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Strategic Student & Senior Housing Trust Inc.

11/08/2024 | Press release | Distributed by Public on 11/08/2024 14:53

Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

10-Q

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 September 30, 2024

☐ 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.)

19900 MacArthur Blvd, Suite 250

Irvine, California 92612

(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 November 8, 2024, there were approximately 11.6million outstanding shares of Class A common stock, approximately 0.1million outstanding shares of Class T common stock, approximately 0.1million outstanding shares of Class W common stock, approximately 1.1million outstanding shares of Class Y common stock, and approximately 0.2million 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 September 30, 2024 (unaudited) and December 31, 2023	5

	Consolidated Statements of Operations for the Three and Nine months Ended September 30, 2024 and 2023 (unaudited)	6

	Consolidated Statements of Equity and Temporary Equity for the Three Months Ended March 31, 2023, June 30, 2023, and September 30, 2023 (unaudited)	7

	Consolidated Statements of Deficit and Temporary Equity for the Three Months Ended March 31, 2024, June 30, 2024, and September 30, 2024 (unaudited)	7
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (unaudited)	8

	Notes to Consolidated Financial Statements (unaudited)	9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	35

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44

Item 4.	Controls and Procedures	44

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	45

Item 1A.	Risk Factors	45

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45

Item 3.	Defaults Upon Senior Securities	45

Item 4.	Mine Safety Disclosures	45

Item 5.	Other Information	45

Item 6.	Exhibits	45

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-Q of Strategic Student & Senior Housing Trust, Inc. (the "Company"), other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable. Such statements include, in particular, statements about our plans, strategies, and prospects and are subject to certain risks and uncertainties, including known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as "may," "will," "expect," "intend," "anticipate," "estimate," "believe," "seek," "continue," or other similar words. Any such forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate, and beliefs of, and assumptions made by, our management and involve uncertainties that could significantly affect our financial results. Such statements include, but are not limited to: (i) statements about our plans, strategies, initiatives, and prospects; (ii) potential future outbreaks of infectious diseases or other health concerns, which could adversely affect the Company's business and its tenants; and (iii) statements about our future results of operations, capital expenditures, and liquidity. Such statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those projected or anticipated, including, without limitation: changes in economic conditions generally and the real estate market specifically; legislative and regulatory changes, including changes to laws governing the taxation of real estate investment trusts, or REITs; our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due; our ability to maintain our qualification as a REIT for U.S. federal income tax purposes; our ability to retain our executives and key employees; and increased operating costs due to labor market challenges and macroeconomic factors such as inflation.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the U.S. Securities and Exchange Commission (the "SEC") and are not intended to be a guarantee of our performance in future periods. We cannot guarantee the accuracy of any such forward-looking statements contained in this 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.

For further information regarding risks and uncertainties associated with our business, and important factors that could cause our actual results to vary materially from those expressed or implied in such forward-looking statements, please refer to the factors listed and described under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the "Risk Factors" sections of the documents we file from time to time with the SEC, including, but not limited to, our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC, as supplemented by the risk factors included in Part II, Item 1A of this Form 10-Q.

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 (deficit) and temporary equity, and cash flows reflects all adjustments (consisting of normal and recurring adjustments) that are, in management's opinion, necessary for a fair and consistent presentation of the aforementioned consolidated financial statements.

The accompanying consolidated financial statements should be read in conjunction with the notes to our consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations included in this report on 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, 2023. Our results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the operating results expected for the full year.

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	September 30, 2024 (Unaudited)			December 31, 2023
ASSETS
Real estate facilities:
Land	$	12,005,000			$	12,005,000
Buildings		153,273,037				153,273,036
Site improvements		2,748,917				2,748,917
Furniture, fixtures and equipment		9,814,988				9,095,957
		177,841,942				177,122,910
Accumulated depreciation		(33,373,295	)			(29,412,671	)
		144,468,647				147,710,239
Construction in process		379,160				303,497
Real estate held for investment, net		144,847,807				148,013,736
Real estate held for sale, net		-				43,777,523
Total real estate facilities, net		144,847,807				191,791,259
Cash and cash equivalents		13,842,913				5,591,709
Restricted cash		2,745,911				2,696,750
Other assets:
Other assets, net		1,729,012				1,136,488
Other assets related to real estate held for sale, net		-				132,550
Total other assets, net		1,729,012				1,269,038
Total assets	$	163,165,643			$	201,348,756
LIABILITIES, TEMPORARY EQUITY, AND EQUITY (DEFICIT)
Debt:
Debt, net	$	104,528,906			$	131,391,624
Debt related to real estate held for sale, net		-				29,472,194
Total Debt, net		104,528,906				160,863,818
Accounts payable and accrued liabilities:
Accounts payable and accrued liabilities		2,948,660				2,712,269
Accounts payable and accrued liabilities related to real estate held for sale		-				971,797
Total accounts payable and accrued liabilities		2,948,660				3,684,066
Due to affiliates		13,955,752				15,663,315
Distributions payable		7,924,760				6,862,259
Total liabilities		129,358,078				187,073,458
Commitments and contingencies (Note 10)
Redeemable common stock		5,350,610				5,350,610
Preferred equity in our Operating Partnership		10,165,594				10,165,594
Equity (Deficit):
Strategic Student & Senior Housing Trust, Inc. Deficit:
Preferred stock, $0.001 par value; 200,000,000 shares authorized; none issued and outstanding at September 30, 2024 and December 31, 2023		-				-
Class A Common stock, $0.001 par value; 245,000,000 shares authorized; 11,635,430 and 11,632,930 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		11,634				11,632
Class T Common stock, $0.001 par value; 115,000,000 shares authorized; 77,598 shares issued and outstanding at September 30, 2024 and December 31, 2023		78				78
Class W Common stock, $0.001 par value; 70,000,000 shares authorized; 85,548 shares issued and outstanding at September 30, 2024 and December 31, 2023		87				87
Class Y Common stock, $0.001 par value; 200,000,000 shares authorized; 1,123,349 shares issued and outstanding at September 30, 2024 and December 31, 2023		1,122				1,122
Class Z Common stock, $0.001 par value; 70,000,000 shares authorized; 166,494 shares issued and outstanding at September 30, 2024 and December 31, 2023		167				167
Additional paid-in capital		97,740,790				97,729,191
Distributions		(17,722,288	)			(17,722,288	)
Accumulated deficit		(60,648,400	)			(80,129,935	)
Total Strategic Student & Senior Housing Trust, Inc. equity (deficit)		19,383,190				(109,946	)
Noncontrolling interests in our Operating Partnership		(1,091,829	)			(1,130,960	)
Total equity (deficit)		18,291,361				(1,240,906	)
Total liabilities, temporary equity, and equity (deficit)	$	163,165,643			$	201,348,756

See notes to consolidated financial statements.

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended September 30,	Nine Months Ended September 30,
	2024	2023	2024	2023
Revenues:
Leasing and related revenues - senior	$8,904,747	$8,345,959	$25,896,604	$24,284,920
Operating expenses:
Property operating expenses - senior	6,382,502	6,073,124	19,020,764	17,525,697
Property operating expenses - affiliates	507,039	499,165	1,509,358	1,485,960
General and administrative	433,022	545,394	1,579,009	1,796,031
Depreciation	1,346,149	1,423,387	4,003,198	4,268,170
Total operating expenses	8,668,712	8,541,070	26,112,329	25,075,858
Income (loss) from operations	236,035	(195,111)	(215,725)	(790,938)
Other income (expense):
Interest expense	(1,328,821)	(1,346,689)	(3,973,898)	(4,010,457)
Interest expense - debt issuance costs	(35,526)	(35,526)	(106,576)	(106,579)
Other	(2,424)	50,523	(73,693)	110,331
Net loss from continuing operations	(1,130,736)	(1,526,803)	(4,369,892)	(4,797,643)
Discontinued operations:
Net loss from discontinued operations	(378,291)	(957,375)	(2,348,183)	(2,615,117)
Loss on extinguishment of debt	(286,719)	-	(286,719)	-
Gain on sale of real estate, net	27,587,961	-	27,587,961	-
Net income (loss) from discontinued operations	26,922,951	(957,375)	24,953,059	(2,615,117)
Net income (loss)	25,792,215	(2,484,178)	20,583,167	(7,412,760)
Less: Distributions to preferred unitholders in our Operating Partnership	(362,077)	(340,683)	(1,062,501)	(995,217)
Net loss attributable to the noncontrolling interests in our Operating Partnership	(50,764)	5,582	(39,131)	16,633
Net income (loss) attributable to Strategic Student & Senior Housing Trust, Inc. common stockholders	$25,379,374	$(2,819,279)	$19,481,535	$(8,391,344)
Net loss per common share attributable to common shareholders - continuing operations:
Net loss per Class A share - basic and diluted	$(0.11)	$(0.14)	$(0.41)	$(0.44)
Net loss per Class T share - basic and diluted	$(0.11)	$(0.14)	$(0.41)	$(0.44)
Net loss per Class W share - basic and diluted	$(0.11)	$(0.14)	$(0.41)	$(0.44)
Net loss per Class Y share - basic and diluted	$(0.11)	$(0.14)	$(0.41)	$(0.44)
Net loss per Class Z share - basic and diluted	$(0.11)	$(0.14)	$(0.41)	$(0.44)
Net income (loss) per common share attributable to common shareholders - discontinued operations:
Net income (loss) per Class A share - basic and diluted	$2.05	$(0.08)	$1.90	$(0.20)
Net income (loss) per Class T share - basic and diluted	$2.05	$(0.08)	$1.90	$(0.20)
Net income (loss) per Class W share - basic and diluted	$2.05	$(0.08)	$1.90	$(0.20)
Net income (loss) per Class Y share - basic and diluted	$2.05	$(0.08)	$1.90	$(0.20)
Net income (loss) per Class Z share - basic and diluted	$2.05	$(0.08)	$1.90	$(0.20)
Net income (loss) per common share attributable to common shareholders - total:
Net income (loss) per Class A share - basic and diluted	$1.94	$(0.22)	$1.49	$(0.64)
Net income (loss) per Class T share - basic and diluted	$1.94	$(0.22)	$1.49	$(0.64)
Net income (loss) per Class W share - basic and diluted	$1.94	$(0.22)	$1.49	$(0.64)
Net income (loss) per Class Y share - basic and diluted	$1.94	$(0.22)	$1.49	$(0.64)
Net income (loss) per Class Z share - basic and diluted	$1.94	$(0.22)	$1.49	$(0.64)
Weighted average Class A shares outstanding - basic and diluted	11,629,180	11,626,680	11,627,583	11,625,215
Weighted average Class T shares outstanding - basic and diluted	77,598	77,598	77,598	77,598
Weighted average Class W shares outstanding - basic and diluted	85,548	85,548	85,548	85,548
Weighted average Class Y shares outstanding - basic and diluted	1,123,349	1,123,349	1,123,349	1,123,349
Weighted average Class Z shares outstanding - basic and diluted	166,494	166,494	166,494	166,494

See notes to consolidated financial statements.

