Loading...
Docoh

Strategic Student & Senior Housing Trust

Filed: 12 Aug 20, 2:56pm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended June 30, 2020

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

For the transition period from                     to                      

Commission File Number: 333-220646

 

Strategic Student & Senior Housing Trust, Inc.

(Exact name of Registrant as specified in its charter)

 

  Maryland

81-4112948

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

10 Terrace Road,

Ladera Ranch, California 92694

(Address of principal executive offices)

(877) 327-3485

(Registrant’s telephone number)

N/A

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

 

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange on Which Registered

None

 

None

 

None

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes             No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

 

 

 

Emerging growth company

 

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes          No ☒

As of August 10, 2020, there were approximately 11.6 million outstanding shares of Class A common stock, approximately 0.1 million outstanding shares of Class T common stock, approximately 0.1 million outstanding shares of Class W common stock, approximately 1.1 million outstanding shares of Class Y common stock, and approximately 0.2 million outstanding shares of Class Z common stock of the registrant.


FORM 10-Q

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC.

TABLE OF CONTENTS

 

 

 

Page No.  

 

Cautionary Note Regarding Forward-Looking Statements

3

 

 

 

PART I.

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Consolidated Financial Statements:

4

 

 

 

 

Consolidated Balance Sheets as of June 30, 2020 (unaudited) and December 31, 2019

5

 

 

 

 

Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2020 and 2019 (unaudited)

6

 

 

 

 

Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2020 and 2019 (unaudited)

7

 

 

 

 

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 and 2019 (unaudited)

9

 

 

 

 

Notes to Consolidated Financial Statements (unaudited)

10

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

35

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

46

 

 

 

Item 4.

Controls and Procedures

47

 

 

 

PART II.

OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

48

 

 

 

Item 1A.

Risk Factors

48

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

50

 

 

 

Item 3.

Defaults Upon Senior Securities

51

 

 

 

Item 4.

Mine Safety Disclosures

51

 

 

 

Item 5.

Other Information

51

 

 

 

Item 6.

Exhibits

51

 

2


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-Q of Strategic Student & Senior Housing Trust, Inc., other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable. Such statements include, in particular, statements about our plans, strategies, and prospects and are subject to certain risks and uncertainties, including known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “seek,” “continue,” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the Securities and Exchange Commission. We cannot guarantee the accuracy of any such forward-looking statements contained in this Form 10-Q, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Any such forward-looking statements are subject to risks, uncertainties, and other factors and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive, and market conditions, including without limitation changes in the political and economic climate, economic conditions and fiscal imbalances in the United States, and other major developments, including wars, natural disasters, epidemics and pandemics, including the outbreak of novel coronavirus (COVID-19), military actions, and terrorist attacks.  The occurrence or severity of any such event or circumstance is difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations and provide distributions to stockholders, and our ability to find suitable investment properties, may be significantly hindered. See the risk factors identified in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission, as supplemented by the risk factors included in Part II, Item 1A of this Form 10-Q, for a discussion of some, although not all, of the risks and uncertainties that could cause actual results to differ materially from those presented in our forward-looking statements.

 

3


PART I. FINANCIAL INFORMATION

ITEM 1.

CONSOLIDATED FINANCIAL STATEMENTS

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

The accompanying consolidated financial statements should be read in conjunction with the notes to our consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this report on Form 10-Q. The accompanying consolidated financial statements should also be read in conjunction with our consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2019. Our results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the operating results expected for the full year.

4


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

 

June 30, 2020

(Unaudited)

 

 

December 31,

2019

 

ASSETS

 

 

 

 

 

 

 

 

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

 

 

 

 

269,063,245

 

 

 

268,740,745

 

Accumulated depreciation

 

 

(19,556,595

)

 

 

(15,243,833

)

 

 

 

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

 

Equity:

 

 

 

 

 

 

 

 

Strategic Student & Senior Housing Trust, Inc. equity:

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value; 200,000,000 shares authorized; NaN issued

   and outstanding at June 30, 2020 and December 31, 2019

 

 

 

 

 

 

Class A Common stock, $0.001 par value; 245,000,000 shares authorized;

   11,625,430 and 11,565,901 shares issued and outstanding at June 30, 2020

   and December 31, 2019, respectively

 

 

11,625

 

 

 

11,566

 

Class T Common stock, $0.001 par value; 115,000,000 shares authorized;

   77,598 and 76,991 issued and outstanding at June 30, 2020 and

   December 31, 2019, respectively

 

 

78

 

 

 

77

 

Class W Common stock, $0.001 par value; 70,000,000 shares authorized;

   85,548 and 85,198 issued and outstanding at June 30, 2020

   and December 31, 2019, respectively

 

 

87

 

 

 

86

 

Class Y Common stock, $0.001 par value; 200,000,000 shares authorized;

   1,123,349 and 768,611 issued and outstanding at June 30, 2020 and

   December 31, 2019, respectively

 

 

1,122

 

 

 

768

 

Class Z Common stock, $0.001 par value; 70,000,000 shares authorized;

   166,494 and 159,070 issued and outstanding at June 30, 2020

   and December 31, 2019, respectively

 

 

167

 

 

 

159

 

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

 

 

See notes to consolidated financial statements.

5


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Leasing and related revenues – student

 

$

1,721,032

 

 

$

2,035,523

 

 

$

3,555,503

 

 

$

4,059,475

 

Leasing and related revenues – senior

 

 

6,673,744

 

 

 

6,416,048

 

 

 

13,572,872

 

 

 

12,773,424

 

Total revenues

 

 

8,394,776

 

 

 

8,451,571

 

 

 

17,128,375

 

 

 

16,832,899

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses – student

 

 

897,294

 

 

 

872,611

 

 

 

1,852,748

 

 

 

1,857,611

 

Property operating expenses – senior

 

 

4,740,521

 

 

 

4,133,439

 

 

 

9,304,815

 

 

 

8,146,879

 

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

)

Net loss per Class A share – basic and diluted

 

$

(0.33

)

 

$

(0.40

)

 

$

(0.64

)

 

$

(0.82

)

Net loss per Class T share – basic and diluted

 

$

(0.33

)

 

$

(0.40

)

 

$

(0.64

)

 

$

(0.82

)

Net loss per Class W share – basic and diluted

 

$

(0.33

)

 

$

(0.40

)

 

$

(0.64

)

 

$

(0.82

)

Net loss per Class Y share – basic and diluted

 

$

(0.33

)

 

$

 

 

$

(0.64

)

 

$

 

Net loss per Class Z share – basic and diluted

 

$

(0.33

)

 

$

 

 

$

(0.64

)

 

$

 

Weighted average Class A shares outstanding –

   basic and diluted

 

 

11,615,267

 

 

 

11,384,828

 

 

 

11,601,094

 

 

 

11,293,231

 

Weighted average Class T shares outstanding –

   basic and diluted

 

 

77,598

 

 

 

64,133

 

 

 

77,452

 

 

 

51,875

 

Weighted average Class W shares outstanding –

   basic and diluted

 

 

85,548

 

 

 

77,735

 

 

 

85,464

 

 

 

70,238

 

Weighted average Class Y shares outstanding –

   basic and diluted

 

 

1,123,349

 

 

 

 

 

 

1,046,598

 

 

 

 

Weighted average Class Z shares outstanding –

   basic and diluted

 

 

166,494

 

 

 

 

 

 

164,712

 

 

 

 

 

See notes to consolidated financial statements.

