Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 25, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 000-56165 | ||
Entity Registrant Name | Cottonwood Communities, Inc. | ||
Entity Incorporation, State or Country Code | MD | ||
Entity Tax Identification Number | 61-1805524 | ||
Entity Address, Address Line One | 1245 Brickyard Road, Suite 250 | ||
Entity Address, City or Town | Salt Lake City | ||
Entity Address, State or Province | UT | ||
Entity Address, Postal Zip Code | 84106 | ||
City Area Code | (801) | ||
Local Phone Number | 278-0700 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Central Index Key | 0001692951 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Class A | |||
Document Information [Line Items] | |||
Title of 12(g) Security | Class A common stock, $0.01 par value per share | ||
Entity Common Stock Outstanding (in shares) | 12,214,771 | ||
Common Class T | |||
Document Information [Line Items] | |||
Title of 12(g) Security | Class T common stock, $0.01 par value per share | ||
Entity Common Stock Outstanding (in shares) | 17,518 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Real estate assets, net | $ 161,091,994 | $ 63,905,651 |
Investments in unconsolidated real estate entities | 30,000,461 | 4,961,868 |
Real estate note investment, net | 8,254,736 | 2,059,309 |
Cash and cash equivalents | 4,361,564 | 47,549,804 |
Restricted cash | 271,240 | 192,190 |
Other assets | 824,687 | 707,524 |
Total assets | 204,804,682 | 119,376,346 |
Liabilities | ||
Credit facilities, net | 70,319,868 | 34,990,146 |
Preferred stock, net | 29,824,988 | 809,478 |
Related party payables | 580,983 | 287,561 |
Accounts payable, accrued expenses and other liabilities | 1,995,117 | 992,689 |
Total liabilities | 102,720,956 | 37,079,874 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity | ||
Common stock, $0.01 par value, 1,000,000,000 shares authorized; 12,232,289 and 8,851,759 shares issued and outstanding at December 31, 2020 and 2019, respectively | 122,323 | 88,518 |
Additional paid-in capital | 121,676,787 | 87,973,949 |
Accumulated distributions | (7,767,642) | (2,369,592) |
Accumulated deficit | (11,947,742) | (3,396,403) |
Total stockholders' equity | 102,083,726 | 82,296,472 |
Total liabilities and stockholders' equity | $ 204,804,682 | $ 119,376,346 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 12,232,289 | 8,851,759 |
Common stock, shares outstanding (in shares) | 12,232,289 | 8,851,759 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | ||
Rental and other property revenues | $ 10,748,748 | $ 2,797,475 |
Real estate note investment interest | 575,839 | 44,777 |
Total revenues | 11,324,587 | 2,842,252 |
Expenses | ||
Property operations expense | 4,569,857 | 1,428,925 |
Reimbursable operating expenses to related parties | 1,029,920 | 541,652 |
Asset management fee to related party | 2,799,466 | 811,395 |
Depreciation and amortization | 6,966,232 | 2,738,190 |
General and administrative expenses | 3,353,892 | 876,808 |
Total operating expenses | 18,719,367 | 6,396,970 |
Other income (expense) | ||
Equity in earnings of unconsolidated real estate entities | 2,113,386 | 272,805 |
Interest income | 198,003 | 492,542 |
Interest expense | (3,665,345) | (916,626) |
Total other expense | (1,353,956) | (151,279) |
Total expenses before asset management fee waiver | (20,073,323) | (6,548,249) |
Asset management fee waived by Advisor | 197,397 | 409,803 |
Net expenses after asset management fee waiver | (19,875,926) | (6,138,446) |
Net loss | $ (8,551,339) | $ (3,296,194) |
Weighted-average shares outstanding (in shares) | 10,781,487 | 4,711,343 |
Net loss per common share - basic and diluted (in USD per share) | $ (0.79) | $ (0.70) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Distributions | Accumulated Deficit |
Common stock at beginning of period (in shares) at Dec. 31, 2018 | 366,654 | ||||
Common stock at beginning of period at Dec. 31, 2018 | $ 3,565,691 | $ 3,667 | $ 3,662,233 | $ 0 | $ (100,209) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock (in shares) | 8,485,105 | ||||
Issuance of common stock | $ 84,396,567 | $ 84,851 | 84,311,716 | ||
Common stock repurchases (in shares) | 0 | ||||
Distributions to investors | $ (2,369,592) | (2,369,592) | |||
Net loss | $ (3,296,194) | (3,296,194) | |||
Common stock at end of period (in shares) at Dec. 31, 2019 | 8,851,759 | 8,851,759 | |||
Common stock at end of period at Dec. 31, 2019 | $ 82,296,472 | $ 88,518 | 87,973,949 | (2,369,592) | (3,396,403) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock (in shares) | 3,411,837 | ||||
Issuance of common stock | 33,934,256 | $ 34,118 | 33,900,138 | ||
Common stock repurchases (in shares) | (31,307) | ||||
Common stock repurchases | (268,613) | $ (313) | (268,300) | ||
Share based compensation | 71,000 | 71,000 | |||
Distributions to investors | (5,398,050) | (5,398,050) | |||
Net loss | $ (8,551,339) | (8,551,339) | |||
Common stock at end of period (in shares) at Dec. 31, 2020 | 12,232,289 | 12,232,289 | |||
Common stock at end of period at Dec. 31, 2020 | $ 102,083,726 | $ 122,323 | $ 121,676,787 | $ (7,767,642) | $ (11,947,742) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (8,551,339) | $ (3,296,194) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 6,966,232 | 2,738,190 |
Equity in earnings | (2,113,386) | (272,805) |
Amortization of real estate note investment issuance cost | 48,766 | 19,904 |
Amortization of debt issuance costs | 213,243 | 62,248 |
Noncash interest expense on preferred stock | 467,646 | 4,047 |
Share based compensation | 71,000 | 0 |
Changes in operating assets and liabilities: | ||
Other assets | (646,063) | (5,153) |
Related party payables | 293,422 | 158,944 |
Accounts payable, accrued expenses and other liabilities | 434,795 | 131,677 |
Net cash used in operating activities | (2,815,684) | (459,142) |
Cash flows from investing activities: | ||
Acquisitions of real estate | (53,904,597) | (31,171,298) |
Capital improvements to real estate | (210,173) | (190,488) |
Investments in unconsolidated real estate entities | (22,925,207) | (4,689,063) |
Issuance of real estate note investment including issuance costs | (6,244,193) | (2,079,213) |
Net cash used in investing activities | (83,284,170) | (38,130,062) |
Cash flows from financing activities: | ||
Proceeds from line of credit | 12,000,000 | 0 |
Repayments of line of credit | (26,500,000) | 0 |
Proceeds from issuance of preferred stock | 28,547,864 | 805,431 |
Proceeds from issuance of common stock | 33,356,790 | 83,722,064 |
Common stock repurchases | (268,613) | 0 |
Distributions to common stockholders | (4,145,377) | (1,602,472) |
Net cash provided by financing activities | 42,990,664 | 82,925,023 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (43,109,190) | 44,335,819 |
Total cash and cash equivalents and restricted cash | 4,632,804 | 47,741,994 |
Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets: | ||
Cash and cash equivalents | 4,361,564 | 47,549,804 |
Restricted cash | 271,240 | 192,190 |
Total cash and cash equivalents and restricted cash | 4,632,804 | 47,741,994 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 2,779,458 | 726,949 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Credit facilities entered into in conjunction with acquisition of real estate | 49,616,479 | 35,995,000 |
Assumption of liabilities in connection with acquisition of real estate | 0 | 452,639 |
Proceeds receivable for issuance of common stock | 0 | 528,900 |
Issuance of common stock through dividend reinvestment program | 1,106,366 | 401,603 |
Common stock distributions declared but not yet paid | $ 511,824 | $ 365,517 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business Cottonwood Communities, Inc. (the "Company," we," "our," or "us") is a Maryland corporation and a real estate investment trust ("REIT"). The Company is the sole general partner of Cottonwood Communities O.P., LP, a Delaware limited partnership (the “Operating Partnership”). Unless the context indicates otherwise, the “Company,” “we,” “our” or “us” refers to Cottonwood Communities, Inc. and its consolidated subsidiaries, including the Operating Partnership. We invest in stabilized multifamily apartment communities and other real estate related assets, such as mezzanine loans and preferred equity investments in multifamily apartment community developments, throughout the United States. Substantially all of our business is conducted through the Operating Partnership. We have registered $750,000,000 in shares in the Offering, consisting of $675,000,000 of shares of common stock offered in our primary offering and $75,000,000 in shares of common stock pursuant to the DRP Offering at a purchase price of $10.00 per share (with discounts available to certain categories of purchasers) in both the primary and DRP Offering. Common stock has two classes, Class A and Class T. The share classes have a different selling commission structure; however, these offering-related expenses are being paid by our advisor without reimbursement by us. The Offering commenced in August 2018 and is currently suspended as of December 2020 while we pursue the proposed mergers described in Note 14 . On November 8, 2019, we launched the Private Offering, a private placement offering exempt from registration under the Securities Act for which we initially offered a maximum of $50,000,000 in shares of Series 2019 Preferred Stock to accredited investors at a purchase price of $10.00 per share. Offering-related expenses in the Private Offering are paid by us from gross offering proceeds. On March 23, 2021, our board of directors approved an increase in the size of the offering to $100,000,000. We are externally managed and have no employees. From August 13, 2018 to March 1, 2019, Cottonwood Communities Management, LLC, an affiliate of Cottonwood Residential O.P., LP ("CROP"), acted as our advisor and our property manager. Effective March 1, 2019, CC Advisors III, LLC (our “advisor”), also an affiliate of CROP, became our advisor. Cottonwood Communities Management, LLC (our "property manager") continues to act as property manager for our multifamily apartment communities. As of December 31, 2020, we have raised approximately $121,997,000 of common stock and approximately $32,933,000 of Series 2019 Preferred Stock. We own two multifamily apartment communities, one in West Palm Beach, Florida and the second in Norwood, Massachusetts; have issued a B Note secured by a deed of trust on a multifamily development project in Allen, Texas; and have made preferred equity investments in three multifamily development projects in Ybor City, Florida, in Queens, New York, and in West Sacramento, California. Subsequent to December 31, 2020, and as described in Note 14 , we have entered into merger agreements to acquire each of Cottonwood Residential II, Inc. (“CRII”), Cottonwood Multifamily REIT I, Inc. ("CMRI"), and Cottonwood Multifamily REIT II, Inc. ("CMRII"). COVID-19 Pandemic One of the most significant risks and uncertainties facing the real estate industry generally continues to be the effect of the ongoing public health crisis of the novel coronavirus disease (COVID-19) pandemic. During the year ended December 31, 2020, we did not experience significant disruptions in our operations from the COVID-19 pandemic; however we continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business, including how the pandemic will impact our tenants and multifamily communities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with GAAP. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Investments in Real Estate In accordance with the guidance for business combinations, we determine whether the acquisition of a property qualifies as a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the property acquired does not constitute a business, we account for the transaction as an asset acquisition. When substantially all of the fair value of the gross assets to be acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the asset or set of assets is not a business. All property acquisitions to date have been accounted for as asset acquisitions. We account for asset acquisitions by allocating the total cost to the individual assets acquired and liabilities assumed on a relative fair value basis. Transaction costs associated with the acquisition of a property are capitalized as incurred and are allocated to land, building, furniture, fixtures and equipment and intangible assets on a relative fair value basis. Real estate assets and liabilities include land, building, furniture, fixtures and equipment, other personal property, in-place lease intangibles and debt. The fair values are determined using methods similar to those used by independent appraisers, and include using replacement cost estimates less depreciation, discounted cash flows, market comparisons, and direct capitalization of net operating income. Real Estate Assets, Net We state real estate assets at cost, less accumulated depreciation and amortization. We capitalize costs related to the development, construction, improvement, and significant renovation of properties, which include capital replacements such as scheduled carpet replacement, new roofs, HVAC units, plumbing, concrete, masonry and other paving, pools and various exterior building improvements. We compute depreciation on a straight-line basis over the estimated useful lives of the related assets. Intangible assets are amortized to depreciation and amortization over the remaining lease term. The useful lives of our real estate assets are as follows (in years): Land improvements 5 - 15 Buildings 30 Building improvements 5 - 15 Furniture, fixtures and equipment 5 - 15 Intangible assets Over lease term We expense ordinary maintenance and repairs to operations as incurred. We capitalize significant renovations and improvements that improve and/or extend the useful life of an asset and amortize over their estimated useful life, generally five Impairment of long-lived assets Long-lived assets include real estate assets, acquired intangible assets, and real estate note investments. Intangible assets are amortized on a straight-line basis over their estimated useful lives. On an annual basis, we assess potential impairment indicators of long-lived assets. We also review for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Indicators that may cause an impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results and significant market or economic trends. When we determine the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more of the above indicators, we determine recoverability by comparing the carrying amount of the asset to the net future undiscounted cash flows the asset is expected to generate. We recognize, if appropriate, an impairment equal to the amount by which the carrying amount exceeds the fair value of the asset. No impairment losses were recognized for the years ended December 31, 2020 and 2019 related to our long-lived assets. Investments in Unconsolidated Real Estate Entities Real estate investments where we have significant noncontrolling influence are accounted for under the equity method. Our equity method investments in unconsolidated real estate entities are recorded at cost, adjusted for our share of equity in earnings for each period, and reduced by distributions. We assess potential impairment of investments in unconsolidated real estate entities whenever events or changes in circumstances indicate that the fair value of the investment is less than its carrying value. To the extent impairment has occurred, and is not considered temporary, the impairment is measured as the excess of the carrying amount of the investment over the fair value of the investment. No impairment losses were recognized for the years ended December 31, 2020 and 2019 related to our investments in unconsolidated real estate entities. Evaluation of Acquisition, Construction and Development Investments We evaluate our note investments at the time of origination to determine whether these arrangements represent, in economic substance, an investment in real estate or a loan using the guidance for acquisition, development, and construction (“ADC”) arrangements. This includes evaluating the risks and rewards of each arrangement and the characteristics of an owner of real estate versus those of a lender. Real Estate Note Investment We carry our real estate note investment at amortized cost with an assessment made for impairment in the event recoverability of the principal amount becomes doubtful. If, upon testing for impairment, the fair value result of the real estate note investment or its collateral is lower than the carrying amount of the note, an allowance is recorded to lower the carrying amount to fair value, with a loss recorded in earnings. The amortized cost of our real estate note investment on the consolidated balance sheets consists of drawn amounts on the notes, net of unamortized costs and fees directly associated with the origination of the note. Costs we incur associated with originating real estate note investments are deferred and amortized on a straight-line basis, which approximates the effective interest method, over the term of the corresponding real estate note investment as an adjustment to interest income and are reflected on our consolidated statements of operations as real estate note investment interest. Interest income on our real estate note investment is recognized on an accrual basis over the life of the note and is being collected monthly. Cash and Cash Equivalents We consider all cash on deposit, money market funds and short-term investments with original maturities of three months or less to be cash and cash equivalents. Cash and cash equivalents consist of amounts the Company has on deposit with major commercial financial institutions. Restricted Cash Restricted cash includes residents' security deposits, utility deposits, and escrow deposits held by the lender for property related items. Preferred Stock Series 2019 Preferred Stock is described in Note 8 . The instrument is classified as a liability on the consolidated balance sheet due to the mandatory redemption feature of the instrument on a fixed date for a fixed amount. Preferred stock distributions are recorded as interest expense. Debt Financing Costs Debt financing costs are presented as a direct deduction from the carrying amount of the associated liability, which includes our credit facilities and preferred stock. Debt financing costs are amortized over the life of the related liability through interest expense. Rental and Other Property Revenues Revenue related to leases is recognized on an accrual basis when due from residents. Rental payments are generally due on a monthly basis and recognized on a straight-line basis over the noncancellable lease term because collection of the lease payments was probable at lease commencement. Our leases with residents may also provide that the resident reimburse us for certain costs, primarily the resident’s share of utilities expenses, incurred by the apartment community. These services represent non-lease components in a contract as we transfer a service to the lessee other than the right to use the underlying asset. We have elected the practical expedient under the GAAP leasing standard to not separate lease and non-lease components from our lease contracts as the timing and pattern of revenue recognition for the non-lease component and related lease component are the same and the combined single lease component would be classified as an operating lease. Income Taxes We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, beginning with the year ending December 31, 2019. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our taxable income to our stockholders. As a REIT, we generally are not subject to federal corporate income tax on that portion of our taxable income that is currently distributed to stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants relief under certain statutory provisions. Such an event could materially and adversely affect our net income and net cash available for distribution to stockholders. However, we intend to organize and operate in such a manner as to qualify for treatment as a REIT. Organization and Offering Costs Organization costs include all expenses incurred in connection with our formation, including but not limited to legal fees and other costs to incorporate. Offering costs include all expenses incurred in connection with any offering of our shares, including legal, accounting, printing, mailing and filing fees, escrow charges and transfer agent fees, dealer manager fees and selling commissions. All organization and offering costs in connection with the Offering are paid by our advisor. We will not incur any liability for or reimburse our advisor for any of these organizational and offering costs related to the Offering. As of December 31, 2020, organization and offering costs incurred by our advisor in connection with the Offering were approximately $14,096,000. Organization and offering costs for the Private Offering are borne by us. As of December 31, 2020, organization and offering costs incurred by us in connection with the Private Offering were approximately $3,580,000. Recent Accounting Pronouncements The following table provides a brief description of recent accounting pronouncements that could have a material effect on our consolidated financial statements: Standard Description Required date of adoption Effect on the Financial Statements or Other Significant Matters ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments This ASU requires entities to estimate a lifetime expected credit loss for most financial assets, including trade and other receivables and other long term financings including available for sale and held-to-maturity debt securities, and loans. Subsequently, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, which amends the scope of ASU 2016-13 and clarified that receivables arising from operating leases are not within the scope of the standard and should continue to be accounted for in accordance with the leases standard (Topic 842). January 1, 2023 ASU 2016-13 affects entities holding financial assets and net investments in leases that are not accounted for at fair value through net income. The amendments in ASU 2016-13 require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. We are evaluating the impact of adopting ASU 2016-13 on our financial statements. |
Real Estate Assets, Net
Real Estate Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Real Estate Assets, Net | Real Estate Assets, Net The following table summarizes the carrying amounts of our consolidated real estate assets: December 31, 2020 December 31, 2019 Building and building improvements $ 134,822,291 $ 52,466,583 Land and land improvements 28,182,025 10,658,155 Furniture, fixtures and equipment 3,983,344 2,015,778 Intangible assets 3,808,756 1,503,325 170,796,416 66,643,841 Less: Accumulated depreciation and amortization (9,704,422) (2,738,190) Real estate assets, net $ 161,091,994 $ 63,905,651 Asset acquisitions During 2020, we acquired Cottonwood One Upland, a multifamily community in Norwood, Massachusetts for $103,600,000, excluding closing costs. Acquired assets and liabilities were recorded at relative fair value as an asset acquisition ( Note 2 ). The purchase price allocation of the real estate assets acquired during the year ended December 31, 2020 is as follows: Allocated Amounts Property Building Land Land Improvements Personal Property Intangible Total Cottonwood One Upland $ 82,145,536 $ 14,514,535 $ 3,009,335 $ 1,967,566 $ 2,305,430 $ 103,942,402 The weighted-average amortization period for the intangible lease assets acquired in connection with the Cottonwood One Upland acquisition was 0.5 years after the March 19, 2020 acquisition date. As such, the intangible lease assets acquired from the Cottonwood One Upland acquisition have been fully amortized by December 31, 2020. During 2019, we acquired Cottonwood West Palm, a multifamily community in West Palm Beach, Florida for $66,923,500. Acquired assets and liabilities were recorded at relative fair value as an asset acquisition ( Note 2 ). The purchase price allocation of the real estate assets acquired during the year ended December 31, 2019 is as follows: Allocated Amounts Property Building Land Land Improvements Personal Property Intangible Total Cottonwood West Palm $52,276,096 $9,379,895 $1,278,260 $2,015,778 $1,503,325 $66,453,354 |
Investments in Unconsolidated R
Investments in Unconsolidated Real Estate | 12 Months Ended |
Dec. 31, 2020 | |
Real Estate [Abstract] | |
