, 2017, we completed the redemption of the Preferred Units then outstanding with net proceeds from our Private Offering. Between June and August of 2018, the Preferred Investor invested approximately $6.3 million in our Operating Partnership, of which approximately $3.4 million was used in the closing of our Courtyard Property, and approximately $2.9 million was used to further pay down the Utah Bridge Loan. For these investments, the Preferred Investor received approximately 252,000 Preferred Units in our Operating Partnership. In addition, pursuant to the terms of the Unit Purchase Agreement, our Operating Partnership issued to the Preferred Investor an additional approximately 2,520 Preferred Units, or 1.0% of the amount of the Investment. In October 2018, the Preferred Investor invested approximately $0.8 million in our Operating Partnership, which was used to make an investment in Power 5 Conference Student Housing, see Note 7, Related Party Transactions As of March 31, 2019 and December 31, 2018, approximately $10.2 million of Preferred Units were outstanding. |
Segment Disclosures
Segment Disclosures | 3 Months Ended |
Mar. 31, 2019 | |
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 table summarizes information for the reportable segments for the three months ended March 31, 2019 and 2018: Three Months Ended March 31, Student Housing Senior Housing Corporate and Other Total 2019 2018 2019 2018 2019 2018 2019 2018 Leasing and leasing related revenues $ 2,023,952 $ 2,293,714 $ 6,204,954 $ 1,101,448 $ — $ — $ 8,228,906 $ 3,395,162 Other revenues — — 152,422 166,274 — — 152,422 166,274 Property operating expenses (985,000 ) (923,181 ) (4,013,440 ) (734,711 ) — — (4,998,440 ) (1,657,892 ) Net operating income 1,038,952 1,370,533 2,343,936 533,011 — — 3,382,888 1,903,544 Property operating expenses - affiliates 238,249 86,182 452,678 25,500 — — 690,927 111,682 General and administrative — — — — 608,205 337,082 608,205 337,082 Depreciation 823,049 808,228 1,156,782 211,642 2,938 — 1,982,769 1,019,870 Intangible amortization expense — 1,615,800 1,837,073 357,808 — — 1,837,073 1,973,608 Acquisition expenses – affiliates — — — 55,974 — — — 55,974 Other property acquisition expenses — — — 164,927 — — — 164,927 Interest expense 535,350 535,350 2,050,247 367,832 — — 2,585,597 903,182 Interest expense – debt issuance costs 26,496 17,031 171,077 61,506 — — 197,573 78,537 Other (2,001 ) — 962 — (17,808 ) (7,698 ) (18,847 ) (7,698 ) Net loss $ (582,191 ) $ (1,692,058 ) $ (3,324,883 ) $ (712,178 ) $ (593,335 ) $ (329,384 ) $ (4,500,409 ) $ (2,733,620 ) The following table summarizes our total assets by segment: Segments March 31, 2019 December 31, 2018 Student housing $ 93,836,300 $ 94,593,010 Senior housing 173,070,367 174,210,522 Corporate and Other 9,973,728 9,166,083 Total assets $ 276,880,395 $ 277,969,615 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7. Related Party Transactions Fees to Affiliates Our Private Offering Advisory Agreement and our Private Offering Dealer Manager Agreement entitled our Advisor and our Dealer Manager to specified fees upon the provision of certain services with regard to the Private 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. Additionally, the Advisory Agreement, Dealer Manager Agreement, and transfer agent agreement (the “Transfer Agent Agreement”) executed in connection with the Public Offering, entitle our Advisor, our 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 may be paid by our Advisor on our behalf and will be reimbursed to our Advisor from the proceeds of our Primary Offering; provided, however, that our Advisor will fund, and will not be reimbursed for, 1.0% of the gross offering proceeds from the sale of Class W shares. Organization and offering costs consist of all expenses (other than sales commissions, dealer manager fees, stockholder servicing fees, and dealer manager servicing fees) to be 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 the Advisory Agreement, our Advisor will be required to reimburse us within 60 days after the end of the month which the Public Offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions, dealer manager fees, stockholder servicing fees, and dealer manager servicing fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering. Advisory Agreements 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 organization and offering costs from the Offerings; provided, however, pursuant to the Advisory Agreement, our Advisor will fund, and will not be reimbursed for, 1.0% of the gross offering proceeds from the sale of Class W shares in the Primary Offering and will be required to reimburse us within 60 days after the end of the month in which the Public Offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions, dealer manager fees, stockholder servicing fees, and dealer manager servicing fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering. The Advisory Agreement also requires our Advisor to reimburse us to the extent that offering expenses, including sales commissions, dealer manager fees, stockholder servicing fees and dealer manager servicing fees, are in excess of 15% of gross proceeds from the Primary Offering. Our Advisor was due acquisition fees pursuant to the Private Offering Advisory Agreement equal to 2% of the contract purchase price of each property we acquired while such agreement was in effect. 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. However, as a result of the AA Amendment, we will no longer incur acquisition fees. Under our Private Offering Advisory Agreement, our Advisor would have been due disposition fees equal to 3% of the contract sales price of each property sold inclusive of any real estate commissions paid to third party real estate brokers. However, no such disposition fees were paid, as we have not sold any properties. Moreover, we will not owe our Advisor any disposition fees going forward, as no such fees will be due under the Advisory Agreement. Our Advisor may also be entitled to various subordinated distributions under our operating partnership agreement if we (1) list our shares of common stock on a national exchange, (2) do not renew or terminate the Advisory Agreement, (3) liquidate our portfolio or (4) effect a merger or other corporate reorganization. The Private Offering Advisory Agreement and Advisory Agreement provide for reimbursement of our Advisor’s direct and indirect costs of providing administrative and management services to us. Beginning four fiscal quarters after commencement of the Public Offering, pursuant to our Advisory Agreement, our Advisor will be 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. Dealer Manager Agreements In connection with our Primary Private Offering, our Dealer Manager received a sales commission of up to 6.0% of gross proceeds from sales in the Primary Private Offering and a dealer manager fee equal to up to 3.0% of gross proceeds from sales in the Primary Private Offering under the terms of the Private Offering Dealer Manager Agreement; provided, however, for all shares sold pursuant to our Primary Private Offering through the Discount Termination Date, dealer manager fees were reduced to an amount of up 2.0% of gross proceeds from sales in the Primary Private Offering. In connection with our Public Offering, our Dealer Manager receives a sales commission of up to 6.0% of gross proceeds from sales of Class A shares and up to 3% of gross proceeds from the sales of Class T shares in the Primary Offering and a dealer manager fee of up to 3.0% In connection with our Public Offering, our Dealer Manager will enter into participating dealer agreements with certain other broker-dealers which will authorize them to sell our shares. Upon sale of our shares by such broker-dealers, our Dealer Manager will re-allow all of the sales commissions paid in connection with sales made by these broker-dealers. Our Dealer Manager may also re-allow to 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 Dealer Manager, payment of attendance fees required for employees of our 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 Dealer Manager will also receive 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 Dealer Manager Our Sponsor owns, through a wholly-owned limited liability company, a 15% non-voting equity interest in our Dealer Manager. Affiliates of our 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. We believe that our Transfer Agent, through its knowledge and understanding of the direct participation program industry which includes non-traded REITs, is particularly suited to provide us with Transfer Agent and registrar services. Our Transfer Agent also conducts transfer agent and registrar services for other non-traded REITs sponsored by our Sponsor. It is the duty of our board of directors to evaluate the performance of our Transfer Agent. In connection with the engagement of our Transfer Agent, we paid a one-time initial setup fee of $50,000. In addition, the other fees to be paid to our Transfer Agent are based on a fixed quarterly fee, one-time account setup fees and monthly open account 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 is 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. Effective May 1, 2018, we now 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, 2018 and the three months ended March 31, 2019, as well as any related amounts payable as of December 31, 2018 and March 31, 2019: Year Ended December 31, 2018 Three Months Ended March 31, 2019 Incurred Paid Payable Incurred Paid Payable Expensed Operating expenses (including organizational costs) $ 798,899 $ 550,938 $ 371,386 $ 346,053 $ 50,000 $ 667,439 Transfer Agent expenses 107,473 58,000 49,473 21,534 — 71,007 Asset management fees (1) 1,303,198 262,347 1,082,522 573,353 — 1,655,875 Property management oversight fees 244,623 44,336 200,287 68,124 — 268,411 Acquisition expenses 154,311 154,311 — — — — Capitalized Debt issuance costs 357,025 390,907 — — — — Acquisition expenses 3,180,000 1,200,000 1,980,000 — — 1,980,000 Additional Paid-in Capital Selling commissions 894,118 926,278 — 77,753 48,599 29,154 Dealer Manager fees 511,522 527,342 — 53,351 38,774 14,577 Stockholder servicing fees and dealer manager servicing fees (2) 47,955 1,009 46,946 24,000 1,045 69,901 