 

 

6


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

Class T

 

Class W

 

Class Y

 

Class Z

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

of

Shares

 

Common

Stock

Par

Value

 

Number

of

Shares

 

Common

Stock

Par

Value

 

Number

of

Shares

 

Common

Stock

Par

Value

 

Number

of

Shares

 

Common

Stock

Par

Value

 

Number

of

Shares

 

Common

Stock

Par

Value

 

Additional

Paid-in

Capital

 

Distributions

 

Accumulated

Deficit

 

Total

Strategic

Student

& Senior

Housing

Trust,

Inc. Equity

 

Noncontrolling

Interests in

our Operating

Partnership

 

Total

Equity

 

Preferred

Equity

in our

Operating

Partnership

 

Redeemable

Common

Stock

 

Balance as of December 31, 2018

 

11,122,135

 

$

11,122

 

 

36,299

 

$

36

 

 

43,996

 

$

44

 

 

 

$

 

 

 

$

 

$

83,533,060

 

$

(7,981,638

)

$

(22,263,678

)

$

53,298,946

 

$

(994,023

)

$

52,304,923

 

$

10,095,708

 

$

2,659,654

 

Gross proceeds from

   issuance of common stock

 

159,655

 

 

160

 

 

15,500

 

 

16

 

 

22,872

 

 

23

 

 

 

 

 

 

 

 

 

 

1,993,183

 

 

 

 

 

 

1,993,382

 

 

 

 

1,993,382

 

 

 

 

 

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

 

57,271

 

 

57

 

 

220

 

 

 

 

184

 

 

 

 

 

 

 

 

 

 

 

 

565,594

 

 

 

 

 

 

565,651

 

 

 

 

565,651

 

 

 

 

 

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

 

 

 

Balance as of March 31, 2019

 

11,339,061

 

$

11,339

 

 

52,019

 

$

52

 

 

67,052

 

$

67

 

 

 

$

 

 

 

$

 

$

85,111,705

 

$

(9,708,319

)

$

(27,004,459

)

$

48,410,385

 

$

(1,006,230

)

$

47,404,155

 

$

10,107,357

 

$

3,176,705

 

Gross proceeds from

   issuance of common stock

 

76,163

 

 

76

 

 

18,100

 

 

18

 

 

16,277

 

 

16

 

 

 

 

 

 

 

 

 

 

1,120,651

 

 

 

 

 

 

1,120,761

 

 

 

 

1,120,761

 

 

 

 

 

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

 

(8,646

)

 

(9

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9

)

 

 

 

(9

)

 

 

 

(115,028

)

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

 

59,296

 

 

60

 

 

393

 

 

1

 

 

275

 

 

 

 

 

 

 

 

 

 

 

 

587,945

 

 

 

 

 

 

588,006

 

 

 

 

588,006

 

 

 

 

 

Issuance of restricted stock

 

2,500

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

 

3

 

 

 

 

 

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

 

 

 

Balance as of June 30, 2019

 

11,468,374

 

$

11,469

 

 

70,512

 

$

71

 

 

83,604

 

$

83

 

 

 

$

 

 

 

$

 

$

85,705,345

 

$

(11,487,606

)

$

(31,648,634

)

$

42,580,728

 

$

(1,021,730

)

$

41,558,998

 

$

10,119,005

 

$

3,649,683

 

 

7


 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

Class T

 

Class W

 

Class Y

 

Class Z

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

of

Shares

 

Common

Stock

Par

Value

 

Number

of

Shares

 

Common

Stock

Par

Value

 

Number

of

Shares

 

Common

Stock

Par

Value

 

Number

of

Shares

 

Common

Stock

Par

Value

 

Number

of

Shares

 

Common

Stock

Par

Value

 

Additional

Paid-in

Capital

 

Distributions

 

Accumulated

Deficit

 

Total

Strategic

Student

& Senior

Housing

Trust,

Inc. Equity

 

Noncontrolling

Interests in

our Operating

Partnership

 

Total

Equity

 

Preferred

Equity

in our

Operating

Partnership

 

Redeemable

Common

Stock

 

Balance as of December 31, 2019

 

11,565,901

 

$

11,566

 

 

76,991

 

$

77

 

 

85,198

 

$

86

 

 

768,611

 

$

768

 

 

159,070

 

$

159

 

$

93,609,304

 

$

(15,238,571

)

$

(41,837,130

)

$

36,546,259

 

$

(1,051,914

)

$

35,494,345

 

$

10,142,303

 

$

4,723,961

 

Gross proceeds from

   issuance of common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

349,320

 

 

349

 

 

6,989

 

 

7

 

 

3,313,317

 

 

 

 

 

 

3,313,673

 

 

 

 

3,313,673

 

 

 

 

 

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

 

(3,544

)

 

(4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4

)

 

 

 

(4

)

 

 

 

 

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

 

60,450

 

 

60

 

 

607

 

 

1

 

 

350

 

 

1

 

 

5,418

 

 

5

 

 

435

 

 

1

 

 

625,439

 

 

 

 

 

 

625,507

 

 

 

 

625,507

 

 

 

 

 

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

 

 

 

Balance as of March 31, 2020

 

11,622,807

 

$

11,622

 

 

77,598

 

$

78

 

 

85,548

 

$

87

 

 

1,123,349

 

$

1,122

 

 

166,494

 

$

167

 

$

96,614,981

 

$

(17,197,451

)

$

(45,905,207

)

$

33,525,399

 

$

(1,063,960

)

$

32,461,439

 

$

10,146,187

 

$

5,349,468

 

Offering costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(62,721

)

 

 

 

 

 

(62,721

)

 

 

 

(62,721

)

 

 

 

 

Adjustment to offering costs (Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

503,373

 

 

 

 

 

 

503,373

 

 

 

 

503,373

 

 

 

 

 

Reimbursement of offering

   costs by Advisor (Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

123

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,142

 

 

 

 

 

 

1,142

 

 

 

 

1,142

 

 

 

 

 

Issuance of restricted stock

 

2,500

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

 

3

 

 

 

 

 

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

 

 

 

Balance as of June 30, 2020

 

11,625,430

 

$

11,625

 

 

77,598

 

$

78

 

 

85,548

 

$

87

 

 

1,123,349

 

$

1,122

 

 

166,494

 

$

167

 

$

97,655,806

 

$

(17,199,734

)

$

(50,153,954

)

$

30,315,197

 

$

(1,072,430

)

$

29,242,767

 

$

10,150,066

 

$

5,350,610

 

 

See notes to consolidated financial statements.

 

8


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

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:

 

 

 

 

 

 

 

 

Proceeds from issuance of KeyBank Bridge Loans

 

 

 

 

 

4,354,545

 

Principal payments of KeyBank Bridge Loans

 

 

(2,099,934

)

 

 

(1,000,000

)

Proceeds from issuance of PPP Loans

 

 

1,950,000

 

 

 

 

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

 

 

See notes to consolidated financial statements.

 

 

 

9


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

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”). Concurrently with our Registration Statement being declared effective, we filed articles of amendment to our charter and articles supplementary to our charter. As a result, all shares issued in our Private Offering were redesignated as Class A shares and the authorized shares were reclassified among Class A shares and two new classes of shares, Class T shares and Class W shares.

On June 21, 2019, we suspended the sale of Class A shares, Class T shares, and Class W shares in the Primary Offering and filed a post-effective amendment to our Registration Statement to register two new classes of 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, 2020,0 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) 2 student housing properties, (ii) 4 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 2 student housing properties (“Power 5 Conference Student Housing”).

10


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

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 0 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 pursuant to such notice, the Dealer Manager Agreement was terminated on June 16, 2020. Our Former Dealer Manager was responsible for marketing our shares offered pursuant to our offerings. 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. Please see Note 7 – Related Party Transactions for additional detail.

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

11


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

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 global 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. For the six months ended June 30, 2020, we have experienced lower occupancy at our senior housing properties and reduced rent payment collections at our student housing properties, which have adversely impacted our leasing and related revenues.  Additionally, we have incurred incremental expenses related to COVID-19, including enhanced sanitization, acquisition of personal protective equipment, and hero pay (additional labor costs for certain employees) at our senior housing properties. The extent and duration to which our operations will be impacted is highly uncertain and cannot be predicted.

 

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.

12


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

Noncontrolling Interest in Consolidated Entities

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

Use of Estimates

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

Cash and Cash Equivalents

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

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

Acquisitions of integrated sets of assets and activities that do not meet the definition of a business, as defined under current GAAP, are accounted for as asset acquisitions. Accordingly, once an acquisition is deemed probable, transaction costs are capitalized rather than expensed.  

During the six months ended June 30, 2020 and 2019, we did not acquire any properties or incur any acquisition-related transaction costs.

13


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

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. We adopted ASU 2016-02 using the modified retrospective transition method, which permits application of the new standard on the adoption date as opposed to the earliest comparative period presented in the financial statements, and its adoption did not have a material impact on our consolidated financial statements.

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.

14


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

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

Real Estate Properties

Real estate properties are recorded based upon relative fair values as of the date of acquisition. We capitalize costs incurred to renovate and improve properties, including interest and property taxes incurred during the construction period. The construction period begins when expenditures for the real estate assets have been made and activities that are necessary to prepare the asset for its intended use are in progress. The construction period ends when the asset is substantially complete and ready for its intended use. The costs of ordinary repairs and maintenance are charged to operations when incurred.