Investments in Unconsolidated Real Estate Entities | Investments in Unconsolidated Real Estate Entities Our investments in unconsolidated real estate consist of preferred equity investments in development projects, and are summarized as follows: Development Location Units Commitment Date Preferred Return Total Commitment Amount Funded to Date Lector85 Ybor City, FL 254 08/15/2019 13 % (1) $ 9,900,000 $ 9,900,000 Vernon Boulevard Queens, NY 534 07/23/2020 13 % (2) 15,000,000 15,000,000 Riverfront West Sacramento, CA 285 11/30/2020 16 % 15,091,649 2,680,148 Total $ 39,991,649 $ 27,580,148 (1) Will be reduced to 10% annually upon the later to occur of (i) stabilization of the development project or (ii) the one-year anniversary of the receipt of all temporary certificates of occupancy subject to certain financial conditions being satisfied. (2) Return also includes a profit participation upon a liquidity event, pari passu alongside the preferred equity contribution from the Preferred Co-Investor. Lector85 Investment The Lector85 Investment is through a joint venture with Milhaus, LLC ("Milhaus"). Milhaus is using the Lector85 Investment, along with a $34,000,000 construction loan and equity of $9,300,000 to develop Lector85, a multifamily project in Ybor City, FL. The Lector85 Investment was drawn upon in stages as needed throughout the construction of the project. Subject to one twelve-month extension option, the redemption date is no earlier than two years after the receipt of all temporary certificates of occupancy for the development project (the “Redemption Lockout Date”) but no later than the earlier of (i) the payment in full of the construction loan, if the loan is repaid after the Redemption Lockout Date, or (ii) the construction loan maturity date, if the loan is not refinanced prior to the Redemption Lockout Date. Under those terms the latest redemption date would be August 15, 2024. The investment also has a special preferred return of $200,000 to be paid upon redemption. Vernon Boulevard Investment We and a publicly-traded multifamily REIT (the “Preferred Co-Investor”) invested in an entity that is developing a three-building multifamily apartment community in the Astoria neighborhood of Queens, New York (the “Vernon Project”). The Vernon Boulevard Investment is our preferred contribution of $15,000,000. The Preferred Co-Investor contributed $40,000,000. In connection with our investment, we entered a joint venture agreement with the Preferred Co-Investor, an entity owned by a New York-based real estate development, investment and management firm (the “Developer”), and a foreign fund. The Developer contributed approximately $62,000,000 in common equity and is the manager of the joint venture. Decisions of the members require approval of a majority in interest of the preferred equity holders and a majority in interest of the common holders. The Vernon Boulevard Investment has an expected redemption of July 2025 and is senior to the common equity. Additional funding for the Vernon Project will come from a $225,000,000 construction loan. The total development cost is estimated to be approximately $342,000,000. Riverfront Investment The Riverfront Investment is in an entity formed to invest in the development of a multifamily apartment community in West Sacramento, California (the “Riverfront Project”). A global real estate investment firm ("the Riverfront Sponsor") is the manager of the entity and contributed $16,800,000 in common equity. Affiliated companies of the Riverfront Sponsor are responsible for the development of the Riverfront Project and managing it upon completion. We are committed to providing up to $15,091,649 in preferred equity, including the amounts already funded. The Riverfront Sponsor has the option to redeem our interest and we have a put option to sell our interest after specified periods and events designation in the agreement. The Riverfront Investment is senior to the common equity. Additional funding for the Riverfront Project will come from a $55,400,000 construction loan and a $15,300,000 senior preferred equity investment. The total development cost is estimated to be approximately $102,600,000. The preferred equity investments are accounted for under the equity method of accounting. The agreements governing these preferred equity investments have liquidation rights and priorities that are different from ownership percentages. As such, equity in earnings is determined using the hypothetical liquidation book value ("HLBV") method. Income or loss is recorded based on changes in what would be received should the entity liquidate all of its assets (as valued in accordance with GAAP) and distribute the resulting proceeds based on the terms of the respective agreements. The HLBV method is a balance sheet focused approach commonly applied to equity investments where cash distribution percentages vary at different points in time and are not directly linked to an equity holder’s ownership percentage. For the year ended December 31, 2020, we recorded equity in earnings from the Lector85 Investment of $1,223,221, equity in earnings from the Vernon Boulevard Investment of $852,047, and equity in earnings from the Riverfront Investment of $38,118. For the year ended December 31, 2019, we had equity in earnings from the Lector85 Investment of $272,805. Dolce B Note During the years ended December 31, 2020 and 2019, we issued $6,412,091 and $1,793,771, respectively, of our $10,000,000 B note to a developer (the "Dolce B Note"), bringing the total amount issued to $8,205,862. Our commitment could rise to $10,500,000 in certain circumstances. The developer is using the proceeds from the Dolce B Note, additional financing in the amount of up to $45,500,000 (the “Dolce A Note”) and $17,900,000 in common equity to develop Dolce Twin Creeks, Phase II, a 366-unit multifamily project in Allen Texas that includes medical office space. The Dolce B Note bears interest at a rate of 9.5% plus 1-month LIBOR and is being drawn in stages as needed throughout the construction of the project. The Dolce B Note includes a 1-month LIBOR floor equal to 2.5%, resulting in an interest rate floor equal to 12% and matures on December 31, 2021, with two six-month extension options. Prior to maturity, the borrower is required to make monthly interest only payments with principal due at maturity. Prepayment is permitted in whole but not in part subject to certain prepayment fees, with certain exceptions. |
Real Estate Note Investments
Real Estate Note Investments | 12 Months Ended |
Dec. 31, 2020 | |
Real Estate [Abstract] | |
Real Estate Note Investment | Investments in Unconsolidated Real Estate Entities Our investments in unconsolidated real estate consist of preferred equity investments in development projects, and are summarized as follows: Development Location Units Commitment Date Preferred Return Total Commitment Amount Funded to Date Lector85 Ybor City, FL 254 08/15/2019 13 % (1) $ 9,900,000 $ 9,900,000 Vernon Boulevard Queens, NY 534 07/23/2020 13 % (2) 15,000,000 15,000,000 Riverfront West Sacramento, CA 285 11/30/2020 16 % 15,091,649 2,680,148 Total $ 39,991,649 $ 27,580,148 (1) Will be reduced to 10% annually upon the later to occur of (i) stabilization of the development project or (ii) the one-year anniversary of the receipt of all temporary certificates of occupancy subject to certain financial conditions being satisfied. (2) Return also includes a profit participation upon a liquidity event, pari passu alongside the preferred equity contribution from the Preferred Co-Investor. Lector85 Investment The Lector85 Investment is through a joint venture with Milhaus, LLC ("Milhaus"). Milhaus is using the Lector85 Investment, along with a $34,000,000 construction loan and equity of $9,300,000 to develop Lector85, a multifamily project in Ybor City, FL. The Lector85 Investment was drawn upon in stages as needed throughout the construction of the project. Subject to one twelve-month extension option, the redemption date is no earlier than two years after the receipt of all temporary certificates of occupancy for the development project (the “Redemption Lockout Date”) but no later than the earlier of (i) the payment in full of the construction loan, if the loan is repaid after the Redemption Lockout Date, or (ii) the construction loan maturity date, if the loan is not refinanced prior to the Redemption Lockout Date. Under those terms the latest redemption date would be August 15, 2024. The investment also has a special preferred return of $200,000 to be paid upon redemption. Vernon Boulevard Investment We and a publicly-traded multifamily REIT (the “Preferred Co-Investor”) invested in an entity that is developing a three-building multifamily apartment community in the Astoria neighborhood of Queens, New York (the “Vernon Project”). The Vernon Boulevard Investment is our preferred contribution of $15,000,000. The Preferred Co-Investor contributed $40,000,000. In connection with our investment, we entered a joint venture agreement with the Preferred Co-Investor, an entity owned by a New York-based real estate development, investment and management firm (the “Developer”), and a foreign fund. The Developer contributed approximately $62,000,000 in common equity and is the manager of the joint venture. Decisions of the members require approval of a majority in interest of the preferred equity holders and a majority in interest of the common holders. The Vernon Boulevard Investment has an expected redemption of July 2025 and is senior to the common equity. Additional funding for the Vernon Project will come from a $225,000,000 construction loan. The total development cost is estimated to be approximately $342,000,000. Riverfront Investment The Riverfront Investment is in an entity formed to invest in the development of a multifamily apartment community in West Sacramento, California (the “Riverfront Project”). A global real estate investment firm ("the Riverfront Sponsor") is the manager of the entity and contributed $16,800,000 in common equity. Affiliated companies of the Riverfront Sponsor are responsible for the development of the Riverfront Project and managing it upon completion. We are committed to providing up to $15,091,649 in preferred equity, including the amounts already funded. The Riverfront Sponsor has the option to redeem our interest and we have a put option to sell our interest after specified periods and events designation in the agreement. The Riverfront Investment is senior to the common equity. Additional funding for the Riverfront Project will come from a $55,400,000 construction loan and a $15,300,000 senior preferred equity investment. The total development cost is estimated to be approximately $102,600,000. The preferred equity investments are accounted for under the equity method of accounting. The agreements governing these preferred equity investments have liquidation rights and priorities that are different from ownership percentages. As such, equity in earnings is determined using the hypothetical liquidation book value ("HLBV") method. Income or loss is recorded based on changes in what would be received should the entity liquidate all of its assets (as valued in accordance with GAAP) and distribute the resulting proceeds based on the terms of the respective agreements. The HLBV method is a balance sheet focused approach commonly applied to equity investments where cash distribution percentages vary at different points in time and are not directly linked to an equity holder’s ownership percentage. For the year ended December 31, 2020, we recorded equity in earnings from the Lector85 Investment of $1,223,221, equity in earnings from the Vernon Boulevard Investment of $852,047, and equity in earnings from the Riverfront Investment of $38,118. For the year ended December 31, 2019, we had equity in earnings from the Lector85 Investment of $272,805. Dolce B Note During the years ended December 31, 2020 and 2019, we issued $6,412,091 and $1,793,771, respectively, of our $10,000,000 B note to a developer (the "Dolce B Note"), bringing the total amount issued to $8,205,862. Our commitment could rise to $10,500,000 in certain circumstances. The developer is using the proceeds from the Dolce B Note, additional financing in the amount of up to $45,500,000 (the “Dolce A Note”) and $17,900,000 in common equity to develop Dolce Twin Creeks, Phase II, a 366-unit multifamily project in Allen Texas that includes medical office space. The Dolce B Note bears interest at a rate of 9.5% plus 1-month LIBOR and is being drawn in stages as needed throughout the construction of the project. The Dolce B Note includes a 1-month LIBOR floor equal to 2.5%, resulting in an interest rate floor equal to 12% and matures on December 31, 2021, with two six-month extension options. Prior to maturity, the borrower is required to make monthly interest only payments with principal due at maturity. Prepayment is permitted in whole but not in part subject to certain prepayment fees, with certain exceptions. |
Credit Facilities
Credit Facilities | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Credit Facilities | Credit Facilities Information regarding secured credit facilities of our wholly owned investments is as follows: December 31, Property Name Debt Issuer Maturity Date Payment Type Rate 2020 2019 Cottonwood West Palm Berkadia Commercial Mortgage, LLC June 1, 2029 Interest Only 3.93% $ 35,995,000 (3) $ 35,995,000 Cottonwood One Upland J.P. Morgan Chase Bank, N.A. March 19, 2023 (1) Interest Only Libor + 1.50-1.75% (2) 35,500,000 (4) — Total credit facilities 71,495,000 35,995,000 Unamortized debt issuance costs (1,175,132) (1,004,854) Credit facilities, net $ 70,319,868 $ 34,990,146 (1) All or a portion of the amount outstanding can be prepaid at any time and the maturity date can be extended for two one (2) The spread is contingent upon certain debt yield metrics. (3) We may finance other acquisitions through our Berkadia Credit facility. There is no limit on the amount we can draw as long as we maintain certain loan-to-value ratios and other requirements as set forth in the loan documents. (4) We may obtain advances secured against Cottonwood One Upland up to $67,600,000 on our JP Morgan Credit Facility, as well as finance other future acquisitions up to $125,000,000 as long as certain loan-to-value ratios and other requirements are maintained. Should we finance other acquisitions through either of these credit facilities, each advance will be cross-collateralized with other advances within the respective facility. We are permitted to sell the multifamily apartment communities that are secured by the credit facilities individually, provided that certain debt coverage ratios and other requirements within the respective loan agreements are met. We are in compliance with all covenants associated with our outstanding credit facilities as of December 31, 2020. Principal payments on credit facilities for the years subsequent to December 31, 2020, are as follows: Year Total 2021 $ — 2022 — 2023 35,500,000 (1) 2024 — 2025 — Thereafter 35,995,000 $ 71,495,000 (1) The maturity date on the JP Morgan Credit Facility can be extended for two one |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We estimate the fair value of our financial instruments using available market information and valuation methodologies we believe to be appropriate. As of December 31, 2020 and 2019, the fair values of cash and cash equivalents, restricted cash, other assets, related party payables, and accounts payable, accrued expenses and other liabilities approximate their carrying values due to the short-term nature of these instruments. Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. Fair value measurements are categorized into one of three levels of the fair value hierarchy based on the lowest level of significant input used. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Considerable judgment and a high degree of subjectivity are involved in developing these estimates. These estimates may differ from the actual amounts that we could realize upon settlement. The fair value hierarchy is as follows: Level 1 - Quoted (unadjusted) prices in active markets for identical assets or liabilities. Level 2 - Other observable inputs, either directly or indirectly, other than quoted prices included in Level 1, including: • Quoted prices for similar assets/liabilities in active markets; • Quoted prices for identical or similar assets/liabilities in non-active markets (e.g., few transactions, limited information, non-current prices, high variability over time); • Inputs other than quoted prices that are observable for the asset/liability (e.g., interest rates, yield curves, volatilities, default rates); and • Inputs that are derived principally from or corroborated by other observable market data. Level 3 - Unobservable inputs that cannot be corroborated by observable market data. The table below includes the carrying value and fair value for our financial instruments for which it is practicable to estimate fair value: As of December 31, 2020 As of December 31, 2019 Carrying Value Fair Value Carrying Value Fair Value Financial Asset: Real estate note investment $ 8,205,862 $ 8,205,862 $ 1,793,771 $ 1,793,771 Financial Liability: Berkadia Credit Facility $ 35,995,000 $ 38,658,000 $ 35,995,000 $ 37,410,000 JP Morgan Credit Facility $ 35,500,000 $ 35,500,000 $ — $ — Series 2019 Preferred Stock $ 32,932,909 $ 32,932,909 $ 1,198,000 $ 1,198,000 Our real estate note investment, Berkadia Credit Facility, JP Morgan Credit Facility and Series 2019 Preferred Stock are categorized as Level 3 in the fair value hierarchy. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Preferred Stock | Preferred Stock The board of directors is authorized, without approval of common stockholders, to provide for the issuance of preferred stock, in one or more classes or series, with such rights, preferences and privileges as the board of directors approves. Effective November 8, 2019, we initially classified and designated 5,000,000 shares of our authorized but unissued preferred stock as shares of Series 2019 Preferred Stock. The Series 2019 Preferred Stock ranks senior to common stock with respect to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the company. Holders of our Series 2019 Preferred Stock have no voting rights. Subsequent to December 31, 2020, and as described in Note 14 , we increased the size of the offering to 10,000,000 shares. The Series 2019 Preferred Stock receives a fixed preferred dividend based on a cumulative, but not compounded, annual return of 5.5% (based on $10.00 per share), has a fixed redemption date of December 31, 2023 and is classified as a liability on the consolidated balance sheets. We have the option to extend redemption of the Series 2019 Preferred Stock for two one-year extension periods, subject to an increase in the preferred dividend rate to 6.0%. We can also redeem the Series 2019 Preferred Stock early for cash at $10.00 per share plus all accrued and unpaid dividends beginning on January 1, 2022 or upon the occurrence of certain special events. Dividends to preferred stockholders are classified as interest expense on the consolidated statements of operations. During the years ended December 31, 2020 and 2019 we raised approximately $31,735,000 and $1,198,000 of Series 2019 Preferred Stock, respectively. We incurred approximately $823,000 and $2,000 in dividends on our Series 2019 Preferred Stock for the years ended December 31, 2020 and 2019, respectively. We had 3,308,326 and 119,800 shares of Series 2019 Preferred Stock outstanding as of December 31, 2020 and 2019, respectively. The Series 2019 Preferred Stock ranks senior to common stock with respect to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the company. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Our charter authorizes the issuance of up to 1,100,000,000 shares of capital stock, of which 1,000,000,000 shares are designated as common stock at $0.01 par value per share and 100,000,000 are designated as preferred stock at $0.01 par value per share. Common Stock Effective August 13, 2019, we established two classes of common stock by designating 500,000,000 shares of common stock as Class A and 500,000,000 shares of common stock as Class T. In addition, on August 13, 2019, the currently issued and outstanding shares of common stock were renamed as Class A common stock. Both classes have identical rights and privileges. Holders of our Class A and Class T common stock are entitled to receive such distributions as may be declared from time to time by our board of directors out of legally available funds, subject to any preferential rights of outstanding preferred stock. With respect to each authorized and declared distribution, each outstanding share of common stock shall be entitled to receive the same amount. Stockholders are also entitled to one vote per share on all matters submitted to a vote, including the election of directors. As of December 31, 2020, we had 12,232,289 of common stock outstanding, of which 12,214,771 was Class A common stock and 17,518 was Class T common stock, which includes 20,000 Class A shares owned by CROP and 150,762 of combined Class A or Class T shares issued through our distribution reinvestment program. Common Stock Distributions Distributions on our common stock are determined by the board of directors based on our financial condition and other relevant factors. Common stockholders may choose to receive cash distributions or purchase additional shares through our distribution reinvestment plan. We have paid distributions from offering proceeds and from cash flows from operations, and we may continue to fund distributions with offering proceeds. For the year ended December 31, 2020, we paid aggregate distributions of $5,251,743, including $4,145,377 distributions paid in cash and $1,106,366 of distributions reinvested through our distribution reinvestment plan. For the year ended December 31, 2019, we paid aggregate distributions of $2,004,075, including $1,602,472 distributions paid in cash and $401,603 of distributions reinvested through our distribution reinvestment plan. Accrued distributions declared but not yet paid as December 31, 2020 were $511,824. Distributions were $0.50 per common share for the years ended December 31, 2020 and 2019. For the year ended December 31, 2020, 100% (unaudited) of distributions to stockholders were reported as a return of capital or, to the extent they exceed a stockholder’s adjusted tax basis, as gains from the sale or exchange of property. LTIP Unit Awards On March 25, 2020, we amended the agreement of our Operating Partnership effective February 1, 2020 to establish LTIP Units, a new series of partnership units, and to permit the admission of additional limited partners. We also entered into LTIP Unit Award Agreements with certain executive officers and a person associated with the dealer manager for our Offering, awarding 12,438 time-based LTIP Units and a target total of 37,312 performance-based LTIP Units. The time-based LTIP Units vest over a four year period at a rate of 25% each on January 1 of the following years: 2021, 2022, 2023 and 2024. The actual amount of each performance-based award is determined at the conclusion of the performance period, which is December 31, 2022 and will depend on the internal rate of return as defined in the award agreement. The earned performance-based LTIP Units will become fully vested on the first anniversary of the last day of the performance period, subject to continued employment with the advisor or its affiliates. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions Advisory Agreement Our advisor is responsible for making decisions related to the structuring, acquisition, management, financing and disposition of our assets in accordance with our investment objectives, guidelines, policies and limitations. Our advisor also manages day-to-day operations, retains property managers, and performs other duties. These activities are all subject to oversight by our board of directors. Per the terms of our advisory agreement, our advisor is entitled to receive the fees for these services which are mentioned below. Asset Management Fee Our advisor receives an annual asset management fee, paid monthly, in an amount equal to 1.25% of gross assets, as defined in the advisory agreement, as of the last day of the prior month. We incurred asset management fees of $2,799,466 and $811,395 for the years ended December 31, 2020 and 2019, respectively. Our advisor has agreed to waive its asset management fee each month in an amount equivalent to the 6.0% discount provided to those who purchase Class A shares through certain distribution channels as specified in the prospectus for the Offering. This is to ensure that we receive proceeds equivalent to those received for sales of shares outside of these channels. As a result, the asset management fee waived by our advisor for the years ended December 31, 2020 and 2019 was $197,397 and $409,803, respectively. Contingent Acquisition Fee After common stockholders have received, or are deemed to have received (with respect to a merger or a listing), together as a collective group, aggregate distributions sufficient to provide a return of their invested capital, plus a cumulative, noncompounded annual return on their investment (a “Required Return”), our advisor will receive a contingent acquisition fee from us that is a percentage of the cost of investments acquired or originated by us, or the amount to be funded by us to acquire or originate loans, including acquisition and origination expenses and any debt attributable to such investments plus significant capital expenditures related to the development, construction or improvement of the investment as follows: 1% contingent acquisition fee if stockholders receive a 6% Required Return; and 2% additional contingent acquisition fee if stockholders receive a 13% Required Return. The contingent acquisition fee is immediately payable when each Required Return has been met. The fee is based on all assets we have acquired even if no longer in our portfolio. To the extent we acquire any assets after satisfying the return threshold, the contingent acquisition fee will be immediately payable at the closing of the acquisition. If our advisor agreement is terminated before August 13, 2028 for any reason other than our advisor’s fraud, willful misconduct or gross negligence, our advisor will receive a 3% contingent acquisition fee less the amount of any prior payments of contingent acquisition fees to our advisor. No contingent acquisition fees were incurred for the years ended December 31, 2020 and 2019. Contingent Financing Fee After our common stockholders have received, or are deemed to have received (with respect to a merger or a listing), together as a collective group, aggregate distributions sufficient to provide a return of their invested capital, plus a Required Return of 13%, our advisor will receive from us a contingent financing fee of 1% of the original principal amount of any financing obtained or assumed by us. The contingent financing fee is payable upon satisfying the return threshold with respect to any financing obtained or assumed by us prior to satisfaction of the return threshold and at the closing of new financing following satisfaction of the return threshold. If our advisor agreement is terminated before August 13, 2028 for any reason other than the advisor’s fraud, willful misconduct or gross negligence, the payment of the contingent financing fee will be immediately due and payable. No contingent financing fees were incurred for the years ended December 31, 2020 and 2019. Acquisition Expense Reimbursement Subject to the limitations contained in our charter, our advisor receives reimbursement from us for all out-of-pocket expenses incurred in connection with the selection and acquisition or origination of investments, whether or not we ultimately acquire the property or other real estate-related investment. Acquisition expenses reimbursed to our advisor during the years ended December 31, 2020 and 2019 were not significant, as we have generally incurred and paid such expenses directly. Reimbursable Operating