Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 10, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Strategic Student & Senior Housing Trust, Inc. | |
Entity Central Index Key | 0001698538 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | true | |
Entity File Number | 333-220646 | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 81-4112948 | |
Entity Address, Address Line One | 10 Terrace Road | |
Entity Address, City or Town | Ladera Ranch | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92694 | |
City Area Code | 877 | |
Local Phone Number | 327-3485 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 11,600,000 | |
Class T Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 100,000 | |
Class W Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 100,000 | |
Class Y Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,100,000 | |
Class Z Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 200,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Real estate facilities: | ||
Land | $ 20,688,000 | $ 20,688,000 |
Buildings | 233,041,719 | 232,934,499 |
Site improvements | 4,259,917 | 4,259,917 |
Furniture, fixtures and equipment | 11,073,609 | 10,858,329 |
Real estate facilities, gross | 269,063,245 | 268,740,745 |
Accumulated depreciation | (19,556,595) | (15,243,833) |
Real estate investment property net excluding construction in process | 249,506,650 | 253,496,912 |
Construction in process | 159,881 | 198,222 |
Real estate facilities, net | 249,666,531 | 253,695,134 |
Cash and cash equivalents | 11,059,618 | 7,511,103 |
Restricted cash | 1,381,524 | 3,555,542 |
Other assets | 3,342,107 | 3,870,696 |
Intangible assets, net | 2,536,132 | 4,445,932 |
Total assets | 267,985,912 | 273,078,407 |
LIABILITIES AND EQUITY | ||
Debt, net | 208,105,911 | 208,418,809 |
Accounts payable and accrued liabilities | 4,306,908 | 4,215,397 |
Due to affiliates | 8,321,375 | 8,118,348 |
Distributions payable | 2,508,275 | 1,965,244 |
Total liabilities | 223,242,469 | 222,717,798 |
Commitments and contingencies (Note 8) | ||
Redeemable common stock | 5,350,610 | 4,723,961 |
Preferred equity in our Operating Partnership | 10,150,066 | 10,142,303 |
Strategic Student & Senior Housing Trust, Inc. equity: | ||
Preferred stock, $0.001 par value; 200,000,000 shares authorized; none issued and outstanding at June 30, 2020 and December 31, 2019 | ||
Additional paid-in capital | 97,655,806 | 93,609,304 |
Distributions | (17,199,734) | (15,238,571) |
Accumulated deficit | (50,153,954) | (41,837,130) |
Total Strategic Student & Senior Housing Trust, Inc. equity | 30,315,197 | 36,546,259 |
Noncontrolling interests in our Operating Partnership | (1,072,430) | (1,051,914) |
Total equity | 29,242,767 | 35,494,345 |
Total liabilities and equity | 267,985,912 | 273,078,407 |
Class A Common Stock [Member] | ||
Strategic Student & Senior Housing Trust, Inc. equity: | ||
Common stock | 11,625 | 11,566 |
Class T Common Stock [Member] | ||
Strategic Student & Senior Housing Trust, Inc. equity: | ||
Common stock | 78 | 77 |
Class W Common Stock [Member] | ||
Strategic Student & Senior Housing Trust, Inc. equity: | ||
Common stock | 87 | 86 |
Class Y Common Stock [Member] | ||
Strategic Student & Senior Housing Trust, Inc. equity: | ||
Common stock | 1,122 | 768 |
Class Z Common Stock [Member] | ||
Strategic Student & Senior Housing Trust, Inc. equity: | ||
Common stock | $ 167 | $ 159 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 245,000,000 | 245,000,000 |
Common stock, shares issued | 11,625,430 | 11,565,901 |
Common stock, shares outstanding | 11,625,430 | 11,565,901 |
Class T Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 115,000,000 | 115,000,000 |
Common stock, shares issued | 77,598 | 76,991 |
Common stock, shares outstanding | 77,598 | 76,991 |
Class W Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 70,000,000 | 70,000,000 |
Common stock, shares issued | 85,548 | 85,198 |
Common stock, shares outstanding | 85,548 | 85,198 |
Class Y Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 1,123,349 | 768,611 |
Common stock, shares outstanding | 1,123,349 | 768,611 |
Class Z Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 70,000,000 | 70,000,000 |
Common stock, shares issued | 166,494 | 159,070 |
Common stock, shares outstanding | 166,494 | 159,070 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues: | ||||
Total revenues | $ 8,394,776 | $ 8,451,571 | $ 17,128,375 | $ 16,832,899 |
Operating expenses: | ||||
Property operating expenses – affiliates | 709,833 | 690,980 | 1,424,085 | 1,381,907 |
General and administrative | 364,014 | 574,341 | 829,491 | 1,182,546 |
Depreciation | 2,155,152 | 1,985,916 | 4,312,762 | 3,968,685 |
Intangible amortization expense | 954,900 | 1,836,354 | 1,909,800 | 3,673,427 |
Total operating expenses | 9,821,714 | 10,093,641 | 19,633,701 | 20,211,055 |
Operating loss | (1,426,938) | (1,642,070) | (2,505,326) | (3,378,156) |
Other income (expense): | ||||
Interest expense | (2,420,834) | (2,543,584) | (4,982,221) | (5,129,181) |
Interest expense – debt issuance costs | (142,167) | (185,795) | (262,118) | (383,368) |
Other | 1,808 | (27,604) | (51,202) | (8,757) |
Net loss | (3,988,131) | (4,399,053) | (7,800,867) | (8,899,462) |
Less: Distributions to preferred unitholders in our Operating Partnership | (265,207) | (243,810) | (524,760) | (482,050) |
Less: Accretion of preferred equity costs | (3,879) | (11,648) | (7,763) | (23,297) |
Net loss attributable to the noncontrolling interests in our Operating Partnership | 8,470 | 10,336 | 16,566 | 19,853 |
Net loss attributable to Strategic Student & Senior Housing Trust, Inc. common stockholders | (4,248,747) | (4,644,175) | (8,316,824) | (9,384,956) |
Student Housing [Member] | ||||
Revenues: | ||||
Total revenues | 1,721,032 | 2,035,523 | 3,555,503 | 4,059,475 |
Operating expenses: | ||||
Property operating expenses | 897,294 | 872,611 | 1,852,748 | 1,857,611 |
Property operating expenses – affiliates | 236,167 | 236,112 | 473,265 | 474,361 |
Depreciation | 833,317 | 828,355 | 1,665,882 | 1,651,404 |
Other income (expense): | ||||
Interest expense | (535,350) | (535,350) | (1,070,700) | (1,070,700) |
Interest expense – debt issuance costs | (26,496) | (26,495) | (52,992) | (52,991) |
Other | (139) | 1,862 | ||
Net loss | (807,592) | (463,539) | (1,560,084) | (1,045,730) |
Senior Housing [Member] | ||||
Revenues: | ||||
Total revenues | 6,673,744 | 6,416,048 | 13,572,872 | 12,773,424 |
Operating expenses: | ||||
Property operating expenses | 4,740,521 | 4,133,439 | 9,304,815 | 8,146,879 |
Property operating expenses – affiliates | 473,666 | 454,868 | 950,820 | 907,546 |
Depreciation | 1,318,238 | 1,154,448 | 2,639,687 | 2,311,230 |
Intangible amortization expense | 954,900 | 1,836,354 | 1,909,800 | 3,673,427 |
Other income (expense): | ||||
Interest expense | (1,885,484) | (2,008,234) | (3,911,521) | (4,058,481) |
Interest expense – debt issuance costs | (115,671) | (159,300) | (209,126) | (330,377) |
Other | (823) | (370) | (1,785) | |
Net loss | $ (2,814,736) | $ (3,331,418) | $ (5,353,267) | $ (6,656,301) |
Class A Common Stock [Member] | ||||
Other income (expense): | ||||
Net loss per share – basic and diluted | $ (0.33) | $ (0.40) | $ (0.64) | $ (0.82) |
Weighted average shares outstanding – basic and diluted | 11,615,267 | 11,384,828 | 11,601,094 | 11,293,231 |
Class T Common Stock [Member] | ||||
Other income (expense): | ||||
Net loss per share – basic and diluted | $ (0.33) | $ (0.40) | $ (0.64) | $ (0.82) |
Weighted average shares outstanding – basic and diluted | 77,598 | 64,133 | 77,452 | 51,875 |
Class W Common Stock [Member] | ||||
Other income (expense): | ||||
Net loss per share – basic and diluted | $ (0.33) | $ (0.40) | $ (0.64) | $ (0.82) |
Weighted average shares outstanding – basic and diluted | 85,548 | 77,735 | 85,464 | 70,238 |
Class Y Common Stock [Member] | ||||
Other income (expense): | ||||
Net loss per share – basic and diluted | $ (0.33) | $ (0.64) | ||
Weighted average shares outstanding – basic and diluted | 1,123,349 | 1,046,598 | ||
Class Z Common Stock [Member] | ||||
Other income (expense): | ||||
Net loss per share – basic and diluted | $ (0.33) | $ (0.64) | ||
Weighted average shares outstanding – basic and diluted | 166,494 | 164,712 |
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] | Common Stock Class Y [Member] | Common Stock Class Z [Member] | Additional Paid-in Capital [Member] | Distributions [Member] | Accumulated Deficit [Member] | Strategic Student & Senior Housing Trust, Inc. [Member] | Noncontrolling Interests in our Operating Partnership [Member] | Preferred Equity in our Operating Partnership [Member] | Redeemable Common Stock [Member] |
Beginning Balance at Dec. 31, 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 | ||||||||||
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 | ||||||||||
Net loss attributable to Strategic Student & Senior Housing Trust, Inc. | (9,384,956) | ||||||||||||
Net loss attributable to the noncontrolling interests | (19,853) | ||||||||||||
Ending Balance at Jun. 30, 2019 | 41,558,998 | $ 11,469 | $ 71 | $ 83 | 85,705,345 | (11,487,606) | (31,648,634) | 42,580,728 | (1,021,730) | 10,119,005 | 3,649,683 | ||
Ending Balance, shares at Jun. 30, 2019 | 11,468,374 | 70,512 | 83,604 | ||||||||||
Beginning 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 | ||
Beginning Balance, shares at Mar. 31, 2019 | 11,339,061 | 52,019 | 67,052 | ||||||||||
Gross proceeds from issuance of common stock | 1,120,761 | $ 76 | $ 18 | $ 16 | 1,120,651 | 1,120,761 | |||||||
Gross proceeds from issuance of common stock, shares | 76,163 | 18,100 | 16,277 | ||||||||||
Offering costs | (533,854) | (533,854) | (533,854) | ||||||||||
Reimbursement of offering costs by Advisor | 1,530 | 1,530 | 1,530 | ||||||||||
Changes to redeemable common stock | (588,006) | (588,006) | (588,006) | 588,006 | |||||||||
Redemptions of common stock | (9) | $ (9) | (9) | (115,028) | |||||||||
Redemptions of common stock (in shares) | (8,646) | ||||||||||||
Distributions | (1,779,287) | (1,779,287) | (1,779,287) | ||||||||||
Distributions to noncontrolling interests | (5,164) | (5,164) | |||||||||||
Distributions to preferred unitholders in our Operating Partnership | (243,810) | ||||||||||||
Issuance of shares for distribution reinvestment plan | 588,006 | $ 60 | $ 1 | 587,945 | 588,006 | ||||||||
Issuance of shares for distribution reinvestment plan (in shares) | 59,296 | 393 | 275 | ||||||||||
Issuance of restricted stock | 3 | $ 3 | 3 | ||||||||||
Issuance of restricted stock (in shares) | 2,500 | ||||||||||||
Stock based compensation expense | 5,374 | 5,374 | 5,374 | ||||||||||
Net loss attributable to Strategic Student & Senior Housing Trust, Inc. | (4,644,175) | (4,644,175) | (4,644,175) | 243,810 | |||||||||
Net loss attributable to the noncontrolling interests | (10,336) | (10,336) | |||||||||||
Accretion of non-cash preferred equity issuance costs | 11,648 | ||||||||||||
Ending Balance at Jun. 30, 2019 | 41,558,998 | $ 11,469 | $ 71 | $ 83 | 85,705,345 | (11,487,606) | (31,648,634) | 42,580,728 | (1,021,730) | 10,119,005 | 3,649,683 | ||
Ending Balance, shares at Jun. 30, 2019 | 11,468,374 | 70,512 | 83,604 | ||||||||||
Beginning Balance at Dec. 31, 2019 | 35,494,345 | $ 11,566 | $ 77 | $ 86 | $ 768 | $ 159 | 93,609,304 | (15,238,571) | (41,837,130) | 36,546,259 | (1,051,914) | 10,142,303 | 4,723,961 |
Beginning Balance, shares at Dec. 31, 2019 | 11,565,901 | 76,991 | 85,198 | 768,611 | 159,070 | ||||||||
Gross proceeds from issuance of common stock | 3,313,673 | $ 349 | $ 7 | 3,313,317 | 3,313,673 | ||||||||
Gross proceeds from issuance of common stock, shares | 349,320 | 6,989 | |||||||||||
Offering costs | (559,004) | (559,004) | (559,004) | ||||||||||
Reimbursement of offering costs by Advisor | 245,557 | 245,557 | 245,557 | ||||||||||
Changes to redeemable common stock | (625,507) | (625,507) | (625,507) | 625,507 | |||||||||
Redemptions of common stock | (4) | $ (4) | (4) | ||||||||||
Redemptions of common stock (in shares) | (3,544) | ||||||||||||
Distributions | (1,958,880) | (1,958,880) | (1,958,880) | ||||||||||
Distributions to noncontrolling interests | (3,950) | (3,950) | |||||||||||
Distributions to preferred unitholders in our Operating Partnership | (259,553) | ||||||||||||
Issuance of shares for distribution reinvestment plan | 625,507 | $ 60 | $ 1 | $ 1 | $ 5 | $ 1 | 625,439 | 625,507 | |||||
Issuance of shares for distribution reinvestment plan (in shares) | 60,450 | 607 | 350 | 5,418 | 435 | ||||||||
Stock based compensation expense | 5,875 | 5,875 | 5,875 | ||||||||||
Net loss attributable to Strategic Student & Senior Housing Trust, Inc. | (4,068,077) | (4,068,077) | (4,068,077) | 259,553 | |||||||||
Net loss attributable to the noncontrolling interests | (8,096) | (8,096) | |||||||||||
Accretion of non-cash preferred equity issuance costs | 3,884 | ||||||||||||
Ending Balance at Mar. 31, 2020 | 32,461,439 | $ 11,622 | $ 78 | $ 87 | $ 1,122 | $ 167 | 96,614,981 | (17,197,451) | (45,905,207) | 33,525,399 | (1,063,960) | 10,146,187 | 5,349,468 |
Ending Balance, shares at Mar. 31, 2020 | 11,622,807 | 77,598 | 85,548 | 1,123,349 | 166,494 | ||||||||
Beginning Balance at Dec. 31, 2019 | 35,494,345 | $ 11,566 | $ 77 | $ 86 | $ 768 | $ 159 | 93,609,304 | (15,238,571) | (41,837,130) | 36,546,259 | (1,051,914) | 10,142,303 | 4,723,961 |
Beginning Balance, shares at Dec. 31, 2019 | 11,565,901 | 76,991 | 85,198 | 768,611 | 159,070 | ||||||||
Net loss attributable to Strategic Student & Senior Housing Trust, Inc. | (8,316,824) | ||||||||||||
Net loss attributable to the noncontrolling interests | (16,566) | ||||||||||||
Ending Balance at Jun. 30, 2020 | 29,242,767 | $ 11,625 | $ 78 | $ 87 | $ 1,122 | $ 167 | 97,655,806 | (17,199,734) | (50,153,954) | 30,315,197 | (1,072,430) | 10,150,066 | 5,350,610 |
Ending Balance, shares at Jun. 30, 2020 | 11,625,430 | 77,598 | 85,548 | 1,123,349 | 166,494 | ||||||||
Beginning Balance at Mar. 31, 2020 | $ 32,461,439 | $ 11,622 | $ 78 | $ 87 | $ 1,122 | $ 167 | 96,614,981 | (17,197,451) | (45,905,207) | 33,525,399 | (1,063,960) | 10,146,187 | 5,349,468 |
Beginning Balance, shares at Mar. 31, 2020 | 11,622,807 | 77,598 | 85,548 | 1,123,349 | 166,494 | ||||||||
Gross proceeds from issuance of common stock, shares | 0 | ||||||||||||
Offering costs | $ (62,721) | (62,721) | (62,721) | ||||||||||
Adjustment to offering costs | 503,373 | 503,373 | 503,373 | ||||||||||
Reimbursement of offering costs by Advisor | 593,991 | 593,991 | 593,991 | ||||||||||
Changes to redeemable common stock | (1,142) | (1,142) | (1,142) | 1,142 | |||||||||
Distributions | (2,283) | (2,283) | (2,283) | ||||||||||
Distributions to preferred unitholders in our Operating Partnership | (265,207) | ||||||||||||
Issuance of shares for distribution reinvestment plan | 1,142 | 1,142 | 1,142 | ||||||||||
Issuance of shares for distribution reinvestment plan (in shares) | 123 | ||||||||||||
Issuance of restricted stock | 3 | $ 3 | 3 | ||||||||||
Issuance of restricted stock (in shares) | 2,500 | ||||||||||||
Stock based compensation expense | 6,182 | 6,182 | 6,182 | ||||||||||
Net loss attributable to Strategic Student & Senior Housing Trust, Inc. | (4,248,747) | (4,248,747) | (4,248,747) | 265,207 | |||||||||
Net loss attributable to the noncontrolling interests | (8,470) | (8,470) | |||||||||||
Accretion of non-cash preferred equity issuance costs | 3,879 | ||||||||||||
Ending Balance at Jun. 30, 2020 | $ 29,242,767 | $ 11,625 | $ 78 | $ 87 | $ 1,122 | $ 167 | $ 97,655,806 | $ (17,199,734) | $ (50,153,954) | $ 30,315,197 | $ (1,072,430) | $ 10,150,066 | $ 5,350,610 |
Ending Balance, shares at Jun. 30, 2020 | 11,625,430 | 77,598 | 85,548 | 1,123,349 | 166,494 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (7,800,867) | $ (8,899,462) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 6,222,562 | 7,642,112 |
Amortization of debt issuance costs | 262,118 | 383,368 |
Stock based compensation expense related to issuance of restricted stock | 12,057 | 9,780 |
Increase (decrease) in cash, cash equivalents, and restricted cash from changes in assets and liabilities: | ||
Other assets | 518,713 | 339,402 |
Accounts payable and accrued liabilities | 107,471 | 369,440 |
Due to affiliates | 1,185,390 | 1,947,316 |
Net cash provided by operating activities | 507,444 | 1,791,956 |
Cash flows from investing activities: | ||
Additions to real estate | (570,013) | (826,351) |
Additions to construction in process | (4,617,891) | |
Net cash used in investing activities | (570,013) | (5,444,242) |
Cash flows from financing activities: | ||
Principal payments of KeyBank Bridge Loans | (2,099,934) | (1,000,000) |