Depreciation of Real Property Assets

Our management is required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the asset to determine the appropriate useful lives.

Depreciation of our real property assets is charged to expense on a straight-line basis over the estimated useful lives as follows:

 

Description

 

Standard Depreciable

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 million as of June 30, 2020 and December 31, 2019.

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.

15


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

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 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.

In connection with our Primary Offering, our Former Dealer Manager received an upfront sales commission and dealer manager fee based upon the share class sold under the terms of the Dealer Manager Agreement, which are recorded as a reduction to additional paid-in capital as an offering cost. Our Advisor agreed to fund the payment of the upfront 3.0% sales commission and the upfront 3.0% dealer manager fee for the sale of Class Y shares sold in the Primary Offering, which we recognize as a capital contribution from our Advisor. Our Advisor may cease paying such amounts 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, as described in more detail in Note 7 – Related Party Transactions.

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.

16


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

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.

17


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

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 2 reportable segments: (i) student housing and (ii) senior housing. Please see Note 6 – Segment Disclosures for additional detail.

 

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

)

 

 

18


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

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 3 separate mortgage loans for the 3 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
be required.

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.

19


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

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 3 property-owning special purpose entities wholly-owned by us (the “Freddie Mac Borrowers”), entered into 3 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.

20


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

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”) with KeyBank as a Freddie Mac Lender for the purpose of funding a portion of the purchase price of the senior housing property (the “Courtyard Property”) we acquired.

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

The Freddie Mac Courtyard Borrower maintains separate books and records and its separate assets and credit (including the Courtyard Property) is not available to pay our other debts.

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

We serve as non-recourse 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.  See Note 9 – Subsequent Events for changes to the liquidity requirement.

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.

21


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

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 “Utah Collateral”).  

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, the 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.

22


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

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, the KeyBank Bridge Borrowers must continue to apply 100% of the net proceeds from certain capital events and we are required to apply the net proceeds from the issuance of equity interests in us, including the net proceeds from our Primary Offering, to the outstanding KeyBank Bridge Loans. Unless KeyBank otherwise consents, until the Courtyard Bridge Loans are repaid, we are required to defer payment of (i) acquisition fees otherwise payable to our Advisor and Sponsor in connection with the acquisition of the Courtyard Property and (ii) in the event of a default, asset management fees otherwise payable to our Advisor and Sponsor with respect to the Courtyard Property. The Courtyard Bridge Loans impose certain covenant requirements on us and the other parties to the Courtyard Bridge Loans, which, if breached, could result in an event of default under the Courtyard Bridge Loans. As of June 30, 2020, we were in compliance with the covenant requirements of the Courtyard Bridge Loans. In connection with the foregoing, we also amended the previously executed note with KeyBank in order to evidence the Courtyard Bridge Loans, and we also entered into an Omnibus Amendment and Reaffirmation of Loan Documents, as amended on March 29, 2019 (the “Omnibus Amendment”). As a result of the Omnibus Amendment, we continue to serve as a guarantor pursuant to the terms and conditions of the Utah Bridge Loan and the Courtyard Bridge Loans.

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.

23


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

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.

 

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.

 

24


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

In addition to the Unit Purchase Agreement, we and our Operating Partnership entered into a Second Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “Second Amended and Restated Limited Partnership Agreement”) and Amendment No. 1 to the Second and Amended and Restated Limited Partnership Agreement (the “Amendment”). The Second Amended and Restated Limited Partnership Agreement authorized the issuance of additional classes of units of limited partnership interest in the Operating Partnership and sets forth other necessary corresponding changes. All other terms of the Second Amended and Restated Limited Partnership Agreement remained substantially the same. Such terms continue to be included in the Third Amended and Restated Limited Partnership Agreement, as amended.

The holders of Preferred Units accrue distributions at a rate of 9.0% per annum (the “Pay Rate”), payable monthly and calculated on an actual/360 day basis. Accumulated but unpaid distributions, if any, accrue at the Pay Rate. The preferred units of limited partnership interests in our Operating Partnership rank senior to all classes or series of partnership interests in our Operating Partnership and therefore, any cash we have to pay distributions otherwise may be used to pay distributions to the holder of such preferred units first.

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

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.

Note 6. Segment Disclosures

We operate in 2 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.

25


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

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

 

 

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 pursuant to such notice, the Dealer Manager Agreement was terminated on June 16, 2020.

26


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

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

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. On July 10, 2019, we entered into another amendment to the Advisory Agreement (the “Second AA Amendment”).  Pursuant to the Second AA Amendment, our Advisor may be entitled to an acquisition fee (the “Contingent Acquisition Fee”) with respect to acquisitions made subsequent to July 10, 2019, subject to us satisfying certain stockholder return thresholds or if the Advisory Agreement is terminated for any reason other than our Advisor’s fraud, willful misconduct or gross negligence before July 10, 2029.  After we pay stockholders total distributions equal to their invested capital, plus a 6% cumulative, non-compounded annual return on invested capital, we will pay our Advisor a contingent acquisition fee equal to 1% of the Contract Purchase Price (as defined in the Second AA Amendment) of each property or other real estate investment we

27


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

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. As a result of the current suspension of our Primary Offering and termination of our Former Dealer

28


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

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 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.

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 pursuant to such notice, the Dealer Manager Agreement was terminated on June 16, 2020. Pursuant to the Dealer Manager Agreement, we paid our Former Dealer Manager upfront sales commissions in the amount of 3.0% of the gross proceeds of the Class Y shares sold and dealer manager fees in the amount of 3.0% of the gross proceeds of the Class Y shares sold in the primary portion of the offering. However, as described above, our Advisor has agreed to fund the payment of all upfront sales commissions and dealer manager fees on Class Y shares sold, subject to certain limitations. In addition, our Former Dealer Manager received an ongoing stockholder servicing fee that 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 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, which resulted in a $0.5 million reduction in due to affiliates and an increase in additional paid in capital in the accompanying consolidated balance sheet.

29


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

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.   

30


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

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 1/365th of 1% of the purchase price per share of the Class T shares and Class Y shares and 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.

 

(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 through June 30, 2020 in excess of the 1% limitation.

 

 

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.

31


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

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.

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. NaN sales commissions or dealer manager fees are paid with respect to the sale of such shares. We may amend or terminate the Distribution Reinvestment Plan for any reason at any time upon 10 days’ prior written notice to stockholders. On March 30, 2020, our board of directors approved the suspension of our distributions; during such suspension, 0 distributions will be reinvested pursuant to the Distribution Reinvestment Plan.

 

32


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

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 holding period in the event of the death, disability or bankruptcy of a stockholder. The number of shares eligible to be redeemed pursuant to the Share Redemption Program is limited as follows: 1) during any calendar year, we will not redeem in excess of 5% of the weighted average number of shares outstanding during the prior calendar year; and 2) funding for the redemption of shares will be limited to the amount of net proceeds we receive from the sale of shares under our Distribution Reinvestment Plan. We may redeem the shares of stock presented for redemption for cash to the extent that such requests comply with the foregoing terms of our share redemption program and we have sufficient funds available to fund such redemption. We are not obligated to redeem shares under the share redemption program.

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.

33


STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2020

(Unaudited)

 

Once our board of directors approves an estimated net asset value per share, as published from time to time in an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q and/or a Current Report on Form 8-K publicly filed with the SEC, the redemption price per share of a given class of shares purchased in either the Private Offering or the Public Offering shall then be equal to the then-current estimated net asset value per share for such class of shares.

There will be several limitations on our ability to redeem shares under the Share Redemption Program including, but not limited to:

 

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

 

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

 

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

 

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

For the 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 1 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.

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.

 

 

34


ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this report, as well as with our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2019. See also “Cautionary Note Regarding Forward Looking Statements” preceding Part I.

Overview

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

On January 27, 2017, pursuant to a confidential private placement memorandum, we commenced a private offering of up to $100,000,000 in shares of our common stock (the “Primary Private Offering”) and 1,000,000 shares of common stock pursuant to our distribution reinvestment plan (together with the Primary Private Offering, the “Private Offering”). The Private Offering required a minimum offering amount of $1,000,000, which we met on August 4, 2017. Our Private Offering terminated on March 15, 2018. We raised offering proceeds of approximately $93 million from the issuance of approximately 10.8 million shares pursuant to the Private Offering. Please see the Notes to the Consolidated Financial Statements contained elsewhere in this report for additional information. Upon the commencement of our Public Offering, discussed below, and the filing of the articles of amendment to our charter, all outstanding common stock was redesignated as Class A common stock.