Expenses We reimburse our advisor or its affiliates for all actual expenses paid or incurred by our advisor or its affiliates in connection with the services provided to us, including our allocable share of our advisor’s or its affiliates’ overhead, such as rent, personnel costs, utilities, cybersecurity and IT costs; provided, however, that we will not reimburse our advisor or its affiliates for salaries, wages and related benefits of personnel who perform investment advisory services for us or serve as our executive officers. In addition, subject to the approval of our board of directors we may reimburse our advisor or its affiliates for costs and fees associated with providing services to us that we would otherwise engage a third party to provide. Reimbursable company operating expenses were $1,029,920 and $541,652 for the years ended December 31, 2020 and 2019, respectively. Our advisor must reimburse us the amount by which our aggregate total operating expenses for the four fiscal quarters then ended exceed the greater of 2% of our average invested assets or 25% of our net income, unless the conflicts committee has determined that such excess expenses were justified based on unusual and non-recurring factors. Our conflicts committee determined that no reimbursement was required as of December 31, 2020. Property Management Fee Our property manager operates under the terms of separate property management agreements for each community. Our property manager receives from us a property management fee in an amount up to 3.5% of the annual gross revenues of the multifamily apartment communities that it manages. We incurred property management fees of $374,346 and $97,877 for the years ended December 31, 2020 and 2019, respectively. Property management fees are presented within property operations expense on the consolidated statements of operations. Promotional Interest Cottonwood Communities Advisors Promote, LLC, an affiliated entity, will receive from the Operating Partnership a promotional interest equal to 15% of net income and cash distributions, but only after our common stockholders, together as a collective group, receive in the aggregate, cumulative distributions from us sufficient to provide a return of their invested capital plus a 6% cumulative, non-compounded annual return on their invested capital. Cottonwood Communities Advisors Promote, LLC, will not be required to make any capital contributions to our Operating Partnership in order to obtain the promotional interest. In addition, Cottonwood Communities Advisors Promote, LLC will be entitled to a separate one-time payment upon (1) the listing of our common stock on a national securities exchange or (2) the occurrence of certain events that result in the termination or non-renewal of our advisory agreement, in each case for an amount that Cottonwood Communities Advisors Promote, LLC would have been entitled to receive as if our Operating Partnership had disposed of all of its assets at the market value of our shares of common stock as of the date of the event triggering the payment. A separate one-time payment following the termination or non-renewal of our advisory agreement for reasons unrelated to a liquidity event for our common stockholders will be in the form of an interest-bearing promissory note that is payable only after our common stockholders have actually received distributions in the amount required before Cottonwood Communities Advisors Promote, LLC can receive the promotional interest. Provided, however, if the promissory note has not been repaid prior to a liquidity event for our common stockholders, the promissory note shall be paid in full on the date of or immediately prior to the liquidity event. Independent Director Compensation We pay each of our independent directors an annual retainer of $10,000. We also pay our independent directors for attending meetings as follows: (i) $500 for each board meeting attended and (ii) $500 for each committee meeting attended (if held at a different time or place than a board meeting). All directors receive reimbursement of reasonable out of pocket expenses incurred in connection with attendance at meetings of the board of directors. In addition, we will pay each member of our special committee a $70,000 retainer for their service on the special committee, which is discussed below. Special Committee The CCI Special Committee was formed for the purpose of reviewing, considering, investigating, evaluating and, if deemed appropriate by the CCI Special Committee, negotiating the CRII Merger, CMRI Merger, CMRII Merger, or any alternative extraordinary transaction. The members of the CCI Special Committee are Gentry Jensen, R. Brent Hardy and John Lunt, with Gentry Jensen serving as the chairman of the CCI Special Committee. See Note 1 4 for additional information regarding pending mergers. |
Economic Dependency
Economic Dependency | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Economic Dependency | Related-Party Transactions Advisory Agreement Our advisor is responsible for making decisions related to the structuring, acquisition, management, financing and disposition of our assets in accordance with our investment objectives, guidelines, policies and limitations. Our advisor also manages day-to-day operations, retains property managers, and performs other duties. These activities are all subject to oversight by our board of directors. Per the terms of our advisory agreement, our advisor is entitled to receive the fees for these services which are mentioned below. Asset Management Fee Our advisor receives an annual asset management fee, paid monthly, in an amount equal to 1.25% of gross assets, as defined in the advisory agreement, as of the last day of the prior month. We incurred asset management fees of $2,799,466 and $811,395 for the years ended December 31, 2020 and 2019, respectively. Our advisor has agreed to waive its asset management fee each month in an amount equivalent to the 6.0% discount provided to those who purchase Class A shares through certain distribution channels as specified in the prospectus for the Offering. This is to ensure that we receive proceeds equivalent to those received for sales of shares outside of these channels. As a result, the asset management fee waived by our advisor for the years ended December 31, 2020 and 2019 was $197,397 and $409,803, respectively. Contingent Acquisition Fee After common stockholders have received, or are deemed to have received (with respect to a merger or a listing), together as a collective group, aggregate distributions sufficient to provide a return of their invested capital, plus a cumulative, noncompounded annual return on their investment (a “Required Return”), our advisor will receive a contingent acquisition fee from us that is a percentage of the cost of investments acquired or originated by us, or the amount to be funded by us to acquire or originate loans, including acquisition and origination expenses and any debt attributable to such investments plus significant capital expenditures related to the development, construction or improvement of the investment as follows: 1% contingent acquisition fee if stockholders receive a 6% Required Return; and 2% additional contingent acquisition fee if stockholders receive a 13% Required Return. The contingent acquisition fee is immediately payable when each Required Return has been met. The fee is based on all assets we have acquired even if no longer in our portfolio. To the extent we acquire any assets after satisfying the return threshold, the contingent acquisition fee will be immediately payable at the closing of the acquisition. If our advisor agreement is terminated before August 13, 2028 for any reason other than our advisor’s fraud, willful misconduct or gross negligence, our advisor will receive a 3% contingent acquisition fee less the amount of any prior payments of contingent acquisition fees to our advisor. No contingent acquisition fees were incurred for the years ended December 31, 2020 and 2019. Contingent Financing Fee After our common stockholders have received, or are deemed to have received (with respect to a merger or a listing), together as a collective group, aggregate distributions sufficient to provide a return of their invested capital, plus a Required Return of 13%, our advisor will receive from us a contingent financing fee of 1% of the original principal amount of any financing obtained or assumed by us. The contingent financing fee is payable upon satisfying the return threshold with respect to any financing obtained or assumed by us prior to satisfaction of the return threshold and at the closing of new financing following satisfaction of the return threshold. If our advisor agreement is terminated before August 13, 2028 for any reason other than the advisor’s fraud, willful misconduct or gross negligence, the payment of the contingent financing fee will be immediately due and payable. No contingent financing fees were incurred for the years ended December 31, 2020 and 2019. Acquisition Expense Reimbursement Subject to the limitations contained in our charter, our advisor receives reimbursement from us for all out-of-pocket expenses incurred in connection with the selection and acquisition or origination of investments, whether or not we ultimately acquire the property or other real estate-related investment. Acquisition expenses reimbursed to our advisor during the years ended December 31, 2020 and 2019 were not significant, as we have generally incurred and paid such expenses directly. Reimbursable Operating Expenses We reimburse our advisor or its affiliates for all actual expenses paid or incurred by our advisor or its affiliates in connection with the services provided to us, including our allocable share of our advisor’s or its affiliates’ overhead, such as rent, personnel costs, utilities, cybersecurity and IT costs; provided, however, that we will not reimburse our advisor or its affiliates for salaries, wages and related benefits of personnel who perform investment advisory services for us or serve as our executive officers. In addition, subject to the approval of our board of directors we may reimburse our advisor or its affiliates for costs and fees associated with providing services to us that we would otherwise engage a third party to provide. Reimbursable company operating expenses were $1,029,920 and $541,652 for the years ended December 31, 2020 and 2019, respectively. Our advisor must reimburse us the amount by which our aggregate total operating expenses for the four fiscal quarters then ended exceed the greater of 2% of our average invested assets or 25% of our net income, unless the conflicts committee has determined that such excess expenses were justified based on unusual and non-recurring factors. Our conflicts committee determined that no reimbursement was required as of December 31, 2020. Property Management Fee Our property manager operates under the terms of separate property management agreements for each community. Our property manager receives from us a property management fee in an amount up to 3.5% of the annual gross revenues of the multifamily apartment communities that it manages. We incurred property management fees of $374,346 and $97,877 for the years ended December 31, 2020 and 2019, respectively. Property management fees are presented within property operations expense on the consolidated statements of operations. Promotional Interest Cottonwood Communities Advisors Promote, LLC, an affiliated entity, will receive from the Operating Partnership a promotional interest equal to 15% of net income and cash distributions, but only after our common stockholders, together as a collective group, receive in the aggregate, cumulative distributions from us sufficient to provide a return of their invested capital plus a 6% cumulative, non-compounded annual return on their invested capital. Cottonwood Communities Advisors Promote, LLC, will not be required to make any capital contributions to our Operating Partnership in order to obtain the promotional interest. In addition, Cottonwood Communities Advisors Promote, LLC will be entitled to a separate one-time payment upon (1) the listing of our common stock on a national securities exchange or (2) the occurrence of certain events that result in the termination or non-renewal of our advisory agreement, in each case for an amount that Cottonwood Communities Advisors Promote, LLC would have been entitled to receive as if our Operating Partnership had disposed of all of its assets at the market value of our shares of common stock as of the date of the event triggering the payment. A separate one-time payment following the termination or non-renewal of our advisory agreement for reasons unrelated to a liquidity event for our common stockholders will be in the form of an interest-bearing promissory note that is payable only after our common stockholders have actually received distributions in the amount required before Cottonwood Communities Advisors Promote, LLC can receive the promotional interest. Provided, however, if the promissory note has not been repaid prior to a liquidity event for our common stockholders, the promissory note shall be paid in full on the date of or immediately prior to the liquidity event. Independent Director Compensation We pay each of our independent directors an annual retainer of $10,000. We also pay our independent directors for attending meetings as follows: (i) $500 for each board meeting attended and (ii) $500 for each committee meeting attended (if held at a different time or place than a board meeting). All directors receive reimbursement of reasonable out of pocket expenses incurred in connection with attendance at meetings of the board of directors. In addition, we will pay each member of our special committee a $70,000 retainer for their service on the special committee, which is discussed below. Special Committee The CCI Special Committee was formed for the purpose of reviewing, considering, investigating, evaluating and, if deemed appropriate by the CCI Special Committee, negotiating the CRII Merger, CMRI Merger, CMRII Merger, or any alternative extraordinary transaction. The members of the CCI Special Committee are Gentry Jensen, R. Brent Hardy and John Lunt, with Gentry Jensen serving as the chairman of the CCI Special Committee. See Note 1 4 for additional information regarding pending mergers. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of December 31, 2020, we had remaining commitments on our Dolce B Note and on our Riverfront investment of up to approximately $1,794,000 and $12,412,000, respectively. See N o t e 4 and Note 5 for additional information regarding these investments. 2980 Huron Investment On October 25, 2019, we entered into a joint venture agreement to provide $20,000,000 of preferred equity in an entity that purchased land it intended to develop in downtown Denver, Colorado (the "2980 Huron Project"). Pursuant to the terms of the agreement, our obligation to advance funds for our preferred equity membership interest was subject to the satisfaction of certain conditions which were not satisfied. Our contractual obligation to fund our preferred equity investment in the 2980 Huron Project has expired and we are no longer pursuing this investment. Litigation As of December 31, 2020, we were not subject to any material litigation nor were we aware of any material litigation threatened against us. Distribution Reinvestment Plan We have adopted a distribution reinvestment plan whereby common stockholders may elect to have us apply their dividends and other distributions to the purchase of additional shares of common stock. Participants in the plan will acquire common stock at the per share price effective on the date of purchase (currently $10.00). Share Repurchase Programs Series 2019 Preferred Stock Upon the request of a holder of Series 2019 Preferred Stock, we may, at the sole discretion of the board of directors, repurchase their shares at the following prices, which are dependent on how long a redeeming stockholder has held each share: Share Purchase Anniversary Repurchase Price Less than 1 year $8.80 1 year $9.00 2 years $9.20 3 years $9.40 4 years $9.60 5 years $9.80 A stockholder’s death or complete disability, 2 years or more $10.00 No Series 2019 Preferred Stock shares were redeemed during the years ended December 31, 2020 and 2019. Common Stock Our board of directors has adopted a share repurchase program that permits holders of common stock to request, on a quarterly basis, that we repurchase all or any portion of their shares. We may choose to repurchase all, some or none of the shares that have been requested to be repurchased at our discretion, subject to limitations in the share repurchase plan. The total amount of aggregate repurchased shares will be limited to 5% of the weighted average number of shares of common stock outstanding during the prior calendar year. In addition, during any calendar year, we may redeem only the number of shares that we could purchase with the amount of net proceeds from the sale of shares under our distribution reinvestment plan during the prior calendar year. The repurchase price is subject to the following discounts, depending on how long a redeeming stockholder has held each share: Share Purchase Anniversary Repurchase Price as a Percentage of Estimated Value (1) Less than 1 year No repurchase allowed 1 year - 2 years 85% 3 years - 4 years 90% 5 years and thereafter 95% A stockholder’s death or complete disability, less than 2 years 95% A stockholder’s death or complete disability, 2 years or more 100% (1) For the purposes of the share repurchase program, the “estimated value per share” will initially be equal to the purchase price per share at which the original purchaser or purchasers of the shares bought its shares from us, and the purchase price per share will be adjusted to reflect any stock dividends, combinations, splits, recapitalizations or any similar transaction with respect to the shares outstanding. During the year ended December 31, 2020, we redeemed 31,307 and zero shares of Class A and Class T common stock, respectively, pursuant to our share redemption program for $268,613, which was an average repurchase price of $8.58. No shares were redeemed during the years ended December 31, 2019. |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (Unaudited) | Quarterly Financial Information (Unaudited) The following tables present our quarterly results for 2020 and 2019: For the Three Months Ended March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020 Revenues Rental and other property revenues $ 1,539,577 $ 3,011,391 $ 3,054,823 $ 3,142,957 Real estate note investment interest 71,715 117,413 171,746 214,965 Total revenues 1,611,292 3,128,804 3,226,569 3,357,922 Expenses Property operations expense 655,284 1,268,246 1,358,507 1,287,820 Reimbursable operating expenses to related parties 236,509 232,574 263,915 296,922 Asset management fee to related party 449,653 680,656 811,233 857,924 Depreciation and amortization 843,984 2,489,818 2,295,445 1,336,985 General and administrative expenses 230,361 550,352 1,534,590 1,038,589 Total operating expenses 2,415,791 5,221,646 6,263,690 4,818,240 Other income (expense) Equity in earnings of unconsolidated real estate entities 240,096 325,325 708,067 839,898 Interest income 184,884 5,050 6,887 1,182 Interest expense (537,971) (897,013) (1,045,464) (1,184,897) Total other expense (112,991) (566,638) (330,510) (343,817) Total expenses before asset management fee waiver (2,528,782) (5,788,284) (6,594,200) (5,162,057) Asset management fee waived by Advisor 127,440 12,350 48,543 9,064 Net expenses after asset management fee waiver (2,401,342) (5,775,934) (6,545,657) (5,152,993) Net loss $ (790,050) $ (2,647,130) $ (3,319,088) $ (1,795,071) Net loss per common share - basic and diluted $ (0.08) $ (0.25) $ (0.30) $ (0.15) For the Three Months Ended March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019 Revenues Rental and other property revenues $ — $ 367,542 $ 1,180,972 $ 1,248,961 Real estate note investment interest — — 16,699 28,078 Total revenues — 367,542 1,197,671 1,277,039 Expenses Property operations expense — 222,641 661,181 545,103 Reimbursable operating expenses to related parties 125,000 125,485 148,906 142,261 Asset management fee to related party 19,783 137,942 296,126 357,544 Depreciation and amortization — 445,951 1,270,577 1,021,662 General and administrative expenses 118,160 134,198 210,700 413,750 Total operating expenses 262,943 1,066,217 2,587,490 2,480,320 Other income (expense) Equity in earnings of unconsolidated real estate entity — — — 272,805 Interest income 31,432 130,599 137,543 192,968 Interest expense — (134,636) (388,186) (393,804) Total other income (expense) 31,432 (4,037) (250,643) 71,969 Total expenses before asset management fee waiver (231,511) (1,070,254) (2,838,133) (2,408,351) Asset management fee waived by Advisor — — 310,484 99,319 Net expenses after asset management fee waiver (231,511) (1,070,254) (2,527,649) (2,309,032) Net loss $ (231,511) $ (702,712) $ (1,329,978) $ (1,031,993) Net loss per common share - basic and diluted $ (0.26) $ (0.18) $ (0.22) $ (0.12) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events We have evaluated subsequent events up until the date the consolidated financial statements are issued for recognition or disclosure and have determined there are none to be reported or disclosed in the consolidated financial statements other than those mentioned below. Pending Mergers On January 26, 2021, we entered into merger agreements to acquire each of CRII, CMRI, and CMRII. All of the mergers are stock-for-stock transactions whereby each of CRII, CMRI, and CMRII will be merged into a wholly owned subsidiary of us (collectively, the “Mergers”). None of the Mergers are contingent upon the closing of any of the other Mergers; however, under certain circumstances, CMRI and CMRII may opt not to close if the CRII merger does not occur. Each of the Merger is intended to qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Internal Revenue Code of 1986, as amended. If approved by the stockholders and the unitholders, as applicable, and the other closing conditions are met or waived, the mergers will combine four portfolios of multifamily apartment communities and other real estate-related investments located predominantly in growth markets across the United States. We expect the combined company to benefit from improved scale and operating efficiencies, enhanced geographic diversification and expanded access to capital to pursue potential accretive transactions. Further, as a result of the merger with CRII, CRII’s affiliate property manager, which currently manages over 13,000 units, including approximately 8,600 for Cottonwood affiliates (including us), will become wholly owned by us. There is no guarantee that the Mergers will be consummated. Second Amended and Restated Three-Party Agreement Concurrently with the execution of the merger agreement for the merger with CRII, we entered into the Second Amended and Restated Three-Party Agreement by and among us, the Operating Partnership and our advisor, to amend the obligation of our advisor to pay the organization and offering expenses relating to the Offering as well as provide for the entry into an amended and restated advisory agreement with revised compensation upon the closing of the merger with CRII. Pursuant to the Second Amended and Restated Three-Party Agreement, organization and offering costs related to the Offering, with the exception of any costs associated with restructuring the terms of the Offering following the merger with CRII, will continue to be the obligation of our advisor until the amended and restated advisory agreement is executed. After the amended and restated advisory agreement is executed, our advisor will no longer have any obligation to pay the organization and offering expenses related to the Offering except (i) as set forth in the amended and restated advisory agreement, which caps our organization and offering expenses at 15% of gross proceeds in the Offering, and (ii) that the deferred selling commission associated with Class T (which will be renamed and reclassified to Class TX) common shares sold in the Offering as currently structured will continue to be the obligation of our advisor. Status of the Private Offering As of March 25, 2021, we had sold 4,244,388 shares of Series 2019 Preferred Stock for aggregate gross offering proceeds of $42,277,281. In connection with the sale of these shares in the Private Offering, the Company paid aggregate selling commissions of $2,784,995 and placement fees of $819,728. On March 23, 2021, our board of directors approved an increase in the size of the offering to 10,000,000 shares ($100,000,000). Status of the Offering As of March 25, 2021, we had sold 12,214,771 shares of our Class A common stock and 17,518 shares of our Class T common stock in the Offering for aggregate gross offering proceeds of $121,996,723. Included in these amounts were approximately 151,000 shares of common stock sold pursuant to the DRP Offering for aggregate gross offering proceeds of approximately $1,510,000. Dividends Paid - Series 2019 Preferred Stock Subsequent to December 31, 2020 and through the date of this report, we paid $445,065 of dividends to holders of record of Series 2019 Preferred Stock at an effective annual rate of 5.5% on the $10.00 purchase price, assuming distributions are paid every day for a year at the daily distribution rate. Dividends Declared - Series 2019 Preferred Stock On March 23, 2021, our board of directors declared cash distributions at a daily distribution rate of $0.00150685, or 5.5% annually on the $10.00 purchase price, to holders of record of our Series 2019 Preferred Stock for the months of March, April and May 2021. Distributions Paid - Common Stock Subsequent to December 31, 2020 and through the date of this report, we paid $1,500,411 of distributions to our common stockholders at an effective annual rate of 5.0% on the $10.00 purchase price, assuming distributions are paid every day for a year at the daily distribution rate. Distributions Declared - Common Stock On March 23, 2021, our board of directors declared cash distributions at a daily distribution rate of $0.00136986, or 5.0% annually on the $10.00 purchase price, to holders of record of our common stock for the month of