Offering costs 913,383 406,331 507,052 122,901 17,235 612,718 Total $ 8,512,507 $ 4,521,799 $ 4,237,666 $ 1,287,069 $ 155,653 $ 5,369,082 (1) For the four months ended April 30, 2018, the Advisor permanently waived one half of the asset management fee totaling approximately $160,000. Such amount was waived permanently and accordingly will not be paid to the Advisor. Commensurate with our Public Offering being declared effective on May 1, 2018, the Advisor is no longer waiving the asset management fees. (2) We pay our Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365 th th Please see Note 4 – Debt and Note 5 – Preferred Equity in our Operating Partnership for detail regarding additional related party transactions. Investment in Reno Student Housing, DST On October 20, 2017, we completed an investment in a private placement offering by Reno Student Housing, DST (“Reno Student Housing”) using proceeds from our Private Offering of approximately $1.03 million for an approximately 2.6% beneficial interest. Reno Student Housing is a Delaware statutory trust and an affiliate of our Sponsor. Reno Student Housing owns a student housing property located in Reno, Nevada (the “Reno Property”). We have determined that Reno Student Housing is a VIE of which we are not the primary beneficiary, as we do not have the power to direct the most significant activities of the entity nor do we have the obligation to absorb losses or the rights to receive benefits of the entity that could be significant to the entity. As such, our investment in Reno Student Housing is accounted for under the equity method of accounting. Investment in Power 5 Conference Student Housing I, DST In October 2018, we completed an investment of 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 is a Delaware statutory trust and an affiliate of our Sponsor. Power 5 Conference Student Housing owns two student housing properties located in Ann Arbor, Michigan and Columbia, South Carolina. We have determined that Power 5 Conference Student Housing is a VIE of which we are not the primary beneficiary, as we do not have the power to direct the most significant activities of the entity nor do 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 is accounted for under the equity method of accounting. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies Property Management The Fayetteville Property and the Tallahassee Property are managed by Asset Campus Housing, a third-party student housing manager. Pursuant to our property management agreements with ACH, we pay a monthly management fee, plus reimbursement of amounts reasonably incurred by ACH in managing the properties, such as employee compensation, marketing costs and certain third-party administrative costs. We also pay ACH a construction management fee for certain construction management services. The property management agreements have a one year term and automatically renew for successive one year periods thereafter, unless we or ACH provides prior written notice at least 30 days prior to the expiration of the term. The agreements are also subject to other customary termination provisions. 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. We amended and restated the Private Offering Distribution Reinvestment Plan in connection with the Public Offering (the “Distribution Reinvestment Plan”) on May 1, 2018. The purchase price per share under the Distribution Reinvestment Plan for each class of shares is as follows: (i) $9.81 for Class A shares, (ii) $9.50 for Class T shares and (iii) $9.40 for Class W shares. No sales commissions or dealer manager fees are paid with respect to the sale of such shares. We may amend or terminate the Distribution Reinvestment Plan for any reason at any time upon 10 days’ prior written notice to stockholders. Share Redemption Programs In connection with the Private Offering, the “Private Offering Share Redemption Program” enabled stockholders to sell their shares to us in limited circumstances. In connection with the Public Offering, we amended the Private Offering Share Redemption Program, such amended program now being referred to as the Share Redemption Program. Stockholders generally have to hold shares for one year before submitting a redemption request; however, we may waive the one-year holding period in the event of the death, disability or bankruptcy of a stockholder. The number of shares eligible to be redeemed pursuant to the Share Redemption Program is limited as follows: 1) 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; and 2) funding for the redemption of shares will be limited to the amount of net proceeds we receive from the sale of shares under our Distribution Reinvestment Plan. 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. The redemption price per share for shares redeemed pursuant to the Share Redemption Program will depend upon whether such shares were sold in the Private Offering or in the Public Offering until our board of directors approves an estimated net asset value per share: Private Offering Shares : The redemption price per share for shares sold in the Private Offering will depend on the length of time the stockholder has held such shares as follows: Number Years Held Redemption Price Less than 1 No Redemption Allowed More than 1 but less than 2 90.0% of the Redemption Amount (as defined below) More than 2 but less than 3 92.5% of the Redemption Amount More than 3 but less than 4 95.0% of the Redemption Amount More than 4 100% of the Redemption Amount As long as we are engaged in an offering, the Redemption Amount shall be the lesser of the amount an investor paid for their shares or the price per share in the current offering. If we are no longer engaged in an offering, the Redemption Amount will be determined by our board of directors. Public Offering Shares : The redemption price per share for shares purchased in the Public Offering is equal to the net investment amount of our shares, which will be based on the “amount available for investment” percentage shown in the estimated use of proceeds table in our prospectus. For each class of shares, this amount will equal the then-current offering price of the shares, less the associated sales commissions, dealer manager fee and estimated organization and offering expenses not reimbursed by our Advisor. Once our board of directors approves an estimated net asset value per share, as published from time to time in an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q and/or a Current Report on Form 8-K publicly filed with the SEC, the redemption price per share of a given class of shares purchased in either the Private Offering or the Public Offering shall then be equal to the then-current estimated net asset value per share for such class of shares. 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 three months ended March 31, 2019, we received two redemption requests for approximately 6,600 shares (approximately $49,000) which was fulfilled in April 2019. Also, for the year ended December 31, 2018, we received one redemption request for approximately 2,000 shares (approximately $15,000) which was fulfilled in January 2019. 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. |
Declaration of Distributions
Declaration of Distributions | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Declaration of Distributions | Note 9. Declaration of Distributions On March 12, 2019, our board of directors declared a daily distribution rate for the second quarter of 2019 of $0.0016980822 per day per share on the outstanding shares of common stock payable to stockholders of record as shown on our books at the close of business on each day during the period, commencing on April 1, 2019 and continuing on each day thereafter through and including June 30, 2019. Such distributions payable to each stockholder of record during a month will be paid the following month. In connection with this distribution, for the stockholders of Class T shares, after the stockholder servicing fee is paid, approximately $0.00142 per day will be paid per Class T share and for the stockholders of Class W shares, after the dealer manager servicing fee is paid, approximately $0.00157 per day will be paid per Class W share. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10. Subsequent Events Public Offering Status As of May 6, 2019, we had Debt Paydown In April 2019, we paid down an additional $750,000 on the outstanding principal balance of the Utah Bridge Loan, reducing the outstanding balance to approximately $11.4 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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. |
Reclassifications | Reclassifications Certain amounts previously reported in our 2018 financial statements have been reclassified to conform to the fiscal 2019 presentation. |
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 significant 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 March 31, 2019, we had not entered into other contracts/interests that would be deemed to be variable interests in a VIE other than two investments of approximately 2.6% and 1.4% of beneficial interests in two DSTs that own student housing properties, which are accounted for under the equity method of accounting. Please see Note 7 – Related Party Transactions for additional detail. Other than the aforementioned equity method investments, we do not currently have any relationships with unconsolidated entities or financial partnerships. |
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, are 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 high quality financial institutions. |