Scheduled principal payments of mortgage loans | (178,842) | |
Debt issuance costs | (260,083) | (70,496) |
Gross proceeds from issuance of common stock | 3,313,677 | 3,030,455 |
Redemptions of common stock | (30,392) | (63,900) |
Offering costs | (182,724) | (352,544) |
Reimbursement of offering costs by Advisor | 245,557 | |
Distributions paid to common stockholders | (1,316,243) | (2,350,716) |
Distributions paid to Operating Partnership unitholders | (3,950) | (7,854) |
Net cash provided by financing activities | 1,437,066 | 3,539,490 |
Net change in cash, cash equivalents, and restricted cash | 1,374,497 | (112,796) |
Cash, cash equivalents, and restricted cash, beginning of period | 11,066,645 | 11,272,611 |
Cash, cash equivalents, and restricted cash, end of period | 12,441,142 | 11,159,815 |
Supplemental disclosures and non-cash transactions: | ||
Cash paid for interest | 4,521,220 | 5,124,884 |
Interest capitalized | 137,146 | |
Additions to debt issuance costs included in accounts payable and accrued liabilities | 135,000 | |
Additions to real estate facilities and construction in process included in accounts payable and accrued liabilities | 5,571 | 1,360,884 |
Proceeds from issuance of common stock previously in accounts payable and accrued liabilities | 73,900 | |
Offering costs included in accounts payable and accrued liabilities or due to affiliates | 439,003 | 588,876 |
Adjustment to offering costs included in due to affiliates | (1,097,364) | |
Distributions payable | 1,200,686 | 1,072,847 |
Redemptions of common stock included in accounts payable and accrued liabilities | 115,037 | |
Issuance of shares pursuant to distribution reinvestment plan | 626,649 | 1,153,657 |
KeyBank Bridge [Member] | ||
Cash flows from financing activities: | ||
Proceeds from issuance loans | $ 4,354,545 | |
PPP [Member] | ||
Cash flows from financing activities: | ||
Proceeds from issuance loans | $ 1,950,000 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2020 | |
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, Class T shares, and Class W shares— and up to $95,000,000 in shares of common stock for sale pursuant to our distribution reinvestment plan (together with the Primary Offering, the “Public Offering”). . On June 21, 2019, we suspended the sale of Class A shares, Class T shares, and Class W shares in the Primary Offering and filed a post-effective amendment to our Registration Statement to register two new classes of shares (Class Y common stock and Class Z common stock) with the SEC. On July 10, 2019, the amendment to our Registration Statement was declared effective by the SEC. Also on July 10, 2019, we filed articles supplementary to our charter which reclassified certain authorized and unissued shares of our common stock into Class Y shares and Class Z shares. Effective as of July 10, 2019, we began offering Class Y shares (up to $700 million in shares) and Class Z shares (up to $300 million in shares) in our Primary Offering at a price of $9.30 per share and Class A shares, Class T shares, Class W shares, Class Y shares, and Class Z shares pursuant to our distribution reinvestment plan at a price of $9.30 per share. The Class Y shares and Class Z shares have similar voting rights and rights upon liquidation to the Class A shares, Class T shares, and Class W shares, although distributions are expected to differ because of the stockholder servicing fee associated with the Class Y shares and the dealer manager servicing fee associated with the Class Z shares. On March 30, 2020, our board of directors approved the suspension of the Primary Offering based upon various factors, including the uncertainty relating to the novel coronavirus (“COVID-19”) pandemic and its potential impact on us and our overall financial results. Our board of directors also approved the suspension of our share redemption program (see Note 8 – Commitments and Contingencies for additional detail) and the suspension of distributions to our stockholders. As of March 31, 2020, prior to suspension of our Primary Offering, we had sold approximately 362,000 Class A shares, approximately 70,000 Class T shares, approximately 83,000 Class W shares, approximately 1.1 million Class Y shares, and approximately 165,000 Class Z shares for gross offering proceeds of approximately $17.1 million in our Primary Offering. Subsequent to March 31, 2020, no sales have been made pursuant to the Primary 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 June 30, 2020, 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 June 30, 2020, we owned approximately 99.8% of the common units of limited partnership interest of our Operating Partnership. The remaining approximately 0.2% of the common units are owned by our Advisor. We will conduct certain activities directly or indirectly through our taxable REIT subsidiary, SSSHT TRS, Inc., a Delaware corporation (the “TRS”) which was formed on October 6, 2016, and is a wholly owned subsidiary of our Operating Partnership. See Note 5 – Preferred Equity in our Operating Partnership. SmartStop Asset Management, LLC, a Delaware limited liability company organized in 2013 (our “Sponsor”), is the sponsor of our Public Offering. Our Sponsor is a company primarily focused on providing real estate advisory, asset management, and property management services. In June 2019, our Sponsor entered into a series of transactions with SmartStop Self Storage REIT, Inc. (f/k/a Strategic Storage Trust II, Inc.) (“SmartStop”) in which SmartStop acquired the self storage advisory, asset management, property management, investment management, and certain joint venture interests of our Sponsor. As a result of the transactions, our Sponsor and its subsidiaries own limited partnership units in the operating partnership of SmartStop, and our Sponsor is now focused primarily on student and senior housing. Our Sponsor owns 97.5% of the economic interests (and 100% of the voting membership interests) of our Advisor and owns 100% of our Property Manager, each as defined below. We have no employees. Our advisor is SSSHT Advisor, LLC, a Delaware limited liability company (our “Advisor”) which was formed on October 3, 2016. The majority of the officers of our Advisor are also officers of us and our Sponsor. Our Advisor is responsible for managing our affairs on a day-to-day basis and identifying and making acquisitions and investments on our behalf under the terms of the Advisory Agreement, as defined elsewhere herein. Please see Note 7 – Related Party Transactions for additional detail. SSSHT Property Management, LLC, a Delaware limited liability company (our “Property Manager”), was formed on October 3, 2016. Our Property Manager derives substantially all of its income from the property management oversight services it performs for us. We 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. Our student housing properties are managed by a third-party student housing property manager. Our senior housing properties are managed by third-party senior living operators. Please see Note 8 – Commitments and Contingencies for additional detail. Our dealer manager was Select Capital Corporation, a California corporation (our “Former Dealer Manager”). On April 17, 2020, in accordance with provisions of the Dealer Manager Agreement, we provided a 60-day termination notice to our Former Dealer Manager and p ursuant to such notice, the Dealer Manager Agreement was terminated on June 16, 2020 Our Sponsor owns 100% of the membership interests of Strategic Transfer Agent Services, LLC, our transfer agent (our “Transfer Agent”). Our Transfer Agent provides transfer agent and registrar services to us that are substantially similar to what a third party transfer agent would provide in the ordinary course of performing its functions as a transfer agent. Please see Note 7 – Related Party Transactions for additional detail. Prior to May 1, 2018, our Advisor provided services on our behalf similar to those provided by our Transfer Agent. As we 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 limited partnership units 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 (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 . The glob al economy has continued to be adversely impacted by the COVID-19 pandemic, including in the United States and in the markets in which we operate. The extent and duration to which our operations will be impacted is highly uncertain and cannot be predicted. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC. Principles of Consolidation Our financial statements, and the financial statements of our Operating Partnership, including its wholly-owned subsidiaries, are consolidated in the accompanying consolidated financial statements. The portion of these consolidated entities not wholly-owned by us is presented as noncontrolling interests. All 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 June 30, 2020, 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, is consolidated by the Company and the limited partner interest is reflected as a noncontrolling interest in the accompanying consolidated balance sheets. The noncontrolling interest shall be attributed its share of income and losses, even if that attribution results in a deficit noncontrolling interest balance. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management will adjust such estimates when facts and circumstances dictate. Actual results could materially differ from those estimates. The most significant estimates made include the allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed at relative fair value, the determination if certain entities should be consolidated, the evaluation of potential impairment of long-lived assets, and the estimated useful lives of real estate assets and intangibles. Cash and Cash Equivalents We consider all short-term, highly liquid investments that are readily convertible to cash with a maturity of three months or less at the time of purchase to be cash equivalents. We may maintain cash and cash equivalents in financial institutions in excess of insured limits, but believe this risk will be mitigated by only investing in or through high quality 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 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. Accordingly, once an acquisition is deemed probable, transaction costs are capitalized rather than expensed. During the six months ended June 30, 2020 and 2019, we did not acquire any properties or incur any acquisition-related transaction costs. 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 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 revenue recognition guidance (“ASC Topic 606”) under GAAP. The revenues derived from our leases are accounted for pursuant to ASU 2016-02, “Leases (ASC Topic 842).” 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, we have elected to adopt a practical expedient not to separate lease and nonlease components, which can only be applied to leasing arrangements for which (i) the timing and pattern of transfer are the same for the lease and nonlease components and (ii) the lease component, if accounted for separately, would be classified as an operating lease. Under this practical expedient, contracts that are predominantly lease-based would be accounted for under ASU 2016-02, and contracts that are predominantly service-based would be accounted for under ASC Topic 606. Lease and nonlease revenue components that are accounted for within the scope of 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 ASC Topic 606 are: • The revenue from the ancillary services provided at our senior housing properties are recognized monthly as the performance obligation related to those services is completed. I f we determine that a receivable is not probable of being substantially collected, we adjust the amount of leasing and related revenues recorded related to such tenant and recognize future revenues for such tenant on a cash basis . 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 June 30, 2020 and December 31, 2019, the gross amount allocated to in-place leases was approximately $22.3 million and accumulated amortization of in-place lease intangibles totaled approximately $19.8 and $17.8 million, respectively. The total additional estimated future amortization expense of intangible assets recognized as of June 30, 2020 will be approximately $1.9 million, and $0.6 million for the years ending December 31, 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 $1.8 Organization and Offering Costs Our Advisor may fund organization and offering costs on our behalf. We are required to reimburse our Advisor for such organization and offering costs; provided, however, our Advisor funded, and was not reimbursed for 1.0% of the gross offering proceeds from the sale of Class W shares towards payment of organization and offering expenses, which we recognized as a capital contribution from our Advisor. Additionally, our Advisor has also agreed to fund, and will not be reimbursed for 1.0% of the gross offering proceeds from the sale of Class Y shares and Class Z shares sold in our Public Offering, which we recognize as a capital contribution from our Advisor. Our Advisor must reimburse us within 60 days after the end of the month in which the Public Offering terminates to the extent organization and offering expenses incurred in good faith in connection with the sale of Class Y shares and Class Z shares exceed the 1.0 % estimate being funded by the Advisor. Conversely, we must reimburse our Advisor within 60 days after the end of the month in which the Public Offering terminates to the extent such organization and offering expenses are less than the 1.0 % estimate being funded by the Advisor. If at any point in time we determine that the organization and offering costs incurred in connection with the sale of Class Y shares and Class Z shares are expected to exceed 1.0 % of the gross proceeds anticipated to be received from the sale of such shares, we will recognize such excess as a receivable from our Advisor and a corresponding capital contribution from our Advisor. If we determine that the organization and offering costs incurred in connection with the sale of Class Y shares and Class Z shares are expected to be less than 1.0 % of the gross proceeds anticipated to be received from the sale of such shares, we will recognize such difference as a payable to our Advisor and a reduction of additional paid-in capital. Offering costs associated with the Primary Offering are recorded as an offset to additional paid-in capital, and organization costs are recorded in general and administrative expenses. As a result of the current suspension of our Primary Offering and termination of our Former Dealer Manager, we currently expect that the organization and offering expenses incurred on the sale of Class Y shares and Class Z shares will exceed 1 % at the termination of the Public Offering . Accordingly, as of June 30, 2020, we have recorded a receivable from our Advisor for organization and offering expenses incurred through June 3 0, 2020 in excess of the 1 % limitation, which resulted in a $ 0.6 million reduction in due to a ffiliates and an increas e in additional paid in c apital in the accompanying consolidated balance sheet. In connection with our Primary Offering, our Former Dealer Manager received an upfront sales commission and dealer manager fee based upon the share class sold under the terms of the Dealer Manager Agreement, which are recorded as a reduction to additional paid-in capital as an offering cost. Our Advisor agreed to fund the payment of the upfront 3.0% sales commission and the upfront 3.0% dealer manager fee for the sale of Class Y shares sold in the Primary Offering, which In addition, our Former Dealer Manager may also receive an ongoing stockholder servicing fee and ongoing dealer manager fee for certain classes of our common stock, subject to certain limitations. We record a liability within Due to Affiliates and a reduction to additional paid-in capital at the time of sale of the Class T, Class W, Class Y, and Class Z shares for the future estimated ongoing stockholder and dealer manager servicing fees. Please see Note 7 – Related Party Transactions – Dealer Manager Agreements for additional details about such commissions and fees. Redeemable Common Stock In connection with the Private Offering, we adopted a share redemption program (the “Private Offering Share Redemption Program”) that enabled stockholders to sell their shares to us in limited circumstances, and in connection with the Public Offering, we amended the Private Offering Share Redemption Program (the “Share Redemption Program”). On March 30, 2020, our board of directors approved the suspension of our Share Redemption Program. Please see Note 8 – Commitments and Contingencies – Share Redemption Program for additional details. In general, we record amounts that are redeemable under the Share Redemption Program as redeemable common stock in the accompanying consolidated balance sheets since the shares are redeemable at the option of the holder and therefore their redemption is outside our control. The maximum amount redeemable under the Share Redemption Program will be limited to the number of shares we could repurchase with the amount of the net proceeds from the sale of shares under the Distribution Reinvestment Plan. However, accounting guidance states that determinable amounts that can become redeemable should be presented as redeemable when such amount is known. Therefore, the net proceeds from the Distribution Reinvestment Plan are considered to be temporary equity and are presented as redeemable common stock in our consolidated balance sheets. In addition, current accounting guidance requires, among other things, that financial instruments that represent a mandatory obligation of us to repurchase shares be classified as liabilities and reported at settlement value. Our redeemable common stock is contingently redeemable at the option of the holder. When we determine we have a mandatory obligation to repurchase shares under the Share Redemption Program, we reclassify such obligations from temporary equity to a liability based upon their respective settlement values. 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 June 30, 2020. 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. June 30, 2020 December 31, 2019 Fair Value Carrying Value (1) Fair Value Carrying Value (1) Fixed Rate Secured Debt $ 177,289,000 $ 161,368,033 $ 169,532,000 $ 161,422,833 (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. |