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) AND TEMPORARY 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, 2022	11,630,430	$11,630	77,598	$78	85,548	$87	1,123,349	$1,122	166,494	$167	$97,715,025	$(17,722,288)	$(69,056,360)	$10,949,461	$(1,109,272)	$9,840,189	$10,165,594	$5,350,610
Distributions to preferred unitholders in our Operating Partnership	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	(322,853)	-
Stock based compensation expense	-	-	-	-	-	-	-	-	-	-	2,835	-	-	2,835	-	2,835	-	-
Net income (loss) attributable to Strategic Student & Senior Housing Trust, Inc.	-	-	-	-	-	-	-	-	-	-	-	-	(2,797,733)	(2,797,733)	-	(2,797,733)	322,853	-
Net income (loss) attributable to the noncontrolling interests in our Operating Partnership	-	-	-	-	-	-	-	-	-	-	-	-	-	-	(5,370)	(5,370)	-	-
Balance as of March 31, 2023	11,630,430	11,630	77,598	78	85,548	87	1,123,349	1,122	166,494	167	97,717,860	(17,722,288)	(71,854,093)	8,154,563	(1,114,642)	7,039,921	10,165,594	5,350,610
Issuance of Restricted stock	2,500	2		-	-	-	-	-	-	-	-	-	-	2	-	2	-	-
Distributions to preferred unitholders in our Operating Partnership	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	(331,681)	-
Stock based compensation expense	-	-	-	-	-	-	-	-	-	-	3,531	-	-	3,531	-	3,531	-	-
Net income (loss) attributable to Strategic Student & Senior Housing Trust, Inc.	-	-	-	-	-	-	-	-	-	-	-	-	(2,774,332)	(2,774,332)	-	(2,774,332)	331,681	-
Net income (loss) attributable to the noncontrolling interests in our Operating Partnership	-	-	-	-	-	-	-	-	-	-	-	-	-	-	(5,682)	(5,682)	-	-
Balance as of June 30, 2023	11,632,930	11,632	77,598	78	85,548	87	1,123,349	1,122	166,494	167	97,721,391	(17,722,288)	(74,628,425)	5,383,764	(1,120,324)	4,263,440	10,165,594	5,350,610
Distributions to preferred unitholders in our Operating Partnership	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	(340,683)	-
Stock based compensation expense	-	-	-	-	-	-	-	-	-	-	3,900	-	-	3,900	-	3,900	-	-
Net income (loss) attributable to Strategic Student & Senior Housing Trust, Inc.	-	-	-	-	-	-	-	-	-	-	-	-	(2,819,279)	(2,819,279)	-	(2,819,279)	340,683	-
Net income (loss) attributable to the noncontrolling interests in our Operating Partnership	-	-	-	-	-	-	-	-	-	-	-	-	-	-	(5,582)	(5,582)	-	-
Balance as of September 30, 2023	11,632,930	$11,632	77,598	$78	85,548	$87	1,123,349	$1,122	166,494	$167	$97,725,291	$(17,722,288)	$(77,447,704)	$2,568,385	$(1,125,906)	$1,442,479	$10,165,594	$5,350,610


	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 (Deficit)	Noncontrolling Interests in our Operating Partnership	Total Equity (Deficit)	Preferred Equity in our Operating Partnership	Redeemable Common Stock
Balance as of December 31, 2023	11,632,930	$11,632	77,598	$78	85,548	$87	1,123,349	$1,122	166,494	$167	$97,729,191	$(17,722,288)	$(80,129,935)	$(109,946)	$(1,130,960)	$(1,240,906)	$10,165,594	$5,350,610
Distributions to preferred unitholders in our Operating Partnership	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	(347,582)	-
Stock based compensation expense	-	-	-	-	-	-	-	-	-	-	3,900	-	-	3,900	-	3,900	-	-
Net income (loss) attributable to Strategic Student & Senior Housing Trust, Inc.	-	-	-	-	-	-	-	-	-	-	-	-	(2,565,145)	(2,565,145)	-	(2,565,145)	347,582	-
Net income (loss) attributable to the noncontrolling interests in our Operating Partnership	-	-	-	-	-	-	-	-	-	-	-	-	-	-	(5,100)	(5,100)	-	-
Balance as of March 31, 2024	11,632,930	11,632	77,598	78	85,548	87	1,123,349	1,122	166,494	167	97,733,091	(17,722,288)	(82,695,080)	(2,671,191)	(1,136,060)	(3,807,251)	10,165,594	5,350,610
Issuance of Restricted stock	2,500	2		-	-	-	-	-	-	-	-	-	-	2	-	2	-	-
Distributions to preferred unitholders in our Operating Partnership	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	(352,842)	-
Stock based compensation expense	-	-	-	-	-	-	-	-	-	-	3,799	-	-	3,799	-	3,799	-	-
Net income (loss) attributable to Strategic Student & Senior Housing Trust, Inc.	-	-	-	-	-	-	-	-	-	-	-	-	(3,332,694)	(3,332,694)	-	(3,332,694)	352,842	-
Net income (loss) attributable to the noncontrolling interests in our Operating Partnership	-	-	-	-	-	-	-	-	-	-	-	-	-	-	(6,533)	(6,533)	-	-
Balance as of June 30, 2024	11,635,430	11,634	77,598	78	85,548	87	1,123,349	1,122	166,494	167	97,736,890	(17,722,288)	(86,027,774)	(6,000,084)	(1,142,593)	(7,142,677)	10,165,594	5,350,610
Distributions to preferred unitholders in our Operating Partnership	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	(362,077)	-
Stock based compensation expense	-	-	-	-	-	-	-	-	-	-	3,900	-	-	3,900	-	3,900	-	-
Net income (loss) attributable to Strategic Student & Senior Housing Trust, Inc.	-	-	-	-	-	-	-	-	-	-	-	-	25,379,374	25,379,374	-	25,379,374	362,077
Net income (loss) attributable to the noncontrolling interests in our Operating Partnership	-	-	-	-	-	-	-	-	-	-	-	-	-	-	50,764	50,764	-	-
Balance as of September 30, 2024	11,635,430	$11,634	77,598	$78	85,548	$87	1,123,349	$1,122	166,494	$167	$97,740,790	$(17,722,288)	$(60,648,400)	$19,383,190	$(1,091,829)	$18,291,361	$10,165,594	$5,350,610

See notes to consolidated financial statements.

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended September 30,
	2024			2023
Cash flows from operating activities:
Net income (loss)	$	20,583,167			$	(7,412,760	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation		4,003,198				4,268,170
Amortization of debt issuance costs		106,576				106,574
Stock based compensation expense related to issuance of restricted stock		11,601				10,266
Discontinued operating activities		988,364				1,178,594
Discontinued operating activities - loss on extinguishment of debt		286,719				-
Discontinued operating activities - gain on sale of real estate, net		(27,587,961	)			-
Increase (decrease) in cash, cash equivalents, and restricted cash from changes in assets and liabilities:
Other assets		(609,301	)			397,999
Accounts payable and accrued liabilities		236,392				500,751
Due to affiliates		(2,002,026	)			1,527,277
Discontinued operating activities - changes in assets and liabilities		(719,593	)			777,741
Net cash (used in) provided by operating activities		(4,702,864	)			1,354,612
Cash flows from investing activities:
Additions to real estate		(774,761	)			(1,923,056	)
Discontinued investing activities		70,649,776				(475,902	)
Net cash provided by (used in) investing activities		69,875,015				(2,398,958	)
Cash flows from financing activities:
Scheduled principal payments of mortgage loans		(1,292,797	)			(1,256,211	)
Discontinued financing activities		(55,578,989	)			(450,000	)
Net cash used in financing activities		(56,871,786	)			(1,706,211	)
Net change in cash, cash equivalents, and restricted cash		8,300,365				(2,750,557	)
Cash, cash equivalents, and restricted cash, beginning of period		8,288,459				12,544,609
Cash, cash equivalents, and restricted cash, end of period	$	16,588,824			$	9,794,052
Supplemental disclosures and non-cash transactions:
Cash paid for interest	$	6,808,224			$	6,738,061
Additions to real estate facilities and construction in process included in accounts payable and accrued liabilities	$	-			$	18,727
Distributions payable to preferred unit holders in our operating partnership	$	1,062,501			$	995,217

See notes to consolidated financial statements.

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Note 1. Organization

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

Offering Related

On October 4, 2016, our Advisor, as defined below, acquired 111.11shares of our common stock for $1,000and 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 $100,000,000in shares of our common stock (the "Primary Private Offering") and 1,000,000shares of common stock pursuant to our distribution reinvestment plan (collectively, the "Private Offering" and together with the Public Offering described below, the "Offerings"). The Private Offering required a minimum offering amount of $1,000,000. On August 4, 2017, we met such minimum offering requirement. Our Private Offering terminated on March 15, 2018. We raised offering proceeds of approximately $91.5million from the issuance of approximately 10.7million shares pursuant to the Private Offering.

On May 1, 2018, our registration statement on Form S-11 (File No. 333-220646) (the "Registration Statement") was declared effective by the U.S. Securities and Exchange Commission (the "SEC"). The Registration Statement registered up to $1.0billion 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 $95,000,000in 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 under our charter were reclassified among Class A shares and two new classes of shares, Class T shares and Class W shares.

On June 21, 2019, we suspended the sale of Class A shares, Class T shares, and Class W shares in the Primary Offering and filed a post-effective amendment to our Registration Statement to register two new classes of common stock (Class Y shares and Class Z shares) with the SEC. On July 10, 2019, the post-effective 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 $700million in shares) and Class Z shares (up to $300million in shares) in our Primary Offering. The Class Y shares and Class Z shares have similar voting rights and rights upon liquidation to the Class A shares, Class T shares, and Class W shares, although distributions are expected to differ because of the stockholder servicing fee associated with the Class Y shares and the dealer manager servicing fee associated with the Class Z shares. Through our Primary Offering, we raised offering proceeds of approximately $17.1million from the issuance of approximately 362,000Class A shares, approximately 70,000Class T shares, approximately 83,000Class W shares, approximately 1.1million Class Y shares, and approximately 165,000Class Z shares. On March 30, 2020, our board of directors approved the suspension of our distributions which included the distribution reinvestment plan and noshares have been issued subsequently. Through our distribution reinvestment plan, we have issued approximately 610,000Class A shares, approximately 8,000Class T shares, approximately 3,000Class W shares, approximately 10,000Class Y shares, and approximately 1,000Class Z shares for gross proceeds of approximately $5.7million.

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 10 - Commitments and Contingencies for additional detail) and the suspension of distributions to our stockholders, both of which remain suspended as of September 30, 2024. The termination of our Primary Offering occurred on May 1, 2021. Primarily as a result of the termination of our Primary Offering, we currently do not have the equity capital needed to acquire additional properties at this time and we are focusing our efforts on managing our existing properties. Subsequent to March 31, 2020, nosales were made pursuant to the Primary Offering.

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

shares, and Class Z shares based on the estimated value of our assets less the estimated value of our liabilities, or net asset value, divided by the number of shares outstanding on an adjusted fully diluted basis, calculated as of September 30, 2023.