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

On 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 are offering 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.

On March 30, 2020, our board of directors approved the suspension of the Primary Offering based upon various factors, including the uncertainty relating to 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.

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, and (iv) an approximately 1.4% beneficial interest in Power 5 Conference Student Housing.

35


 

Student Housing

As of June 30, 2020, our student housing property portfolio was comprised as follows:

 

Property

 

Date Acquired

 

Date

Completed

 

Primary

University

Served

 

Average

Monthly

Revenue

/ Bed(1)

 

 

# of

Units

 

 

# of

Beds

 

 

Occupancy%(2)

 

Fayetteville

 

June 28, 2017

 

August 2016

 

University of Arkansas

 

$

605

 

 

 

198

 

 

 

589

 

 

 

78.3

%

Tallahassee

 

September 28, 2017

 

August 2017

 

Florida State University

 

 

735

 

 

 

125

 

 

 

434

 

 

 

90.1

%

Total

 

 

 

 

 

 

 

$

666

 

 

 

323

 

 

 

1,023

 

 

 

83.3

%

 

(1) 

Calculated based on our base rental revenue earned during the six months ended June 30, 2020 divided by average occupied beds over the same period.

(2) 

Represents occupied beds divided by total rentable beds as of June 30, 2020.

Senior Housing

As of June 30, 2020, our senior housing property portfolio was comprised as follows:

 

Property

 

Date Acquired

 

Year

Built

 

City, State

 

Average

Monthly

Revenue

/ Unit(1)

 

 

# of

Units

 

 

Occupancy%(2)(3)

 

Wellington

 

February 23, 2018

 

1999

 

Millcreek, Utah

 

$

4,796

 

 

 

119

 

 

 

92.4

%

Cottonwood Creek

 

February 23, 2018

 

1982

 

Millcreek, Utah

 

 

3,733

 

 

 

112

 

 

 

74.1

%

Charleston

 

February 23, 2018

 

2005

 

Cedar Hills, Utah

 

 

3,895

 

 

 

64

 

 

 

90.6

%

Courtyard

 

August 31, 2018

 

1992-2019

 

Portland, Oregon

 

 

4,445

 

 

 

309

 

 

 

80.7

%

Total

 

 

 

$

4,339

 

 

 

604

 

 

 

82.8

%

 

(1)

Calculated based on our revenue earned during the six months ended June 30, 2020 divided by average occupied units over the same period.

(2) 

Represents occupied units divided by total rentable units as of June 30, 2020.

(3) 

Beginning November 4, 2019, the total rentable units at our Courtyard Property includes the additional 23 units from the completed Memory Care Expansion.  

Critical Accounting Policies     

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

We believe that our critical accounting policies include the following: real estate purchase price allocations; the evaluation of whether any of our long-lived assets have been impaired; the determination of the useful lives of our long-lived assets; and the evaluation of the consolidation of our interests in joint ventures. The following discussion of these policies supplements, but does not supplant the description of our significant accounting policies, as contained in Note 2 of the Notes to the Consolidated Financial Statements contained elsewhere in this report, and is intended to present our analysis of the uncertainties involved in arriving upon and applying each policy.

36


 

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. Because we believe that substantially all of the leases in place at properties we will acquire will be at market rates, as the majority of the leases are one year or less, we do not expect to allocate any portion of the purchase prices to above or below market leases. Acquisitions of portfolios of properties are allocated to the individual properties based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates which take into account the relative size, age, and location of the individual property along with current and projected occupancy and rental rate levels or appraised values, if available.

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

Impairment of Long-Lived Assets

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

Estimated Useful Lives of Long-Lived Assets

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

Consolidation of Investments in Joint Ventures

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

REIT Qualification

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

37


 

Results of Operations

Overview

As of June 30, 2020, we have derived revenues principally from rents and related fees received from residents of our student housing and senior housing properties and to a lesser extent from other services provided at our senior housing properties. Our operating results depend significantly on our ability to retain our existing residents and lease our available units to new residents, while maintaining and, where possible, increasing rates. Additionally, our operating results depend on our residents making their required payments to us.

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

On June 28, 2017, we purchased the Fayetteville Property and commenced formal operations. On September 28, 2017, we purchased our second property, the Tallahassee Property. On February 23, 2018, we purchased our first three senior housing properties: the Wellington, Cottonwood Creek, and Charleston properties. On August 31, 2018, we purchased our fourth senior housing property, the Courtyard Property. Operating results in future periods will depend on the results of operations of these properties and additional student housing and senior housing properties that we may acquire.

Recent Market Conditions

On March 11, 2020, the World Health Organization declared COVID-19, a respiratory illness caused by the novel coronavirus, a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. The COVID-19 pandemic has caused state and local governments to institute quarantines, "shelter in place" rules and restrictions on travel, the types of business that may continue to operate, and the types of construction projects that may continue. We have implemented precautionary and protective measures intended to help ensure the well-being of our residents and staff at our student and senior housing properties.

At our student housing properties, all community events and in-person property tours have been limited to appointment only.  Additionally, the universities themselves cancelled in-person classes and commenced online classes to support social distancing for the remainder of the 2019 – 2020 academic year. This resulted in a portion of our residents returning home to continue their online learning. Additionally, a portion of our residents and their guarantors were affected by the economic impact of the pandemic, resulting in a reduction of rent collections.  We have recognized a reduction of leasing and related revenues of approximately $0.1 million in the six months ended June 30, 2020 for rent payments we have deemed not probable of being collected. Currently, the universities served by our student housing properties have announced their respective fall openings; however, if the universities extend online-only classes to the fall 2020 semester, we anticipate the occupancy and leasing and related revenue of our student housing properties will continue to be materially and adversely affected.  

At our senior housing properties, we have limited visitors to our properties to essential visitors, which includes employees, care providers and medical personnel. Also, in-person prospective resident property tours have also been suspended. The protective measures implemented at our properties and the local government “stay at home” mandates have limited our ability to accept new residents and have influenced care givers and prospective residents to delay move-ins to our properties when there is not a medical necessity. As a result, we have experienced a decline in occupancy at our senior housing properties of approximately 2% - 6% per property from March 31, 2020 to June 30, 2020 and lower leasing and related revenue as a result. Additionally, we have incurred incremental, COVID-19 related expenses of approximately $0.6 million in the six months ended June 30, 2020, which includes enhanced sanitization expenses, acquisition of personal protective equipment, and hero pay (additional labor costs for certain employees).

We expect the COVID-19 pandemic will continue to adversely affect our financial condition and results of operations in the third and fourth quarters of 2020, including but not limited to, our occupancy, leasing and related revenues, and additional expenses, as described above. The full magnitude of the pandemic and its ultimate effect on our results of operations, cash flows, financial condition, and liquidity for the year ending December 31, 2020 will depend on future developments which are highly uncertain and cannot be predicted at this time.

38


 

Comparison of Operating Results for the Three Months Ended June 30, 2020 and 2019

Leasing and Related Revenues - Student

Leasing and related revenues - student for the three months ended June 30, 2020 were approximately $1.7 million, as compared approximately $2.0 million for the three months ended June 30, 2019, a decrease of approximately $0.3 million. The decrease is primarily attributable to a decrease in rental rates at our properties, as well as bad debt write-offs as a result of the COVID-19 pandemic. We expect leasing and related revenues – student to fluctuate in future periods commensurate with our leasing activity. However, if the universities served by our student housing properties extend online-only classes to the fall 2020 semester, we anticipate the occupancy and leasing and related revenue of these properties will continue to be materially and adversely affected.

Leasing and Related Revenues - Senior

Leasing and related revenues - senior for the three months ended June 30, 2020 were approximately $6.7 million, as compared to $6.4 million for the three months ended June 30, 2019, an increase of approximately $0.3 million. The increase is primarily attributable to an increase in occupancy, including the Memory Care Expansion, and rental rates at our properties. We expect leasing and related revenues – senior to fluctuate in future periods commensurate with our leasing activity. However, if the COVID-19 related governmental orders continue to remain in place, influencing care givers and prospective residents to elect to delay move-ins to our properties, we anticipate the occupancy and leasing and related revenue of our senior housing properties will be materially and adversely affected.