Restricted Cash | Restricted Cash Restricted cash consists primarily of impound reserve accounts for property taxes, insurance, and construction reserves 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 recorded none and approximately $6.5 million in intangible assets to recognize the value of in-place leases related to our acquisitions during the three months ended March 31, 2019 and 2018, respectively. We do not expect to have intangible assets for the value of tenant relationships. Acquisitions of portfolios of properties are allocated to the individual properties based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates which take into account the relative size, age, and location of the individual property along with current and projected occupancy and rental rate levels or appraised values, 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. During the three months ended March 31, 2019 and 2018, our acquisitions have not met the definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. As a result, once an acquisition is deemed probable, transaction costs are capitalized rather than expensed. During the three months ended March 31, 2018, we acquired three properties that did not meet the definition of a business, and we capitalized approximately $1.7 million of acquisition-related transaction costs. During the three months ended March 31, 2019, we did not incur any acquisition-related transaction costs. During the three months ended March 31, 2018, we expensed approximately $0.2 million of acquisition-related transaction costs which did not meet our capitalization criteria. |
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. |
Revenue Recognition and Accounts Receivable | Revenue Recognition and Accounts Receivable In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” (“ASU 2014-09”) as ASC Topic 606. The objective of ASU 2014-09 was to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and superseded most of the existing revenue recognition guidance, including industry-specific guidance. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC. We adopted ASU 2014-09 on January 1, 2018 using the modified retrospective approach and its adoption did not have a material impact on our consolidated financial statements. Our student housing properties are typically leased by the bed with fixed terms on an individual lease basis, often with parental guarantees. Substantially all of our leases coincide with each university’s particular academic year but generally commence in August and terminate in July. We bill residents on a monthly basis, which is generally due at the beginning of the month. Residents have access to their units along with the property’s respective 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 guidance in ASU 2014-09. The revenues derived from our leases are accounted for pursuant to ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 does not fundamentally change lessor accounting; however, some changes have been made to lessor accounting to conform and align that guidance with the lessee guidance and other areas within GAAP. Additionally, the Company has 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 ASU 2016-02, and contracts that are predominantly service-based would be accounted for under ASU 2014-09. Lease and nonlease revenue components that are accounted for within the scope of ASU 2016-02 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 ASU 2016-02 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 ASU 2014-09 are: • Ancillary services provided at our senior housing properties are recognized pursuant to ASU 2014-09. The revenue from the ancillary services are recognized monthly as the performance obligation related to those services is completed. In estimating the collectability of our accounts receivable, we analyze the aging of resident receivables, historical bad debts, and current economic trends. We have historically incurred very limited losses due to the uncollectibility of our accounts receivable. However, if we determine that a receivable is not probable of being substantially collected, we will adjust the amount of leasing and related revenues recorded related to such tenant. For the three months ended March 31, 2018 such amounts were recorded in property operating expenses. |
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. |
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 Life 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 are amortizing in-place lease intangibles on a straight-line basis over the estimated future benefit period. As of March 31, 2019 and December 31, 2018, the gross amount allocated to in-place leases was approximately $22.3 million and accumulated amortization of in-place lease intangibles totaled approximately $12.4 and $10.6 million, respectively. The total additional estimated future amortization expense of intangible assets recognized as of March 31, 2019 will be approximately $5.5 million, $3.8 million, and $0.6 million for the years ending December 31, 2019, 2020, and 2021, respectively. |
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 $2.3 million as of March 31, 2019 and approximately $2.2 million as of December 31, 2018. |
Organization and Offering Costs | Organization and Offering Costs Our Advisor funded our organization and offering costs on our behalf prior to the commencement of our formal operations on June 28, 2017 when we acquired the Fayetteville Property. We are now obligated to reimburse our Advisor for such organization and offering costs; provided, however, our Advisor will fund, and will not be reimbursed for, 1.0% of the gross offering proceeds from the sale of Class W shares sold in our Public Offering, which we will recognize as a capital contribution from our Advisor. Such organization and offering costs funded by our Advisor were recognized as a liability when we had a present responsibility to reimburse our Advisor upon the commencement of formal operations, which occurred on June 28, 2017. Our Advisor must reimburse us within 60 days after the end of the month in which the Public Offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions, dealer manager fees, stockholder servicing fees and dealer manager servicing fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering. If at any point in time we determine that the total organization and offering costs are expected to exceed 3.5% of the gross proceeds anticipated to be received from the Primary Offering, we will recognize such excess as a capital contribution from our Advisor. Offering costs associated with the Pri mary Offering are recorded as an offset to additional paid-in capital, and organization costs are recorded in general and administrative expenses. In connection with our Primary Private Offering, our Dealer Manager received a sales commission of up to 6.0% of gross proceeds from sales in the Primary Private Offering and a dealer manager fee equal to up to 3.0% of gross proceeds from sales in the Primary Private Offering under the terms of the Private Offering Dealer Manager Agreement; provided, however, for all shares sold pursuant to our Primary Private Offering through November 15, 2017 (the “Discount Termination Date”), dealer manager fees were reduced to an amount of up to 2.0% of gross proceeds from sales in the Primary Private Offering. In connection with our Primary Offering, our Dealer Manager receives 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 shares and Class T shares in the Primary Offering under the terms of the Dealer Manager Agreement. Our Dealer Manager does not receive an upfront sales commission or dealer manager fee from sales of Class W shares in the Primary Offering. In addition, our Dealer Manager receives an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T shares sold in the Primary Offering. Our Dealer Manager also receives an ongoing dealer manager servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 0.5% of the purchase price per share of the Class W shares sold in the Primary Offering. We will cease paying the stockholder servicing fee with respect to the Class T shares sold in our 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 and Class W shares in our Primary Offering (excluding proceeds from sales pursuant to our Distribution Reinvestment Plan, as defined below), which calculation shall be made by us with the assistance of our Dealer Manager commencing after the termination of our Primary Offering, (iii) with respect to a particular Class T share, the third anniversary of the issuance of the share, and (iv) the date that such Class T share is redeemed or is no longer outstanding. We will cease paying the dealer manager servicing fee with respect to the Class W shares sold in our 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 and Class W shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our Distribution Reinvestment Plan, as defined below), which calculation shall be made by us with the assistance of our Dealer Manager commencing after the termination of our Primary Offering, (iii) the end of the month in which the aggregate dealer manager servicing fees paid in our Primary Offering with respect to Class W shares equals 9.0% of the gross proceeds from the sale of Class W shares in our Primary Offering (excluding proceeds from sales pursuant to our Distribution Reinvestment Plan, as defined below), which calculation shall be made by us with the assistance of our Dealer Manager commencing after the termination of our Primary Offering, and (iv) the date that such Class W share is redeemed or is no longer outstanding. We will record a liability within Due to Affiliates for the future estimated stockholder and dealer manager servicing fees and a reduction to additional paid-in capital at the time of sale of the Class T and Class W shares as an offering cost. |
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”), each as described in more detail in Note 8 – Commitments and Contingencies – Share Redemption Program. 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. |
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, accounts receivable, 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 March 31, 2019. The estimated fair value of financial instruments is subjective in nature and is dependent on a number of important assumptions, including discount rates and relevant comparable market information associated with each financial instrument. The fair value of the fixed rate notes payable was estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. Accordingly, the estimates presented below are not necessarily indicative of the amounts we would realize in a current market exchange. March 31, 2019 December 31, 2018 Fair Value Carrying Value (1) Fair Value Carrying Value (1) Fixed Rate Secured Debt $ 167,752,000 $ 161,236,743 $ 162,747,000 $ 161,174,251 (1) Carrying value represents the book value of financial instruments, including unamortized debt issuance costs. To comply with GAAP, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of derivative contracts for the effect of nonperformance risk, we will consider the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. |