As of September 30, 2024, we owned foursenior housing properties. On July 31, 2024, we sold our sole remaining student housing property known as the Fayetteville property, for $72.25million. In conjunction with the sale, we repaid the $34.5million Fayetteville Mortgage Loan and repaid the $25.4million KeyBank Bridge Loan.

Our operating partnership, SSSHT Operating Partnership, L.P., a Delaware limited partnership (our "Operating Partnership"), was formed on October 5, 2016. On October 5, 2016, our Advisor acquired a limited partnership interest in our Operating Partnership for $1,000(111.11partnership units) and we contributed the initial $1,000capital 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 (25,447.57partnership units) in our Operating Partnership for $199,000, resulting in total capital contributions of $200,000by our Advisor in our Operating Partnership. Our Operating Partnership owns, directly or indirectly through one or more special purpose entities, all of our student housing and senior housing properties. As of September 30, 2024, 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 7 - Preferred Equity in our Operating Partnership.

Other Corporate History

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

We have noemployees. 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 9 - Related Party Transactions for additional detail.

SSSHT Property Management, LLC, a Delaware limited liability company (our "Property Manager"), was formed on October 3, 2016. Our Property Manager derives substantially all of its income from the property management oversight services it performs for us. We have entered into property management agreements directly with third party property managers and our Property Manager provides oversight services with respect to such third party property managers. Please see Note 9 - Related Party Transactions for additional detail.

Our student housing property is managed by a third-party student housing property manager. Each of our senior housing properties is managed by a third-party senior living operator. Please see Note 10 - Commitments and Contingencies for additional detail.

Our dealer manager was Select Capital Corporation, a California corporation (our "Former Dealer Manager"). We terminated the Dealer Management Agreement on June 16, 2020in accordance with its provisions. Our Former Dealer Manager was responsible for marketing our shares offered pursuant to our offerings. Our Sponsor previously owned, through a wholly-owned limited liability company, a 15% non-voting equity interest in our Former Dealer Manager. Affiliates of our Former Dealer Manager own a 2.5% non-voting membership interest in our Advisor, which they acquired on January 1, 2018. Please see Note 9 - 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.

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Please see Note 9 - Related Party Transactions for additional detail. Prior to May 1, 2018, our Advisor provided services on our behalf similar to those provided by our Transfer Agent.

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

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

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

Principles of Consolidation

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

Consolidation Considerations

Current accounting guidance provides a framework for identifying a variable interest entity ("VIE") and determining when a company should include the assets, liabilities, noncontrolling interests, and results of activities of a VIE in its consolidated financial statements. In general, a VIE is an entity or other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. Generally, a VIE should be consolidated if a party with an ownership, contractual, or other financial interest in the VIE (a variable interest holder) has the power to direct the VIE's most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE's assets, liabilities, and noncontrolling interest at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. Our Operating Partnership is deemed to be a VIE and is consolidated by the Company as the primary beneficiary. As of September 30, 2024, we had not entered into other contracts/interests that would be deemed to be variable interests in a VIE.

Noncontrolling Interest in Consolidated Entities

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

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Use of Estimates

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

Cash and Cash Equivalents

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

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

Restricted Cash

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

Real Estate Purchase Price Allocation

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

The value of the tangible assets, consisting of land and buildings, is determined as if vacant. Substantially all of the leases in place at acquired properties are at market rates, as the majority of the leases are one year or less. We also consider whether in-place, market leases represent an intangible asset. We do not expect to have intangible assets for the value of tenant relationships.

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

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

During the nine months ended September 30, 2024 and 2023, we did not acquire any properties or incur any acquisition-related transaction costs.

Real Estate Held for Sale

We consider real estate to be "held for sale" when the following criteria are met: (i) management commits to a plan to sell the property, (ii) the property is available for sale immediately, (iii) the property is actively being marketed for sale at a price that is reasonable in relation to its current fair value, (iv) the sale of the property within one year is considered probable and (v) significant changes to the plan to sell are not expected. Real estate that is held for sale and its related debt are classified as "real estate held for sale" and "debt related to real estate held for sale," respectively, in the period when all criteria are met in the accompanying consolidated financial statements. Real estate classified as held for sale is no longer depreciated and is reported at the lower of its carrying value or its estimated fair value less estimated costs to sell. Operating results and related gains (losses) on sale of properties that were disposed of or classified as held for sale in the ordinary

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

course of business are included in continuing operations on the Company's consolidated statements of operations, consistent with current accounting guidance. In June 2024, we concluded that the Fayetteville property qualified as discontinued operations as the property met the criteria of held for sale, and the disposal represents a strategic shift in our business as we will no longer own or operate student housing properties. As a result, certain items were reclassified as part of discontinued operations for all periods presented. On July 31, 2024, we sold our sole remaining student housing property located in Fayetteville Arkansas ("Fayetteville property").

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, may not be recoverable. When indicators of potential impairment are present that indicate that the carrying amounts of the assets may not be recoverable, we will assess the recoverability of the assets by determining whether the carrying value of the long-lived assets will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying value, we will adjust the value of the long-lived assets to the fair value and recognize an impairment loss. During the nine months ended September 30, 2024 and 2023, noimpairment losses were recognized.

Revenue Recognition and Accounts Receivable

Prior to its sale, our student housing property was typically leased by the bed with fixed terms on an individual lease basis, often with parental guarantees. Substantially all of our leases coincided with the university's academic year but generally commenced in August and terminated in July. We billed residents on a monthly basis, which was generally due at the beginning of the month. Residents had access to their units along with the property's amenities (i.e. study rooms, exercise facilities, common areas, etc.). The units were generally fully equipped (i.e., kitchen facilities, washer/dryer, etc.). We did 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 30days' 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 ASC Topic 842.

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

•

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

•

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

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Our revenues that are within the scope of ASC Topic 606 are:

•

The revenue from the ancillary services provided at our senior housing properties are recognized monthly as the performance obligation related to those services is completed. For each of the three months ended September 30, 2024 and 2023, revenues totaling approximately $0.1million, are included in "Leasing and related revenues - senior". For the nine months ended September 30, 2024 and 2023, revenues totaling approximately $0.3million and $0.5million, respectively, are included in "Leasing and related revenues - senior".

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

Allowance for Doubtful Accounts

Tenant accounts receivable is reported net of an allowance for doubtful accounts, in the accompanying consolidated balance sheets in other assets. Management records this general reserve estimate based upon a review of the current status of accounts receivable. It is reasonably possible that management's estimate of the allowance will change in the future. As of September 30, 2024 and December 31, 2023, approximately $40,000and $50,000, respectively, was recorded to allowance for doubtful accounts.

Advertising Costs

Advertising costs from continuing operations are included in property operating expenses and advertising costs from discontinued operations are included in discontinued operations, in the accompanying consolidated statements of operations. These costs are expensed in the period in which the cost is incurred. For the nine months ended September 30, 2024 and 2023, we incurred advertising costs of approximately $0.6million and $0.7million, respectively.

Real Estate Properties

Real estate properties are recorded based upon relative fair values as of the date of acquisition. We capitalize costs incurred to renovate and improve properties, including interest and property taxes incurred during the construction period. The construction period begins when expenditures incurred to renovate and improve properties, 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 3to 7 years.

Intangible Assets

We allocate a portion of our real estate purchase price to in-place leases. We amortize in-place lease intangibles on a straight-line basis over the estimated future benefit period. As of both September 30, 2024 and December 31, 2023, the gross amount allocated to in-place leases from held for investment was approximately $16.0million, and accumulated amortization of in-place lease intangibles totaled approximately $16.0million for each of the periods.

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

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 included in debt and debt held for sale totaled approximately $0.5million as of September 30, 2024 and $0.7million as of December 31, 2023.

Organization and Offering Costs

Our Advisor funded organization and offering costs on our behalf. We are required to reimburse our Advisor for such organization and offering costs; provided, however, our Advisor funded, and was not reimbursed for 1.0% of the gross offering proceeds from the sale of Class W shares towards payment of organization and offering expenses, which we recognized as a capital contribution from our Advisor. Additionally, our Advisor funded, and was not reimbursed for organization and offering costs up to an amount equal to 1.0% of the gross offering proceeds from the sale of Class Y shares and Class Z shares sold in our Public Offering, which we recognized as a capital contribution from our Advisor.

Our Advisor must reimburse us within 60days after the end of the month in which the Public Offering terminated to the extent organization and offering expenses incurred in good faith in connection with the sale of Class Y shares and Class Z shares exceed the 1.0% estimate being funded by the Advisor. Conversely, must reimburse our Advisor within 60days after the end of the month in which the Public Offering terminated to the extent such organization and offering expenses are less than the 1.0% estimate being funded by the Advisor. If at any point in time we determine that the organization and offering costs incurred in connection with the sale of Class Y shares and Class Z shares are expected to exceed 1.0% of the gross proceeds anticipated to be received from the sale of such shares, we will recognize such excess as a receivable from our Advisor and a corresponding capital contribution from our Advisor. If we determine that the organization and offering costs incurred in connection with the sale of Class Y shares and Class Z shares are expected to be less than 1.0% of the gross proceeds anticipated to be received from the sale of such shares, we will recognize such difference as a payable to our Advisor and a reduction of additional paid-in capital. Offering costs associated with the Primary Offering were recorded as an offset to additional paid-in capital, and organization costs were recorded in general and administrative expenses. Subsequent to the termination of our Public Offering on May 1, 2021, no additional adjustment was required.

In connection with our Primary Offering, our Former Dealer Manager received an upfront sales commission and dealer manager fee based upon the share class sold under the terms of the Dealer Manager Agreement, which are recorded as a reduction to additional paid-in capital as an offering cost. Our Advisor agreed to fund the payment of the upfront 3.0% sales commission and the upfront 3.0% dealer manager fee for the sale of Class Y shares sold in the Primary Offering, which we recognized as a capital contribution from our Advisor.

In addition, our Former Dealer Manager also received an ongoing stockholder servicing fee and ongoing dealer manager fee for certain classes of our common stock, subject to certain limitations. We record a liability within due to affiliates and a reduction to additional paid-in capital at the time of sale of the Class T, Class W, Class Y, and Class Z shares for the future estimated ongoing stockholder and dealer manager servicing fees. Please see Note 9 - 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 10 - 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

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

mandatory obligation to repurchase shares under the Share Redemption Program, we reclassify such obligations from temporary equity to a liability based upon their respective settlement values.

Accounting for Equity Awards

The cost of restricted stock is required to be measured based on the grant date fair value, the cost is recognized over the relevant service period, and we have elected to record forfeitures as they occur.

Fair Value Measurements

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

•

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

•

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

•

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

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

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

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

The carrying amounts of cash and cash equivalents, restricted cash, other assets, 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 (categorized as level 1 within the Fair Value hierarchy).

The table below summarizes the carrying amounts and fair values of fixed rate debt instruments that are not carried at fair value as of September 30, 2024 and December 31, 2023. The estimated fair value of financial instruments is subjective in nature and is dependent on a number of important assumptions, including discount rates and relevant comparable market information associated with each financial instrument. The fair value of our fixed and variable rate debt 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 (categorized within Level 2 of the fair value hierarchy). The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

amounts. As of December 31, 2023, we believe the carrying amounts of our variable rate debt are reasonably estimated at their notional amounts as there have been minimal changes to the fixed spread portion of interest rates for similar loans observed in the market, and as the variable portion of our interest rates fluctuate with the associated market indices. As of September 30, 2024, we did not have any variable rate debt.