Property Operating Expenses - Student

Property operating expenses - student were approximately $0.9 million for the three months ended June 30, 2020 and 2019. Such expenses include the cost to operate our student housing properties including payroll, utilities, insurance, real estate taxes, repairs and maintenance, marketing, and third-party property management fees.

Property Operating Expenses - Senior

Property operating expenses - senior for the three months ended June 30, 2020 were approximately $4.7 million, as compared to $4.1 million for the three months ended June 30, 2019, an increase of approximately $0.6 million. Such property operating expenses include the cost to operate our senior housing properties including payroll, food service costs, utilities, insurance, real estate taxes, repairs and maintenance, marketing, and third-party property management fees. The increase is primarily attributable to approximately $0.5 million of additional expenses incurred in response to the COVID-19 pandemic, which includes enhanced sanitization expenses, acquisition of personal protective equipment, and hero pay (additional labor costs for certain employees). We expect to continue to incur additional expenses in response to the COVID-19 pandemic for the remainder of 2020.

Property Operating Expenses - Affiliates

Property operating expenses - affiliates were approximately $0.7 million for the three months ended June 30, 2020 and 2019. Property operating expenses - affiliates consists of asset management and property management oversight fees due to our Advisor.

General and Administrative Expenses

General and administrative expenses for the three months ended June 30, 2020 were approximately $0.4 million, as compared to approximately $0.6 million for the three months ended June 30, 2019, a decrease of approximately $0.2 million. General and administrative expenses consist primarily of legal expenses, directors’ and officers’ insurance expense, transfer agent expenses, an allocation of a portion of payroll related costs attributable to our Advisor and its affiliates, and accounting expenses. The decrease was primarily due to a lower allocation of payroll from our Sponsor. We expect general and administrative expenses to fluctuate in future periods commensurate with our operational activity.

39


 

Depreciation and Intangible Amortization Expenses

Depreciation and intangible amortization expenses for the three months ended June 30, 2020 were approximately $3.1 million, as compared to depreciation and intangible amortization expenses for the three months ended June 30, 2019 of approximately of $3.8 million, a decrease of approximately $0.7 million. Depreciation expense consists primarily of depreciation on the buildings, site improvements, and furniture, fixtures and equipment at our properties. Intangible amortization expense consists of the amortization of intangible assets, which is comprised of in-place lease assets resulting from our property acquisitions. The decrease is primarily attributable to intangible amortization related to our senior housing properties acquired in February 2018, which were fully amortized in 2019.

Interest Expense

Interest expense for the three months ended June 30, 2020 was approximately $2.4 million, as compared to approximately $2.5 million for the three months ended June 30, 2019, a decrease of approximately $0.1 million. Interest expense relates to debt financings used to acquire our two student housing properties and four senior housing properties. The decrease was primarily due to a lower effective interest rate on our variable rate debt. We expect interest expense to fluctuate in future periods commensurate with our future debt level.

Interest Expense - Debt Issuance Costs

Interest expense - debt issuance costs for each of the three months ended June 30, 2020 was approximately $0.1 million, as compared to interest expense - debt issuance costs for the three months ended June 30, 2019 of approximately $0.2 million, a decrease of approximately $0.1 million. Interest expense - debt issuance costs reflects the amortization of costs incurred in connection with obtaining debt related to the acquisition of our properties. We expect interest expense - debt issuance costs to fluctuate commensurate with our future financing activity.

Comparison of Operating Results for the Six Months Ended June 30, 2020 and 2019

Leasing and Related Revenues - Student

Leasing and related revenues - student for the six months ended June 30, 2020 were approximately $3.6 million, as compared approximately $4.1 million for the six months ended June 30, 2019, a decrease of approximately $0.5 million. The decrease is primarily attributable to a decrease in rental rates at our properties, as well as bad debt write-offs as a result of the COVID-19 pandemic. We expect leasing and related revenues – student to fluctuate in future periods commensurate with our leasing activity. However, if the universities served by our student housing properties extend online-only classes to the fall 2020 semester, we anticipate the occupancy and leasing and related revenue of these properties will continue to be materially and adversely affected.

Leasing and Related Revenues - Senior

Leasing and related revenues - senior for the six months ended June 30, 2020 were approximately $13.6 million, as compared to $12.8 million for the six months ended June 30, 2019, an increase of approximately $0.8 million. The increase is primarily attributable to an increase in occupancy, including the Memory Care Expansion, and rental rates at our properties.  We expect leasing and related revenues – senior to fluctuate in future periods commensurate with our leasing activity. However, if the COVID-19 related governmental orders continue to remain in place, influencing care givers and prospective residents to elect to delay move-ins to our properties, we anticipate the occupancy and leasing and related revenue of our senior housing properties will be materially and adversely affected.

Property Operating Expenses - Student

Property operating expenses - student were approximately $1.9 million for the six months ended June 30, 2020 and 2019. Such expenses include the cost to operate our student housing properties including payroll, utilities, insurance, real estate taxes, repairs and maintenance, marketing, and third-party property management fees.

40


 

Property Operating Expenses - Senior

Property operating expenses - senior for the six months ended June 30, 2020 were approximately $9.3 million, as compared to $8.1 million for the six months ended June 30, 2019, an increase of approximately $1.2 million. Such property operating expenses include the cost to operate our senior housing properties including payroll, food service costs, utilities, insurance, real estate taxes, repairs and maintenance, marketing, and third-party property management fees. The increase is primarily attributable to an increase in occupancy at our properties, as well as approximately $0.6 million of additional expenses incurred in response to the COVID-19 pandemic, which includes enhanced sanitization expenses, acquisition of personal protective equipment, and hero pay (additional labor costs for certain employees). We expect to continue to incur additional expenses in response to the COVID-19 pandemic for the remainder of 2020.

Property Operating Expenses - Affiliates

Property operating expenses - affiliates were approximately $1.4 million for the six months ended June 30, 2020 and 2019. Property operating expenses - affiliates consists of asset management and property management oversight fees due to our Advisor.

General and Administrative Expenses

General and administrative expenses for the six months ended June 30, 2020 were approximately $0.8 million, as compared to approximately $1.2 million for the six months ended June 30, 2019, a decrease of approximately $0.4 million. General and administrative expenses consist primarily of legal expenses, directors’ and officers’ insurance expense, transfer agent expenses, an allocation of a portion of payroll related costs attributable to our Advisor and its affiliates, and accounting expenses. The decrease was primarily due to a lower allocation of payroll from our Sponsor. We expect general and administrative expenses to fluctuate in future periods commensurate with our operational activity.

Depreciation and Intangible Amortization Expenses

Depreciation and intangible amortization expenses for the six months ended June 30, 2020 were approximately $6.2 million, as compared to depreciation and intangible amortization expenses for the six months ended June 30, 2019 of approximately of $7.6 million, a decrease of approximately $1.4 million. Depreciation expense consists primarily of depreciation on the buildings, site improvements, and furniture, fixtures and equipment at our properties. Intangible amortization expense consists of the amortization of intangible assets, which is comprised of in-place lease assets resulting from our property acquisitions. The decrease is primarily attributable to intangible amortization related to our senior housing properties acquired in February 2018, which were fully amortized in 2019.

Interest Expense

Interest expense for the six months ended June 30, 2020 was approximately $5.0 million, as compared to approximately $5.1 million for the six months ended June 30, 2019, a decrease of approximately $0.1 million. Interest expense relates to debt financings used to acquire our two student housing properties and four senior housing properties. The decrease was primarily due to a lower effective interest rate on our variable rate debt. We expect interest expense to fluctuate in future periods commensurate with our future debt level.

Interest Expense - Debt Issuance Costs

Interest expense - debt issuance costs for each of the six months ended June 30, 2020 was approximately $0.3 million, as compared to interest expense - debt issuance costs for the six months ended June 30, 2019 of approximately $0.4 million, a decrease of approximately $0.1 million. Interest expense - debt issuance costs reflects the amortization of costs incurred in connection with obtaining debt related to the acquisition of our properties. We expect interest expense - debt issuance costs to fluctuate commensurate with our future financing activity.