Real Estate Facilities
Real Estate Facilities | 6 Months Ended |
Jun. 30, 2020 | |
Real Estate [Abstract] | |
Real Estate Facilities | Note 3. Real Estate Facilities The following summarizes the activity in the real estate facilities during the six months ended June 30, 2020: Real estate facilities Balance at December 31, 2019 $ 268,740,745 Additions - Student 27,392 Additions - Senior 295,108 Balance at June 30, 2020 $ 269,063,245 Accumulated depreciation Balance at December 31, 2019 $ (15,243,833 ) Depreciation expense (4,312,762 ) Balance at June 30, 2020 $ (19,556,595 ) |
Debt
Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 4. Debt The Company’s outstanding debt is summarized as follows: Encumbered Property June 30, 2020 December 31, 2019 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) 46,726,158 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) 5,535,595 7,635,529 4.19 % 4/30/2021 Courtyard Initial Bridge Loan (4) 27,000,000 27,000,000 4.19 % 4/30/2021 Courtyard Delayed Draw Commitment (4) 12,480,955 12,480,955 4.19 % 4/30/2021 PPP Loans (5) 1,950,000 — 1.00 % 5/14/2022 Debt issuance costs, net (1,786,797 ) (1,802,675 ) Total debt $ 208,105,911 $ 208,418,809 (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 June 30, 2020. ( 5 ) Represents the aggregate of four unsecured promissory notes under the Paycheck Protection Program (the “PPP”). Fixed rate debt with no payments for the first six months, then principal and interest due monthly thereafter with the remaining principal and interest balances due on May 14, 2022 for one of the loans and May 15, 2022 for the other three loans with respect to any portion of such loan which is not forgiven pursuant to the terms of the CARES Act. We intend to apply for forgiveness for the PPP Loans. 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. See Note 9 – Subsequent Events for changes to the liquidity requirement. One of the property-owning special purpose entities noted above that owns Cottonwood Creek (the “Cottonwood Borrower”), entered into a mortgage loan in the principal amount of $9,337,000 (the “Freddie Mac Cottonwood Loan”) which is included in the Freddie Mac Utah Loans. Operations at Cottonwood Creek have been negatively impacted by the ongoing global COVID-19 pandemic. In light of these conditions, on May 12, 2020, the Cottonwood Borrower entered into a forbearance agreement (the “Forbearance Agreement”) with Midland Loan Services, a division of PNC Bank National Association, and KeyBank National Association (each a “Servicer” and collectively, the “Servicers”) in connection with the Freddie Mac Cotttonwood Loan. Pursuant to the Forbearance Agreement, the Servicers have agreed to a forbearance of three consecutive monthly installments of principal, interest, and certain deposits otherwise due (the “Forbearance Period Total”), effective with the monthly installment due on May 1, 2020. The Forbearance Period Total will be repaid without additional interest or prepayment premiums in no more than 12 equal monthly installments, remitted together with each regularly scheduled monthly installment commencing with the first monthly installment due on August 1, 2020. The Forbearance Agreement may be terminated by the Freddie Mac Lender if the Cottonwood Borrower fails to meet certain conditions set forth in the Forbearance Agreement. 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”). 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 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. On February 27, 2020, we amended the Utah Bridge Loan such that the loan maturity date was further extended to April 30, 2021 and certain of the covenants were revised accordingly. If the KeyBank Bridge Borrowers are unable to satisfy the Utah Bridge Loan through the required payments or to refinance the loan prior to maturity, the Company would be obligated to repay the Utah Bridge Loan pursuant to its guaranty. If the Company was unable to satisfy its guaranty, KeyBank would have the right to sell or dispose of the collateral and/or enforce and collect the collateral securing the Utah Bridge Loan, as discussed below. The Utah Bridge Loan bears interest at a rate of 1-month Libor plus 400 basis points, resulting in an interest rate of approximately 4.19% as of June 30, 2020. 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. As of June 30, 2020, KeyBank consented to our retention of approximately $7.1 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. As of June 30, 2020, we were in compliance with the covenant requirements of 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. The Courtyard Property contained developable land which was developed for an additional 23 units of memory care (the “Memory Care Expansion”). The Courtyard Delayed Draw Commitment was primarily used to fund the costs and expenses associated with the Memory Care Expansion. On November 4, 2019, we completed construction of the Memory Care Expansion. As of June 30, 2020, there is approximately $12.5 million outstanding on the Courtyard Delayed Draw Commitment. The Courtyard Bridge Loans were scheduled to mature on August 31, 2019, but were extended, based on their terms to April 30, 2020 upon the payment of a fee equal to 0.50% of the outstanding principal balance of the loans at the time of the extension. On February 27, 2020, we amended the Courtyard Bridge Loans such that the loan maturity date was extended to April 30, 2021 and certain of the covenants were revised accordingly. If the KeyBank Bridge Borrowers are unable to satisfy the Courtyard Bridge Loans through the required payments or to refinance the loans prior to maturity, the Company would be obligated to repay the Courtyard Bridge Loans pursuant to its guaranty. If the Company was unable to satisfy its guaranty, KeyBank would have the right to sell or dispose of the collateral and/or enforce and collect the collateral securing the Courtyard Bridge Loans, as discussed below . The Courtyard Bridge Loans, similar to the Utah Bridge Loan, bear interest at a rate of 1-month Libor plus 400 basis points which totaled approximately 4.19% as of June 30, 2020. 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, Paycheck Protection Loans On May 14, 2020, we, through a wholly-owned subsidiary of our Operating Partnership, entered into an unsecured promissory note under the Paycheck Protection Program (the “PPP”) which was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). On May 15, 2020, we, through three wholly-owned subsidiaries of our Operating Partnership, entered into three additional unsecured promissory notes under the PPP (such four promissory notes collectively referred to as the “PPP Loans”). Each of the PPP Loans was provided by KeyBank National Association (the “Lender”). The amount of the PPP Loans is $1.95 million in the aggregate. Each PPP Loan has a term of two years, accrues interest at a rate of 1.00%, and may be prepaid in whole or in part without penalty. No interest payments are due for the first six months of the term of each loan. After the initial six-month deferral period, each PPP Loan requires monthly payments of principal and interest until maturity with respect to any portion of such loan which is not forgiven pursuant to the terms of the CARES Act, as described further below. The promissory note evidencing each PPP Loan contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the promissory note. We intend to use the proceeds from the PPP Loans primarily for payroll costs, which amounts are intended to be eligible for forgiveness, subject to the provisions of the CARES Act. No assurance is provided that any borrower will obtain forgiveness under any of the PPP Loans in whole or in part. Future Principal Requirements The following table presents the future principal payment requirements on outstanding secured and unsecured debt as of June 30, 2020: 2020 $ 403,710 2021 46,682,624 2022 1,919,733 2023 1,680,592 2024 54,751,707 2025 and thereafter 104,454,342 Total payments 209,892,708 Non-revolving debt issuance costs, net (1,786,797 ) Total $ 208,105,911 The table above includes approximately $0.1 million, $1.0 million, and $0.9 million of future principal payments in 2020, 2021, and 2022, respectively, related to our PPP Loans. We intend to use the proceeds from the PPP Loans for primarily for payroll costs, which amounts are intended to be eligible for forgiveness, subject to the provisions of the CARES Act. As of June 30, 2020, we have not applied for or been granted forgiveness. The KeyBank Bridge Loans have a maturity date of April 30, 2021 and contain certain financial covenants. As of June 30, 2020, we were in compliance with such financial covenants. However, as a result of the suspension of our Primary Offering and the potential adverse financial impact to our properties due to the COVID-19 pandemic, we anticipate we may not be in compliance with certain financial covenants in future periods. Additionally, if our Primary Offering is not resumed or the proceeds from the Primary Offering, if and when resumed, are insufficient, we may not be able to satisfy the KeyBank Bridge Loans by the maturity date through the required payments. If the KeyBank Bridge Borrowers are unable to satisfy the KeyBank Bridge Loans through the required payments or to refinance the loan prior to maturity, the Company would be obligated to repay the KeyBank Bridge Loans pursuant to its guaranty. If the Company was unable to satisfy its guaranty, KeyBank would have the right to sell or dispose of the collateral and/or enforce and collect the collateral securing the KeyBank Bridge Loans, as discussed above. If necessary, we will request that our lender (KeyBank) grant covenant relief, as well as extend the maturity date of the loans. If we are unable to obtain covenant relief or extend the maturity date of the loans, we plan to seek other sources of financing with a different lender. Alternatively, we could also sell one or more of the properties we currently own to generate proceeds that could be used to satisfy these loans. |
Preferred Equity in our Operati
Preferred Equity in our Operating Partnership | 6 Months Ended |
Jun. 30, 2020 | |
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 Par tnership Agreement authorized the issuance of additional classes of units of limited partnership interest in the Operating Partnership and sets forth other necessary corresponding changes. All other terms of the Second Amended and Restated Limited Partnership Agreement remained substantially the same. Such terms continue to be included in the Third Amended and Restated Limited Partnership Agreement, as amended. The holders of Preferred Units accrue distributions at a rate of 9.0% per annum (the “Pay Rate”), payable monthly and calculated on an actual/360 day basis. Accumulated but unpaid distributions, if any, accrue at the Pay Rate. The preferred units of limited partnership interests in our Operating Partnership rank senior to all classes or series of partnership interests in our Operating Partnership and therefore, any cash we have to pay distributions otherwise may be used to pay distributions to the holder of such preferred units first. The Preferred Units are redeemable by our Operating Partnership, in whole or in part, at the option of our Operating Partnership at any time. Pursuant to the amendment of the KeyBank Bridge Loans on February 27, 2020, we are currently restricted from paying distributions on the Preferred Units or redeeming such Preferred Units until the KeyBank Bridge Loans are repaid. The redemption price (“Redemption Price”) for the Preferred Units is equal to the sum of the Liquidation Amount plus all accumulated and unpaid distributions thereon to the date of redemption. The Preferred Investor has not made any additional investments in the six months ended June 30, 2020 or in the year ended December 31, 2019. As of June 30, 2020 and December 31, 2019, approximately $10.2 million of Preferred Units were outstanding and accrued distributions payable on the Preferred Units totaled approximately $1.8 million and $1.3 million, respectively. |
Segment Disclosures
Segment Disclosures | 6 Months Ended |
Jun. 30, 2020 | |
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 and six months ended June 30, 2020 and 2019: Three Months Ended June 30, Student Housing Senior Housing Corporate and Other Total 2020 2019 2020 2019 2020 2019 2020 2019 Leasing and leasing related revenues $ 1,721,032 $ 2,035,523 $ 6,634,422 $ 6,223,498 $ — $ — $ 8,355,454 $ 8,259,021 Other revenues — — 39,322 192,550 — — 39,322 192,550 Property operating expenses (897,294 ) (872,611 ) (4,740,521 ) (4,133,439 ) — — (5,637,815 ) (5,006,050 ) Net operating income 823,738 1,162,912 1,933,223 2,282,609 — — 2,756,961 3,445,521 Property operating expenses - affiliates 236,167 236,112 473,666 454,868 — — 709,833 690,980 General and administrative — — — — 364,014 574,341 364,014 574,341 Depreciation 833,317 828,355 1,318,238 1,154,448 3,597 3,113 2,155,152 1,985,916 Intangible amortization expense — — 954,900 1,836,354 — — 954,900 1,836,354 Interest expense 535,350 535,350 1,885,484 2,008,234 — — 2,420,834 2,543,584 Interest expense – debt issuance costs 26,496 26,495 115,671 159,300 — — 142,167 185,795 Other — 139 — 823 (1,808 ) 26,642 (1,808 ) 27,604 Net loss $ (807,592 ) $ (463,539 ) $ (2,814,736 ) $ (3,331,418 ) $ (365,803 ) $ (604,096 ) $ (3,988,131 ) $ (4,399,053 ) Six Months Ended June 30, Student Housing Senior Housing Corporate and Other Total 2020 2019 2020 2019 2020 2019 2020 2019 Leasing and leasing related revenues $ 3,555,503 $ 4,059,475 $ 13,364,021 $ 12,428,452 $ — $ — $ 16,919,524 $ 16,487,927 Other revenues — — 208,851 344,972 — — 208,851 344,972 Property operating expenses (1,852,748 ) (1,857,611 ) (9,304,815 ) (8,146,879 ) — — (11,157,563 ) (10,004,490 ) Net operating income 1,702,755 2,201,864 4,268,057 4,626,545 — — 5,970,812 6,828,409 Property operating expenses - affiliates 473,265 474,361 950,820 907,546 — — 1,424,085 1,381,907 General and administrative — — — — 829,491 1,182,546 829,491 1,182,546 Depreciation 1,665,882 1,651,404 2,639,687 2,311,230 7,193 6,051 4,312,762 3,968,685 Intangible amortization expense — — 1,909,800 3,673,427 — — 1,909,800 3,673,427 Interest expense 1,070,700 1,070,700 3,911,521 4,058,481 — — 4,982,221 5,129,181 Interest expense – debt issuance costs 52,992 52,991 209,126 330,377 — — 262,118 383,368 Other — (1,862 ) 370 1,785 50,832 8,834 51,202 8,757 Net loss $ (1,560,084 ) $ (1,045,730 ) $ (5,353,267 ) $ (6,656,301 ) $ (887,516 ) $ (1,197,431 ) $ (7,800,867 ) $ (8,899,462 ) The following table summarizes our total assets by segment: Segments June 30, 2020 December 31, 2019 Student housing $ 90,435,277 $ 92,162,808 Senior housing 167,623,524 172,487,550 