	September 30, 2024		December 31, 2023
	Fair Value		Carrying Value			Fair Value (1)		Carrying Value (1)
Fixed Rate Secured Debt	$	102,950,000		$	105,047,699		$	131,800,000	$	135,840,497

(1)

Includes the fixed rate Fayetteville JPM Mortgage Loan that was repaid on April 10, 2024 with the proceeds of the Fayetteville Mortgage Loan.

During the nine months ended September 30, 2024, we held an interest rate hedge to hedge our interest rate exposure (See Notes 5 - Debt and Debt held for Sale and 6 - Derivative Instruments). The interest rate hedge was terminated on July 31, 2024 in conjunction with the sale of the Fayetteville property. The valuation of this instrument was determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivative. The analyses reflected the contractual terms of the derivative, including the period to maturity, and used observable market-based inputs, including interest rate curves, foreign exchange rates and implied volatilities as applicable. The fair value of the interest hedge was determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash payments.

To comply with GAAP, we incorporated 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 contract for the effect of non-performance risk, we considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although we had determined that the majority of the inputs used to value our derivative was within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilized Level 3 inputs, such as estimates of credit spreads, to evaluate the likelihood of default by us and our counterparties. However, through September 30, 2024, we had assessed the significance of the impact of the credit valuation adjustment on the overall valuation of our derivative position and determined that the credit valuation adjustment was not significant to the overall valuation of our derivative. As a result, we determined that our derivatives valuation in its entirety was classified in Level 2 of the fair value hierarchy.

Derivative Instruments and Hedging Activities

We record all derivatives on our balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. We may enter into derivative contracts that are intended to economically hedge certain of our risks, even though hedge accounting does not apply or we elect not to apply hedge accounting.

Interest rate derivatives not designated as hedges for GAAP are not speculative and are used to manage our exposure to interest rate movements and other identified risks but we have elected not to apply hedge accounting. Changes in the fair value of interest rate derivatives not designated in hedging relationships are recorded in derivative fair value adjustment within our consolidated statements of operations.

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

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the IRS grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we are organized and operate in such a manner as to qualify for treatment as a REIT and intend to operate in the foreseeable future in such a manner that we will remain qualified as a REIT for federal income tax purposes.

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

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

The TRS is subject to corporate federal and state income tax.

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

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

The major sources of temporary differences that give rise to the deferred tax effects are shown below:


	September 30, 2024			December 31, 2023
Deferred tax liabilities:
Depreciation timing differences	$	(135,592	)		$	(121,118	)
Other		-				(34,089	)
Total deferred tax liability		(135,592	)			(155,207	)

Deferred tax assets:
Net operating loss carryovers		6,505,289				6,007,314
Other		365,285				90,290
Total deferred tax assets		6,870,574				6,097,604

Valuation allowance (1)		(6,734,982	)			(5,942,397	)

Net deferred tax assets	$	-			$	-

(1)

Full valuation allowance was applied as the recoverability of such net deferred tax assets was less than more likely than not.

The Company had consolidated pretax net income (loss) attributable to our common stockholders of approximately $25.4million, and ($2.8) million for the quarters ended September 30, 2024, and 2023, respectively, with an effective tax rate of 0% for both periods. The primary difference in the Company's effective tax rate and statutory rate is generally attributable to the non-taxable REIT income and the full valuation allowance.

As of September 30,2024, the gross federal net operating losses are approximately $25.3million. The gross state net operating losses are approximately $34.2million. The state net operating losses expire between 2033and 2038. The tax years 2020 through 2023remain open for the federal and state returns.

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Uncertain tax positions may arise where tax laws may allow for alternative interpretations or where the timing of recognition of income is subject to judgment. Under ASC Topic 740, tax positions are evaluated for recognition using a more-likely-than-not threshold and those tax positions requiring recognition are measured at the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties relating to uncertain tax positions will be recognized in income tax expense when incurred. As of September 30, 2024, and December 31, 2023, there were nouncertain tax positions, and the Company had nointerest or penalties related to uncertain tax positions.

Concentration

Nosingle senior resident represents a significant concentration of our revenues. For the month of September 2024, approximately 55% and 45% of our rental income was concentrated in Oregon and Utah, respectively.

Preferred Equity in our Operating Partnership

We classify our Preferred Units (as defined in Note 7 - Preferred Equity in our Operating Partnership) on our consolidated balance sheets using the guidance in ASC 480 10 S99. The Preferred Units are redeemable by our Operating Partnership, in whole or in part, at the option of our Operating Partnership at any time. Additionally, the holder can elect to redeem if any of the following events outside our control occur: (i) change of control; (ii) a breach of protective provisions; (iii) upon the occurrence of monetary and other material defaults under secured property debt; and (iv) if we do not maintain our REIT status. As the shares are contingently redeemable, and under certain circumstances not solely within our control, we have classified our Preferred Stock as temporary equity.

Per Share Data

Basic earnings per share attributable to our common stockholders for all periods presented are computed by dividing net income (loss) attributable to our common stockholders by the weighted average number of shares outstanding during the period, excluding unvested restricted stock. Diluted earnings per share is computed by including the dilutive effect of unvested restricted stock, utilizing the treasury stock method. The dilutive effect of unvested restricted stock was not included in the diluted weighted average shares for each of the three and nine months ended September 30, 2024, and September 30, 2023, as such shares were antidilutive. Such unvested shares totaled approximately 6,250for each of the three and nine months ended September 30, 2024, and September 30, 2023.

Recently Issued Accounting Guidance

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280)." The guidance in ASU 2023-07 was adoptedto improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendment becomes effective for fiscal years beginning after December 15, 2023. The Company has evaluated and determined that there will be nomaterial impact upon adoption of the new standard on its consolidated financial statements other than the additional required disclosures.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740)." The guidance in ASU 2023-09 was issued to provide investors with information to better assess how an entity's operations and related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The amendment becomes effective for fiscal years beginning after December 15, 2024. The Company has evaluated and determined that there will be no material impact upon adoption of the new standard on its consolidated financial statements and related disclosures.

Segment Reporting

After the sale of the Fayetteville property, our real estate portfolio is comprised of one reportable segment: senior housing. Please see Note 8 - Segment Disclosures for additional detail.

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Note 3. Discontinued Operations

On June 7, 2024, the Company executed an agreement of purchase and sale with an unaffiliated third party for the sale of our sole remaining student property located in Fayetteville, Arkansas ("Fayetteville property"). The Fayetteville property was sold on July 31, 2024.

In June 2024, we concluded that the Fayetteville property qualified as discontinued operations as the property met the criteria of held for sale, and the disposal represents a strategic shift in our business as we no longer own or operate student housing communities. As a result, certain items were reclassified as part of discontinued operations for comparative purposes. The amounts in the statement of operations that are included in discontinued operations are summarized in the following table:


	Three Months Ended September 30,			Nine Months Ended September 30,
	2024			2023			2024		2023
Revenues:
Leasing and related revenues - student	$	511,339			$	1,233,249		$	3,382,068		$	3,636,439
Operating expenses:
Property operating expenses - student		409,713				730,252			1,656,302			1,976,462
Property operating expenses - affiliates		41,752				126,617			294,463			374,306
Depreciation		-				355,550			660,286			1,044,531
Total operating expenses		451,465				1,212,419			2,611,051			3,395,299
Other expenses:
Interest expense (1)		426,318				933,517			2,502,015			2,722,194
Derivative fair value adjustment (2)		-				-			147,284			-
Interest expense - debt issuance costs (3)		11,847				44,688			469,901			134,063
Total other expenses		438,165				978,205			3,119,200			2,856,257
Loss from discontinued operations		(378,291	)			(957,375	)		(2,348,183	)		(2,615,117	)

Loss on extinguishment of debt (4)		(286,719	)			-			(286,719	)		-
Gain on sale of real estate, net (5)		27,587,961				-			27,587,961			-
Net income (loss) from discontinued operations		26,922,951				(957,375	)		24,953,059			(2,615,117	)

(1)

Includes interest expense related to the Fayetteville JPM Mortgage Loan, which was repaid in April 2024 in connection with the Fayetteville Mortgage Loan refinance, the Fayetteville Mortgage Loan and the KeyBank Bridge Loan that were required to be repaid according to the terms of such loans, in conjunction with the sale of the Fayetteville property.

(2)

On April 10, 2024, in conjunction with the Fayetteville Mortgage Loan refinance, the Company entered into an interest rate cap agreement with a notional amount of $34.5million, whereby SOFRwas capped at 4.25% through the maturity of the Fayetteville Mortgage Loan, that capped the all-in rate at 6.5%. We elected not to designate the interest cap as a hedge for GAAP purposes, and changes in the fair value are recorded in the statement of discontinued operations. The interest rate cap was settled on July 31, 2024, in conjunction with the sale of the Fayetteville property.

(3)

Includes interest expense - debt issuance costs related to the Fayetteville JPM Mortgage Loan, which was repaid in April 2024 in connection with the Fayetteville Mortgage Loan refinance, the Fayetteville Mortgage Loan and the KeyBank Bridge Loan that were required to be repaid according to the terms of such loans, in conjunction with the sale of the Fayetteville property.

(4)

Includes the write off of the net debt issuance costs associated with the $34.5million Fayetteville JPM Loan and the $25.4million KeyBank Bridge Loan in conjunction with the sale of the Fayetteville property in July 2024, along with the loss on the settlement of the interest rate cap.

(5)

Relates to the net gain on the sale of the Fayetteville property, which was sold on July 31, 2024.