41


 

Liquidity and Capital Resources

Cash Flows

Below is information regarding our cash flows for operating, investing and financing activities for the six months ended June 30, 2020 and 2019, is as follows:

 

 

Six Months Ended

 

 

 

 

 

 

 

June 30, 2020

 

 

June 30, 2019

 

 

Change

 

Net cash flow provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

$

507,444

 

 

$

1,791,956

 

 

$

(1,284,512

)

Investing activities

 

 

(570,013

)

 

 

(5,444,242

)

 

 

4,874,229

 

Financing activities

 

 

1,437,066

 

 

 

3,539,490

 

 

 

(2,102,424

)

 

Cash flows provided by operating activities for the six months ended June 30, 2020 and 2019 were approximately $0.5 million and $1.8 million, respectively, a change of approximately $1.3 million. The decrease in cash provided by operating activities was primarily the result of reduction in working capital of approximately $0.8 million and our additional net loss, excluding depreciation and amortization of approximately $0.4 million during the six months ended June 30, 2020.

Cash flows used in investing activities for the six months ended June 30, 2020 and 2019 were approximately $0.6 million and $5.4 million, respectively, a change of approximately $4.9 million. The decrease in cash used in investing activities is primarily the result of a decrease in cash used for the additions to real estate.

Cash flows provided by financing activities for the six months ended June 30, 2020 and 2019 were approximately $1.4 million and $3.5 million, respectively, a change of approximately $2.1 million. The decrease in cash provided by financing activities is primarily the result of a decrease in net debt inflows of approximately $3.9 million, offset by decreased cash distributions of approximately $1.0 million and an increase in net proceeds related to the issuance of common stock of approximately $0.7 million.

Short-Term Liquidity and Capital Resources

Currently, we generally expect that we will meet our short-term operating liquidity requirements from the combination of our cash on hand, proceeds from net cash provided by property operations, proceeds from secured or unsecured financing from banks or other lenders, including PPP Loans, forbearance on certain of our mortgage loans, issuance of preferred units in our Operating Partnership, and advances from our Advisor, which will be repaid, without interest, as funds are available after meeting our current liquidity requirements, subject to the limitations on reimbursement set forth in our Advisory Agreement.

In May 2020, we, through wholly-owned subsidiaries our Operating Partnership, entered four PPP Loans for payroll and related costs at each of our senior housing properties for a total of $1.95 million in the aggregate. 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 we will obtain forgiveness under any of the PPP Loans in whole or in part.

We believe we have access to adequate resources to meet the needs of our existing operations, mandatory capital expenditures, and working capital, to the extent not funded by cash provided by operating activities. However, we expect the COVID-19 pandemic to adversely impact our future operating cash flows due to reductions of our occupancy and leasing and related revenues, ability to collect rent, and additional expenditures to protect our residents and staff at our properties.

The KeyBank Bridge Loans have a maturity date of April 30, 2021. 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.  See additional discussion regarding the KeyBank Bridge Loans in the Indebtedness section, below.

Distribution Policy

In order to retain cash and preserve financial flexibility in light of the impact that COVID-19 could have on our business and the uncertainty as to the ultimate severity, duration, and effects of the outbreak, on March 30, 2020, our board of directors approved the suspension of all distributions to our stockholders.

42


 

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

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

 

our operating and interest expenses;

 

the amount of distributions or dividends received by us from our indirect real estate investments;

 

our ability to keep our properties occupied;

 

our ability to maintain or increase rental rates;

 

the performance of any lease-up, development and redevelopment properties we may acquire;

 

any significant delays in construction for development or redevelopment properties we may acquire;

 

construction defects or capital improvements; and

 

capital expenditures and reserves for such expenditures.

The following shows our distributions and the sources of such distributions for six months ended June 30, 2020 and 2019.

 

 

 

Six Months Ended

 

 

 

June 30, 2020

 

 

 

 

June 30, 2019

 

 

 

 

Distributions paid in cash — common

   stockholders

 

$

1,316,243

 

 

 

 

$

2,350,716

 

 

 

 

Distributions paid in cash — Operating

   Partnership unitholders

 

 

3,950

 

 

 

 

 

7,854

 

 

 

 

Distributions reinvested

 

 

626,649

 

 

 

 

 

1,153,657

 

 

 

 

Total distributions

 

$

1,946,842

 

 

 

 

$

3,512,227

 

 

 

 

Source of distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows provided by operations

 

$

507,444

 

 

26.1

%

$

1,791,956

 

 

51.0

%

Proceeds from our offerings

 

 

812,749

 

 

41.7

%

 

566,614

 

 

16.1

%

Offering proceeds from distribution

   reinvestment plan

 

 

626,649

 

 

32.2

%

 

1,153,657

 

 

32.8

%

Total sources

 

$

1,946,842

 

 

100.0

%

$

3,512,227

 

 

100.0

%

43


 

 

We did not commence paying distributions until September 2017. From our inception through June 30, 2020, we paid cumulative distributions of approximately $16.8 million including approximately $0.2 million related to our preferred unitholders, as compared to cumulative net loss attributable to our common stockholders of approximately $50.2 million which includes acquisition related expenses of approximately $3.4 million and non-cash depreciation and amortization of approximately $39.3 million.

For the six months ended June 30, 2020, we paid total distributions of approximately $1.9 million, as compared to net loss attributable to our common stockholders of approximately $8.3 million. Net loss attributable to our common stockholders for the six months ended June 30, 2020 includes non-cash depreciation and amortization of approximately $6.2 million.

We must distribute to our stockholders at least 90% of our taxable income each year in order to meet the requirements for being treated as a REIT under the Code. Our directors may authorize distributions in excess of this percentage as they deem appropriate. Because we may receive income from interest or rents at various times during our fiscal year, distributions may not reflect our income earned in that particular distribution period, but may be made in anticipation of cash flow that we expect to receive during a later period and may be made in advance of actual receipt of funds in an attempt to make distributions relatively uniform. To allow for such differences in timing between the receipt of income and the payment of expenses, and the effect of required debt payments, among other things, we could be required to borrow funds from third parties on a short-term basis, issue new securities, or sell assets to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT. We are not prohibited from undertaking such activities by our charter, bylaws or investment policies, and we may use an unlimited amount from any source to pay our distributions. These methods of obtaining funding could affect future distributions by increasing operating costs and decreasing available cash, which could reduce the value of our stockholders’ investment in our shares. In addition, such distributions may constitute a return of investors’ capital. In the future, we may decide to make stock distributions or to make distributions using a combination of stock and cash in order to meet the REIT distribution requirements under the Code or otherwise.

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

44


 

Indebtedness

As of June 30, 2020, our total indebtedness was approximately $209.9 million, which included approximately $162.9 million in fixed rate debt, $1.95 million of PPP Loans and $45.0 million in variable rate debt (the KeyBank Bridge Loans). See Note 4 of the Notes to the Consolidated Financial Statements for more information about our indebtedness.

In May 2020, we, through wholly-owned subsidiaries of our Operating Partnership, entered into four PPP Loans for payroll and related costs at each of our senior housing properties for a total of $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 with no interest payments are due for the first six months of the term of each loan. 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 we will obtain forgiveness under any of the PPP Loans in whole or in part.

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 the Forbearance Agreement with the Servicers of 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, 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.

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 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. See Note 4 of the Notes to the Consolidated Financial Statements for more information about the required payments.

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

Long-Term Liquidity and Capital Resources

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

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

Contractual Obligations

The following table summarizes our contractual obligations as of June 30, 2020:

 

 

 

Payments due by period:

 

 

 

Total

 

 

Less than 1

year

 

 

1-3 years

 

 

3-5 years

 

 

More than 5

years

 

Debt interest(1)

 

$

52,565,191

 

 

$

4,857,910

 

 

$

15,904,952

 

 

$

14,281,533

 

 

$

17,520,796

 

Debt principal(1)

 

 

209,892,708

 

 

 

403,710

 

 

 

48,602,357

 

 

 

56,432,299

 

 

 

104,454,342

 

Total contractual obligations

 

$

262,457,899

 

 

$

5,261,620

 

 

$

64,507,309

 

 

$

70,713,832

 

 

$

121,975,138

 

45


 

 

(1) 

The required principal payments and the related interest on KeyBank Bridge Loans have been reflected in the above table, assuming that the outstanding principal is paid off at the maturity of the loan.