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. The TRS follows accounting guidance which requires the use of the asset and liability method. Deferred income taxes will represent the tax effect of future differences between the book and tax bases of assets and liabilities. |
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. |
Recently Issued Accounting Guidance | Recently Issued Accounting Guidance In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which amends the guidance on accounting for leases. ASU 2016-02 supersedes guidance related to accounting for leases and provides for the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. Under ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under ASU 2016-02, lessor accounting is largely unchanged. We adopted ASU 2016-02 on January 1, 2019 using a modified retrospective transition which permits application of the new standard on the adoption date as opposed to the earliest comparative period presented in the financial statements. In addition, we elected to use the available practical expedient package, and therefore did not reassess classification of our existing leases. The adoption of ASU 2016-02 did not have a material impact on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 Life 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 March 31, 2019. The estimated fair value of financial instruments is subjective in nature and is dependent on a number of important assumptions, including discount rates and relevant comparable market information associated with each financial instrument. The fair value of the fixed rate notes payable was estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. Accordingly, the estimates presented below are not necessarily indicative of the amounts we would realize in a current market exchange. March 31, 2019 December 31, 2018 Fair Value Carrying Value (1) Fair Value Carrying Value (1) Fixed Rate Secured Debt $ 167,752,000 $ 161,236,743 $ 162,747,000 $ 161,174,251 (1) Carrying value represents the book value of financial instruments, including unamortized debt issuance costs. |
Real Estate Facilities (Tables)
Real Estate Facilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Real Estate [Abstract] | |
Summary of Activity in Real Estate Facilities | The following summarizes the activity in the real estate facilities during the three months ended March 31, 2019: Real estate facilities Balance at December 31, 2018 $ 256,042,603 Additions - Student 111,842 Additions - Senior 314,863 Balance at March 31, 2019 $ 256,469,308 Accumulated depreciation Balance at December 31, 2018 $ (7,153,132 ) Depreciation expense (1,982,769 ) Balance at March 31, 2019 $ (9,135,901 ) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Company's Outstanding Debt | The Company’s outstanding debt is summarized as follows: Encumbered Property March 31, 2019 December 31, 2018 Interest Rate Maturity Date Fayetteville JPM mortgage loan (1) $ 29,500,000 $ 29,500,000 4.20 % 7/1/2024 Tallahassee Nationwide mortgage loan (1) 23,500,000 23,500,000 3.84 % 10/1/2024 Utah Freddie Mac mortgage loans (2) 46,905,000 46,905,000 5.06 % 2/23/2028 Courtyard Freddie Mac mortgage loan (3) 63,200,000 63,200,000 4.86 % 9/1/2028 Utah Bridge Loan (4) 12,195,108 12,195,108 6.50 % 4/30/2020 Courtyard Initial Bridge Loan (5) 27,000,000 27,000,000 6.50 % 8/31/2019 Courtyard Delayed Draw Commitment (5) 5,600,187 3,619,820 6.50 % 8/31/2019 Debt issuance costs, net (2,254,500 ) (2,184,030 ) Total debt $ 205,645,795 $ 203,735,898 (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 thereafter. (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 thereafter. (4) The variable rate reflected in the table was the rate in effect as of March 31, 2019. (5) The variable rate reflected in the table was the rate in effect as of March 31, 2019. The loan may be extended eight months from the maturity date upon the payment of a fee equal to 0.50% of the outstanding principal balance of the loan at the time of such extension and certain other terms are met, such as there has not been an event of default. |
Future Principal Payment Requirements on Outstanding Secured Debt | The following table presents the future principal payment requirements on outstanding secured and unsecured debt as of March 31, 2019: 2019 $ 32,600,187 (1) 2020 12,723,052 (2) 2021 679,120 2022 1,011,295 2023 1,680,592 2024 and thereafter 159,206,049 Total payments 207,900,295 Non-revolving debt issuance costs, net (2,254,500 ) Total $ 205,645,795 (1) The Courtyard Bridge Loans mature on August 31, 2019, but may be extended to April 30, 2020 upon the payment of a fee equal to 0.50% of the outstanding principal balance of the Courtyard Bridge Loans at the time of such extension and certain other customary terms and conditions are met. (2) The Utah Bridge Loan has been reflected in the above table, assuming that the outstanding principal is paid off at the maturity of the loan. As described above, the proceeds from certain events and proceeds from the issuance of equity interests in us generally will be required to be applied to the then outstanding loan balance. |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Summary of Reportable Segments | The following table summarizes information for the reportable segments for the three months ended March 31, 2019 and 2018: Three Months Ended March 31, Student Housing Senior Housing Corporate and Other Total 2019 2018 2019 2018 2019 2018 2019 2018 Leasing and leasing related revenues $ 2,023,952 $ 2,293,714 $ 6,204,954 $ 1,101,448 $ — $ — $ 8,228,906 $ 3,395,162 Other revenues — — 152,422 166,274 — — 152,422 166,274 Property operating expenses (985,000 ) (923,181 ) (4,013,440 ) (734,711 ) — — (4,998,440 ) (1,657,892 ) Net operating income 1,038,952 1,370,533 2,343,936 533,011 — — 3,382,888 1,903,544 Property operating expenses - affiliates 238,249 86,182 452,678 25,500 — — 690,927 111,682 General and administrative — — — — 608,205 337,082 608,205 337,082 Depreciation 823,049 808,228 1,156,782 211,642 2,938 — 1,982,769 1,019,870 Intangible amortization expense — 1,615,800 1,837,073 357,808 — — 1,837,073 1,973,608 Acquisition expenses – affiliates — — — 55,974 — — — 55,974 Other property acquisition expenses — — — 164,927 — — — 164,927 Interest expense 535,350 535,350 2,050,247 367,832 — — 2,585,597 903,182 Interest expense – debt issuance costs 26,496 17,031 171,077 61,506 — — 197,573 78,537 Other (2,001 ) — 962 — (17,808 ) (7,698 ) (18,847 ) (7,698 ) Net loss $ (582,191 ) $ (1,692,058 ) $ (3,324,883 ) $ (712,178 ) $ (593,335 ) $ (329,384 ) $ (4,500,409 ) $ (2,733,620 ) |
Summary of Total Assets by Segment | The following table summarizes our total assets by segment: Segments March 31, 2019 December 31, 2018 Student housing $ 93,836,300 $ 94,593,010 Senior housing 173,070,367 174,210,522 Corporate and Other 9,973,728 9,166,083 Total assets $ 276,880,395 $ 277,969,615 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2018 and the three months ended March 31, 2019, as well as any related amounts payable as of December 31, 2018 and March 31, 2019: Year Ended December 31, 2018 Three Months Ended March 31, 2019 Incurred Paid Payable Incurred Paid Payable Expensed Operating expenses (including organizational costs) $ 798,899 $ 550,938 $ 371,386 $ 346,053 $ 50,000 $ 667,439 Transfer Agent expenses 107,473 58,000 49,473 21,534 — 71,007 Asset management fees (1) 1,303,198 262,347 1,082,522 573,353 — 1,655,875 Property management oversight fees 244,623 44,336 200,287 68,124 — 268,411 Acquisition expenses 154,311 154,311 — — — — Capitalized Debt issuance costs 357,025 390,907 — — — — Acquisition expenses 3,180,000 1,200,000 1,980,000 — — 1,980,000 Additional Paid-in Capital Selling commissions 894,118 926,278 — 77,753 48,599 29,154 Dealer Manager fees 511,522 527,342 — 53,351 38,774 14,577 Stockholder servicing fees and dealer manager servicing fees (2) 47,955 1,009 46,946 24,000 1,045 69,901 Offering costs 913,383 406,331 507,052 122,901 17,235 612,718 Total $ 8,512,507 $ 4,521,799 $ 4,237,666 $ 1,287,069 $ 155,653 $ 5,369,082 (1) For the four months ended April 30, 2018, the Advisor permanently waived one half of the asset management fee totaling approximately $160,000. Such amount was waived permanently and accordingly will not be paid to the Advisor. Commensurate with our Public Offering being declared effective on May 1, 2018, the Advisor is no longer waiving the asset management fees. (2) We pay our Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365 th th |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Stock for Redemption Based on Number of Years Stock Held | The redemption price per share for shares sold in the Private Offering will depend on the length of time the stockholder has held such shares as follows: Number Years Held Redemption Price Less than 1 No Redemption Allowed More than 1 but less than 2 90.0% of the Redemption Amount (as defined below) More than 2 but less than 3 92.5% of the Redemption Amount More than 3 but less than 4 95.0% of the Redemption Amount More than 4 100% of the Redemption Amount |
Organization - Additional Infor
Organization - Additional Information (Detail) | May 01, 2018USD ($) | Sep. 28, 2017USD ($)shares | Jan. 27, 2017USD ($)shares | Oct. 05, 2016USD ($)shares | Oct. 04, 2016USD ($)shares | Oct. 31, 2018 | Mar. 31, 2019USD ($)PropertyEmployeeshares | Mar. 31, 2018USD ($) | Dec. 31, 2018shares | May 19, 2018$ / sharesshares | Jan. 30, 2017shares |
Organization and Nature of Operations [Line Items] | |||||||||||
Date of formation of company | Oct. 4, 2016 | ||||||||||
Issuance of common stock | $ | $ 1,993,382 | $ 15,740,030 | |||||||||
Gross proceeds from issuance of common stock | $ | $ 1,919,474 | $ 15,512,031 | |||||||||
Number of senior housing properties | Property | 4 | ||||||||||
Number of student housing properties | Property | 2 | ||||||||||
Beneficial interest for ownership percentage | 2.60% | ||||||||||
Number of employees | Employee | 0 | ||||||||||