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

The amounts in the statement of cash flows that are included in discontinued operations are summarized in the following table:


	Nine Months Ended September 30,
	2024			2023
Adjustments to reconcile discontinued operating activities:
Depreciation	$	660,286			$	1,044,531
Amortization of debt issuance costs		180,794				134,063
Derivative fair value adjustment		147,284				-
Adjustments to reconcile discontinued operating activities		988,364				1,178,594
Loss on extinguishment of debt		286,719				-
Gain on sale of real estate, net		(27,587,961	)			-
Increase (decrease) in cash, cash equivalents, and restricted cash from changes in assets and liabilities:
Purchase of interest rate cap		(366,000	)			-
Settlement of interest rate cap		181,500				-
Other assets		142,242				35,643
Accounts payable and accrued liabilities		(971,798	)			367,392
Due to affiliates		294,463				374,706
Net cash (used in) provided by changes in assets and liabilities related to discontinued operating activities		(719,593	)			777,741
Cash flows from discontinued investing activities:
Additions to real estate		(213,275	)			(475,902	)
Net proceeds from sale of real estate		70,863,051				-
Net cash provided by (used in) discontinued investing activities		70,649,776				(475,902	)
Cash flows from discontinued financing activities:
Principal payments of KeyBank Bridge Loan		(350,000	)			(450,000	)
Repayment of Fayetteville JPM Mortgage Loan		(29,500,000	)			-
Proceeds from Fayetteville Mortgage Loan		34,500,000				-
Repayment of Fayetteville Mortgage Loan		(34,500,000	)			-
Repayment of KeyBank Bridge Loan		(25,366,550	)			-
Debt issuance costs		(362,439	)			-
Net cash used in discontinued financing activities		(55,578,989	)			(450,000	)

Note 4. Real Estate Facilities and Real Estate Held for Sale

The following summarizes the activity in the real estate facilities during the nine months ended September 30, 2024:


Real estate facilities
Balance at December 31, 2023	$	177,122,910
Additions - Senior		719,032
Balance at September 30, 2024	$	177,841,942
Accumulated depreciation
Balance at December 31, 2023	$	(29,412,671	)
Depreciation expense included in continuing operations		(3,960,624	)
Balance at September 30, 2024	$	(33,373,295	)

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

The following summarizes the real estate reclassified as held for sale:


	September 30, 2024 (1)		December 31, 2023
Real estate reclassified as held for sale
Land	$	-		$	4,903,000
Buildings		-			45,888,288
Site improvements		-			839,000
Furniture, fixtures and equipment		-			3,239,635
		-			54,869,923
Accumulated depreciation		-			(11,143,433	)
		-			43,726,490
Construction in process		-			51,033
Total real estate held for sale, net	$	-		$	43,777,523

(1)

Note 5. Debt and Debt Held for Sale

The Company's outstanding debt is summarized as follows:


Loan	September 30, 2024			December 31, 2023			Interest Rate	Maturity Date
Freddie Mac Utah Loans (1)	$	43,711,402			$	44,291,048		5.06%	2/23/2028
Freddie Mac Courtyard Loan (2)		61,336,297				62,049,449		4.86%	9/1/2028
KeyBank Bridge Loans (3)		-				25,716,550		N/A	N/A
Debt issuance costs, net		(518,793	)			(665,423	)
Debt, net		104,528,906				131,391,624
Fayetteville JPM Mortgage Loan (4)		-				29,500,000		N/A	N/A
Debt issuance costs held for sale, net		-				(27,806	)
Debt related to real estate held for sale, net		-				29,472,194
Total debt, net	$	104,528,906			$	160,863,818

(1)

Represents the aggregate of threeseparate mortgage loans for the threesenior housing properties acquired in Utah. Fixed rate debt with interest only payments due monthly for the first two years, then principal and interest on a 30-year amortization schedule beginning March 2020.

(2)

Fixed rate debt with interest only payments due monthly for the first four years, then principal and interest on a 30-year amortization schedule beginning September 2022.

(3)

On July 31, 2024, we sold the Fayetteville property for $72.25million. In conjunction with the sale we repaid the remaining balance of the loan and terminated it in accordance with the terms of the loan.

(4)

The fixed rate Fayetteville JPM Mortgage Loan was repaid and terminated in accordance with the terms of the loan on April 10, 2024.

Fayetteville JPM Mortgage Loan

On June 28, 2017, we, through our Operating Partnership and a property-owning special purpose entity (the "JPM Borrower") wholly-owned by our Operating Partnership, entered into a $29.5million mortgage loan (the "Fayetteville 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 Fayetteville JPM Mortgage Loan had a term of seven yearsand required payments of interest only for such period, with the principal balance due upon maturity (July 1, 2024). The Fayetteville JPM Mortgage Loan bore interest at a fixed rate of 4.20%. The Fayetteville JPM Mortgage Loan was prepayable at any time, upon 30days' written notice, in whole but not in

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

part, subject to payment of a prepayment penalty. If the prepayment occurs during the last 90days of the term of the Fayetteville JPM Mortgage Loan, no prepayment penalty will be required.

We and H. Michael Schwartz, our Chairman of the board and a director (our "Chairman"), served as non-recourse guarantors pursuant to the terms and conditions of the Fayetteville JPM Mortgage Loan.The Fayetteville JPM Mortgage Loan contained 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. The fixed rate Fayetteville JPM Mortgage Loan was repaid and terminated in accordance with the terms of the loan on April 10, 2024 (see "Fayetteville Mortgage Loan" below).

Fayetteville Mortgage Loan

On April 10, 2024, we, through our Operating Partnership, and a property-owning special purpose entity ("Borrower") wholly-owned by the Operating Partnership, entered into a $34.5million mortgage loan (the "Fayetteville Mortgage Loan") with JPMorgan Chase Bank, N.A., a national banking association. The Fayetteville Mortgage Loan repaid and replaced the Company's existing $29.5million Fayetteville JPM Mortgage Loan entered into on June 28, 2017. The Fayetteville Mortgage Loan had an initial term of one yearwith a maturity date of April 9, 2025. The Fayetteville Mortgage Loan required payments of interest only, with the principal balance due upon maturity. The Fayetteville Mortgage Loan bore interest at a rate of the one-month Secured Overnight Financing Rate ("SOFR") plus 2.25%. In conjunction with the Fayetteville Mortgage Loan, the Company entered into an interest rate cap agreement with a notional amount of $34.5million, whereby SOFRwas capped at 4.25% through the maturity of the Fayetteville Mortgage Loan, that the all-in rate is capped at 6.5%.

We and H. Michael Schwartz, our Chairman of the board of directors and a director (our "Chairman"), served as non-recourse guarantors pursuant to the terms and conditions of the Fayetteville Mortgage Loan pursuant to a guaranty agreement entered into in connection with the Fayetteville Mortgage Loan (the "Guaranty Agreement").The Fayetteville Mortgage Loan contained a number of other customary terms and covenants. On July 31, 2024, in conjunction with the sale of the Fayetteville Property, we repaid the remaining balance of the Fayetteville Mortgage Loan and terminated it in accordance with the terms of the Fayetteville Mortgage Loan.

Freddie Mac Utah Loans

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

The Freddie Mac Utah Loans have a term of 10years, with the first two yearsbeing 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. We are required to maintain a net worth equal to or greater than $15million and subsequent to the repayment of the Utah Bridge Loan, a liquidity requirement equal to or greater than $3million.

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

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 $63.2million (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 10years, with the first four yearsbeing 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. The Freddie Mac Courtyard Loan has an annual certification requirement for a net worth (as defined in the agreements) equal to or greater than $18.96million and an initial liquidity requirement equal to or greater than $6.32million. In accordance with the terms of the loan, since the KeyBank Bridge Loans were repaid in full on July 31, 2024 in conjunction with the sale of the Fayetteville property, the liquidity requirement was reduced to $4.8million. We are able to further 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 $1.5million.As of September 30, 2024, we were in compliance with these covenants.

KeyBank Bridge Loans

Beginning with our acquisition of the Fayetteville Property, we have entered into various loans with KeyBank National Association ("KeyBank") in order to fund a portion of the purchase price for our acquisitions. Such loans are in addition to the particular mortgage loan used to acquire the property, and such loans are with us, through our Operating Partnership, along with our Chairman and an entity controlled by him (the "Initial KeyBank Bridge Borrowers"). 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 $24.5million for the purpose of funding a portion of the aggregate purchase price for the Wellington, Cottonwood Creek, and Charleston properties. On January 6, 2022, in conjunction with the sale of the Tallahassee property, the Utah Bridge Loan was repaid in full. 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").

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, as described within this section.

The terms of the Courtyard Bridge Loans were amended to add two additional tranches: (i) an initial loan of $27million (the "Courtyard Initial Bridge Loan") and (ii) a delayed draw commitment of up to $14million (the "Courtyard Delayed Draw Commitment"). The KeyBank Bridge Borrowers utilized the Courtyard Initial Bridge Loan for the purpose of funding a portion of the purchase price for the Courtyard Property. The Courtyard Delayed Draw Commitment was utilized primarily to fund the costs and expenses associated with the construction of an additional 23units of memory care, which was completed in November 2019.

The KeyBank Bridge Loans bore interest at a rate of 1-month SOFR plus 400 basis points.Pursuant to the Courtyard Bridge Loans, the security for the Utah Bridge Loan was amended such that both loans are secured by the same pool of collateral, which now includes a pledge of distributions and other rights with respect to the equity interests in the subsidiaries that have a fee or leasehold interest in the Courtyard Property. In addition, on March 29, 2019, we executed an amendment such that (i) our Sponsor became an additional borrower, (ii) the collateral was amended such that it is additionally comprised

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

of a pledge of equity interests owned by subsidiaries of our Sponsor in certain entities, as set forth in separate pledge agreements and (iii) certain of the covenants and restrictions were revised accordingly. Upon the repayment of the Utah Bridge Loan, the KeyBank Bridge Borrowers must continue to apply 100% of the net proceeds from certain capital events and we are required to apply the net proceeds from the issuance of equity interests in us, including the net proceeds from our Primary Offering, to the outstanding Courtyard Bridge Loans. Unless KeyBank otherwise consents, until the Courtyard Bridge Loans are repaid, we were required to defer payment of (i) acquisition fees otherwise payable to our Advisor and Sponsor in connection with the acquisition of the Courtyard Property and (ii) in the event of a default, asset management fees otherwise payable to our Advisor with respect to the Courtyard Property. The Courtyard Bridge Loans imposed certain covenant requirements on us and the other parties to the Courtyard Bridge Loans, which, if breached, could have resulted in an event of default under the Courtyard Bridge Loans. In connection with the foregoing, we also amended the previously executed note with KeyBank in order to evidence the Courtyard Bridge Loans, and we also entered into an Omnibus Amendment and Reaffirmation of Loan Documents, as amended on March 29, 2019 (the "Omnibus Amendment"). As a result of the Omnibus Amendment, we continued to serve as a guarantor pursuant to the terms and conditions of the Courtyard Initial Bridge Loan.

The Courtyard Bridge Loans were scheduled to mature on August 31, 2019, but were extended to April 30, 2020. On February 27, 2020, we amended the Courtyard Bridge Loans such that the loan maturity date was extended to April 30, 2021and certain of the covenants were revised accordingly. On November 13, 2020, we entered into the Fifth Amendment, pursuant to which the loan maturity date was further extended to April 30, 2022and certain covenants were revised. Beginning in May 2021, since the balance of the KeyBank Bridge Loans had not been reduced to $20 million, we were required to start paying a monthly fee of 0.05% of the loan balance above $20 million until such reduction is reached. Additionally, since the balance of the KeyBank Bridge Loans had not been reduced to $20 million by October 31, 2021, we were required to start making principal payments of $50,000per month until such reduction is reached. Pursuant to the Fifth Amendment, we were also required to fund a reserve comprised of six months of interest payments, which may be utilized but must generally be replenished.

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

On October 28, 2022, the KeyBank Bridge Borrowers entered into the Seventh Amendment to the KeyBank Bridge Loans (the "Seventh Amendment") that extended the maturity date of the KeyBank Bridge Loans from April 30, 2023to April 30, 2024.