March, April and May 2021. Effective December 22, 2020 our board of directors approved the immediate suspension of our share repurchase program while the board of directors evaluated the Mergers. All distributions are currently being paid in cash until the suspension is lifted. Grant of LTIP Unit Awards On February 21, 2021, the compensation committee approved the grant of an aggregate of 17,500 time-based LTIP Units and 52,500 performance-based LTIP units to executive officers. The grants were made on February 28, 2021. Riverfront Amendment In March 2021, we amended our Riverfront partnership agreement in response to a liquidity covenant default by the Riverfront Sponsor. The amendment, among other things, added the Riverfront Sponsor's majority owner as an additional guarantor and provided additional remedies should the Riverfront Sponsor not cure the default by April 30, 2021. On March 25, 2021, the Riverfront Sponsor cured the liquidity default and we funded approximately $2,500,000 toward project costs, bringing our total investment in the project to approximately $5,200,000. Amended and Restated Share Repurchase Program Our board of directors has adopted an amended and restated share repurchase program to be effective following the proposed merger with CRII. The revised share repurchase program provides that we may make monthly redemptions with an aggregate value of up to 5% of our net asset value or "NAV" each quarter. In addition, we have removed the funding restrictions from the share repurchase program. For newly designated share classes purchased after we resume the Offering, the redemption price will be equal to the most recently disclosed monthly NAV, or at 95% of the most recently disclosed NAV if the shares have been held for less than a year. For shares currently outstanding, our Class A and our Class T (which will be renamed and reclassified to Class TX) common stock, the repurchase price will not change except that stockholders may have their shares repurchased at 100% of NAV after a five-year hold period. |
Schedule III - Real Estate and
Schedule III - Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2020 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Schedule III - Real Estate and Accumulated Depreciation | Initial Cost to Company Gross Amount Carried as of Multifamily Apartment Community Location Ownership Percent Number of Units Encumbrances Land Buildings and Improvements Cost Capitalized Subsequent to Acquisition Land Buildings and Improvements Total (1) Accumulated Depreciation and Amortization (2) Date of Construction Date Acquired Cottonwood West Palm West Palm Beach, FL 100.0% 245 $ (35,995,000) $ 9,379,895 $ 57,073,459 $ 248,531 $ 9,379,895 $ 57,321,990 $ 66,701,885 $ (4,829,958) 2018 5/30/2019 Cottonwood One Upland Norwood, MA 100.0% 262 (35,500,000) 14,514,535 89,427,867 152,129 14,514,535 89,579,996 104,094,531 (4,874,464) 2016 3/19/2020 Total 507 $ (71,495,000) $ 23,894,430 $ 146,501,326 $ 400,660 $ 23,894,430 $ 146,901,986 $ 170,796,416 $ (9,704,422) (1) The aggregate cost of real estate for federal income tax purposes was $170,922,363 (unaudited) as of December 31, 2020. (2) Depreciation is recognized on a straight-line basis over the estimated useful asset lives of the related assets, which is 30 years for buildings and ranges from five The following table summarized the changes in our consolidated real estate assets and accumulated depreciation for the years ended December 31, 2020 and 2019: 2020 2019 Real estate assets: Balance at beginning of the year $ 66,643,841 $ — Acquisitions of properties 103,942,402 66,453,353 Improvements 210,173 190,488 Balance at end of the year $ 170,796,416 $ 66,643,841 Accumulated depreciation and amortization: Balance at beginning of the year $ (2,738,190) $ — Depreciation and amortization (6,966,232) (2,738,190) Balance at end of the year $ (9,704,422) $ (2,738,190) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with GAAP. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Investment in Real Estate | Investments in Real Estate In accordance with the guidance for business combinations, we determine whether the acquisition of a property qualifies as a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the property acquired does not constitute a business, we account for the transaction as an asset acquisition. When substantially all of the fair value of the gross assets to be acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the asset or set of assets is not a business. All property acquisitions to date have been accounted for as asset acquisitions. We account for asset acquisitions by allocating the total cost to the individual assets acquired and liabilities assumed on a relative fair value basis. Transaction costs associated with the acquisition of a property are capitalized as incurred and are allocated to land, building, furniture, fixtures and equipment and intangible assets on a relative fair value basis. Real estate assets and liabilities include land, building, furniture, fixtures and equipment, other personal property, in-place lease intangibles and debt. The fair values are determined using methods similar to those used by independent appraisers, and include using replacement cost estimates less depreciation, discounted cash flows, market comparisons, and direct capitalization of net operating income. Real Estate Assets, Net We state real estate assets at cost, less accumulated depreciation and amortization. We capitalize costs related to the development, construction, improvement, and significant renovation of properties, which include capital replacements such as scheduled carpet replacement, new roofs, HVAC units, plumbing, concrete, masonry and other paving, pools and various exterior building improvements. We compute depreciation on a straight-line basis over the estimated useful lives of the related assets. Intangible assets are amortized to depreciation and amortization over the remaining lease term. The useful lives of our real estate assets are as follows (in years): Land improvements 5 - 15 Buildings 30 Building improvements 5 - 15 Furniture, fixtures and equipment 5 - 15 Intangible assets Over lease term We expense ordinary maintenance and repairs to operations as incurred. We capitalize significant renovations and improvements that improve and/or extend the useful life of an asset and amortize over their estimated useful life, generally five Impairment of long-lived assets Long-lived assets include real estate assets, acquired intangible assets, and real estate note investments. Intangible assets are amortized on a straight-line basis over their estimated useful lives. On an annual basis, we assess potential impairment indicators of long-lived assets. We also review for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Indicators that may cause an impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results and significant market or economic trends. When we determine the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more of the above indicators, we determine recoverability by comparing the carrying amount of the asset to the net future undiscounted cash flows the asset is expected to generate. We recognize, if appropriate, an impairment equal to the amount by which the carrying amount exceeds the fair value of the asset. No impairment losses were recognized for the years ended December 31, 2020 and 2019 related to our long-lived assets. Investments in Unconsolidated Real Estate Entities Real estate investments where we have significant noncontrolling influence are accounted for under the equity method. Our equity method investments in unconsolidated real estate entities are recorded at cost, adjusted for our share of equity in earnings for each period, and reduced by distributions. We assess potential impairment of investments in unconsolidated real estate entities whenever events or changes in circumstances indicate that the fair value of the investment is less than its carrying value. To the extent impairment has occurred, and is not considered temporary, the impairment is measured as the excess of the carrying amount of the investment over the fair value of the investment. No impairment losses were recognized for the years ended December 31, 2020 and 2019 related to our investments in unconsolidated real estate entities. Evaluation of Acquisition, Construction and Development Investments We evaluate our note investments at the time of origination to determine whether these arrangements represent, in economic substance, an investment in real estate or a loan using the guidance for acquisition, development, and construction (“ADC”) arrangements. This includes evaluating the risks and rewards of each arrangement and the characteristics of an owner of real estate versus those of a lender. Real Estate Note Investment We carry our real estate note investment at amortized cost with an assessment made for impairment in the event recoverability of the principal amount becomes doubtful. If, upon testing for impairment, the fair value result of the real estate note investment or its collateral is lower than the carrying amount of the note, an allowance is recorded to lower the carrying amount to fair value, with a loss recorded in earnings. The amortized cost of our real estate note investment on the consolidated balance sheets consists of drawn amounts on the notes, net of unamortized costs and fees directly associated with the origination of the note. Costs we incur associated with originating real estate note investments are deferred and amortized on a straight-line basis, which approximates the effective interest method, over the term of the corresponding real estate note investment as an adjustment to interest income and are reflected on our consolidated statements of operations as real estate note investment interest. Interest income on our real estate note investment is recognized on an accrual basis over the life of the note and is being collected monthly. Rental and Other Property Revenues Revenue related to leases is recognized on an accrual basis when due from residents. Rental payments are generally due on a monthly basis and recognized on a straight-line basis over the noncancellable lease term because collection of the lease payments was probable at lease commencement. Our leases with residents may also provide that the resident reimburse us for certain costs, primarily the resident’s share of utilities expenses, incurred by the apartment community. These services represent non-lease components in a contract as we transfer a service to the lessee other than the right to use the underlying asset. We have elected the practical expedient under the GAAP leasing standard to not separate lease and non-lease components from our lease contracts as the timing and pattern of revenue recognition for the non-lease component and related lease component are the same and the combined single lease component would be classified as an operating lease. |
Cash and cash equivalents | Cash and Cash Equivalents We consider all cash on deposit, money market funds and short-term investments with original maturities of three months or less to be cash and cash equivalents. Cash and cash equivalents consist of amounts the Company has on deposit with major commercial financial institutions. |
Restricted Cash | Restricted Cash Restricted cash includes residents' security deposits, utility deposits, and escrow deposits held by the lender for property related items. |
Preferred Stock | Preferred Stock Series 2019 Preferred Stock is described in Note 8 |
Debt Financing Costs | Debt Financing Costs Debt financing costs are presented as a direct deduction from the carrying amount of the associated liability, which includes our credit facilities and preferred stock. Debt financing costs are amortized over the life of the related liability through interest expense. |
Income Taxes | Income Taxes We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, beginning with the year ending December 31, 2019. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our taxable income to our stockholders. As a REIT, we generally are not subject to federal corporate income tax on that portion of our taxable income that is currently distributed to stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants relief under certain statutory provisions. Such an event could materially and adversely affect our net income and net cash available for distribution to stockholders. However, we intend to organize and operate in such a manner as to qualify for treatment as a REIT. |