Strategic Storage Operating Partnership IV, L.P. [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Date of formation of company | Oct. 5, 2016 | ||||||||||
Capital contribution | $ | $ 1,000 | ||||||||||
Percentage of common units of limited partnership interest of operating partnership | 99.80% | ||||||||||
Power 5 Conference Student Housing [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Number of student housing properties | Property | 2 | ||||||||||
Beneficial interest for ownership percentage | 1.40% | ||||||||||
Beneficial interest percentage | 1.40% | 1.40% | |||||||||
Class A Common Stock [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Number of common stock issued | 286,000 | ||||||||||
Common stock, shares authorized | 315,000,000 | 315,000,000 | 315,000,000 | ||||||||
Class T Common Stock [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Number of common stock issued | 52,000 | ||||||||||
Common stock, shares authorized | 315,000,000 | 315,000,000 | 315,000,000 | ||||||||
Class W Common Stock [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Number of common stock issued | 67,000 | ||||||||||
Common stock, shares authorized | 70,000,000 | 70,000,000 | 70,000,000 | ||||||||
Class A, T and W Common Stock [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Gross proceeds from issuance of common stock | $ | $ 4,000,000 | ||||||||||
Private Offering [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Number of common stock issued | 10,800,000 | ||||||||||
Shares issued pursuant to distribution reinvestment plan | 1,000,000 | ||||||||||
Gross proceeds from issuance of common stock | $ | $ 93,000,000 | ||||||||||
Primary Offering [Member] | Class A Common Stock [Member] | S-11 Registration Statement [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Common stock sales price per share | $ / shares | $ 10.33 | ||||||||||
Primary Offering [Member] | Class T Common Stock [Member] | S-11 Registration Statement [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Common stock sales price per share | $ / shares | 10 | ||||||||||
Primary Offering [Member] | Class W Common Stock [Member] | S-11 Registration Statement [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Common stock sales price per share | $ / shares | 9.40 | ||||||||||
Primary and Public Offering [Member] | Class A Common Stock [Member] | S-11 Registration Statement [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Shares issuable pursuant to distribution reinvestment plan per share | $ / shares | 9.81 | ||||||||||
Primary and Public Offering [Member] | Class T Common Stock [Member] | S-11 Registration Statement [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Shares issuable pursuant to distribution reinvestment plan per share | $ / shares | 9.50 | ||||||||||
Primary and Public Offering [Member] | Class W Common Stock [Member] | S-11 Registration Statement [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Shares issuable pursuant to distribution reinvestment plan per share | $ / shares | $ 9.40 | ||||||||||
Advisor [Member] | Strategic Transfer Agent Services LLC [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Ownership percentage | 100.00% | ||||||||||
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 agreed to acquire 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% | ||||||||||
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 | ||||||||||
SmartStop Asset Management [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 | 100.00% | ||||||||||
Percentage of property management owned by sponsor | 100.00% | ||||||||||
SmartStop Asset Management [Member] | Dealer Manager [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Percentage of non-voting equity interest | 15.00% | ||||||||||
Affiliate [Member] | Strategic Storage Operating Partnership IV, L.P. [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Percentage owned by affiliate | 2.50% | ||||||||||
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 Offering [Member] | Class A Common Stock [Member] | S-11 Registration Statement [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Common stock shares registered for sale to public | 450,000,000 | ||||||||||
Maximum [Member] | Primary Offering [Member] | Class T Common Stock [Member] | S-11 Registration Statement [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Common stock shares registered for sale to public | 450,000,000 | ||||||||||
Maximum [Member] | Primary Offering [Member] | Class W Common Stock [Member] | S-11 Registration Statement [Member] | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Common stock shares registered for sale to public | 100,000,000 | ||||||||||
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 | |||
Mar. 31, 2019USD ($)Segment | Mar. 31, 2018USD ($)Property | Dec. 31, 2018USD ($) | Nov. 15, 2017 | |
Summary of Significant Accounting Policies [Line Items] | ||||
Beneficial interest for ownership percentage | 2.60% | |||
Number of properties acquired | Property | 3 | |||
Capitalized acquisition-related transaction costs | $ 1,700,000 | |||
Business acquisition, transaction costs | $ 0 | 200,000 | ||
Days allowed for lease cancellation | 30 days | |||
Estimated amortization expenses of intangible assets in 2019 | $ 5,500,000 | |||
Estimated amortization expenses of intangible assets in 2020 | 3,800,000 | |||
Estimated amortization expenses of intangible assets in 2021 | 600,000 | |||
Debt issuance costs | $ 2,254,500 | $ 2,184,030 | ||
Offering cost as percentage of gross offering proceeds | 1.00% | |||
Maximum period for reimbursement of offering cost | 60 days | |||
Maximum offering cost rate | 3.50% | |||
Maximum Dealer Manager sales commission as percentage of gross offering proceeds | 6.00% | |||
Maximum Dealer Manager fee as percentage of gross offering proceeds | 3.00% | 2.00% | ||
Underwriting compensation | 10.00% | |||
Minimum percentage of ordinary taxable income to be distributed to stockholders | 90.00% | |||
Number of reportable segments | Segment | 2 | |||
Class A Common Stock [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Maximum Dealer Manager sales commission as percentage of gross offering proceeds | 6.00% | |||
Maximum Dealer Manager fee as percentage of gross offering proceeds | 3.00% | |||
Class T Common Stock [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Maximum Dealer Manager sales commission as percentage of gross offering proceeds | 3.00% | |||
Maximum Dealer Manager fee as percentage of gross offering proceeds | 3.00% | |||
Daily stockholder servicing fee accrual description | 1/365th of 1% of the purchase price per share | |||
Class W Common Stock [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Maximum Dealer Manager fee as percentage of gross offering proceeds | 9.00% | |||
Daily stockholder servicing fee accrual description | 1/365th of 0.5% of the purchase price per share | |||
Maximum [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Initial term of lease | 12 months | |||
Maximum [Member] | Furniture, Fixtures and Equipment [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Standard depreciable life | 7 years | |||
Minimum [Member] | Furniture, Fixtures and Equipment [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Standard depreciable life | 3 years | |||
In-Place Leases [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Payments to acquire intangible assets | $ 0 | $ 6,500,000 | ||
Gross amount of lease intangibles | 22,300,000 | 22,300,000 | ||
Accumulated amortization of lease intangibles | $ 12,400,000 | $ 10,600,000 | ||
Reno Student Housing, DST [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Beneficial interest for ownership percentage | 2.60% | |||
Power 5 Conference Student Housing [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Beneficial interest for ownership percentage | 1.40% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Real property Assets (Detail) | 3 Months Ended |
Mar. 31, 2019 | |
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 ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Value | $ 207,900,295 | |
Fixed Rate Secured Debt [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 167,752,000 | $ 162,747,000 |
Carrying Value | $ 161,236,743 | $ 161,174,251 |
Real Estate Facilities - Summar
Real Estate Facilities - Summary of Activity in Real Estate Facilities (Detail) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Real estate facilities | |
Real estate facilities, beginning balance | $ 256,042,603 |
Real estate facilities, ending balance | 256,469,308 |
Accumulated depreciation | |
Accumulated depreciation, beginning balance | (7,153,132) |
Depreciation expense | (1,982,769) |
Accumulated depreciation, ending balance | (9,135,901) |
Student Housing [Member] | |
Real estate facilities | |
Additions | 111,842 |
Senior Housing [Member] | |
Real estate facilities | |
Additions | $ 314,863 |
Debt - Schedule of Company's Ou
Debt - Schedule of Company's Outstanding Debt (Detail) - USD ($) | Mar. 29, 2019 | Feb. 23, 2018 | Sep. 28, 2017 | Jun. 28, 2017 | Mar. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2018 | ||
Debt Instrument [Line Items] | |||||||||
Carrying Value | $ 207,900,295 | ||||||||
Debt issuance costs, net | (2,254,500) | $ (2,184,030) | |||||||
Total debt | 205,645,795 | 203,735,898 | |||||||
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. 1, 2024 | Jul. 1, 2024 | [1] | ||||||
Nationwide Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, initial interest rate | 3.84% | ||||||||
Maturity Date | Oct. 1, 2024 | ||||||||
Nationwide Loan [Member] | Tallahassee Property [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Carrying Value | [1] | $ 23,500,000 | 23,500,000 | ||||||
Debt instrument, initial interest rate | [1] | 3.84% | |||||||
Maturity Date | [1] | Oct. 1, 2024 | |||||||
Freddie Mac Utah Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Carrying Value | [2] | $ 46,905,000 | 46,905,000 | ||||||
Debt instrument, initial interest rate | 5.06% | 5.06% | [2] | ||||||
Maturity Date | [2] | Feb. 23, 2028 | |||||||
Courtyard Freddie Mac Mortgage Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Carrying Value | [3] | $ 63,200,000 | 63,200,000 | ||||||
Debt instrument, initial interest rate | 4.86% | [3] | 4.86% | ||||||
Maturity Date | [3] | Sep. 1, 2028 | |||||||