On March 13, 2024, we amended the KeyBank Bridge Loans ("Eighth Amendment") such that the maturity date was further extended to June 30, 2025and the previously established interest reserve of $0.9million was released. The Eighth Amendment modified certain collateral securing the KeyBank Bridge Loans and certain terms related thereto. On July 31, 2024, we sold the Fayetteville property for $72.25million. In conjunction with the sale we repaid the remaining balance of the KeyBank Bridge Loans and terminated it in accordance with the terms of the loan.

Future Principal Requirements

The following table presents the future principal payment requirements on outstanding debt (including debt related to real estate held for sale) as of September 30, 2024:


2024	$	438,975
2025		1,856,855
2026		1,952,215
2027		2,052,475
2028		98,747,179
Total payments		105,047,699
Debt issuance costs, net		(518,793	)
Total	$	104,528,906

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Note 6. Derivative Instruments

Interest Rate Derivatives

Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we use an interest rate cap as part of our interest rate risk management strategy. We do not use interest rate derivatives for trading or speculative purposes.

The following table summarizes the terms of our derivative financial instruments during the nine months ended September 30, 2024:


Interest Rate Derivative:	Notional Amount		Strike		Effective Date		Maturity Date
SOFR Cap - Fayetteville Mortgage Loan	$	34,500,000		4.25%		4/10/2024		4/10/2025	(1)

(1)

The interest rate capwas terminated on July 31, 2024, in conjunction with the sale of the Fayetteville property.

The following table presents the effects of our derivative financial instruments on our consolidated statements of operations - discontinued operations for the periods presented:


	Gain (loss) recognized in consolidated statements of operations for the three months ended September 30,			Location of amounts in the statements of operations		Gain (loss) recognized in consolidated statements of operations for the nine months ended September 30,
Type	2024			2023			2024		2023
Interest Rate Cap	$	-			$	-	Interest Expense	$	84,063		$	-
Loss on extinguishment of debt (1)		(37,216	)			-	Loss on extinguishment of debt		(37,216	)		-

(1)

The interest rate cap was terminated on July 31, 2024, in conjunction with the sale of the Fayetteville property. The loss incurred on the sale of the interest rate cap was recorded in the statement of discontinued operations as part of "loss on extinguishment of debt".

Note 7. 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 $12million (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 480,000preferred units of limited partnership interests in our Operating Partnership ("Preferred Units"), each having a liquidation preference of $25.00per Preferred Unit (the "Liquidation Amount"), plus all accumulated and unpaid distributions.

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(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.

As of September 30, 2024 and December 31, 2023, approximately $10.2million of Preferred Units were outstanding, and accrued distributions payable on the Preferred Units totaled approximately $7.2million and $6.2million, respectively, which are included in distributions payable in the accompanying consolidated balance sheets.

Note 8. Segment Disclosures

We have historically operated in tworeportable business segments: (i) student housing and (ii) senior housing.

On June 7, 2024, the Company executed an agreement of purchase and sale with an unaffiliated third party for the sale of our sole remaining student housing property located in Fayetteville, Arkansas ("Fayetteville property"). On July 31, 2024, the Fayetteville property was sold. Subsequent to the sale, the Company only operates in a single segment, senior housing.

In June 2024, we concluded that the Fayetteville property sale qualified as discontinued operations as the property met the criteria of held for sale, and the disposal represents a strategic shift in our business as we will no longer own or operate student housing properties. Please see Note 3 - Discontinued Operations for additional details.

Note 9. Related Party Transactions

Fees to Affiliates

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

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

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Organization and Offering Costs

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

Advisory Agreement

We do not have any employees. Our Advisor is primarily responsible for managing our business affairs and carrying out the directives of our board of directors. Our Advisor receives various fees and expenses under the terms of our Advisory Agreement. As discussed above, we are required to reimburse our Advisor for certain organization and offering costs from the Offerings; provided, however, pursuant to the Advisory Agreement, our Advisor funded, and was not reimbursed for, 1.0% of the gross offering proceeds from the sale of Class W shares in the Primary Offering.

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

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

Pursuant to the Advisory Agreement, effective May 1, 2018, our Advisor is entitled to receive a monthly asset management fee. This fee was initially equal to 0.05208% (which is one twelfth of 0.625%) of our average invested assets, as defined by the Advisory Agreement, but the AA Amendment later increased this fee to 0.066667% (which is one twelfth of 0.8%) of our average invested assets. Our Advisor will not receive financing fees pursuant to the Advisory Agreement.

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Pursuant to the Second AA Amendment, our Advisor may be entitled to disposition fees generally equal to the lesser of (a) 1% of the Contract Sales Price or (b) 50% of the Competitive Real Estate Commission (as defined in the Second AA Amendment). In conjunction with the sale of the Tallahassee property in January 2022, a $0.25million disposition fee was paid to our Sponsor in accordance with the Second AA Amendment. On July 31, 2024, in conjunction with the sale of the Fayetteville property, a $0.4million disposition fee was paid to our Sponsor in accordance with the Second AA Amendment.

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

The Advisory Agreement provides for reimbursement of our Advisor's direct and indirect costs of providing administrative and management services to us. Beginning four fiscal quarters after commencement of the Public Offering, pursuant to our Advisory Agreement, our Advisor is required to pay or reimburse us the amount by which our aggregate annual operating expenses, as defined, exceed the greater of 2% of our average invested assets or 25% of our net income, as defined, unless a majority of our independent directors determine that such excess expenses were justified based on unusual and non-recurring factors. For any fiscal quarter for which total operating expenses for the 12months then ended exceed the limitation, we will disclose this fact in our next quarterly report or within 60days 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 September 30, 2024, our aggregate annual operating expenses, as defined, did not exceed the thresholds described above.

Advisor Funding Agreement

Concurrent with the execution of the Second AA Amendment (as described above), we entered into the Advisor Funding Agreement by and among us, our Operating Partnership, our Advisor and our Sponsor, pursuant to which our Advisor agreed to fund the payment of the upfront 3% sales commission for the sale of Class Y shares, the upfront 3% dealer manager fee for the sale of Class Y shares, and the estimated 1% organization and offering expenses for the sale of the Class Y shares and Class Z shares in the Primary Offering. Our Advisor's obligation to fund the upfront sales commissions, upfront dealer manager fees, and organization and offering expenses was expressly limited to us raising $250million 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 $250million in gross offering proceeds from the sale of Class Y shares pursuant to the Primary Offering. At the termination of the Primary Offering, our Advisor was required to reimburse us within 60days after the end of the month in which the Primary Offering terminated if the organization and offering expenses exceed the 1% estimate being funded by our Advisor pursuant to the Advisor Funding Agreement. Conversely, we were required to reimburse our Advisor within 60days after the end of the month in which the Primary Offering terminated to the extent the organization and offering expenses were less than the 1% estimate being funded by our Advisor pursuant to the Advisor Funding Agreement. As of March 31, 2020, prior to the suspension of our Primary Offering, we raised approximately $11.9million in gross offering proceeds from the sale of Class Y shares and Z shares, and received funding from our Advisor of approximately $0.8million 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 shares and Z shares. Subsequent to March 31, 2020, no sales have been made pursuant to the Primary Offering. During the year ended December 31, 2020, as a result of the suspension of our Primary Offering and termination of our Former Dealer Manager, we expected that the organization and offering expenses incurred on the sale of Class Y shares and Class Z shares would exceed 1% at the termination of the Public Offering. Accordingly, during the year ended December 31, 2020, we recorded a receivable from our Advisor for organization and offering expenses incurred in excess of the 1% limitation, which resulted in a $0.6million reduction in due to affiliates and an increase in additional paid in capital. Subsequent to the termination of our Public Offering on May 1, 2021, we determined no additional adjustment was required.

Dealer Manager Agreement

In connection with our Public Offering, our Former Dealer Manager received a sales commission of up to 6.0% of gross proceeds from sales of Class A shares and up to 3.0% of gross proceeds from the sales of Class T shares in the Primary Offering and a dealer manager fee of up to 3.0% of gross proceeds from sales of both Class A shares 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

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

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

The Dealer Manager Agreement provided that we would cease paying the stockholder servicing fee with respect to the Class T shares and Class Y shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of Class A shares, Class T shares, Class W shares, Class Y shares, and Class Z shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our Distribution Reinvestment Plan), which calculation shall be made commencing after the termination of our Primary Offering; (iii) with respect to a particular Class T share and Class Y share, the third anniversary of the issuance of the share; and (iv) the date that such Class T share or Class Y share is redeemed or is no longer outstanding. The Dealer Manager Agreement provided that we would cease paying the dealer manager servicing fee with respect to the Class W shares and Class Z shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of Class A shares, Class T shares, Class W shares, Class Y shares, and Class Z shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our Distribution Reinvestment Plan), which calculation shall be made commencing after the termination of our Primary Offering; (iii) the end of the month in which the aggregate dealer manager servicing fees paid in our Primary Offering with respect to Class W shares or Class Z shares equals 9.0% of the gross proceeds from the sale of Class W shares or Class Z shares, respectively, in our Primary Offering (i.e., excluding proceeds from sales pursuant to our Distribution Reinvestment Plan), which calculation shall be made commencing after the termination of our Primary Offering, and (iv) the date that such Class W share or Class Z share is redeemed or is no longer outstanding. As a result of the suspension of our Primary Offering and termination of our Former Dealer Manager, we expected that the aggregate underwriting compensation from all sources would exceed 10% at the termination of the Public Offering. Accordingly, we ceased paying stockholder servicing fees and dealer manager servicing fees in April 2020, pursuant to the terms of the Dealer Manager Agreement. Additionally, as of September 30, 2024, we have not recorded a liability for the future payment of the stockholder servicing fees and dealer manager servicing fees.

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

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Affiliated Former Dealer Manager

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

Transfer Agent Agreement

Our Sponsor is the owner and manager of our Transfer Agent, which is a registered transfer agent with the SEC. Effective in May 2018, our Transfer Agent processes subscription agreements and certain other forms directly, as well as provides customer service to our stockholders. These services include, among other things, processing payment of any sales commission and dealer manager fees associated with a particular purchase, as well as processing the distributions and any servicing fees with respect to our shares. Additionally, our Transfer Agent may retain and supervise third party vendors in its efforts to administer certain services. Our Transfer Agent also conducts transfer agent and registrar services for other non-traded REITs sponsored by an affiliate of our Sponsor.

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

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

Property Managers

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

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(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, 2023 and the nine months ended September 30, 2024, as well as any related amounts payable, which are included in due to affiliates on the accompanying consolidated balance sheets as of December 31, 2023 and September 30, 2024:


	Year Ended December 31, 2023		Nine Months Ended September 30, 2024
	Incurred		Paid			Payable		Incurred	Paid		Payable
Expensed:
Operating expenses (including organizational costs)	$	527,934		$	249,904		$	278,030	$	400,786		$	678,816	$	-
Transfer Agent expenses		116,991			116,991			-		88,672			88,672		-
Asset management fees		1,943,495			183,105			10,593,808		1,120,544			2,938,891		8,775,461
Property management oversight fees		540,808			-			2,644,596		388,814			-		3,033,410
Discontinued operations (1)		-			-			-		294,463			294,463		-
Disposition fee		-			-			-		361,250			361,250		-
Capitalized:
Acquisition expenses - Affiliates		-			-			1,980,000		-			-		1,980,000
Additional Paid-In Capital:
Offering costs		-			-			166,881		-			-		166,881
Total	$	3,129,228		$	550,000		$	15,663,315	$	2,654,529		$	4,362,092	$	13,955,752

(1)

Includes asset management fees and property management oversight fees related to the Fayetteville property classified as discontinued operations.