Corporate and Other 9,927,111 8,428,049 Total assets $ 267,985,912 $ 273,078,407 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7. Related Party Transactions Fees to Affiliates On January 27, 2017, in connection with the Private Offering, we entered into an advisory agreement with our Advisor (the “Private Offering Advisory Agreement”) and a dealer manager agreement with our Former Dealer Manager (the “Private Offering Dealer Manager Agreement”) which entitled our Advisor and our Former 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. In connection with our Public Offering, we entered into an amended and restated advisory agreement (as amended, the “Advisory Agreement”) and a new dealer manager agreement (as amended, the “Dealer Manager Agreement”). On April 17, 2020, in accordance with provisions of the Dealer Manager Agreement, we provided a 60-day termination notice to our Former Dealer Manager and p ursuant to such notice, the Dealer Manager Agreement was terminated on June 16, 2020 The Advisory Agreement, Dealer Manager Agreement, and transfer agent agreement (the “Transfer Agent Agreement”) executed in connection with the Public Offering, entitle our Advisor, our F ormer 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 agreed to 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 an Advisor Funding Agreement (the “Advisor Funding Agreement”), our Advisor has also agreed to fund, and will not be reimbursed for, 1.0% of the gross offering proceeds from the sale of Class Y shares and Class Z shares. Our Advisor must reimburse us within 60 days after the end of the month in which the Public Offering terminates to the extent organization and offering expenses incurred in good faith exceed the 1.0% estimate being funded by the Advisor pursuant to the Advisor Funding Agreement. Conversely, we must reimburse our Advisor within 60 days after the end of the month in which the Public Offering terminates to the extent such organization and offering expenses are less than the 1.0% estimate being funded by the Advisor pursuant to the Advisor Funding Agreement. As a result of the current suspension of our Primary Offering and termination of our Former Dealer Manager, we currently expect that the organization and offering expenses incurred on the sale of Class Y shares and Class Z shares will exceed 1% at a the termination of the Public Offering. Accordingly, as of June 30, 2020, we have recorded a receivable from our Advisor for organization and offering expenses incurred through June 30, 2020 in excess of the 1% limitation, which resulted in a $0.6 million reduction in due to affiliates and an increase in additional paid in capital in the accompanying consolidated balance sheet. 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 certain organization and offering costs from the Offerings; provided, however, pursuant to the Advisory Agreement, our Advisor funded, and was not reimbursed for, 1.0% of the gross offering proceeds from the sale of Class W shares in the Primary Offering. The Advisory Agreement also requires our Advisor to reimburse us to the extent that offering expenses, including sales commissions, dealer manager fees, stockholder servicing fees and dealer manager servicing fees, are in excess of 15% of gross proceeds from the Primary Offering. 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. The AA Amendment eliminated such acquisition fees . or if the Advisory Agreement is terminated for any reason other than our Advisor’s fraud, willful misconduct or gross negligence before July 10, 2029 After we pay stockholders total distributions equal to their invested capital, plus a 6% cumulative, non-compounded annual return on invested capital, we will pay our Advisor a contingent acquisition fee equal to 1% of the Contract Purchase Price (as defined in the Second AA Amendment) of each property or other real estate investment we acquire after July 10, 2019; and after we pay stockholders total distributions equal to their invested capital, plus a 13 % cumulative, non-compounded annual return on invested capital, we will pay our Advisor an additional contingent acquisition fee equal to 2 % of the Contract Purchase Price of each property or other real estate investment we acquire after July 10, 2019. Our Advisor received reimbursement of any acquisition expenses our Advisor incurred pursuant to the Private Offering Advisory Agreement, which continues under the Advisory Agreement . Our Advisor was entitled to receive a monthly asset management fee equal to 0.05417% (which is one twelfth of 0.65%) of our aggregate asset value, pursuant to the Private Offering Advisory Agreement. Pursuant to the Advisory Agreement, effective May 1, 2018, our Advisor is also entitled to receive a monthly asset management fee. This fee was initially equal to 0.05208% (which is one twelfth of 0.625%) of our average invested assets, as defined by the Advisory Agreement, but the AA Amendment later increased this fee to 0.66667% (which is one twelfth of 0.8%) of our average invested assets. Pursuant to the Private Offering Advisory Agreement, our Advisor was due a financing fee of up to 0.5% of the borrowed amount of a loan for arranging for financing in connection with the acquisition, development or repositioning of our properties. Our Advisor will not receive financing fees pursuant to the Advisory Agreement. Pursuant to the Second AA Amendment, our Advisor may be entitled to disposition fees generally equal to the lesser of (a) 1% of the Contract Sales Price or (b) 50% of the Competitive Real Estate Commission (as defined in the Second AA Amendment) 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. As of June 30, 2020, our aggregate annual operating expenses, as defined, did not exceed the thresholds described above. Advisor Funding Agreement Concurrent with the execution of the Second AA Amendment (as described above), we entered into the Advisor Funding Agreement by and among us, our Operating Partnership, our Advisor and our Sponsor, pursuant to which our Advisor has agreed to fund the payment of the upfront 3% sales commission for the sale of Class Y shares, the upfront 3% dealer manager fee for the sale of Class Y shares, and the estimated 1% organization and offering expenses for the sale of the Class Y shares and Class Z shares in the Primary Offering. Our Advisor’s obligation to fund the upfront sales commissions, upfront dealer manager fees, and organization and offering expenses is expressly limited to us raising $250 million in gross offering proceeds from the sale of Class Y shares pursuant to the Primary Offering. Our Advisor may terminate the Advisor Funding Agreement at any time in its sole discretion after we have raised $250 million in gross offering proceeds from the sale of Class Y shares pursuant to the Primary Offering. At the termination of the Primary Offering, our Advisor will be required to reimburse us if the organization and offering expenses exceed the 1% estimate being funded by our Advisor pursuant to the Advisor Funding Agreement. Conversely, we must reimburse our Advisor to the extent the organization and offering expenses are less than the 1% estimate being funded by our Advisor pursuant to the Advisor Funding Agreement. As of March 31, 2020, prior to the suspension of our Primary Offering, we raised approximately $11.9 million in gross offering proceeds from the sale of Class Y and Z shares, and have received funding from our Advisor of approximately $0.8 million for the payment of sales commissions and dealer manager fees for the sale of Class Y shares, and organization and offering expenses for the sale of Class Y and Z shares. Subsequent to March 31, 2020, no sales have been made pursuant to the Primary Offering. Manager, we currently expect that the organization and offering expenses incurred on the sale of Class Y shares and Class Z shares will exceed 1 % at the termination of the Public Offering . Accordingly, as of June 30, 2020, we have recorded a receivable from our Advisor for organization and offering expenses incurred through June 3 0, 2020 in excess of the 1 % limitation, which resulted in a $ 0.6 million reduction in due to affiliates and an increase in additional paid in capital in the accompanying consolidated balance sheet. Dealer Manager Agreements In connection with our Public Offering, our Former Dealer Manager received a sales commission of up to 6.0% of gross proceeds from sales of Class A shares and up to 3.0% of gross proceeds from the sales of Class T shares in the Primary Offering and a dealer manager fee of up to 3.0% of gross proceeds from sales of both Class A and Class T shares in the Primary Offering under the terms of the Dealer Manager Agreement. Our Former Dealer Manager did not receive an upfront sales commission or dealer manager fee from sales of Class W shares in the Primary Offering. As of June 21, 2019, we ceased offering Class A shares, Class T shares and Class W shares in our Primary Offering, and on July 10, 2019, we commenced offering Class Y shares and Class Z shares. On March 30, 2020, our board of directors approved the suspension of our Primary Offering. On April 17, 2020, in accordance with provisions of the Dealer Manager Agreement, we provided a 60-day termination notice to our Dealer Manager and p ursuant to such notice, the Dealer Manager Agreement was terminated on June 16, 2020 . In addition, our Former Dealer Manager received 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 and Class Y shares sold in the Primary Offering, subject to certain limitations described below. Our Dealer Manager will also receive 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 and Class Z shares sold in the Primary Offering, subject to certain limitations described below. We will cease paying the stockholder servicing fee with respect to the Class T shares and Class Y shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of Class A shares, Class T shares, Class W shares, Class Y shares, and Class Z shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our Distribution Reinvestment Plan), which calculation shall be made by the Company with the assistance of our Former Dealer Manager commencing after the termination of our Primary Offering; (iii) with respect to a particular Class T share and Class Y share, the third anniversary of the issuance of the share; and (iv) the date that such Class T share or Class Y share is redeemed or is no longer outstanding. We will cease paying the dealer manager servicing fee with respect to the Class W shares and Class Z shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of Class A shares, Class T shares, Class W shares, Class Y shares, and Class Z shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our Distribution Reinvestment Plan), which calculation shall be made by the Company with the assistance of our Former Dealer Manager commencing after the termination of our Primary Offering; (iii) the end of the month in which the aggregate dealer manager servicing fees paid in our Primary Offering with respect to Class W shares or Class Z shares equals 9.0% of the gross proceeds from the sale of Class W shares or Class Z shares, respectively, in our Primary Offering (i.e., excluding proceeds from sales pursuant to our Distribution Reinvestment Plan), which calculation shall be made by us with the assistance of our Former Dealer Manager commencing after the termination of our Primary Offering, and (iv) the date that such Class W share or Class Z share is redeemed or is no longer outstanding As a result of the current suspension of our Primary Offering and termination of our Former Dealer Manager, we currently expect that the aggregate underwriting compensation from all sources will exceed 10% at the termination of the Public Offering. Accordingly, we ceased paying In connection with our Public Offering, our Former Dealer Manager entered into participating dealer agreements with certain other broker-dealers which authorized them to sell our shares. Upon sale of our shares by such broker-dealers, our Former Dealer Manager re-allowed all of the sales commissions paid in connection with sales made by these broker-dealers. Our Former Dealer Manager was also permitted to re-allowed 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 Former Dealer Manager, payment of attendance fees required for employees of our Former Dealer Manager or other affiliates to attend retail seminars and public seminars sponsored by these broker-dealers, or to defray other distribution-related expenses. Our Former Dealer Manager also received reimbursement of bona fide due diligence expenses; however, to the extent these due diligence expenses cannot be justified, any excess over actual due diligence expenses will be considered underwriting compensation subject to a 10% FINRA limitation and, when aggregated with all other non-accountable expenses in connection with our Public Offering, may not exceed 3% of gross offering proceeds from sales in the Public Offering. Affiliated Former Dealer Manager Our Sponsor owns, through a wholly-owned limited liability company, a 15% non-voting equity interest in our Former Dealer Manager. Affiliates of our Former Dealer Manager own a 2.5% non-voting membership interest in our Advisor, which they acquired on January 1, 2018. Transfer Agent Agreement Our Sponsor is the owner and manager of our Transfer Agent, which is a registered transfer agent with the SEC. Effective in May 2018, our Transfer Agent processes subscription agreements and certain other forms directly, as well as provides customer service to our stockholders. These services include, among other things, processing payment of any sales commission and dealer manager fees associated with a particular purchase, as well as processing the distributions and any servicing fees with respect to our shares. Additionally, our Transfer Agent may retain and supervise third party vendors in its efforts to administer certain services. 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. Fees 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. We pay our Property Manager an oversight fee equal to 1% of the gross revenues attributable to such properties; provided, however, that our Property Manager will receive an oversight fee equal to 1.5% of the gross revenues attributable to any senior housing property other than such properties that are leased to third party tenants under triple-net or similar lease structures. In the event any of our properties are managed directly by our Property Manager, we will pay our Property Manager a property management fee that is approved by a majority of our board of directors, including a majority of our independent directors not otherwise interested in such transaction, as being fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties. Pursuant to the terms of the agreements described above, the following table summarizes related party costs incurred and paid by us for the year ended December 31, 2019 and the six months ended June 30, 2020, as well as any related amounts payable as of December 31, 2019 and June 30, 2020: Year Ended December 31, 2019 Six Months Ended June 30, 2020 Incurred Paid Payable Incurred Paid Adjustment Payable Expensed Operating expenses (including organizational costs) $ 1,285,248 $ 859,028 $ 797,606 $ 273,930 $ 563,057 $ - $ 508,479 Transfer Agent expenses 88,973 — 138,446 56,434 — — 194,880 Asset management fees 2,302,206 — 3,384,728 1,179,341 — — 4,564,069 Property management oversight fees 470,572 — 670,859 238,744 — — 909,603 Capitalized Acquisition expenses — — 1,980,000 — — — 1,980,000 Additional Paid-in Capital Selling commissions 344,424 336,924 7,500 97,460 104,960 — — Dealer Manager fees 296,419 288,919 7,500 97,460 104,960 — — Stockholder servicing fees and dealer manager servicing fees (1) 389,820 19,625 417,141 110,810 24,578 (503,373 ) (2) — Offering costs 207,516 — 714,568 43,767 - (593,991 ) (3) 164,344 Total $ 5,385,178 $ 1,504,496 $ 8,118,348 $ 2,097,946 $ 797,555 $ (1,097,364 ) $ 8,321,375 (1) We paid our Former Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365 th th (2) As a result of the current suspension of our Primary Offering and termination of our Former Dealer Manager, we currently expect that the aggregate underwriting compensation from all sources will exceed 10% at the termination of the Public Offering. Accordingly, we ceased paying stockholder servicing fee and dealer manager servicing fees in April 2020, pursuant to the terms of the Dealer Manager Agreement. Additionally, as of June 30, 2020, we have reversed our liability for future payment of the stockholder servicing fees and dealer