Utah Bridge Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Carrying Value | [4] | $ 12,195,108 | 12,195,108 | ||||||
Debt instrument, initial interest rate | [4] | 6.50% | |||||||
Maturity Date | Apr. 30, 2020 | Feb. 23, 2019 | Apr. 30, 2020 | [4] | |||||
Courtyard Initial Bridge Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Carrying Value | [5] | $ 27,000,000 | 27,000,000 | ||||||
Debt instrument, initial interest rate | [5] | 6.50% | |||||||
Maturity Date | [5] | Aug. 31, 2019 | |||||||
Courtyard Delayed Draw Commitment [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Carrying Value | [5] | $ 5,600,187 | $ 3,619,820 | ||||||
Debt instrument, initial interest rate | [5] | 6.50% | |||||||
Maturity Date | [5] | Aug. 31, 2019 | |||||||
[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 thereafter. | ||||||||
[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 thereafter. | ||||||||
[4] | The variable rate reflected in the table was the rate in effect as of March 31, 2019. | ||||||||
[5] | The variable rate reflected in the table was the rate in effect as of March 31, 2019. The loan may be extended eight months from the maturity date upon the payment of a fee equal to 0.50% of the outstanding principal balance of the loan at the time of such extension and certain other terms are met, such as there has not been an event of default. |
Debt - Schedule of Company's _2
Debt - Schedule of Company's Outstanding Debt (Parenthetical) (Detail) | Aug. 31, 2018 | Feb. 23, 2018Loan | Mar. 31, 2019PropertyLoan |
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 | ||
Courtyard Freddie Mac Mortgage Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest payment period | 4 years | 4 years | |
Amortization period | 30 years | 30 years | |
Courtyard Delayed Draw Commitment [Member] | |||
Debt Instrument [Line Items] | |||
Commitment fee percentage on loan principal outstanding | 0.50% | ||
Courtyard Initial Bridge Loan [Member] | |||
Debt Instrument [Line Items] | |||
Commitment fee percentage on loan principal outstanding | 0.50% |
Debt - Additional Information (
Debt - Additional Information (Detail) | Mar. 29, 2019 | Aug. 31, 2018USD ($) | Mar. 31, 2018USD ($) | Feb. 23, 2018USD ($)PropertyLoan | Sep. 28, 2017USD ($) | Jun. 28, 2017USD ($) | Mar. 31, 2019USD ($)PropertyLoan | Dec. 31, 2018USD ($) | Oct. 09, 2018USD ($) | ||
Debt Instrument [Line Items] | |||||||||||
Secured debt | $ 205,645,795 | $ 203,735,898 | |||||||||
Carrying Value | $ 207,900,295 | ||||||||||
Key Bank [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Payment of fees | $ 1,200,000 | ||||||||||
Nationwide Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Secured debt | $ 23,500,000 | ||||||||||
Loan maturity date | Oct. 1, 2024 | ||||||||||
Debt instrument, initial interest rate | 3.84% | ||||||||||
Loan prepayment period after written notice | 30 days | ||||||||||
Zero prepayment penalty period | 6 months | ||||||||||
Description of guarantees | We serve as non-recourse guarantor pursuant to the terms and conditions of the Nationwide Loan. | ||||||||||
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 | |||||||||
Carrying Value | [1] | $ 46,905,000 | 46,905,000 | ||||||||
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] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Secured debt | $ 24,500,000 | ||||||||||
Loan maturity date | Apr. 30, 2020 | Feb. 23, 2019 | Apr. 30, 2020 | [2] | |||||||
Debt instrument, initial interest rate | [2] | 6.50% | |||||||||
Debt instrument, description of variable rate | 1-month Libor plus 400 basis points | ||||||||||
Debt instrument, variable interest rate | 4.00% | ||||||||||
Loan maturity conditional maturity date | Aug. 23, 2019 | ||||||||||
Commitment fee percentage on loan principal outstanding | 0.50% | ||||||||||
Percentage of net proceeds from certain capital events required to be applied | 100.00% | ||||||||||
Carrying Value | [2] | $ 12,195,108 | 12,195,108 | ||||||||
Utah Bridge Loan [Member] | Key Bank [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds to be applied for loan payment amount | 2,700,000 | ||||||||||
Utah Bridge Loan [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Non-recourse guaranty expiry threshold liquidity. | $ 3,000,000 | ||||||||||
Courtyard Freddie Mac Mortgage Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Secured debt | $ 63,200,000 | ||||||||||
Debt term | 10 years | ||||||||||
Loan maturity date | [3] | Sep. 1, 2028 | |||||||||
Debt instrument, initial interest rate | 4.86% | 4.86% | [3] | ||||||||
Description of guarantees | We serve as non-recourse guarantors pursuant to the terms and conditions of the Freddie Mac Courtyard Loan. During the term of the Freddie Mac Courtyard Loan, we are required to maintain a net worth equal to or greater than $18.96 million and an initial liquidity requirement equal to or greater than $6.32 million. Once the Courtyard Bridge Loans are paid in full and the Memory Care Expansion (each defined further below) is complete, the liquidity requirement will be reduced to $4.8 million. We are able to reduce each of the foregoing liquidity requirements by an additional amount equal to the amount of the 12-month trailing cash flows of all our properties, up to a maximum reduction of $1.5 million | ||||||||||
Debt instrument, interest payment period | 4 years | 4 years | |||||||||
Amortization period | 30 years | 30 years | |||||||||
Carrying Value | [3] | $ 63,200,000 | 63,200,000 | ||||||||
Courtyard Freddie Mac Mortgage 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 | ||||||||||
Courtyard Freddie Mac Mortgage 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 | Aug. 31, 2019 | ||||||||||
Debt instrument, initial interest rate | 6.50% | ||||||||||
Non-recourse guaranty expiry threshold liquidity. | $ 4,800,000 | ||||||||||
Debt instrument, description of variable rate | 1-month Libor plus 400 basis points | ||||||||||
Debt instrument, variable interest rate | 4.00% | ||||||||||
Loan maturity conditional maturity date | Apr. 30, 2020 | ||||||||||
Commitment fee percentage on loan principal outstanding | 0.50% | ||||||||||
Percentage of net proceeds from certain capital events required to be applied | 100.00% | ||||||||||
Number of memory care units expected to be completed in property acquisition | Property | 23 | ||||||||||
Fayetteville Bridge Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Secured debt | $ 22,300,000 | ||||||||||
Debt instrument, initial interest rate | 5.23% | ||||||||||
Debt instrument, description of variable rate | 1-month Libor plus 400 basis points | ||||||||||
Debt instrument, variable interest rate | 4.00% | ||||||||||
Tallahassee Bridge Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Secured debt | $ 17,600,000 | ||||||||||
Debt instrument, initial interest rate | 5.24% | ||||||||||
Debt instrument, description of variable rate | 1-month Libor plus 400 basis points | ||||||||||
Debt instrument, variable interest rate | 4.00% | ||||||||||
Courtyard Initial Bridge Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loan maturity date | [4] | Aug. 31, 2019 | |||||||||
Debt instrument, initial interest rate | [4] | 6.50% | |||||||||
Loan maturity conditional maturity date | Apr. 30, 2020 | ||||||||||
Commitment fee percentage on loan principal outstanding | 0.50% | ||||||||||
Carrying Value | [4] | $ 27,000,000 | 27,000,000 | ||||||||
Courtyard Delayed Draw Commitment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loan maturity date | [4] | Aug. 31, 2019 | |||||||||
Debt instrument, initial interest rate | [4] | 6.50% | |||||||||
Commitment fee percentage on loan principal outstanding | 0.50% | ||||||||||
Carrying Value | [4] | $ 5,600,187 | 3,619,820 | ||||||||
Credit drawn amount | $ 2,500,000 | ||||||||||
Unused commitment fee percentage | 0.35% | ||||||||||
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. 1, 2024 | Jul. 1, 2024 | [5] | ||||||||
Debt instrument, initial interest rate | 4.20% | 4.20% | [5] | ||||||||
Loan prepayment period after written notice | 30 days | ||||||||||
Zero prepayment penalty period | 90 days | ||||||||||
Description of guarantees | We and H. Michael Schwartz, our Chief Executive Officer (our “CEO”), serve as non-recourse guarantors pursuant to the terms and conditions of the JPM Mortgage Loan. The non-recourse guaranty of our CEO 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. | ||||||||||
Carrying Value | [5] | $ 29,500,000 | $ 29,500,000 | ||||||||
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 | ||||||||||
[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 thereafter. | ||||||||||
[2] | The variable rate reflected in the table was the rate in effect as of March 31, 2019. | ||||||||||
[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 thereafter. | ||||||||||
[4] | The variable rate reflected in the table was the rate in effect as of March 31, 2019. The loan may be extended eight months from the maturity date upon the payment of a fee equal to 0.50% of the outstanding principal balance of the loan at the time of such extension and certain other terms are met, such as there has not been an event of default. | ||||||||||
[5] | 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 Secured Debt (Detail) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | |
Debt Instruments [Abstract] | |||
2019 | [1] | $ 32,600,187 | |
2020 | [2] | 12,723,052 | |
2021 | 679,120 | ||
2022 | 1,011,295 | ||
2023 | 1,680,592 | ||
2024 and thereafter | 159,206,049 | ||
Total payments | 207,900,295 | ||
Debt issuance costs, net | (2,254,500) | $ (2,184,030) | |
Total | $ 205,645,795 | $ 203,735,898 | |
[1] | The Courtyard Bridge Loans mature on August 31, 2019, but may be extended to April 30, 2020 upon the payment of a fee equal to 0.50% of the outstanding principal balance of the Courtyard Bridge Loans at the time of such extension and certain other customary terms and conditions are met. | ||
[2] | The Utah Bridge Loan has been reflected in the above table, assuming that the outstanding principal is paid off at the maturity of the loan. As described above, the proceeds from certain events and proceeds from the issuance of equity interests in us generally will be required to be applied to the then outstanding loan balance. |
Debt - Future Principal Payme_2