Please see Note 5 - Debt and Debt Held for Sale and Note 7 - Preferred Equity in our Operating Partnership for detail regarding additional related party transactions.

Note 10. Commitments and Contingencies

Property Management

Our student housing property was managed by a third-party student housing manager. Pursuant to our property management agreements, we paid a monthly management fee, plus reimbursement of amounts reasonably incurred in managing the property, such as employee compensation, marketing costs and certain third-party administrative costs. In certain instances, we paid a construction management fee for certain construction management services.The property management agreement had a one yearterm and automatically renews for successive one yearperiods thereafter, unless we or the third-party student housing manager provides prior written notice at least 30days prior to the expiration of the term. In conjunction with the sale of the Fayetteville Property, we terminated the property management agreement.

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 threeto five yearsand automatically renew for successiveone yearperiods thereafter, unless we or the operator provide prior written notice at least 180days 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

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

common stock, and to state that the purchase price for shares pursuant to the Distribution Reinvestment Plan shall be $9.30per share for all classes of shares. Nosales commissions or dealer manager fees are paid with respect to the sale of such shares. On September 28, 2020, our board of directors further amended the Distribution Reinvestment Plan, effective as of October 10, 2020, to state that the purchase price for shares pursuant to the Distribution Reinvestment Plan shall be equal to the estimated value per share of each class of shares. We may amend or terminate the Distribution Reinvestment Plan for any reason at any time upon 10days' prior written notice to stockholders. On March 30, 2020, our board of directors approved the suspension of our distributions; and during such suspension, nodistributions will be reinvested pursuant to the Distribution Reinvestment Plan.

Share Redemption Program

We adopted a Share Redemption Program that enables stockholders to sell their shares to us in limited circumstances. As long as our common stock is not listed on a national securities exchange or over-the-counter market, our stockholders who have held their stock for at least one yearmay be able to have all or any portion of their shares of stock redeemed by us. We may redeem the shares of stock presented for redemption for cash to the extent that we have sufficient funds available to fund such redemption.

Our board of directors may amend, suspend or terminate the Share Redemption Program with 30 days' notice to our stockholders. We may provide this notice by including such information in a Current Report on Form 8-K or in our annual or quarterly reports, all publicly filed with the SEC, or by a separate mailing to our stockholders.

In order to preserve cash in light of the uncertainty relating to COVID-19 and its potential impact on our overall financial results, on March 30, 2020, our board of directors approved the suspension of our Share Redemption Program, effective May 3, 2020. Our share redemption program remains suspended as of September 30, 2024.

As a result of our board of directors approving an estimated net asset value per share on January 22, 2024, the per share price for the repurchase of a given class of shares is equal to the then-current estimated net asset value per share for such class of shares; however, as noted elsewhere our Share Redemption Program is currently suspended.

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

•

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

•

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

•

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

•

We have noobligation 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, 2023 and the nine months ended September 30, 2024, we did not receive any redemption requests.

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

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 oneshare 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 11. Subsequent Events

None.

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, 2023. 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 of 1986, as amended (the "Code"), for federal income tax purposes beginning with our taxable year ended December 31, 2017.

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

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

On March 30, 2020, our board of directors approved the suspension of the Primary Offering based upon various factors, including the uncertainty relating to the novel coronavirus ("COVID-19") pandemic and its potential impact on us and our overall financial results. Our board of directors also approved the suspension of our share redemption program (see Note 10 - Commitments and Contingencies for additional detail) and the suspension of distributions to our stockholders. Primarily as a result of the suspension and subsequent termination of our Public Offering, we currently do not have the equity capital needed to acquire additional properties and, consequently, we are focusing our efforts on managing our existing properties.

Subsequent to March 31, 2020, no sales were made pursuant to the Primary Offering. As of September 30, 2024, 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.

On January 22, 2024, our board of directors, upon recommendation of our nominating and corporate governance committee, approved an estimated value per share of $6.34 for our Class A shares, Class T shares, Class W shares, Class Y shares, and Class Z shares based on the estimated value of our assets less the estimated value of our liabilities, or net asset value, divided by the number of shares outstanding on an adjusted fully diluted basis, calculated as of September 30, 2023.

As of September 30, 2024 we owned four senior housing properties.

Senior Housing

As of September 30, 2024, 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)
Wellington	February 23, 2018	1999		Millcreek, Utah	$	5,357		119		93.7	%
Cottonwood Creek	February 23, 2018	1982		Millcreek, Utah		4,475		112		80.4	%
Charleston	February 23, 2018	2005		Cedar Hills, Utah		5,107		64		94.1	%
Courtyard	August 31, 2018	1992-2019		Portland, Oregon		5,484		309		92.5	%
Total		$	5,252			604		90.7	%

(1)

Calculated based on our revenue earned during the nine months ended September 30, 2024 divided by average occupied units over the same period.

(2)

Represents occupied units divided by total rentable units as of September 30, 2024.

Critical Accounting Policies and Estimates

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

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

Real Estate Purchase Price Allocation

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 are based on certain significant estimates and assumptions, variations in such estimates and assumptions could result in a materially different presentation of the consolidated financial statements or materially different amounts being reported in the consolidated financial statements.

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

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 in which our qualification is lost. 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.

Results of Operations

Overview

During the nine months ended September 30, 2024 and 2023, we have derived revenues from our continuing operations principally from rents and related fees received from residents of our senior housing properties and to a lesser extent from other services provided at our senior housing properties. In addition, during the nine months ended September 30, 2024 and 2023, we have derived revenues from our discontinued operations principally from rents and related fees received from residents of our student housing property. 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.

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 caused state and local governments to institute quarantines, "shelter in place" rules and restrictions on travel, the types of business that were allowed to continue to operate, and the types of construction projects that were allowed to continue. We have implemented precautionary and protective measures intended to help ensure the well-being of our residents and staff at our student and senior housing properties. The Public Health Emergency expired in May 2023 and we expect the adverse effect the COVID-19 pandemic has had on our financial condition and results of operations to continue to mitigate. We expect revenues and expenses to continue to fluctuate, as we remain cognizant of the current economic risk factors, including interest rate fluctuations, that could negatively impact the financial performance of our portfolio in future periods.

During the quarter ended September 30, 2023, occupancy at our Fayetteville property was approximately 99%. Due to increased enrollment over the last two years coupled with minimal new development in Fayetteville, we experienced more favorable supply and demand conditions, which allowed us to increase rental rates. On July 31, 2024, we sold the Fayetteville property for $72.25 million, less closing costs.

At our senior housing properties, during 2023 and 2024 we continue to see, COVID-19 variant breakthrough infections, however, we have experienced increased move in activity and occupancies while continuing to incur incremental, COVID-19 related expenses. During 2023 and 2024, historically low unemployment and competitors, have negatively affected the ability of our senior housing properties to maintain necessary staffing levels resulting in the need to use third party contract services and overtime.

Comparison of the Three Months Ended September 30, 2024 and 2023

Leasing and Related Revenues - Senior

Leasing and related revenues - senior for the three months ended September 30, 2024 were approximately $8.9 million, as compared to approximately $8.3 million for the three months ended September 30, 2023, an increase of approximately $0.6 million. The increase is primarily attributable to an increase in rates at our senior housing properties. We expect leasing and related revenues to fluctuate in future periods commensurate with our leasing activity.

Property Operating Expenses - Senior

Property operating expenses - senior for the three months ended September 30, 2024 were approximately $6.4 million, as compared to approximately $6.1 million for the three months ended September 30, 2023, an increase of approximately $0.3 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 due to an increase in payroll, due to an increase in employee headcount, the use of outside agency contract services, and turnover costs to fill vacancies. To a lesser extent, inflationary pressures impacted overall property expenses, not limited to payroll, utilities, repairs and maintenance, and insurance.

Property Operating Expenses - Affiliates

Property operating expenses - affiliates for both of the three months ended September 30, 2024 and 2023 were approximately $0.5 million. Property operating expenses - affiliates consists of asset management and property management oversight fees for our senior housing properties due to our Advisor.

General and Administrative Expenses

General and administrative expenses for the three months ended September 30, 2024 were approximately $0.4 million, as compared to approximately $0.5 million for the three months ended September 30, 2023, a decrease of approximately $0.1 million. General and administrative expenses consist primarily of legal expenses, directors' and officers' insurance expense, transfer agent expenses, an allocation of a portion of payroll related costs attributable to our Advisor and its affiliates, accounting expenses and professional services. We expect general and administrative expenses to fluctuate in future periods commensurate with our operational activity.

Depreciation Expense

Depreciation expense for the three months ended September 30, 2024 was approximately $1.3 million, as compared to approximately $1.4 million for the three months ended September 30, 2023, a decrease of approximately $0.1 million. Depreciation expense consists primarily of depreciation on the buildings, site improvements, and furniture, fixtures and equipment at our properties.

Interest Expense

Interest expense for both of the three months ended September 30, 2024 and 2023 were approximately $1.3 million. 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 both of the three months ended September 30, 2024 and 2023 were approximately $35,000. 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.

Net Income (Loss) from Discontinued Operations

We concluded that the Fayetteville property qualified as discontinued operations in June 2024, as the property met the criteria of held for sale, and the disposal represents a strategic shift in our business as we will no longer own or operate student housing properties. As a result, certain items were reclassified as part of discontinued operations, refer to Note 3 - Discontinued operations for additional details.

The net income (loss) from discontinued operations for the three months ended September 30, 2024, was approximately $26.9 million, as compared to approximately ($1.0) million for the three months ended September 30, 2023, an increase of approximately $27.9 million.

•

Leasing and related revenues - student for the three months ended September 30, 2024, were approximately $0.5 million, as compared to approximately $1.2 million for the three months ended September 30, 2023, a decrease of approximately $0.7 million. The decrease was primarily attributable to the sale of the Fayetteville property on July 31, 2024.

•

Depreciation expense for the three months ended September 30, 2024, was none, as compared to approximately $0.4 million for the three months ended September 30, 2023, a decrease of approximately $0.4 million. The decrease was primarily attributable to the held for sale treatment of the Fayetteville property in June 2024, as such depreciation was stopped for the property. The Fayetteville property was sold on July 31, 2024.

•

Interest expense for the three months ended September 30, 2024, was approximately $0.4 million, as compared to $0.9 million for the three months ended September 30, 2023, a decrease of approximately $0.5 million. The decrease was primarily attributable to sale of the Fayetteville property on July 31, 2024.

•

Loss on extinguishment of debt for the three months ended September 30, 2024, was approximately $0.3 million, as compared to none for the three months ended September 30, 2023. The decrease is primarily attributable to the write off of the debt issuance costs associated with the $34.5 million Fayetteville Mortgage Loan and the $25.4 million KeyBank Bridge Loan in conjunction with the sale of the Fayetteville property on July 31, 2024, in accordance with GAAP.