manager servicing fees. (3) Pursuant to the Advisor Funding Agreement, our Advisor has agreed to fund, and will not be reimbursed for, 1.0% of the gross offering proceeds from the sale of Class Y shares and Class Z shares. Our Advisor must reimburse us within 60 days after the end of the month in which the Public Offering terminates to the extent organization and offering expenses incurred in good faith exceed the 1.0% estimate being funded by the Advisor pursuant to the Advisor Funding Agreement. As a result of the current suspension of our Primary Offering and termination of our Former Dealer Manager, we currently expect that the organization and offering costs incurred will exceed 1% at the termination of the Public Offering. Accordingly, as of June 30, 2020, we have recorded a receivable from our Advisor for organization and offering costs incurred 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 | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies Property Management Our student housing properties are managed by a third-party student housing manager. Pursuant to our property management agreements, we pay a monthly management fee, plus reimbursement of amounts reasonably incurred in managing the 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. The property management agreements have a one year term and automatically renew for successive one year periods thereafter, unless we or the third-party student housing manager provides prior written notice at least 30 days prior to the expiration of the term. The 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. On May 1, 2018, we amended and restated the Private Offering Distribution Reinvestment Plan in connection with the Public Offering to establish the purchase price per share under the distribution reinvestment plan of our Class A, Class T, and Class W shares. On June 21, 2019, our board of directors further amended and restated the distribution reinvestment plan (the “Distribution Reinvestment Plan”), effective as of July 13, 2019, to include, as eligible participants, stockholders holding Class Y shares of our common stock and stockholders holding Class Z shares of our common stock, and to state that the purchase price for shares pursuant to the Distribution Reinvestment Plan shall be $9.30 per share for all classes of shares. Share Redemption Programs We established a share redemption program in connection with the Private Offering (the “Private Offering Share Redemption Program”) which 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 (as further amended, the “Share Redemption Program”). Our board of directors may amend, suspend or terminate the Share Redemption Program with 30 days’ notice to our stockholders. We may provide this notice by including such information in a Current Report on Form 8-K or in our annual or quarterly reports, all publicly filed with the SEC, or by a separate mailing to our stockholders. In order to preserve cash in light of the uncertainty relating to COVID-19 and its potential impact on our overall financial results, we were not able to honor any redemption requests made for the quarter ended March 31, 2020, during which we received redemption requests for approximately $210,000 (approximately 25,700 shares). On March 30, 2020, our board of directors approved the suspension of our share redemption program, effective May 3, 2020. For the quarter ended June 30, 2020 we received redemption requests totaling approximately $100,000 (approximately 11,800 shares) which were not redeemed due to the suspension of the share redemption program. There are several restrictions under 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 The redemption price per share for shares redeemed pursuant to the Share Redemption Program will depend upon the class of shares purchased and 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: Class A Shares, Class Y Shares, and Class Z Shares : The redemption price per share for Class A shares, Class Y shares, and Class Z shares will initially 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, as applicable. If we are no longer engaged in an offering, the Redemption Amount will be determined by our board of directors. In addition, any such shares redeemed in connection with the death or a qualifying disability of a stockholder (but not due to bankruptcy or commitment to a long-term care facility) may be redeemed at a redemption price equal to the price actually paid for the shares, and only if we are notified of the redemption request within one year of the death or qualifying disability. Beginning July 10, 2020, if the redemption plan is reinstated, the redemption price per share for Class A shares purchased in the Primary Offering (and associated DRP shares) shall be equal to the amount paid for such shares. Class T Shares and Class W Shares : The redemption price per share for Class T shares and Class W shares will initially be equal to the net investment amount of such 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 For m 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 year ended December 31, 2019 we received redemption requests for approximately $288,000 (approximately 37,000 shares) of which approximately $258,000 (approximately 33,500 shares) were fulfilled during the year ended December 31, 2019, with the remaining $30,000 (approximately 3,500 shares) fulfilled in January 2020. Operating Partnership Redemption Rights The limited partners of our Operating Partnership will have the right to cause our Operating Partnership to redeem their limited partnership units for cash equal to the value of an equivalent number of our shares, or, at our option, we may redeem their limited partnership units by issuing one share of our common stock for each limited partnership unit redeemed. These rights may not be exercised under certain circumstances that could cause us to lose our REIT election. Furthermore, limited partners may exercise their redemption rights only after their limited partnership units have been outstanding for one year. Our Advisor is prohibited from exchanging or otherwise transferring its limited partnership units so long as it is acting as our advisor pursuant to the Advisory Agreement. Other Contingencies From time to time, we are party to legal proceedings that arise in the ordinary course of our business. We are not aware of any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition, nor are we aware of any such legal proceedings contemplated by governmental authorities. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9. Subsequent Events Freddie Mac Liquidity Relief On July 22, 2020, we executed amendments to our guaranty on the Freddie Mac Utah Loans and Freddie Mac Courtyard Loan to reduce our minimum liquidity requirement to $3.0 million through December 31, 2021. As of January 1, 2022, said reduced amount shall no longer be applicable and the liquidity requirements of the Freddie Mac Utah Loans and Freddie Mac Courtyard Loan, as described in Note 4 shall be applicable . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation Our financial statements, and the financial statements of our Operating Partnership, including its wholly-owned subsidiaries, are consolidated in the accompanying consolidated financial statements. The portion of these consolidated entities not wholly-owned by us is presented as noncontrolling interests. All 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 June 30, 2020, 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, is consolidated by the Company and the limited partner interest is reflected as a noncontrolling interest in the accompanying consolidated balance sheets. The noncontrolling interest shall be attributed its share of income and losses, even if that attribution results in a deficit noncontrolling interest balance. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management will adjust such estimates when facts and circumstances dictate. Actual results could materially differ from those estimates. The most significant estimates made include the allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed at relative fair value, the determination if certain entities should be consolidated, the evaluation of potential impairment of long-lived assets, and the estimated useful lives of real estate assets and intangibles. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all short-term, highly liquid investments that are readily convertible to cash with a maturity of three months or less at the time of purchase to be cash equivalents. We may maintain cash and cash equivalents in financial institutions in excess of insured limits, but believe this risk will be mitigated by only investing in or through 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 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. Accordingly, once an acquisition is deemed probable, transaction costs are capitalized rather than expensed. During the six months ended June 30, 2020 and 2019, we did not acquire any properties or incur any acquisition-related transaction costs. |
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 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 revenue recognition guidance (“ASC Topic 606”) under GAAP. The revenues derived from our leases are accounted for pursuant to ASU 2016-02, “Leases (ASC Topic 842).” 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, we have elected to adopt a practical expedient not to separate lease and nonlease components, which can only be applied to leasing arrangements for which (i) the timing and pattern of transfer are the same for the lease and nonlease components and (ii) the lease component, if accounted for separately, would be classified as an operating lease. Under this practical expedient, contracts that are predominantly lease-based would be accounted for under ASU 2016-02, and contracts that are predominantly service-based would be accounted for under ASC Topic 606. Lease and nonlease revenue components that are accounted for within the scope of 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 ASC Topic 606 are: • The revenue from the ancillary services provided at our senior housing properties are recognized monthly as the performance obligation related to those services is completed. I f we determine that a receivable is not probable of being substantially collected, we adjust the amount of leasing and related revenues recorded related to such tenant and recognize future revenues for such tenant on a cash basis . |
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 June 30, 2020 and December 31, 2019, the gross amount allocated to in-place leases was approximately $22.3 million and accumulated amortization of in-place lease intangibles totaled approximately $19.8 and $17.8 million, respectively. The total additional estimated future amortization expense of intangible assets recognized as of June 30, 2020 will be approximately $1.9 million, and $0.6 million for the years ending December 31, 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 $1.8 |
Organization and Offering Costs | Organization and Offering Costs Our Advisor may fund organization and offering costs on our behalf. We are required to reimburse our Advisor for such organization and offering costs; provided, however, our Advisor funded, and was not reimbursed for 1.0% of the gross offering proceeds from the sale of Class W shares towards payment of organization and offering expenses, which we recognized as a capital contribution from our Advisor. Additionally, our Advisor has also agreed to fund, and will not be reimbursed for 1.0% of the gross offering proceeds from the sale of Class Y shares and Class Z shares sold in our Public Offering, which we recognize as a capital contribution from our Advisor. Our Advisor must reimburse us within 60 days after the end of the month in which the Public Offering terminates to the extent organization and offering expenses incurred in good faith in connection with the sale of Class Y shares and Class Z shares exceed the 1.0 % estimate being funded by the Advisor. Conversely, we must reimburse our Advisor within 60 days after the end of the month in which the Public Offering terminates to the extent such organization and offering expenses are less than the 1.0 % estimate being funded by the Advisor. If at any point in time we determine that the organization and offering costs incurred in connection with the sale of Class Y shares and Class Z shares are expected to exceed 1.0 % of the gross proceeds anticipated to be received from the sale of such shares, we will recognize such excess as a receivable from our Advisor and a corresponding capital contribution from our Advisor. If we determine that the organization and offering costs incurred in connection with the sale of Class Y shares and Class Z shares are expected to be less than 1.0 % of the gross proceeds anticipated to be received from the sale of such shares, we will recognize such difference as a payable to our Advisor and a reduction of additional paid-in capital. Offering costs associated with the Primary Offering are recorded as an offset to additional paid-in capital, and organization costs are recorded in general and administrative expenses. As a result of the current suspension of our Primary Offering and termination of our Former Dealer Manager, we currently expect that the organization and offering expenses incurred on the sale of Class Y shares and Class Z shares will exceed 1 % at the termination of the Public Offering . Accordingly, as of June 30, 2020, we have recorded a receivable from our Advisor for organization and offering expenses incurred through June 3 0, 2020 in excess of the 1 % limitation, which resulted in a $ 0.6 million reduction in due to a ffiliates and an increas e in additional paid in c apital in the accompanying consolidated balance sheet. In connection with our Primary Offering, our Former Dealer Manager received an upfront sales commission and dealer manager fee based upon the share class sold under the terms of the Dealer Manager Agreement, which are recorded as a reduction to additional paid-in capital as an offering cost. Our Advisor agreed to fund the payment of the upfront 3.0% sales commission and the upfront 3.0% dealer manager fee for the sale of Class Y shares sold in the Primary Offering, which In addition, our Former Dealer Manager may also receive an ongoing stockholder servicing fee and ongoing dealer manager fee for certain classes of our common stock, subject to certain limitations. We record a liability within Due to Affiliates and a reduction to additional paid-in capital at the time of sale of the Class T, Class W, Class Y, and Class Z shares for the future estimated ongoing stockholder and dealer manager servicing fees. Please see Note 7 – Related Party Transactions – Dealer Manager Agreements for additional details about such commissions and fees. |
Redeemable Common Stock | Redeemable Common Stock In connection with the Private Offering, we adopted a share redemption program (the “Private Offering Share Redemption Program”) that enabled stockholders to sell their shares to us in limited circumstances, and in connection with the Public Offering, we amended the Private Offering Share Redemption Program (the “Share Redemption Program”). On March 30, 2020, our board of directors approved the suspension of our Share Redemption Program. Please see Note 8 – Commitments and Contingencies – Share Redemption Program for additional details. In general, we record amounts that are redeemable under the Share Redemption Program as redeemable common stock in the accompanying consolidated balance sheets since the shares are redeemable at the option of the holder and therefore their redemption is outside our control. The maximum amount redeemable under the Share Redemption Program will be limited to the number of shares we could repurchase with the amount of the net proceeds from the sale of shares under the Distribution Reinvestment Plan. However, accounting guidance states that determinable amounts that can become redeemable should be presented as redeemable when such amount is known. Therefore, the net proceeds from the Distribution Reinvestment Plan are considered to be temporary equity and are presented as redeemable common stock in our consolidated balance sheets. In addition, current accounting guidance requires, among other things, that financial instruments that represent a mandatory obligation of us to repurchase shares be classified as liabilities and reported at settlement value. Our redeemable common stock is contingently redeemable at the option of the holder. When we determine we have a mandatory obligation to repurchase shares under the Share Redemption Program, we reclassify such obligations from temporary equity to a liability based upon their respective settlement values. |