Off-Balance Sheet Arrangements

Our investments in private placement offerings by Reno Student Housing, DST and Power 5 Conference Student Housing I, DST are accounted for under the equity method of accounting. For more information please see Note 7 of the Notes to the Consolidated Financial Statements contained in this report. Other than that, we do not have any relationships with unconsolidated entities or financial partnerships. Such entities are often referred to as structured finance or special purposes entities, which typically are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities nor do we have any commitments or intent to provide funding to any such entities.

Subsequent Events

Please see Note 9 of the Notes to the Consolidated Financial Statements contained in this report.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

As of June 30, 2020, our debt consisted of approximately $209.9 million, which included approximately $164.9 million in fixed rate debt and $45.0 million in variable rate debt. Our debt instruments were entered into for other than trading purposes. Changes in interest rates have different impacts on fixed and variable debt. A change in interest rates on fixed rate debt impacts its fair value but has no impact on interest incurred or cash flows. A change in interest rates on the variable debt could impact the interest incurred and cash flows and its fair value. If the underlying rate of the related index on our variable rate debt were to increase or decrease by 100 basis points, the increase or decrease in interest would increase or decrease future earnings and cash flows by approximately $0.4 million annually.

The following table summarizes annual debt maturities and average interest rates on our outstanding debt as of June 30, 2020:

 

 

 

Year Ending December 31,

 

 

 

2020

 

 

2021

 

 

2022

 

 

2023

 

 

2024

 

 

Thereafter

 

 

Total

 

Fixed rate debt

 

$

403,710

 

 

$

1,666,074

 

 

$

1,919,733

 

 

$

1,680,592

 

 

$

54,751,707

 

 

$

104,454,342

 

 

$

164,876,158

 

Average interest

   rate

 

 

4.64

%

 

 

4.64

%

 

 

4.65

%

 

 

4.64

%

 

 

4.74

%

 

 

4.94

%

 

 

4.61

%

Variable rate

   debt

 

 

 

 

$

45,016,550

 

(2)

 

 

 

 

 

 

 

 

 

 

 

 

$

45,016,550

 

Average interest

   rate(1)

 

 

 

 

 

4.19

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.19

%

 

(1)

The average interest rate was calculated based on the rate in effect on June 30, 2020.

46


 

(2)

Such amount is outstanding under the KeyBank Bridge Loans. The required principal payments on these loans have been reflected in the above table, assuming that the outstanding principal is paid off at the maturity of the loan. See Note 4 of the Notes to the Consolidated Financial Statements for additional detail.

ITEM 4.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

47


 

PART II. OTHER INFORMATION

ITEM 1.

None.

ITEM 1A.

RISK FACTORS

The following should be read in conjunction with the risk factors set forth in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2019.

We have incurred a net loss to date, have an accumulated deficit and our operations may not be profitable in 2020.

We incurred a net loss attributable to common stockholders of approximately $8.3 million for the six months ended June 30, 2020. Our accumulated deficit was approximately $50.2 million as of June 30, 2020. Given that we have suspended our primary offering, our operations may not be profitable in 2020.

Our board of directors recently suspended our share redemption program, and even if stockholders are able to have their shares redeemed, our stockholders may not be able to recover the amount of their investment in our shares.

In March 2020, our board of directors determined to suspend our share redemption program with respect to our common stockholders, effective as of May 3, 2020.

If our share redemption program is reinstated or our stockholders are otherwise able to have their shares redeemed, stockholders should be fully aware that our share redemption program contains significant restrictions and limitations. Further, our board of directors may limit, suspend, terminate or amend any provision of the share redemption program upon 30 days’ notice. Redemptions of shares, when requested, will generally be made quarterly to the extent we have sufficient funds available to us to fund such redemptions. During any calendar year, we will not redeem in excess of 5% of the weighted average number of shares outstanding during the prior calendar year and redemptions will be funded solely from proceeds from our distribution reinvestment plan. We are not obligated to redeem shares under our share redemption program. Therefore, in making a decision to purchase our shares, our stockholders should not assume that they will be able to sell any of their shares back to us pursuant to our share redemption program at any time or at all.

Until we establish a net asset value per share, the purchase price for shares purchased under our share redemption program will depend on the class of shares purchased and whether such shares were purchased in our private offering or in our public offering, among other factors, and under most circumstances will be less than the amount paid for such shares. Accordingly, our stockholders may receive less by selling their shares back to us than our stockholders would receive if our investments were sold for their estimated values and such proceeds were distributed in our liquidation

We have paid, and may continue to pay, distributions from sources other than cash flow from operations, which may include borrowings or the net proceeds of our offerings (which may constitute a return of capital); therefore, we will have fewer funds available for the acquisition of properties, and our stockholders ’ overall return may be reduced. Therefore, it is likely that some or all of the distributions that we make will represent a return of capital to our stockholders, at least in the first few years of operation.

In the event we resume distributions, but do not have enough cash from operations to fund such distributions, we may borrow, issue additional securities, or sell assets in order to fund the distributions or make the distributions out of net proceeds from our Offerings (which may constitute a return of capital). Therefore, it is likely that some or all of the distributions that we make will represent a return of capital to our stockholders, at least in the first few years of operation. For the year ended December 31, 2017, we funded 73.8% of our distributions using proceeds from our Primary Private Offering and 26.2% using proceeds from our distribution reinvestment plan. For the year ended December 31, 2018, we funded 12.9% of our distributions using cash flows from operations, 50.6% using proceeds from the Primary Private Offering and Primary Offering and 36.5% using proceeds from our distribution reinvestment plan. For the year ended December 31, 2019, we funded 23.4% of our distributions using cash flows from operations, 43.9% using proceeds from the Primary Offering and 32.7% using proceeds from our distribution reinvestment plan. For the six months ended June 30, 2020, we funded 23.1% of our distributions using cash flows from operations, 44.7% of our distributions using proceeds from the Primary Offering and 32.2% using proceeds from our distribution reinvestment plan. We are not prohibited from undertaking such activities by our charter, bylaws, or investment policies, and we may use an unlimited amount from any source to pay our distributions. Payment of distributions in excess of earnings may have a dilutive effect on the value of our shares. If we pay distributions from sources other than cash flow from operations, we will have fewer funds available for acquiring properties, which may reduce our stockholders’ overall returns. Additionally, to the extent distributions exceed cash flow from operations, a stockholder’s basis in our stock may be reduced and, to the extent distributions exceed a stockholder’s basis, the stockholder may recognize a capital gain.

48


 

We have substantial indebtedness. If we are unable to repay, refinance or extend maturing loans, or if we breach a covenant and do not get a waiver from the applicable lenders, the lenders may declare events of default and seek to foreclose on the underlying collateral. There is no assurance that we will be able to satisfy, extend or refinance the maturing loans or be granted covenant relief from our lenders, and even if we do, we may still be adversely affected.

As of June 30, 2020, our total indebtedness was approximately $209.9 million, which included approximately $162.9 million in fixed rate debt, $1.95 million of PPP Loans and $45.0 million in variable rate debt (such variable rate debt referred to as the “KeyBank Bridge Loans”). 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 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 the KeyBank Bridge Loans 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 necessary, we will request that our lender grant covenant relief, as well as extend the maturity date of the loans. There is no assurance that we will obtain such further relief, and even if we do, we may incur increased costs and increased interest rates and we may agree to additional restrictive covenants and other lender protections related to the loans. If we are unable to repay, refinance or extend maturing mortgage loans, or if we breach a covenant and do not get a waiver from the applicable lenders, the lenders may declare events of default and will have the right to sell or dispose of the collateral and/or enforce and collect the collateral securing the loans. If an event of default were to occur, we may need to continue seeking to raise capital through asset sales or strategic financing transactions, potentially on unfavorable terms, but there is no assurance as to the certainty or timing of any such transactions. Any such consequences could negatively affect our results of operations, financial condition, cash flows, and asset valuations.