Debt - Future Principal Payment Requirements on Outstanding Secured Debt (Parenthetical) (Detail) - Courtyard Initial Bridge Loan [Member] | 3 Months Ended | |
Mar. 31, 2019 | ||
Debt Instrument [Line Items] | ||
Loan maturity date | Aug. 31, 2019 | [1] |
Loan maturity conditional maturity date | Apr. 30, 2020 | |
Commitment fee percentage on loan principal outstanding | 0.50% | |
[1] | The variable rate reflected in the table was the rate in effect as of March 31, 2019. The loan may be extended eight months from the maturity date upon the payment of a fee equal to 0.50% of the outstanding principal balance of the loan at the time of such extension and certain other terms are met, such as there has not been an event of default. |
Preferred Equity in our Opera_2
Preferred Equity in our Operating Partnership - Additional Information (Detail) - USD ($) | Jun. 28, 2017 | Oct. 31, 2018 | Mar. 31, 2019 | Aug. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | Sep. 28, 2017 |
Preferred Units [Line Items] | |||||||
Distribution description | The holders of Preferred Units receive 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 | 9.00% | ||||||
Repayments of bridge loan | $ 6,026,593 | ||||||
Second Amended and Restated Limited Partnership Agreement [Member] | |||||||
Preferred Units [Line Items] | |||||||
Preferred investor investment in operating partnership | $ 5,650,000 | ||||||
SAM Preferred Investor Limited Liability Company [Member] | |||||||
Preferred Units [Line Items] | |||||||
Preferred investor investment in operating partnership | $ 6,300,000 | ||||||
Preferred investor received | 252,000 | ||||||
Additional preferred units | 2,520 | 40,220 | |||||
Percentage of first tranche of investment | 1.00% | ||||||
Acquisition and loan deposits related to the acquisition | $ 1,010,000 | ||||||
Preferred units outstanding value | $ 10,200,000 | $ 10,200,000 | |||||
SAM Preferred Investor Limited Liability Company [Member] | Power 5 Conference Student Housing [Member] | |||||||
Preferred Units [Line Items] | |||||||
Preferred investor investment in operating partnership | $ 800,000 | ||||||
SAM Preferred Investor Limited Liability Company [Member] | Utah Bridge Loan [Member] | |||||||
Preferred Units [Line Items] | |||||||
Preferred investor investment in operating partnership | $ 3,000,000 | ||||||
Preferred investor received | 150,550 | ||||||
Additional preferred units | 1,505 | ||||||
Percentage of first tranche of investment | 1.00% | ||||||
Repayments of bridge loan | $ 2,900,000 | ||||||
SAM Preferred Investor Limited Liability Company [Member] | Portland Property [Member] | |||||||
Preferred Units [Line Items] | |||||||
Closing of property | $ 3,400,000 | ||||||
SAM Preferred Investor Limited Liability Company [Member] | Unit Purchase Agreement [Member] | |||||||
Preferred Units [Line Items] | |||||||
Liquidation preference per Preferred Unit | $ 25 | ||||||
Additional preferred units | 402 | ||||||
Percentage of previously funded amounts issued | 1.00% | ||||||
SAM Preferred Investor Limited Liability Company [Member] | Unit Purchase Agreement [Member] | Maximum [Member] | |||||||
Preferred Units [Line Items] | |||||||
Redeemable preferred equity | $ 12,000,000 | ||||||
Preferred investor received | 480,000 | ||||||
SAM Preferred Investor Limited Liability Company [Member] | Second Amended and Restated Limited Partnership Agreement [Member] | |||||||
Preferred Units [Line Items] | |||||||
Preferred investor received | 226,000 | ||||||
Additional preferred units | 2,260 | ||||||
Percentage of first tranche of investment | 1.00% |
Segment Disclosures - Additiona
Segment Disclosures - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2019Segment | |
Segment Reporting [Abstract] | |
Number of reportable business segments | 2 |
Segment Disclosures - Summary o
Segment Disclosures - Summary of Reportable Segments (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Total revenues | $ 8,381,328 | $ 3,561,436 |
Property operating expenses | (4,998,440) | (1,657,892) |
Net operating income | 3,382,888 | 1,903,544 |
Property operating expenses – affiliates | 690,927 | 111,682 |
General and administrative | 608,205 | 337,082 |
Depreciation | 1,982,769 | 1,019,870 |
Intangible amortization expense | 1,837,073 | 1,973,608 |
Acquisition expenses – affiliates | 55,974 | |
Other property acquisition expenses | 164,927 | |
Interest expense | 2,585,597 | 903,182 |
Interest expense – debt issuance costs | 197,573 | 78,537 |
Other | (18,847) | (7,698) |
Net loss | (4,500,409) | (2,733,620) |
Student Housing [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 2,023,952 | 2,293,714 |
Property operating expenses | (985,000) | (923,181) |
Net operating income | 1,038,952 | 1,370,533 |
Property operating expenses – affiliates | 238,249 | 86,182 |
Depreciation | 823,049 | 808,228 |
Intangible amortization expense | 1,615,800 | |
Interest expense | 535,350 | 535,350 |
Interest expense – debt issuance costs | 26,496 | 17,031 |
Other | (2,001) | |
Net loss | (582,191) | (1,692,058) |
Senior Housing [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 6,357,376 | 1,267,722 |
Property operating expenses | (4,013,440) | (734,711) |
Net operating income | 2,343,936 | 533,011 |
Property operating expenses – affiliates | 452,678 | 25,500 |
Depreciation | 1,156,782 | 211,642 |
Intangible amortization expense | 1,837,073 | 357,808 |
Acquisition expenses – affiliates | 55,974 | |
Other property acquisition expenses | 164,927 | |
Interest expense | 2,050,247 | 367,832 |
Interest expense – debt issuance costs | 171,077 | 61,506 |
Other | 962 | |
Net loss | (3,324,883) | (712,178) |
Corporate and Other [Member] | ||
Segment Reporting Information [Line Items] | ||
General and administrative | 608,205 | 337,082 |
Depreciation | 2,938 | |
Other | (17,808) | (7,698) |
Net loss | (593,335) | (329,384) |
Leasing and leasing related revenues [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 8,228,906 | 3,395,162 |
Leasing and leasing related revenues [Member] | Student Housing [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 2,023,952 | 2,293,714 |
Leasing and leasing related revenues [Member] | Senior Housing [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 6,204,954 | 1,101,448 |
Other Revenues [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 152,422 | 166,274 |
Other Revenues [Member] | Senior Housing [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | $ 152,422 | $ 166,274 |
Segment Disclosures - Summary_2
Segment Disclosures - Summary of Total Assets by Segment (Detail) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 276,880,395 | $ 277,969,615 |
Student Housing [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 93,836,300 | 94,593,010 |
Senior Housing [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 173,070,367 | 174,210,522 |
Corporate and Other [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 9,973,728 | $ 9,166,083 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | May 01, 2018 | Oct. 20, 2017 | Oct. 31, 2018 | Mar. 31, 2019 | Sep. 06, 2018 | Nov. 15, 2017 |
Related Party Transaction [Line Items] | ||||||
Reimbursement of offering cost rate | 1.00% | |||||
Maximum period for reimbursement of offering cost | 60 days | |||||
Maximum offering cost rate | 3.50% | |||||
Acquisition fee as percentage of contract purchase price | 2.00% | |||||
Monthly asset management fee | 0.05417% | |||||
Monthly asset management fee one twelfth of less than one percentage of average invested assets | one twelfth of 0.65% | |||||
Underwriting compensation | 10.00% | |||||
Maximum Dealer Manager fee as percentage of gross offering proceeds | 3.00% | 2.00% | ||||
Reno Student Housing, DST [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from Private Offering | $ 1,030,000 | |||||
Beneficial interest percentage | 2.60% | |||||
Power 5 Conference Student Housing [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Beneficial interest percentage | 1.40% | 1.40% | ||||
Proceeds from issuance of preferred units in operating partnership | $ 800,000 | |||||
Class A Common Stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum Dealer Manager fee as percentage of gross offering proceeds | 3.00% | |||||
Class T Common Stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum Dealer Manager fee as percentage of gross offering proceeds | 3.00% | |||||
Class W Common Stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum Dealer Manager fee as percentage of gross offering proceeds | 9.00% | |||||
Maximum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Financing fee percentage | 0.50% | |||||
Advisory Agreements [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Reimbursement of offering cost rate | 1.00% | |||||
Maximum period for reimbursement of offering cost | 60 days | |||||
Maximum offering cost rate | 3.50% | |||||
Gross proceeds from offering, threshold percentage of expenses for reimbursement | 15.00% | |||||
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 | 0.66667% | |||||
Increase in monthly asset management fee one twelfth of less than one percentage of average invested assets | one twelfth of 0.8% | |||||
Disposition fees percentage of sale price of property | 3.00% | |||||
Operating expenses reimbursement percentage of average investment in assets | 2.00% | |||||
Operating expenses reimbursement percentage of net income | 25.00% | |||||
Operating expenses exceed limitation | 12 months | |||||
Maximum days for disclosure fact | 60 days | |||||
Dealer Manager [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum dealer manager commission fee percentage of proceeds from Primary Offering | 3.00% | |||||
Maximum dealer manager fee percentage of proceeds from sales in Primary Private Offering | 2.00% | |||||
Underwriting compensation | 10.00% | |||||
Maximum Dealer Manager fee as percentage of gross offering proceeds | 3.00% | |||||
Percentage of non-voting equity interest | 15.00% | |||||
Percentage owned by affiliate in advisor | 2.50% | |||||
Dealer Manager [Member] | Primary Offering Dealer Manager Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Underwriting compensation | 10.00% | |||||
Dealer Manager [Member] | Class A Common Stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Sale commission fees percentage of proceed from Primary Offering | 6.00% | |||||