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 June 30, 2020. 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. June 30, 2020 December 31, 2019 Fair Value Carrying Value (1) Fair Value Carrying Value (1) Fixed Rate Secured Debt $ 177,289,000 $ 161,368,033 $ 169,532,000 $ 161,422,833 (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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 June 30, 2020. 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. June 30, 2020 December 31, 2019 Fair Value Carrying Value (1) Fair Value Carrying Value (1) Fixed Rate Secured Debt $ 177,289,000 $ 161,368,033 $ 169,532,000 $ 161,422,833 (1) Carrying value represents the book value of financial instruments, including unamortized debt issuance costs. |
Real Estate Facilities (Tables)
Real Estate Facilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Real Estate [Abstract] | |
Summary of Activity in Real Estate Facilities | The following summarizes the activity in the real estate facilities during the six months ended June 30, 2020: Real estate facilities Balance at December 31, 2019 $ 268,740,745 Additions - Student 27,392 Additions - Senior 295,108 Balance at June 30, 2020 $ 269,063,245 Accumulated depreciation Balance at December 31, 2019 $ (15,243,833 ) Depreciation expense (4,312,762 ) Balance at June 30, 2020 $ (19,556,595 ) |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Company's Outstanding Debt | The Company’s outstanding debt is summarized as follows: Encumbered Property June 30, 2020 December 31, 2019 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) 46,726,158 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) 5,535,595 7,635,529 4.19 % 4/30/2021 Courtyard Initial Bridge Loan (4) 27,000,000 27,000,000 4.19 % 4/30/2021 Courtyard Delayed Draw Commitment (4) 12,480,955 12,480,955 4.19 % 4/30/2021 PPP Loans (5) 1,950,000 — 1.00 % 5/14/2022 Debt issuance costs, net (1,786,797 ) (1,802,675 ) Total debt $ 208,105,911 $ 208,418,809 (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 June 30, 2020. ( 5 ) Represents the aggregate of four unsecured promissory notes under the Paycheck Protection Program (the “PPP”). Fixed rate debt with no payments for the first six months, then principal and interest due monthly thereafter with the remaining principal and interest balances due on May 14, 2022 for one of the loans and May 15, 2022 for the other three loans with respect to any portion of such loan which is not forgiven pursuant to the terms of the CARES Act. We intend to apply for forgiveness for the PPP Loans. |
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 June 30, 2020: 2020 $ 403,710 2021 46,682,624 2022 1,919,733 2023 1,680,592 2024 54,751,707 2025 and thereafter 104,454,342 Total payments 209,892,708 Non-revolving debt issuance costs, net (1,786,797 ) Total $ 208,105,911 |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Summary of Reportable Segments | The following table summarizes information for the reportable segments for the three and six months ended June 30, 2020 and 2019: Three Months Ended June 30, Student Housing Senior Housing Corporate and Other Total 2020 2019 2020 2019 2020 2019 2020 2019 Leasing and leasing related revenues $ 1,721,032 $ 2,035,523 $ 6,634,422 $ 6,223,498 $ — $ — $ 8,355,454 $ 8,259,021 Other revenues — — 39,322 192,550 — — 39,322 192,550 Property operating expenses (897,294 ) (872,611 ) (4,740,521 ) (4,133,439 ) — — (5,637,815 ) (5,006,050 ) Net operating income 823,738 1,162,912 1,933,223 2,282,609 — — 2,756,961 3,445,521 Property operating expenses - affiliates 236,167 236,112 473,666 454,868 — — 709,833 690,980 General and administrative — — — — 364,014 574,341 364,014 574,341 Depreciation 833,317 828,355 1,318,238 1,154,448 3,597 3,113 2,155,152 1,985,916 Intangible amortization expense — — 954,900 1,836,354 — — 954,900 1,836,354 Interest expense 535,350 535,350 1,885,484 2,008,234 — — 2,420,834 2,543,584 Interest expense – debt issuance costs 26,496 26,495 115,671 159,300 — — 142,167 185,795 Other — 139 — 823 (1,808 ) 26,642 (1,808 ) 27,604 Net loss $ (807,592 ) $ (463,539 ) $ (2,814,736 ) $ (3,331,418 ) $ (365,803 ) $ (604,096 ) $ (3,988,131 ) $ (4,399,053 ) Six Months Ended June 30, Student Housing Senior Housing Corporate and Other Total 2020 2019 2020 2019 2020 2019 2020 2019 Leasing and leasing related revenues $ 3,555,503 $ 4,059,475 $ 13,364,021 $ 12,428,452 $ — $ — $ 16,919,524 $ 16,487,927 Other revenues — — 208,851 344,972 — — 208,851 344,972 Property operating expenses (1,852,748 ) (1,857,611 ) (9,304,815 ) (8,146,879 ) — — (11,157,563 ) (10,004,490 ) Net operating income 1,702,755 2,201,864 4,268,057 4,626,545 — — 5,970,812 6,828,409 Property operating expenses - affiliates 473,265 474,361 950,820 907,546 — — 1,424,085 1,381,907 General and administrative — — — — 829,491 1,182,546 829,491 1,182,546 Depreciation 1,665,882 1,651,404 2,639,687 2,311,230 7,193 6,051 4,312,762 3,968,685 Intangible amortization expense — — 1,909,800 3,673,427 — — 1,909,800 3,673,427 Interest expense 1,070,700 1,070,700 3,911,521 4,058,481 — — 4,982,221 5,129,181 Interest expense – debt issuance costs 52,992 52,991 209,126 330,377 — — 262,118 383,368 Other — (1,862 ) 370 1,785 50,832 8,834 51,202 8,757 Net loss $ (1,560,084 ) $ (1,045,730 ) $ (5,353,267 ) $ (6,656,301 ) $ (887,516 ) $ (1,197,431 ) $ (7,800,867 ) $ (8,899,462 ) |
Summary of Total Assets by Segment | The following table summarizes our total assets by segment: Segments June 30, 2020 December 31, 2019 Student housing $ 90,435,277 $ 92,162,808 Senior housing 167,623,524 172,487,550 Corporate and Other 9,927,111 8,428,049 Total assets $ 267,985,912 $ 273,078,407 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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, 2019 and the six months ended June 30, 2020, as well as any related amounts payable as of December 31, 2019 and June 30, 2020: Year Ended December 31, 2019 Six Months Ended June 30, 2020 Incurred Paid Payable Incurred Paid Adjustment Payable Expensed Operating expenses (including organizational costs) $ 1,285,248 $ 859,028 $ 797,606 $ 273,930 $ 563,057 $ - $ 508,479 Transfer Agent expenses 88,973 — 138,446 56,434 — — 194,880 Asset management fees 2,302,206 — 3,384,728 1,179,341 — — 4,564,069 Property management oversight fees 470,572 — 670,859 238,744 — — 909,603 Capitalized Acquisition expenses — — 1,980,000 — — — 1,980,000 Additional Paid-in Capital Selling commissions 344,424 336,924 7,500 97,460 104,960 — — Dealer Manager fees 296,419 288,919 7,500 97,460 104,960 — — Stockholder servicing fees and dealer manager servicing fees (1) 389,820 19,625 417,141 110,810 24,578 (503,373 ) (2) — Offering costs 207,516 — 714,568 43,767 - (593,991 ) (3) 164,344 Total $ 5,385,178 $ 1,504,496 $ 8,118,348 $ 2,097,946 $ 797,555 $ (1,097,364 ) $ 8,321,375 (1) We paid our Former Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365 th th (2) As a result of the current suspension of our Primary Offering and termination of our Former Dealer Manager, we currently expect that the aggregate underwriting compensation from all sources will exceed 10% at the termination of the Public Offering. Accordingly, we ceased paying stockholder servicing fee and dealer manager servicing fees in April 2020, pursuant to the terms of the Dealer Manager Agreement. Additionally, as of June 30, 2020, we have reversed our liability for future payment of the stockholder servicing fees and dealer manager servicing fees. (3) Pursuant to the Advisor Funding Agreement, our Advisor has agreed to fund, and will not be reimbursed for, 1.0% of the gross offering proceeds from the sale of Class Y shares and Class Z shares. Our Advisor must reimburse us within 60 days after the end of the month in which the Public Offering terminates to the extent organization and offering expenses incurred in good faith exceed the 1.0% estimate being funded by the Advisor pursuant to the Advisor Funding Agreement. As a result of the current suspension of our Primary Offering and termination of our Former Dealer Manager, we currently expect that the organization and offering costs incurred will exceed 1% at the termination of the Public Offering. Accordingly, as of June 30, 2020, we have recorded a receivable from our Advisor for organization and offering costs incurred |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Stock for Redemption Based on Number of Years Stock Held | The redemption price per share for Class A shares, Class Y shares, and Class Z shares will initially 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) | Apr. 17, 2020 | Jul. 10, 2019USD ($)$ / shares | May 01, 2018USD ($)shares | Oct. 20, 2017 | Sep. 28, 2017USD ($)shares | Jan. 27, 2017USD ($)shares | Oct. 05, 2016USD ($)shares | Oct. 04, 2016USD ($)shares | Jun. 30, 2019 | Oct. 31, 2018 | Jun. 30, 2020Employeeshares | Mar. 31, 2020USD ($)shares | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2020USD ($)PropertyEmployee | Jun. 30, 2019USD ($) |
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Date of formation of company | Oct. 4, 2016 | |||||||||||||||
Number of common stock issued | shares | 0 | |||||||||||||||
Issuance of common stock | $ 3,313,673 | $ 1,120,761 | $ 1,993,382 | |||||||||||||
Gross proceeds from issuance of common stock | $ 3,313,677 | $ 3,030,455 | ||||||||||||||
Number of senior housing properties | Property | 4 | |||||||||||||||
Number of student housing properties | Property | 2 | |||||||||||||||
Number of employees | Employee | 0 | 0 | ||||||||||||||
Dealer manager agreement termination notice period | 60 days | |||||||||||||||
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% | |||||||||||||||
SSSHT Property Management, LLC (Property Manager) [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Date of formation of company | Oct. 3, 2016 | |||||||||||||||
Reno Student Housing, DST [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Beneficial interest for ownership percentage | 2.60% | |||||||||||||||
Beneficial interest percentage | 2.60% | |||||||||||||||
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 Y Common Stock [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Number of common stock issued | shares | 1,100,000 | |||||||||||||||
Class Z Common Stock [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Number of common stock issued | shares | 165,000 | |||||||||||||||
Class A, T, W, Y and Z Common Stock [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Gross proceeds from issuance of common stock | $ 17,100,000 | |||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Number of common stock issued | shares | 362,000 | |||||||||||||||
Class W Common Stock [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Number of common stock issued | shares | 83,000 | |||||||||||||||
Class T Common Stock [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Number of common stock issued | shares | 70,000 | |||||||||||||||
Private Offering [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Number of common stock issued | shares | 10,800,000 | |||||||||||||||
Shares issued pursuant to distribution reinvestment plan | shares | 1,000,000 | |||||||||||||||
Gross proceeds from issuance of common stock | $ 93,000,000 | |||||||||||||||
Primary Offering [Member] | Class Y Common Stock [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Common stock sales price per share | $ / shares | $ 9.30 | |||||||||||||||
Primary Offering [Member] | Class Z Common Stock [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Common stock sales price per share | $ / shares | 9.30 | |||||||||||||||
Primary and Public Offering [Member] | Class A, T, W, Y and Z Common Stock [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Shares issuable pursuant to distribution reinvestment plan per share | $ / shares | $ 9.30 | |||||||||||||||
SSSHT Advisor, LLC (Advisor) [Member] | Strategic Storage Operating Partnership IV, L.P. [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Advisor purchased a limited partnership interest in operating partnership | $ 199,000 | $ 1,000 | ||||||||||||||
Advisor agreed to acquire limited partnership interest in operating partnership, number of partnership units | shares | 25,447.57 | 111.11 | ||||||||||||||
Capital contribution | $ 200,000 | |||||||||||||||
Percentage of common units of limited partnership interest of operating partnership | 0.20% | |||||||||||||||
SSSHT Advisor, LLC (Advisor) [Member] | Strategic Transfer Agent Services, LLC (Transfer Agent) [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Ownership percentage | 100.00% | |||||||||||||||
SSSHT Advisor, LLC (Advisor) [Member] | Common Stock [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Number of common stock issued | shares | 111.11 | |||||||||||||||
Issuance of common stock | $ 1,000 | |||||||||||||||
SmartStop Asset Management, LLC (Sponsor) [Member] | SSSHT Advisor, LLC (Advisor) [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Percentage of economic interest owned by sponsor | 97.50% | |||||||||||||||
Percentage of voting membership interests owned by sponsor | 100.00% | |||||||||||||||
SmartStop Asset Management, LLC (Sponsor) [Member] | SSSHT Property Management, LLC (Property Manager) [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Percentage of property management owned by sponsor | 100.00% | |||||||||||||||
SmartStop Asset Management, LLC (Sponsor) [Member] | Select Capital Corporation (Dealer Manager) [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Percentage of non-voting equity interest | 15.00% | |||||||||||||||
Affiliate [Member] | SSSHT Property Management, LLC (Property Manager) [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Percentage owned by affiliate | 2.50% | |||||||||||||||
Maximum [Member] | Class Y Common Stock [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Shares issuable pursuant to distribution reinvestment plan | $ 700,000,000 | |||||||||||||||
Maximum [Member] | Class Z Common Stock [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Shares issuable pursuant to distribution reinvestment plan | $ 300,000,000 | |||||||||||||||
Maximum [Member] | Private Offering [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Issuance of common stock | 100,000,000 | |||||||||||||||
Maximum [Member] | Primary Offering [Member] | S-11 Registration Statement [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Common stock shares registered for sale to public | shares | 1,000,000,000 | |||||||||||||||
Maximum [Member] | Primary and Public Offering [Member] | S-11 Registration Statement [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Shares issuable pursuant to distribution reinvestment plan | $ 95,000,000 | |||||||||||||||
Minimum [Member] | Private Offering [Member] | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Issuance of common stock | $ 1,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | Jul. 10, 2019USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2020USD ($)Segment | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Summary of Significant Accounting Policies [Line Items] | |||||
Days allowed for lease cancellation | 30 days | ||||
Estimated amortization expenses of intangible assets in 2020 | $ 1,900,000 | ||||
Estimated amortization expenses of intangible assets in 2021 | 600,000 | ||||
Debt issuance costs | $ 1,786,797 | $ 1,802,675 | |||
Offering cost as percentage of gross offering proceeds | 1.00% | ||||
Maximum period for reimbursement of offering cost | 60 days | ||||
Due to affiliates | $ 1,185,390 | $ 1,947,316 | |||
Gross proceeds from issuance of common stock | $ 3,313,677 | $ 3,030,455 | |||
Minimum percentage of ordinary taxable income to be distributed to stockholders | 90.00% | ||||
Number of reportable segments | Segment | 2 | ||||
Advisor [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Maximum period for reimbursement of offering expenses | 60 days | ||||
Due to affiliates | $ 600,000 | ||||
Class Y and Z Common Stock [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Offering cost as percentage of gross offering proceeds | 1.00% | ||||
Minimum offering cost rate | 1.00% | ||||
Maximum offering cost rate | 1.00% | ||||
Gross proceeds from issuance of common stock | $ 11,900,000 | ||||
Class Y Common Stock [Member] | Primary Offering [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Gross proceeds from issuance of common stock | $ 250,000,000 | ||||