We face risks related to an epidemic, pandemic or other health crisis, such as the recent outbreak of the novel coronavirus (COVID-19), which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

We face risks related to an epidemic, pandemic or other health crisis.  In December 2019, COVID-19 emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to many other countries and infections have been reported globally, including in the United States and in some of the markets in which we operate.  Our rental revenue and operating results depend significantly on the occupancy levels at our properties. As of the date of this report, we have seen decreased occupancy and increased expenses at our senior housing properties, and an increase in bad debt expense at our student housing properties, as a result of the COVID-19 pandemic.  While we have not seen a corresponding decrease in occupancy at our student housing properties as of the date of this report, if the COVID-19 pandemic causes the universities served by our student housing properties to elect to forego on-campus instruction in fall 2020 or beyond, we expect that occupancy at these properties will suffer.  If there is an outbreak of any health crisis, including COVID-19, that directly impacts one of our properties, our business, financial condition, liquidity, results of operations and prospects could be adversely impacted. Additionally, we typically conduct aspects of our leasing activity at our properties. As a result of the COVID-19 pandemic, we have limited access to our properties, including restricting in-person tours for prospective residents.  Such restrictions could reduce rental revenue and ancillary operating revenue produced by our properties.  Concerns relating to such an outbreak could also cause on-site personnel not to report for work at our properties, which could adversely affect our operators’ ability to adequately manage our properties.  The ultimate extent of the impact of the COVID-19 outbreak on our business, financial condition, liquidity, results of operations and prospects will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the COVID-19 outbreak and the actions to contain or treat its impact, among others.

Widespread communicable illnesses, such as influenza, or other such epidemics, such as the recent COVID-19 outbreak, could adversely affect the occupancy of our student housing and senior housing properties and could increase the costs of operation of such facilities.

Our revenues are dependent on occupancy. It is impossible to predict the impact or occurrence of an outbreak of a widespread communicable illness, such as influenza or COVID-19, or other such epidemic. The occupancy of our student housing and senior housing properties could significantly decrease in the event of such an outbreak or epidemic. Such a decrease could affect the operating income of our student housing and senior housing properties. As of the date of this report, we have seen decreased occupancy at our senior housing properties as a result of the COVID-19 pandemic.  While we have not seen a corresponding decrease in occupancy at our student housing properties as of the date of this report, if the COVID-19 pandemic causes the universities served by our student housing properties to elect to forego on-campus instruction in fall 2020 or beyond, we expect that occupancy at these properties will suffer.  In addition, we may be required, or we may otherwise

49


 

determine that it would be prudent, to quarantine some or all of a property at which there is an outbreak of a widespread communicable illness or other such epidemic and prohibit the admittance of new residents for the duration of the quarantine, which could significantly increase the cost burdens of operating our properties and restrict our ability to generate new streams of income.  If such an outbreak were to occur, or such an outbreak was perceived to have occurred, at our properties, our reputation may be negatively affected, leading to potential residents seeking alternative housing providers, further restricting our ability to generate new streams of income. Should any of the foregoing come to pass, our financial results could be materially adversely affected.

Demand for our student housing properties will be influenced by the continued operations of the college campuses in close proximity to our properties, and changes in such operations could negatively impact our revenues and results of operations.

 

Demand for our student housing properties is closely correlated to enrollment at the colleges and universities served by our properties. If such colleges and universities were to substantially decrease enrollment or cease operations, leasing demand could be negatively affected. Enrollment at these institutions is subject to many factors outside of our control, including the reputation and ranking of the institution, and also broader economic factors. For example, the ongoing COVID-19 outbreak has caused many colleges and universities to move all classes to online or distance learning, which could make proximity to campus less of a concern for students.  The colleges and universities our properties serve canceled in-person classes for the remainder of the 2019/2020 academic year and many students elected to return to their permanent residences for the remainder of the spring term and in some cases for the summer term. Also, many governmental entities have imposed a wide range of restrictions on physical movement to limit the spread of COVID-19. While our properties remain open, as a result of these actions, we have experienced significant decreases in students physically occupying their units at many of our properties. In addition, we have closed our on-site offices to walk-in traffic and limited property tours to virtual experiences and by appointment only. Should the colleges and universities that our student housing properties serve fail to resume in-person classes for the upcoming 2020/2021 academic year, we would experience further adverse effects which could negatively impact our revenues and results of operations from our student housing properties.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)

None.

(b)

On May 1, 2018, our Public Offering (SEC File No. 333-220646) of up to $1.0 billion in shares of our common stock in our primary offering, was declared effective by the SEC, and consisted of three classes of shares: Class A shares, Class T shares, and Class W shares and up to $95 million in shares pursuant to our distribution reinvestment plan. On June 21, 2019, we suspended the sale of Class A shares, Class T shares, and Class W shares. On July 10, 2019, the amendment to our Registration Statement was declared effective by the SEC and we are now 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 are offering 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. 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. With the net offering proceeds, Preferred Units and indebtedness, we acquired two student housing properties for approximately $104.5 million, four senior housing properties for approximately $173.1 million, an approximately 2.6% beneficial interest in Reno Student Housing for approximately $1.03 million, an approximately 1.4% beneficial interest in Power 5 Conference Student Housing for approximately $0.8 million, and made the other payments reflected under “Cash Flows from Financing Activities” in our consolidated statements of cash flows included in this report. In conjunction with the Public Offering, we have incurred approximately $1.5 million in sales commissions and dealer manager fees (of which approximately $0.2 million was re-allowed to third party broker-dealers), and approximately $2.6 million in organization and offering costs.

 

50


 

(c)

Our share redemption program enables our stockholders to have their shares redeemed by us, subject to the significant conditions and limitations described in our Registration Statement on Form S-11 (SEC Registration No. 333-220646). For the quarter ended March 31, 2020, we received redemption requests for approximately $210,000 (approximately 25,700 shares), which we were not able to honor. Also, 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. 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. During the three months ended June 30, 2020, we redeemed shares as follows:

For the Month Ended

 

Total

Number of

Shares

Redeemed

 

Average Price

Paid per Share

 

Total Number of

Shares Redeemed as

Part of Publicly

Announced Plans

or Programs

 

Maximum Number

(or Approximate Dollar Value) of Shares

(or Units) That May

Yet to be Purchased

Under the Plans

or Programs

 

April 30, 2020

 

 

 

 

 

584,058

 

May 31, 2020

 

 

 

 

 

584,058

 

June 30, 2020

 

 

 

 

 

584,058

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

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

51


 

EXHIBIT INDEX

The following exhibits are included in this report on Form 10-Q for the period ended June 30, 2020 (and are numbered in accordance with Item 601 of Regulation S-K).

 

Exhibit

No. 

Description 

 

 

3.1

Amended and Restated Bylaws of Strategic Student & Senior Housing Trust, Inc., incorporated by reference to Exhibit 3.3 to Pre-Effective Amendment No. 3 to the Company’s Registration Statement on Form S-11, filed on April 26, 2018, Commission File No. 333-220646

 

 

3.2

Second Articles of Amendment and Restatement of Strategic Student & Senior Housing Trust, Inc., incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, filed on June 15, 2018, Commission File No. 333-220646

 

 

3.3

Articles of Amendment to Second Articles of Amendment and Restatement of Strategic Student & Senior Housing Trust, Inc., incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K, filed on June 15, 2018, Commission File No. 333-220646

 

 

3.4

Second Articles of Amendment to Second Articles of Amendment and Restatement of Strategic Student & Senior Housing Trust, Inc., incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, filed on June 14, 2019, Commission File No. 333-220646

 

 

3.5

Articles Supplementary to Second Articles of Amendment and Restatement of Strategic Student & Senior Housing Trust, Inc., incorporated by reference to Exhibit 3.1 to Post-Effective Amendment No. 4 to the Company’s Registration Statement on Form S-11, filed on July 10, 2019, Commission File No. 333-220646

 

 

4.1

Form of Subscription Agreement and Subscription Agreement Signature Page (included as Appendix A to prospectus), incorporated by reference to the Company’s prospectus dated July 10, 2019, Commission File No. 333-220646

 

 

31.1*

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

 

 

31.2*

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

 

 

32.1*

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

 

 

32.2*

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

 

 

101*

The following Strategic Student & Senior Housing Trust, Inc. financial information for the Three and Six Months Ended June 30, 2020, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

 

 

104*

The cover page from the Strategic Student & Senior Housing Trust, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, has been formatted in Inline XBRL.

 

*

Filed herewith.

 

52


 

SIGNATURES

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

 

 

 

STRATEGIC STUDENT & SENIOR

HOUSING TRUST, INC.

 

 

(Registrant)

 

 

 

 

Dated: August 12, 2020

 

By:

/s/ Michael A. Crear

 

 

 

Michael A. Crear

 

 

 

Chief Financial Officer and Treasurer

 

 

 

(Principal Financial and Accounting Officer)

 

 

53