Maximum dealer manager fee percentage of proceeds from sales in Primary Private Offering | 3.00% | |||||
Dealer Manager [Member] | Class T Common Stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Sale commission fees percentage of proceed from Primary Offering | 3.00% | |||||
Maximum dealer manager fee percentage of proceeds from sales in Primary Private Offering | 3.00% | |||||
Dealer Manager [Member] | Class T Common Stock [Member] | Additional Paid In Capital Selling Commissions [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Monthly stockholder servicing fee accrual description | accrues daily in an amount equal to 1/365th of 1% of the purchase price per share | |||||
Dealer Manager [Member] | Class W Common Stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Servicing fee percentage | 9.00% | |||||
Dealer Manager [Member] | Class W Common Stock [Member] | Additional Paid In Capital Selling Commissions [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Monthly stockholder servicing fee accrual description | accrues daily in an amount equal to 1/365th of 0.5% of the purchase price per share | |||||
Dealer Manager [Member] | Maximum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Sale commission fees percentage of proceed from Primary Offering | 6.00% | |||||
SmartStop Asset Management [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Transfer Agent, one-time initial setup fee | $ 50,000 | |||||
Property Managers [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Property Managers fee percentage description | Effective May 1, 2018, we now 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 | 1.00% | |||||
Property Managers [Member] | Senior Housing Properties [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of oversight fee equal to gross revenues | 1.50% |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Costs - Related Party Transactions (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | ||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | $ 1,287,069 | $ 8,512,507 | |
Related party costs, Paid | 155,653 | 4,521,799 | |
Related party costs, Payable | 5,369,082 | 4,237,666 | |
Operating Expenses Including Organizational Costs [Member] | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 346,053 | 798,899 | |
Related party costs, Paid | 50,000 | 550,938 | |
Related party costs, Payable | 667,439 | 371,386 | |
Transfer Agent Expenses [Member] | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 21,534 | 107,473 | |
Related party costs, Paid | 58,000 | ||
Related party costs, Payable | 71,007 | 49,473 | |
Asset Management Fees [Member] | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | [1] | 573,353 | 1,303,198 |
Related party costs, Paid | [1] | 262,347 | |
Related party costs, Payable | [1] | 1,655,875 | 1,082,522 |
Property Management Oversight Fees [Member] | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 68,124 | 244,623 | |
Related party costs, Paid | 44,336 | ||
Related party costs, Payable | 268,411 | 200,287 | |
Acquisition Fees [Member] | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 154,311 | ||
Related party costs, Paid | 154,311 | ||
Debt Issuance Costs Capitalized [Member] | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 357,025 | ||
Related party costs, Paid | 390,907 | ||
Acquisition Expenses Capitalized [Member] | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 3,180,000 | ||
Related party costs, Paid | 1,200,000 | ||
Related party costs, Payable | 1,980,000 | 1,980,000 | |
Additional Paid In Capital Selling Commissions [Member] | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 77,753 | 894,118 | |
Related party costs, Paid | 48,599 | 926,278 | |
Related party costs, Payable | 29,154 | ||
Additional Paid-in Capital Dealer Manager Fees [Member] | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 53,351 | 511,522 | |
Related party costs, Paid | 38,774 | 527,342 | |
Related party costs, Payable | 14,577 | ||
Additional paid in Capital Stockholder Servicing Fees and Dealer Manager Servicing Fees [Member] | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | [2] | 24,000 | 47,955 |
Related party costs, Paid | [2] | 1,045 | 1,009 |
Related party costs, Payable | [2] | 69,901 | 46,946 |
Additional Paid-in Capital Offering Costs [Member] | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 122,901 | 913,383 | |
Related party costs, Paid | 17,235 | 406,331 | |
Related party costs, Payable | $ 612,718 | $ 507,052 | |
[1] | For the four months ended April 30, 2018, the Advisor permanently waived one half of the asset management fee totaling approximately $160,000. Such amount was waived permanently and accordingly will not be paid to the Advisor. Commensurate with our Public Offering being declared effective on May 1, 2018, the Advisor is no longer waiving the asset management fees. | ||
[2] | We pay our Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365 th th |
Related Party Transactions - _2
Related Party Transactions - Summary of Related Party Costs - Related Party Transactions (Parenthetical) (Detail) - USD ($) | 3 Months Ended | 4 Months Ended |
Mar. 31, 2019 | Apr. 30, 2018 | |
Related Party Transaction [Line Items] | ||
Asset management fee waived by advisor | $ 160,000 | |
Dealer Manager [Member] | Class T Common Stock [Member] | Additional Paid In Capital Selling Commissions [Member] | ||
Related Party Transaction [Line Items] | ||
Monthly stockholder servicing fee accrual description | accrues daily in an amount equal to 1/365th of 1% of the purchase price per share | |
Dealer Manager [Member] | Class W Common Stock [Member] | Additional Paid In Capital Selling Commissions [Member] | ||
Related Party Transaction [Line Items] | ||
Monthly stockholder servicing fee accrual description | accrues daily in an amount equal to 1/365th of 0.5% of the purchase price per share |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies [Line Items] | ||
Redemption of shares | 6,600 | 2,000 |
Redemption of shares in value | $ 49,000 | $ 15,000 |
Public Offering Distribution Reinvestment Plan [Member] | Class A Common Stock [Member] | ||
Commitments and Contingencies [Line Items] | ||
Purchase price per share | $ 9.81 | |
Public Offering Distribution Reinvestment Plan [Member] | Class T Common Stock [Member] | ||
Commitments and Contingencies [Line Items] | ||
Purchase price per share | 9.50 | |
Public Offering Distribution Reinvestment Plan [Member] | Class W Common Stock [Member] | ||
Commitments and Contingencies [Line Items] | ||
Purchase price per share | $ 9.40 | |
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 | |
Private Offering Share Redemption Program [Member] | ||
Commitments and Contingencies [Line Items] | ||
Maximum weighted average number of shares outstanding percentage | 5.00% | |
Public Offering Share Redemption Program [Member] | ||
Commitments and Contingencies [Line Items] | ||
Maximum weighted average number of shares outstanding percentage | 5.00% | |
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] | Private 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 by ACH in managing the properties, such as employee compensation, marketing costs and certain third-party administrative costs. | |
Construction management fee description | We also pay ACH 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] | ||
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 |
Commitments and Contingencies_2
Commitments and Contingencies - Stock for Redemptions Based on Number of Years Stock Held (Detail) | 3 Months Ended |
Mar. 31, 2019 | |
Less than 1 [Member] | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |
Redemption price | 0.00% |
More than 1 but less than 2 [Member] | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |
Redemption price | 90.00% |
More than 2 but less than 3 [Member] | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |
Redemption price | 92.50% |
More than 3 but less than 4 [Member] | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |
Redemption price | 95.00% |
More than 4 [Member] | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |
Redemption price | 100.00% |
Declaration of Distributions -
Declaration of Distributions - Additional Information (Detail) | Mar. 12, 2019$ / shares |
Schedule Of Stockholders Equity [Line Items] | |
Common stock daily distribution declared | $ 0.0016980822 |
Common stock daily distribution declared date | Mar. 12, 2019 |
Cash distribution record date start | Apr. 1, 2019 |
Cash distribution record date end | Jun. 30, 2019 |
Class T Common Stock [Member] | |
Schedule Of Stockholders Equity [Line Items] | |
Common stock daily distribution payable | $ 0.00142 |
Class W Common Stock [Member] | |
Schedule Of Stockholders Equity [Line Items] | |
Common stock daily distribution payable | $ 0.00157 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | May 13, 2019 | Apr. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Subsequent Event [Line Items] | ||||||
Gross proceeds from issuance of common stock | $ 1,919,474 | $ 15,512,031 | ||||
Outstanding balance | 207,900,295 | |||||
Utah Bridge Loan [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Outstanding balance | [1] | $ 12,195,108 | $ 12,195,108 | |||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Gross proceeds from issuance of common stock | $ 4,200,000 | |||||
Subsequent Event [Member] | Utah Bridge Loan [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Repayment of loan | $ 750,000 | |||||
Outstanding balance | $ 11,400,000 | |||||
Class A Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Sale of shares of common stock | 286,000 | |||||
Class A Common Stock [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Sale of shares of common stock | 300,000 | |||||
Class T Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Sale of shares of common stock | 52,000 | |||||
Class T Common Stock [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Sale of shares of common stock | 59,000 | |||||
Class W Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Sale of shares of common stock | 67,000 | |||||
Class W Common Stock [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Sale of shares of common stock | 72,000 | |||||
[1] | The variable rate reflected in the table was the rate in effect as of March 31, 2019. |