Class Y Common Stock [Member] | Select Capital Corporation (Dealer Manager) [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Sale commission fees percentage of proceed from Primary Offering | 3.00% | 3.00% | |||
Dealer manager fees percentage of proceed from sales in primary portion of offering | 3.00% | 3.00% | |||
In-Place Leases [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Gross amount of lease intangibles | $ 22,300,000 | 22,300,000 | |||
Accumulated amortization of lease intangibles | $ 19,800,000 | $ 17,800,000 | |||
Maximum [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Initial term of lease | 12 months | ||||
Maximum [Member] | Advisor [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Percentage of organization and offering expenses funded by our advisor | 1.00% | ||||
Maximum [Member] | Furniture, Fixtures and Equipment [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Standard depreciable life | 7 years | ||||
Minimum [Member] | Class Y and Z Common Stock [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Percentage of organization and offering expenses funded by our advisor | 1.00% | ||||
Minimum [Member] | Class Y and Z Common Stock [Member] | Advisor [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Percentage of organization and offering expenses expected at termination of public offering | 1.00% | ||||
Percentage of receivable from advisor for organization and offering expenses incurred | 1.00% | ||||
Minimum [Member] | Furniture, Fixtures and Equipment [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Standard depreciable life | 3 years | ||||
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) | 6 Months Ended |
Jun. 30, 2020 | |
Land [Member] | |
Property, Plant and Equipment [Line Items] | |
Standard Depreciable Life, Description | Not Depreciated |
Buildings [Member] | |
Property, Plant and Equipment [Line Items] | |
Standard depreciable life | 40 years |
Site Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Standard depreciable life | 7 years |
Site Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Standard depreciable life | 10 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Fixed Rate Debt Payable (Detail) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Value | $ 209,892,708 | |
Fixed Rate Secured Debt [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 177,289,000 | $ 169,532,000 |
Carrying Value | $ 161,368,033 | $ 161,422,833 |
Real Estate Facilities - Summar
Real Estate Facilities - Summary of Activity in Real Estate Facilities (Detail) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Real estate facilities | |
Real estate facilities, beginning balance | $ 268,740,745 |
Real estate facilities, ending balance | 269,063,245 |
Accumulated depreciation | |
Accumulated depreciation, beginning balance | (15,243,833) |
Depreciation expense | (4,312,762) |
Accumulated depreciation, ending balance | (19,556,595) |
Student Housing [Member] | |
Real estate facilities | |
Additions | 27,392 |
Senior Housing [Member] | |
Real estate facilities | |
Additions | $ 295,108 |
Debt - Schedule of Company's Ou
Debt - Schedule of Company's Outstanding Debt (Detail) - USD ($) | Feb. 27, 2020 | Mar. 29, 2019 | Feb. 23, 2018 | Sep. 28, 2017 | Jun. 28, 2017 | Jun. 30, 2020 | May 14, 2020 | Dec. 31, 2019 | Aug. 31, 2018 | ||
Debt Instrument [Line Items] | |||||||||||
Carrying Value | $ 209,892,708 | ||||||||||
Debt issuance costs, net | (1,786,797) | $ (1,802,675) | |||||||||
Total debt | 208,105,911 | 208,418,809 | |||||||||
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] | $ 46,726,158 | 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] | $ 5,535,595 | 7,635,529 | ||||||||
Debt instrument, initial interest rate | [4] | 4.19% | |||||||||
Maturity Date | Apr. 30, 2021 | Apr. 30, 2020 | Feb. 23, 2019 | Apr. 30, 2021 | [4] | ||||||
Courtyard Initial Bridge Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Carrying Value | [4] | $ 27,000,000 | 27,000,000 | ||||||||
Debt instrument, initial interest rate | [4] | 4.19% | |||||||||
Maturity Date | [4] | Apr. 30, 2021 | |||||||||
Courtyard Delayed Draw Commitment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Carrying Value | [4] | $ 12,480,955 | $ 12,480,955 | ||||||||
Debt instrument, initial interest rate | [4] | 4.19% | |||||||||
Maturity Date | [4] | Apr. 30, 2021 | |||||||||
PPP Loans [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Carrying Value | [5] | $ 1,950,000 | |||||||||
Debt instrument, initial interest rate | 1.00% | [5] | 1.00% | ||||||||
Maturity Date | [5] | May 14, 2022 | |||||||||
[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 June 30, 2020. | ||||||||||
[5] | Represents the aggregate of four unsecured promissory notes under the Paycheck Protection Program (the “PPP”). Fixed rate debt with no payments for the first six months, then principal and interest due monthly thereafter with the remaining principal and interest balances due on May 14, 2022 for one of the loans and May 15, 2022 for the other three loans with respect to any portion of such loan which is not forgiven pursuant to the terms of the CARES Act. We intend to apply for forgiveness for the PPP Loans. |
Debt - Schedule of Company's _2
Debt - Schedule of Company's Outstanding Debt (Parenthetical) (Detail) | Aug. 31, 2018 | Feb. 23, 2018Loan | Jun. 30, 2020PropertyLoan |
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 |
Debt - Additional Information (
Debt - Additional Information (Detail) | May 14, 2020USD ($) | Feb. 27, 2020 | Mar. 29, 2019 | Aug. 31, 2018USD ($) | Feb. 23, 2018USD ($)PropertyLoan | Sep. 28, 2017USD ($) | Jun. 28, 2017USD ($) | Mar. 31, 2020 | Jun. 30, 2020USD ($)PropertyLoan | Dec. 31, 2019USD ($) | ||
Debt Instrument [Line Items] | ||||||||||||
Secured debt | $ 208,105,911 | $ 208,418,809 | ||||||||||
Carrying Value | 209,892,708 | |||||||||||
Future principal payment, 2020 | 403,710 | |||||||||||
Future principal payment, 2021 | 46,682,624 | |||||||||||
Future principal payment, 2022 | $ 1,919,733 | |||||||||||
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] | $ 46,726,158 | 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, 2021 | Apr. 30, 2020 | Feb. 23, 2019 | Apr. 30, 2021 | [2] | |||||||
Debt instrument, initial interest rate | [2] | 4.19% | ||||||||||
Loan maturity conditional maturity date | Aug. 23, 2019 | |||||||||||
Commitment fee percentage on loan principal outstanding | 0.50% | |||||||||||
Debt instrument, description of variable rate | 1-month Libor plus 400 basis points | |||||||||||
Debt instrument, variable interest rate | 4.00% | |||||||||||
Percentage of net proceeds from certain capital events required to be applied | 100.00% | |||||||||||
Carrying Value | [2] | $ 5,535,595 | 7,635,529 | |||||||||
Utah Bridge Loan [Member] | Key Bank [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds to be applied for loan payment amount | 7,100,000 | |||||||||||
Utah Bridge Loan [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Non-recourse guaranty expiry threshold liquidity. | $ 3,000,000 | |||||||||||
Freddie Mac Cottonwood Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Secured debt | $ 9,337,000 | |||||||||||
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 | Apr. 30, 2021 | Apr. 30, 2020 | ||||||||||
Debt instrument, initial interest rate | 4.19% | |||||||||||
Non-recourse guaranty expiry threshold liquidity. | $ 4,800,000 | |||||||||||
Commitment fee percentage on loan principal outstanding | 0.50% | |||||||||||
Debt instrument, description of variable rate | 1-month Libor plus 400 basis points | |||||||||||
Debt instrument, variable interest rate | 4.00% | |||||||||||
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 | |||||||||||
Courtyard Initial Bridge Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan maturity date | [2] | Apr. 30, 2021 | ||||||||||
Debt instrument, initial interest rate | [2] | 4.19% | ||||||||||
Carrying Value | [2] | $ 27,000,000 | 27,000,000 | |||||||||
Courtyard Delayed Draw Commitment [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan maturity date | [2] | Apr. 30, 2021 | ||||||||||
Debt instrument, initial interest rate | [2] | 4.19% | ||||||||||
Carrying Value | [2] | $ 12,480,955 | 12,480,955 | |||||||||
Courtyard Delayed Draw Commitment [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Delayed draw commitment, amount | $ 14,000,000 | |||||||||||
PPP Loans [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Secured debt | $ 1,950,000 | |||||||||||
Debt term | 2 years | |||||||||||
Loan maturity date | [4] | May 14, 2022 | ||||||||||
Debt instrument, initial interest rate | 1.00% | 1.00% | [4] | |||||||||
Carrying Value | [4] | $ 1,950,000 | ||||||||||
Future principal payment, 2020 | 100,000 | |||||||||||
Future principal payment, 2021 | 1,000,000 | |||||||||||
Future principal payment, 2022 | $ 900,000 | |||||||||||
KeyBank Bridge Loans [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loan maturity date | Apr. 30, 2021 | |||||||||||
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 June 30, 2020. | |||||||||||
[3] | Fixed rate debt with interest only payments due monthly for the first four years, then principal and interest on a 30-year amortization schedule thereafter. | |||||||||||
[4] | Represents the aggregate of four unsecured promissory notes under the Paycheck Protection Program (the “PPP”). Fixed rate debt with no payments for the first six months, then principal and interest due monthly thereafter with the remaining principal and interest balances due on May 14, 2022 for one of the loans and May 15, 2022 for the other three loans with respect to any portion of such loan which is not forgiven pursuant to the terms of the CARES Act. We intend to apply for forgiveness for the PPP Loans. | |||||||||||
[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 ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instruments [Abstract] | ||
2020 | $ 403,710 | |
2021 | 46,682,624 | |
2022 | 1,919,733 | |
2023 | 1,680,592 | |
2024 | 54,751,707 | |
2025 and thereafter | 104,454,342 | |
Total payments | 209,892,708 | |
Debt issuance costs, net | (1,786,797) | $ (1,802,675) |
Total | $ 208,105,911 | $ 208,418,809 |
Preferred Equity in our Opera_2
Preferred Equity in our Operating Partnership - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jun. 28, 2017 | Jun. 30, 2020 | Dec. 31, 2019 |
Preferred Units [Line Items] | |||
Distribution description | The holders of Preferred Units accrue distributions at a rate of 9.0% per annum (the “Pay Rate”), payable monthly and calculated on an actual/360 day basis. Accumulated but unpaid distributions, if any, accrue at the Pay Rate. The preferred units of limited partnership interests in our Operating Partnership rank senior to all classes or series of partnership interests in our Operating Partnership and therefore, any cash we have to pay distributions otherwise may be used to pay distributions to the holder of such preferred units first. | ||
Distribution rate | 9.00% | ||
SAM Preferred Investor Limited Liability Company [Member] | |||
Preferred Units [Line Items] | |||
Preferred units outstanding value | $ 10.2 | $ 10.2 | |
Accrued distributions payable on preferred units | $ 1.8 | $ 1.3 | |
SAM Preferred Investor Limited Liability Company [Member] | Unit Purchase Agreement [Member] | |||
Preferred Units [Line Items] | |||
Liquidation preference per Preferred Unit | $ 25 | ||
SAM Preferred Investor Limited Liability Company [Member] | Unit Purchase Agreement [Member] | Maximum [Member] | |||
Preferred Units [Line Items] | |||
Redeemable preferred equity | $ 12 | ||
Preferred investor received | 480,000 |
Segment Disclosures - Additiona
Segment Disclosures - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2020Segment | |
Segment Reporting [Abstract] | |
Number of reportable business segments | 2 |
Segment Disclosures - Summary o
Segment Disclosures - Summary of Reportable Segments (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 8,394,776 | $ 8,451,571 | $ 17,128,375 | $ 16,832,899 |
Property operating expenses | (5,637,815) | (5,006,050) | (11,157,563) | (10,004,490) |
Net operating income | 2,756,961 | 3,445,521 | 5,970,812 | 6,828,409 |
Property operating expenses – affiliates | 709,833 | 690,980 | 1,424,085 | 1,381,907 |
General and administrative | 364,014 | 574,341 | 829,491 | 1,182,546 |
Depreciation | 2,155,152 | 1,985,916 | 4,312,762 | 3,968,685 |
Intangible amortization expense | 954,900 | 1,836,354 | 1,909,800 | 3,673,427 |
Interest expense | 2,420,834 | 2,543,584 | 4,982,221 | 5,129,181 |
Interest expense – debt issuance costs | 142,167 | 185,795 | 262,118 | 383,368 |
Other | (1,808) | 27,604 | 51,202 | 8,757 |
Net loss | (3,988,131) | (4,399,053) | (7,800,867) | (8,899,462) |
Student Housing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 1,721,032 | 2,035,523 | 3,555,503 | 4,059,475 |
Property operating expenses | (897,294) | (872,611) | (1,852,748) | (1,857,611) |
Net operating income | 823,738 | 1,162,912 | 1,702,755 | 2,201,864 |
Property operating expenses – affiliates | 236,167 | 236,112 | 473,265 | 474,361 |
Depreciation | 833,317 | 828,355 | 1,665,882 | 1,651,404 |
Interest expense | 535,350 | 535,350 | 1,070,700 | 1,070,700 |
Interest expense – debt issuance costs | 26,496 | 26,495 | 52,992 | 52,991 |
Other | 139 | (1,862) | ||
Net loss | (807,592) | (463,539) | (1,560,084) | (1,045,730) |
Senior Housing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 6,673,744 | 6,416,048 | 13,572,872 | 12,773,424 |
Property operating expenses | (4,740,521) | (4,133,439) | (9,304,815) | (8,146,879) |
Net operating income | 1,933,223 | 2,282,609 | 4,268,057 | 4,626,545 |
Property operating expenses – affiliates | 473,666 | 454,868 | 950,820 | 907,546 |
Depreciation | 1,318,238 | 1,154,448 | 2,639,687 | 2,311,230 |
Intangible amortization expense | 954,900 | 1,836,354 | 1,909,800 | 3,673,427 |
Interest expense | 1,885,484 | 2,008,234 | 3,911,521 | 4,058,481 |
Interest expense – debt issuance costs | 115,671 | 159,300 | 209,126 | 330,377 |
Other | 823 | 370 | 1,785 | |
Net loss | (2,814,736) | (3,331,418) | (5,353,267) | (6,656,301) |
Corporate and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
General and administrative | 364,014 | 574,341 | 829,491 | 1,182,546 |
Depreciation | 3,597 | 3,113 | 7,193 | 6,051 |
Other | (1,808) | 26,642 | 50,832 | 8,834 |
Net loss | (365,803) | (604,096) | (887,516) | (1,197,431) |
Leasing and leasing related revenues [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 8,355,454 | 8,259,021 | 16,919,524 | 16,487,927 |
Leasing and leasing related revenues [Member] | Student Housing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 1,721,032 | 2,035,523 | 3,555,503 | 4,059,475 |
Leasing and leasing related revenues [Member] | Senior Housing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 6,634,422 | 6,223,498 | 13,364,021 | 12,428,452 |
Other Revenues [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 39,322 | 192,550 | 208,851 | 344,972 |
Other Revenues [Member] | Senior Housing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 39,322 | $ 192,550 | $ 208,851 | $ 344,972 |
Segment Disclosures - Summary_2
Segment Disclosures - Summary of Total Assets by Segment (Detail) - USD ($) | Jun. 30, 2020 | Jan. 31, 2020 | Dec. 31, 2019 |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 267,985,912 | $ 273,078,407 | $ 273,078,407 |
Student Housing [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 90,435,277 | 92,162,808 | |
Senior Housing [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 167,623,524 | 172,487,550 | |
Corporate and Other [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 9,927,111 | $ 8,428,049 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Apr. 17, 2020 | Jul. 10, 2019 | May 01, 2018 | Oct. 20, 2017 | Oct. 31, 2018 | Mar. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 06, 2018 |
Related Party Transaction [Line Items] | |||||||||
Dealer manager agreement termination notice period | 60 days | ||||||||
Dealer manager agreement termination date | Jun. 16, 2020 | ||||||||
Maximum period for reimbursement of offering cost | 60 days | ||||||||
Reduction in due to affiliates | $ (1,185,390) | $ (1,947,316) | |||||||
Acquisition fee as percentage of contract purchase price | 1.00% | 2.00% | |||||||
Percentage of cumulative non-compounded annual return on invested capital to shareholders distributions | 6.00% | ||||||||
Additional Percentage Of Cumulative Non Compounded Annual Return On Invested Capital To Shareholders Distributions | 13.00% | ||||||||
Additional 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% | ||||||||
Gross proceeds from issuance of common stock | $ 3,313,677 | $ 3,030,455 | |||||||
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 | ||||||||