•

Gain on sale of real estate, net for the three months ended September 30, 2024, was approximately $27.6 million, as compared to none for the three months ended September 30, 2023. The increase is primarily attributable to the sale of the Fayetteville property, which was sold on July 31, 2024.

Comparison of the Nine Months Ended September 30, 2024 and 2023

Leasing and Related Revenues - Senior

Leasing and related revenues - senior for the nine months ended September 30, 2024 were approximately $25.9 million, as compared to approximately $24.3 million for the nine months ended September 30, 2023, an increase of approximately $1.6 million. The increase is primarily attributable to an increase in both occupancies and rates at our senior housing properties. We expect leasing and related revenues to fluctuate in future periods commensurate with our leasing activity.

Property Operating Expenses - Senior

Property operating expenses - senior for the nine months ended September 30, 2024 were approximately $19.0 million, as compared to approximately $17.5 million for the nine months ended September 30, 2023, an increase of approximately $1.5 million. Such property operating expenses include the cost to operate our senior housing properties including payroll, food service costs, utilities, insurance, real estate taxes, repairs and maintenance, marketing, and third-party property management fees. The increase is primarily due to an increase in payroll, due to an increase in employee headcount, the use of outside agency contract services, and turnover costs to fill vacancies. To a lesser extent, inflationary pressures impacted overall property expenses, not limited to payroll, utilities, repairs and maintenance, and insurance.

Property Operating Expenses - Affiliates

Property operating expenses - affiliates for both of the nine months ended September 30, 2024 and 2023 were approximately $1.5 million. 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 nine months ended September 30, 2024 were approximately $1.6 million, as compared to approximately $1.8 million for the nine months ended September 30, 2023, 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, accounting expenses and professional services. The decrease was primarily due to an decrease in accounting expenses and professional services. We expect general and administrative expenses to fluctuate in future periods commensurate with our operational activity.

Depreciation Expense

Depreciation expense for the nine months ended September 30, 2024 was approximately $4.0 million, as compared to approximately $4.3 million for the nine months ended September 30, 2023, a decrease of approximately $0.3 million. Depreciation expense consists primarily of depreciation on the buildings, site improvements, and furniture, fixtures and equipment at our properties.

Interest Expense

Interest expense for both of the nine months ended September 30, 2024 and 2023 were approximately $4.0 million. We expect interest expense to fluctuate in future periods commensurate with our future debt level and interest rates.

Interest Expense - Debt Issuance Costs

Interest expense - debt issuance costs for both of the nine months ended September 30, 2024 and 2023 were 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.

Net Income (Loss) from Discontinued Operations

We concluded that the Fayetteville property qualified as discontinued operations in June 2024 as the property met the criteria of held for sale, and the disposal represents a strategic shift in our business as we will no longer own or operate student housing communities. As a result, certain items were reclassified as part of discontinued operations, refer to Note 3 - Discontinued operations for additional details.

The net income (loss) from discontinued operations for the nine months ended September 30, 2024 was approximately $24.9 million, as compared to approximately ($2.6) million, an increase of approximately $27.5 million.

•

Leasing and related revenues - student for the nine months ended September 30, 2024, were approximately $3.4 million, as compared to approximately $3.6 million related to the Fayetteville property for the nine months ended September 30, 2023, a decrease of approximately $0.3 million. The decrease was primarily attributable to the sale of the Fayetteville property on July 31, 2024, offset by an increase in rates.

•

Depreciation expense for the nine months ended September 30, 2024, was approximately $0.7 million, as compared to approximately $1.0 million for the nine months ended September 30, 2023, a decrease of approximately $0.3 million. The decrease was primarily attributable to the held for sale treatment of the Fayetteville property in June 2024, as such depreciation was stopped for the property. The Fayetteville property was sold on July 31, 2024.

•

Interest expense for the nine months ended September 30, 2024, was approximately $2.5 million, as compared to $2.7 million for the nine months ended September 30, 2023, a decrease of approximately $0.2 million. The decrease was primarily attributable to sale of the Fayetteville property on July 31, 2024.

•

Loss on extinguishment of debt for the nine months ended September 30, 2024, was approximately $0.3 million, as compared to none for the nine months ended September 30, 2023. The decrease is primarily attributable to the write off of the debt issuance costs associated with the $34.5 million Fayetteville Mortgage Loan and the $25.4 million KeyBank Bridge Loan in conjunction with the sale of the Fayetteville property on July 31, 2024, in accordance with GAAP.

•

Gain on sale of real estate, net for the nine months ended September 30, 2024, was approximately $27.6 million, as compared to none for the nine months ended September 30, 2023. The increase is primarily attributable to the sale of the Fayetteville property, which was sold on July 31, 2024.

Liquidity and Capital Resources

Cash Flows

A comparison of our cash flows for operating, investing and financing activities for the nine months ended September 30, 2024 and 2023, is as follows:


	Nine Months Ended
	September 30, 2024			September 30, 2023			Change
Net cash flow provided by (used in):
Operating activities	$	(4,702,864	)		$	1,354,612		$	(6,057,476	)
Investing activities		69,875,015				(2,398,958	)		72,273,973
Financing activities		(56,871,786	)			(1,706,211	)		(55,165,575	)

Cash flows (used in) provided by operating activities for the nine months ended September 30, 2024 and 2023 were approximately ($4.7) million and $1.4 million, respectively, a change of approximately ($6.1) million. The increase in cash (used in) operating activities was primarily the result of a decrease in cash provided by operating assets and liabilities due to the sale of the Fayetteville property in July 2024.

Cash flows provided by (used in) investing activities for the nine months ended September 30, 2024 and 2023 were approximately $69.9 million and ($2.4) million, respectively, a change of approximately $72.3 million. The increase in cash provided by investing activities is primarily the result of the net proceeds from the sale of the Fayetteville property in July 2024.

Cash flows used in financing activities for the nine months ended September 30, 2024 and 2023 were approximately $56.9 million and $1.7 million, respectively, a change of approximately $55.2 million. The increase in cash used in financing activities is primarily the result of the repayment of the $34.5 million Fayetteville Mortgage Loan and the $25.4 million KeyBank Bridge Loans in conjunction with the sale of the Fayetteville property in July 2024.

Short-Term Liquidity and Capital Resources

Our liquidity needs consist primarily of our property operating expenses, general and administrative expenses, regularly scheduled debt service payments, and capital expenditures. Currently, we generally expect that we will meet our

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

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

Distribution Policy and Distributions

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

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. 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 different classes of shares will likely differ because of different allocations of class-specific expenses. Specifically, distributions on Class T shares, Class W shares, Class Y shares, and Class 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.

We commenced paying distributions in September 2017. From our inception through September 30, 2024, we paid cumulative distributions of approximately $17.3 million, including approximately $0.2 million related to our preferred unitholders, as compared to cumulative net loss attributable to our common stockholders of approximately $60.6 million, which includes acquisition related expenses of approximately $3.4 million and non-cash depreciation and amortization of approximately $75.7 million.

For the three and nine months ended September 30, 2024, we did not declare or pay any distributions and had a net gain attributable to our common stockholders of approximately $25.4 million and $19.5 million, respectively. In connection with the sale of the Fayetteville Property we anticipate making a distribution to stockholders for tax year 2024. For the three and nine months ended September 30, 2023, we did not declare or pay any distributions and had a net loss attributable to our common stockholders of approximately $2.8 million and $8.4 million, respectively.

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. 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.

Indebtedness

As of September 30, 2024, our total indebtedness was approximately $105.1 million in fixed rate debt. See Note 5 of the Notes to the Consolidated Financial Statements for more information about our indebtedness.

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 capital improvements, and acquisitions, either directly or through entity interests, if any.

Long-term potential future sources of capital include secured or unsecured financings from banks or other lenders, issuance of equity securities including private offerings, undistributed funds from operations, and potential sales of remaining properties. To the extent we are not able to secure requisite financing in the form of a credit facility or other debt, we will be dependent upon proceeds from the issuance of equity securities, cash flows from operating activities and potential sales of remaining properties 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 September 30, 2024:


	Payments due during the years ending December 31:
	Total		2024			2025-2026		2027-2028
Debt interest	$	18,844,031		$	1,323,235		$	10,288,611	$	7,232,185
Debt principal		105,047,699			438,975			3,809,070		100,799,654
Total contractual obligations	$	123,891,730		$	1,762,210		$	14,097,681	$	108,031,839

Off-Balance Sheet Arrangements

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk includes risks that arise from changes in interest 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 are 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 September 30, 2024, our debt consisted of approximately $105.1 million in fixed rate debt. Our debt instruments were entered into for other than trading purposes. A change in interest rates on fixed rate debt impacts its fair value but has no impact on interest incurred or cash flows.

The following table summarizes annual debt maturities and average interest rates on our outstanding debt as of September 30, 2024:


	Year Ending December 31,
	2024			2025			2026		2027		2028			Total
Fixed rate debt	$	438,975			$	1,856,855		$	1,952,215		$	2,052,475			$	98,747,179		$	105,047,699
Average interest rate		4.94	%			4.94	%		4.94	%		4.94	%			4.94	%		4.94	%

ITEM 4. CONTROLSAND 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 September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHERINFORMATION

ITEM 1. LEGAL PROCEEDINGS

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, 2023.

We have incurred net income to date and have an accumulated deficit.

We incurred net income attributable to common stockholders of approximately $19.5 million for the nine months ended September 30, 2024. Our accumulated deficit was approximately $60.6 million as of September 30, 2024. Given that (i) we are in our operational stage and (ii) due to COVID-19 we terminated our Public Offering, we currently have no plans to acquire any additional properties.

Our real estate investments are concentrated in senior housing properties, and we may be negatively impacted by adverse trends in the senior housing industry.

As of July 31, 2024, we owned four senior housing properties. On July 31, 2024, we sold the Fayetteville property for $72.25 million. The disposal of the Fayetteville property represents a strategic shift in our business as we will no longer own or operate student housing communities and no longer diversify our investments by multiple asset classes. We are subject to risks inherent in concentrating investments in real estate and, in particular, senior housing properties. Therefore, a negative impact on the economy or the senior housing industry in which our properties and businesses operate, could particularly negatively affect our operation and our ability to pay distributions to our stockholders.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)

None.

(b)

Not applicable.

(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 prospectus and publicly filed documents. During the three months ended September 30, 2024, we did not redeem any shares.

ITEM 3. DEFAULTS UPONSENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHERINFORMATION

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.

EXHIBIT INDEX

The following exhibits are included in this report on Form 10-Q for the period ended September 30, 2024 (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

10.2	Fayetteville Sale Agreement, dated June 7, 2024, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K, filed on June 13, 2024, 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 Months Ended September 30, 2024, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Deficit and Temporary Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

104*	The cover page from the Strategic Student & Senior Housing Trust, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, has been formatted in Inline XBRL.

* Filed herewith.

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: November 8, 2024	By:	/s/ Matt F. Lopez
		Matt F. Lopez
		Chief Financial Officer, Treasurer, and Secretary
		(Principal Financial and Accounting Officer)

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