Advisory Agreements [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
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% | ||||||||
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 | ||||||||
Advisory Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Disposition fees percentage of sale price of property | 1.00% | ||||||||
Percentage of competitive real estate commission | 50.00% | ||||||||
Select Capital Corporation (Dealer Manager) [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Servicing fee percentage | 9.00% | ||||||||
Underwriting compensation | 10.00% | ||||||||
Percentage of non-voting equity interest | 15.00% | ||||||||
Percentage owned by affiliate in advisor | 2.50% | ||||||||
Property Managers [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Property Managers fee percentage description | We pay our Property Manager an oversight fee equal to 1% of the gross revenues attributable to such properties; provided, however, that our Property Manager will receive an oversight fee equal to 1.5% of the gross revenues attributable to any senior housing property other than such properties that are leased to third party tenants under triple-net or similar lease structures. In the event any of our properties are managed directly by our Property Manager, we will pay our Property Manager a property management fee that is approved by a majority of our board of directors, including a majority of our independent directors not otherwise interested in such transaction, as being fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties. | ||||||||
Percentage of oversight fee equal to gross revenues | 1.00% | ||||||||
Property Managers [Member] | Senior Housing Properties [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of oversight fee equal to gross revenues | 1.50% | ||||||||
Advisor Funding Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Maximum period for reimbursement of offering cost | 60 days | ||||||||
Maximum period for reimbursement of offering expenses | 60 days | ||||||||
Primary Offering And Termination of Dealer Manager [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Reduction in due to affiliates | $ 600,000 | ||||||||
Primary Offering Dealer Manager Agreement [Member] | Select Capital Corporation (Dealer Manager) [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Underwriting compensation | 10.00% | ||||||||
Select Capital Corporation (Dealer Manager) [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Reduction in due to affiliates | $ 500,000 | ||||||||
Minimum [Member] | Advisor Funding Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of organization and offering expenses funded by our advisor | 1.00% | ||||||||
Minimum [Member] | Advisor Funding Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of organization and offering expenses funded by our advisor | 1.00% | ||||||||
Minimum [Member] | Primary Offering And Termination of Dealer Manager [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of organization and offering expenses expected at termination of public offering | 1.00% | ||||||||
Percentage of receivable from advisor for organization and offering expenses incurred | 1.00% | ||||||||
Underwriting compensation | 10.00% | ||||||||
Maximum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Financing fee percentage | 0.50% | ||||||||
Maximum [Member] | Advisor Funding Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of organization and offering expenses funded by our advisor | 1.00% | ||||||||
Maximum [Member] | Advisor Funding Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of organization and offering expenses funded by our advisor | 1.00% | ||||||||
Class W Common Stock [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Reimbursement of offering cost rate | 1.00% | ||||||||
Class W Common Stock [Member] | Advisory Agreements [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Reimbursement of offering cost rate | 1.00% | ||||||||
Class Y and Z Common Stock [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Gross proceeds from issuance of common stock | $ 11,900,000 | ||||||||
Sales commissions and dealer manager fees | 800,000 | ||||||||
Organization and offering expenses | $ 800,000 | ||||||||
Class Y and Z Common Stock [Member] | Advisor Funding Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Reimbursement of offering cost rate | 1.00% | ||||||||
Class Y and Z Common Stock [Member] | Minimum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of organization and offering expenses funded by our advisor | 1.00% | ||||||||
Class Y and Z Common Stock [Member] | Minimum [Member] | Primary Offering And Termination of Dealer Manager [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of organization and offering expenses expected at termination of public offering | 1.00% | ||||||||
Class Y Common Stock [Member] | Primary Offering [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Estimation of organization and offering expenses for sale of stock | 1.00% | ||||||||
Gross proceeds from issuance of common stock | $ 250,000,000 | ||||||||
Class Y Common Stock [Member] | Select Capital Corporation (Dealer Manager) [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale commission fees percentage of proceed from Primary Offering | 3.00% | 3.00% | |||||||
Dealer manager fees percentage of proceed from sales in primary portion of offering | 3.00% | 3.00% | |||||||
Class Z Common Stock [Member] | Primary Offering [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Estimation of organization and offering expenses for sale of stock | 1.00% | ||||||||
Class A Common Stock [Member] | Select Capital Corporation (Dealer Manager) [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale commission fees percentage of proceed from Primary Offering | 6.00% | ||||||||
Maximum dealer manager fee percentage of proceeds from sales in Primary Private Offering | 3.00% | ||||||||
Class T Common Stock [Member] | Select Capital Corporation (Dealer Manager) [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale commission fees percentage of proceed from Primary Offering | 3.00% | ||||||||
Maximum dealer manager fee percentage of proceeds from sales in Primary Private Offering | 3.00% | ||||||||
Class T and Y Common Stock [Member] | Additional Paid In Capital Selling Commissions [Member] | Select Capital Corporation (Dealer Manager) [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Monthly stockholder servicing fee accrual description | accrues daily in an amount equal to 1/365th of 1% of the purchase price per share | ||||||||
Class W and Z Common Stock [Member] | Additional Paid In Capital Selling Commissions [Member] | Select Capital Corporation (Dealer Manager) [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Monthly stockholder servicing fee accrual description | accrues daily in an amount equal to 1/365th of 0.5% of the purchase price per share |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Costs - Related Party Transactions (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | ||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | $ 2,097,946 | $ 5,385,178 | |
Related party costs, Paid | 797,555 | 1,504,496 | |
Related party costs, Adjustment | (1,097,364) | ||
Related party costs, Payable | 8,321,375 | 8,118,348 | |
Operating Expenses Including Organizational Costs [Member] | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 273,930 | 1,285,248 | |
Related party costs, Paid | 563,057 | 859,028 | |
Related party costs, Payable | 508,479 | 797,606 | |
Transfer Agent Expenses [Member] | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 56,434 | 88,973 | |
Related party costs, Payable | 194,880 | 138,446 | |
Asset Management Fees [Member] | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 1,179,341 | 2,302,206 | |
Related party costs, Payable | 4,564,069 | 3,384,728 | |
Property Management Oversight Fees [Member] | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 238,744 | 470,572 | |
Related party costs, Payable | 909,603 | 670,859 | |
Acquisition Expenses Capitalized [Member] | |||
Related Party Transaction [Line Items] | |||
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 | 97,460 | 344,424 | |
Related party costs, Paid | 104,960 | 336,924 | |
Related party costs, Payable | 7,500 | ||
Additional Paid-in Capital Dealer Manager Fees [Member] | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 97,460 | 296,419 | |
Related party costs, Paid | 104,960 | 288,919 | |
Related party costs, Payable | 7,500 | ||
Additional paid in Capital Stockholder Servicing Fees and Dealer Manager Servicing Fees [Member] | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | [1] | 110,810 | 389,820 |
Related party costs, Paid | [1] | 24,578 | 19,625 |
Related party costs, Adjustment | [1],[2] | (503,373) | |
Related party costs, Payable | [1] | 417,141 | |
Additional Paid-in Capital Offering Costs [Member] | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 43,767 | 207,516 | |
Related party costs, Adjustment | [3] | (593,991) | |
Related party costs, Payable | $ 164,344 | $ 714,568 | |
[1] | We paid our Former Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365 th th | ||
[2] | As a result of the current suspension of our Primary Offering and termination of our Former Dealer Manager, we currently expect that the aggregate underwriting compensation from all sources will exceed 10% at the termination of the Public Offering. Accordingly, we ceased paying stockholder servicing fee and dealer manager servicing fees in April 2020, pursuant to the terms of the Dealer Manager Agreement. Additionally, as of June 30, 2020, we have reversed our liability for future payment of the stockholder servicing fees and dealer manager servicing fees. | ||
[3] | Pursuant to the Advisor Funding Agreement, our Advisor has agreed to fund, and will not be reimbursed for, 1.0% of the gross offering proceeds from the sale of Class Y shares and Class Z shares. Our Advisor must reimburse us within 60 days after the end of the month in which the Public Offering terminates to the extent organization and offering expenses incurred in good faith exceed the 1.0% estimate being funded by the Advisor pursuant to the Advisor Funding Agreement. As a result of the current suspension of our Primary Offering and termination of our Former Dealer Manager, we currently expect that the organization and offering costs incurred will exceed 1% at the termination of the Public Offering. Accordingly, as of June 30, 2020, we have recorded a receivable from our Advisor for organization and offering costs incurred |
Related Party Transactions - _2
Related Party Transactions - Summary of Related Party Costs - Related Party Transactions (Parenthetical) (Detail) | 6 Months Ended |
Jun. 30, 2020 | |
Primary Offering And Termination of Dealer Manager [Member] | Minimum [Member] | |
Related Party Transaction [Line Items] | |
Underwriting compensation | 10.00% |
Percentage of organization and offering expenses expected at termination of public offering | 1.00% |
Percentage of receivable from advisor for organization and offering expenses incurred | 1.00% |
Advisor Funding Agreement [Member] | |
Related Party Transaction [Line Items] | |
Maximum period for reimbursement of offering expenses | 60 days |
Advisor Funding Agreement [Member] | Minimum [Member] | |
Related Party Transaction [Line Items] | |
Percentage of organization and offering expenses funded by our advisor | 1.00% |
Advisor Funding Agreement [Member] | Maximum [Member] | |
Related Party Transaction [Line Items] | |
Percentage of organization and offering expenses funded by our advisor | 1.00% |
Class Y and Z Common Stock [Member] | Minimum [Member] | |
Related Party Transaction [Line Items] | |
Percentage of organization and offering expenses funded by our advisor | 1.00% |
Class Y and Z Common Stock [Member] | Primary Offering And Termination of Dealer Manager [Member] | Minimum [Member] | |
Related Party Transaction [Line Items] | |
Percentage of organization and offering expenses expected at termination of public offering | 1.00% |
Class Y and Z Common Stock [Member] | Advisor Funding Agreement [Member] | |
Related Party Transaction [Line Items] | |
Reimbursement of offering cost rate | 1.00% |
Select Capital Corporation (Dealer Manager) [Member] | |
Related Party Transaction [Line Items] | |
Underwriting compensation | 10.00% |
Select Capital Corporation (Dealer Manager) [Member] | Class T and Y 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 |
Select Capital Corporation (Dealer Manager) [Member] | Class W and Z 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 ($) | 6 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies [Line Items] | ||||
Redemption of shares | 11,800 | 25,700 | 3,500 | 37,000 |
Redemption of shares in value | $ 100,000 | $ 210,000 | $ 30,000 | $ 288,000 |
Common Stock Redeemed [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Redemption of shares | 33,500 | |||
Redemption of shares in value | $ 258,000 | |||
Public Offering Distribution Reinvestment Plan [Member] | Class A Common Stock [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Purchase price per share | $ 9.30 | |||
Public Offering Distribution Reinvestment Plan [Member] | Class T Common Stock [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Purchase price per share | 9.30 | |||
Public Offering Distribution Reinvestment Plan [Member] | Class W Common Stock [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Purchase price per share | 9.30 | |||
Public Offering Distribution Reinvestment Plan [Member] | Class Y Common Stock [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Purchase price per share | 9.30 | |||
Public Offering Distribution Reinvestment Plan [Member] | Class Z Common Stock [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Purchase price per share | $ 9.30 | |||
Distribution Reinvestment Plan [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Sales commissions or dealer manager fees payable | $ 0 | |||
Amendment, suspension or termination period for distribution reinvestment plan | 10 days | |||
Distributions reinvestment | $ 0 | |||
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 in managing the properties, such as employee compensation, marketing costs and certain third-party administrative costs. | |||
Construction management fee description | In certain instances we may pay a construction management fee for certain construction management services. | |||
Property management agreements term | 1 year | |||
Property management agreements extension term | 1 year | |||
Property management notice period | 30 days | |||
Senior Living LLC [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Property Managers fee percentage description | we pay a monthly management fee plus reimbursement of amounts reasonably incurred in managing the properties, such as employee compensation, marketing costs and certain third-party administrative costs. | |||
Construction management fee description | In certain instances we may pay a construction management fee for certain construction management services. | |||
Property management agreements extension term | 1 year | |||
Property management notice period | 180 days | |||
Senior Living LLC [Member] | Minimum [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Property management agreements term | 3 years | |||
Senior Living LLC [Member] | Maximum [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Property management agreements term | 5 years |
Commitments and Contingencies_2
Commitments and Contingencies - Stock for Redemptions Based on Number of Years Stock Held (Detail) | 6 Months Ended |
Jun. 30, 2020 | |
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% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Jul. 22, 2020 | Aug. 31, 2018 | Jun. 30, 2020 |
Freddie Mac Utah Loans [Member] | Minimum [Member] | |||
Subsequent Event [Line Items] | |||
Non-recourse guaranty expiry threshold liquidity. | $ 4,800,000 | ||
Freddie Mac Utah Loans [Member] | Minimum [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Non-recourse guaranty expiry threshold liquidity. | $ 3,000,000 | ||
Courtyard Freddie Mac Mortgage Loan [Member] | Minimum [Member] | |||
Subsequent Event [Line Items] | |||
Non-recourse guaranty expiry threshold liquidity. | $ 6,320,000 | ||
Courtyard Freddie Mac Mortgage Loan [Member] | Minimum [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Non-recourse guaranty expiry threshold liquidity. | $ 3,000,000 | ||
Courtyard Freddie Mac Mortgage Loan [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Non-recourse guaranty expiry threshold liquidity. | $ 1,500,000 |