Organization and Offering Costs | Organization and Offering Costs Organization costs include all expenses incurred in connection with our formation, including but not limited to legal fees and other costs to incorporate. Offering costs include all expenses incurred in connection with any offering of our shares, including legal, accounting, printing, mailing and filing fees, escrow charges and transfer agent fees, dealer manager fees and selling commissions. All organization and offering costs in connection with the Offering are paid by our advisor. We will not incur any liability for or reimburse our advisor for any of these organizational and offering costs related to the Offering. As of December 31, 2020, organization and offering costs incurred by our advisor in connection with the Offering were approximately $14,096,000. Organization and offering costs for the Private Offering are borne by us. As of December 31, 2020, organization and offering costs incurred by us in connection with the Private Offering were approximately $3,580,000. Recent Accounting Pronouncements The following table provides a brief description of recent accounting pronouncements that could have a material effect on our consolidated financial statements: Standard Description Required date of adoption Effect on the Financial Statements or Other Significant Matters ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments This ASU requires entities to estimate a lifetime expected credit loss for most financial assets, including trade and other receivables and other long term financings including available for sale and held-to-maturity debt securities, and loans. Subsequently, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, which amends the scope of ASU 2016-13 and clarified that receivables arising from operating leases are not within the scope of the standard and should continue to be accounted for in accordance with the leases standard (Topic 842). January 1, 2023 ASU 2016-13 affects entities holding financial assets and net investments in leases that are not accounted for at fair value through net income. The amendments in ASU 2016-13 require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. We are evaluating the impact of adopting ASU 2016-13 on our financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment Useful Lives | The useful lives of our real estate assets are as follows (in years): Land improvements 5 - 15 Buildings 30 Building improvements 5 - 15 Furniture, fixtures and equipment 5 - 15 Intangible assets Over lease term The following table summarizes the carrying amounts of our consolidated real estate assets: December 31, 2020 December 31, 2019 Building and building improvements $ 134,822,291 $ 52,466,583 Land and land improvements 28,182,025 10,658,155 Furniture, fixtures and equipment 3,983,344 2,015,778 Intangible assets 3,808,756 1,503,325 170,796,416 66,643,841 Less: Accumulated depreciation and amortization (9,704,422) (2,738,190) Real estate assets, net $ 161,091,994 $ 63,905,651 |
Accounting Standards Update and Change in Accounting Principle | The following table provides a brief description of recent accounting pronouncements that could have a material effect on our consolidated financial statements: Standard Description Required date of adoption Effect on the Financial Statements or Other Significant Matters ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments This ASU requires entities to estimate a lifetime expected credit loss for most financial assets, including trade and other receivables and other long term financings including available for sale and held-to-maturity debt securities, and loans. Subsequently, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, which amends the scope of ASU 2016-13 and clarified that receivables arising from operating leases are not within the scope of the standard and should continue to be accounted for in accordance with the leases standard (Topic 842). January 1, 2023 ASU 2016-13 affects entities holding financial assets and net investments in leases that are not accounted for at fair value through net income. The amendments in ASU 2016-13 require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. We are evaluating the impact of adopting ASU 2016-13 on our financial statements. |
Real Estate Assets, Net (Tables
Real Estate Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Real Estate Assets Carrying Value | The useful lives of our real estate assets are as follows (in years): Land improvements 5 - 15 Buildings 30 Building improvements 5 - 15 Furniture, fixtures and equipment 5 - 15 Intangible assets Over lease term The following table summarizes the carrying amounts of our consolidated real estate assets: December 31, 2020 December 31, 2019 Building and building improvements $ 134,822,291 $ 52,466,583 Land and land improvements 28,182,025 10,658,155 Furniture, fixtures and equipment 3,983,344 2,015,778 Intangible assets 3,808,756 1,503,325 170,796,416 66,643,841 Less: Accumulated depreciation and amortization (9,704,422) (2,738,190) Real estate assets, net $ 161,091,994 $ 63,905,651 |
Schedule of Asset Acquisitions | The purchase price allocation of the real estate assets acquired during the year ended December 31, 2020 is as follows: Allocated Amounts Property Building Land Land Improvements Personal Property Intangible Total Cottonwood One Upland $ 82,145,536 $ 14,514,535 $ 3,009,335 $ 1,967,566 $ 2,305,430 $ 103,942,402 Allocated Amounts Property Building Land Land Improvements Personal Property Intangible Total Cottonwood West Palm $52,276,096 $9,379,895 $1,278,260 $2,015,778 $1,503,325 $66,453,354 |
Investments in Unconsolidated_2
Investments in Unconsolidated Real Estate Entities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Real Estate [Abstract] | |
Schedule of Preferred Equity Investment In Unconsolidated Real Estate | Our investments in unconsolidated real estate consist of preferred equity investments in development projects, and are summarized as follows: Development Location Units Commitment Date Preferred Return Total Commitment Amount Funded to Date Lector85 Ybor City, FL 254 08/15/2019 13 % (1) $ 9,900,000 $ 9,900,000 Vernon Boulevard Queens, NY 534 07/23/2020 13 % (2) 15,000,000 15,000,000 Riverfront West Sacramento, CA 285 11/30/2020 16 % 15,091,649 2,680,148 Total $ 39,991,649 $ 27,580,148 (1) Will be reduced to 10% annually upon the later to occur of (i) stabilization of the development project or (ii) the one-year anniversary of the receipt of all temporary certificates of occupancy subject to certain financial conditions being satisfied. (2) Return also includes a profit participation upon a liquidity event, pari passu alongside the preferred equity contribution from the Preferred Co-Investor. |
Credit Facilities (Tables)
Credit Facilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Line of Credit Facilities | Information regarding secured credit facilities of our wholly owned investments is as follows: December 31, Property Name Debt Issuer Maturity Date Payment Type Rate 2020 2019 Cottonwood West Palm Berkadia Commercial Mortgage, LLC June 1, 2029 Interest Only 3.93% $ 35,995,000 (3) $ 35,995,000 Cottonwood One Upland J.P. Morgan Chase Bank, N.A. March 19, 2023 (1) Interest Only Libor + 1.50-1.75% (2) 35,500,000 (4) — Total credit facilities 71,495,000 35,995,000 Unamortized debt issuance costs (1,175,132) (1,004,854) Credit facilities, net $ 70,319,868 $ 34,990,146 (1) All or a portion of the amount outstanding can be prepaid at any time and the maturity date can be extended for two one (2) The spread is contingent upon certain debt yield metrics. (3) We may finance other acquisitions through our Berkadia Credit facility. There is no limit on the amount we can draw as long as we maintain certain loan-to-value ratios and other requirements as set forth in the loan documents. (4) We may obtain advances secured against Cottonwood One Upland up to $67,600,000 on our JP Morgan Credit Facility, as well as finance other future acquisitions up to $125,000,000 as long as certain loan-to-value ratios and other requirements are maintained. |
Schedule of Maturities of Long-term Debt | Principal payments on credit facilities for the years subsequent to December 31, 2020, are as follows: Year Total 2021 $ — 2022 — 2023 35,500,000 (1) 2024 — 2025 — Thereafter 35,995,000 $ 71,495,000 (1) The maturity date on the JP Morgan Credit Facility can be extended for two one |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying and Fair Values of financial Instruments | The table below includes the carrying value and fair value for our financial instruments for which it is practicable to estimate fair value: As of December 31, 2020 As of December 31, 2019 Carrying Value Fair Value Carrying Value Fair Value Financial Asset: Real estate note investment $ 8,205,862 $ 8,205,862 $ 1,793,771 $ 1,793,771 Financial Liability: Berkadia Credit Facility $ 35,995,000 $ 38,658,000 $ 35,995,000 $ 37,410,000 JP Morgan Credit Facility $ 35,500,000 $ 35,500,000 $ — $ — Series 2019 Preferred Stock $ 32,932,909 $ 32,932,909 $ 1,198,000 $ 1,198,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Repurchase Program Discounts | Upon the request of a holder of Series 2019 Preferred Stock, we may, at the sole discretion of the board of directors, repurchase their shares at the following prices, which are dependent on how long a redeeming stockholder has held each share: Share Purchase Anniversary Repurchase Price Less than 1 year $8.80 1 year $9.00 2 years $9.20 3 years $9.40 4 years $9.60 5 years $9.80 A stockholder’s death or complete disability, 2 years or more $10.00 The repurchase price is subject to the following discounts, depending on how long a redeeming stockholder has held each share: Share Purchase Anniversary Repurchase Price as a Percentage of Estimated Value (1) Less than 1 year No repurchase allowed 1 year - 2 years 85% 3 years - 4 years 90% 5 years and thereafter 95% A stockholder’s death or complete disability, less than 2 years 95% A stockholder’s death or complete disability, 2 years or more 100% (1) For the purposes of the share repurchase program, the “estimated value per share” will initially be equal to the purchase price per share at which the original purchaser or purchasers of the shares bought its shares from us, and the purchase price per share will be adjusted to reflect any stock dividends, combinations, splits, recapitalizations or any similar transaction with respect to the shares outstanding. |
Quarterly Financial Informati_2
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Results | The following tables present our quarterly results for 2020 and 2019: For the Three Months Ended March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020 Revenues Rental and other property revenues $ 1,539,577 $ 3,011,391 $ 3,054,823 $ 3,142,957 Real estate note investment interest 71,715 117,413 171,746 214,965 Total revenues 1,611,292 3,128,804 3,226,569 3,357,922 Expenses Property operations expense 655,284 1,268,246 1,358,507 1,287,820 Reimbursable operating expenses to related parties 236,509 232,574 263,915 296,922 Asset management fee to related party 449,653 680,656 811,233 857,924 Depreciation and amortization 843,984 2,489,818 2,295,445 1,336,985 General and administrative expenses 230,361 550,352 1,534,590 1,038,589 Total operating expenses 2,415,791 5,221,646 6,263,690 4,818,240 Other income (expense) Equity in earnings of unconsolidated real estate entities 240,096 325,325 708,067 839,898 Interest income 184,884 5,050 6,887 1,182 Interest expense (537,971) (897,013) (1,045,464) (1,184,897) Total other expense (112,991) (566,638) (330,510) (343,817) Total expenses before asset management fee waiver (2,528,782) (5,788,284) (6,594,200) (5,162,057) Asset management fee waived by Advisor 127,440 12,350 48,543 9,064 Net expenses after asset management fee waiver (2,401,342) (5,775,934) (6,545,657) (5,152,993) Net loss $ (790,050) $ (2,647,130) $ (3,319,088) $ (1,795,071) Net loss per common share - basic and diluted $ (0.08) $ (0.25) $ (0.30) $ (0.15) For the Three Months Ended March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019 Revenues Rental and other property revenues $ — $ 367,542 $ 1,180,972 $ 1,248,961 Real estate note investment interest — — 16,699 28,078 Total revenues — 367,542 1,197,671 1,277,039 Expenses Property operations expense — 222,641 661,181 545,103 Reimbursable operating expenses to related parties 125,000 125,485 148,906 142,261 Asset management fee to related party 19,783 137,942 296,126 357,544 Depreciation and amortization — 445,951 1,270,577 1,021,662 General and administrative expenses 118,160 134,198 210,700 413,750 Total operating expenses 262,943 1,066,217 2,587,490 2,480,320 Other income (expense) Equity in earnings of unconsolidated real estate entity — — — 272,805 Interest income 31,432 130,599 137,543 192,968 Interest expense — (134,636) (388,186) (393,804) Total other income (expense) 31,432 (4,037) (250,643) 71,969 Total expenses before asset management fee waiver (231,511) (1,070,254) (2,838,133) (2,408,351) Asset management fee waived by Advisor — — 310,484 99,319 Net expenses after asset management fee waiver (231,511) (1,070,254) (2,527,649) (2,309,032) Net loss $ (231,511) $ (702,712) $ (1,329,978) $ (1,031,993) Net loss per common share - basic and diluted $ (0.26) $ (0.18) $ (0.22) $ (0.12) |
Organization and Business (Deta
Organization and Business (Details) | Mar. 23, 2021USD ($) | Nov. 08, 2019USD ($)$ / shares | Dec. 31, 2020USD ($)numberOfEmployeerealEstateUnitdevelopmentProjectclassesOfStock$ / shares | Dec. 31, 2019USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||
Value of shares in offering | $ 750,000,000 | |||
Number of employees | numberOfEmployee | 0 | |||
Value of common stock raised | $ 121,997,000 | |||
Value of Series 2019 Preferred Stock raised | $ 29,824,988 | $ 809,478 | ||
Number of Units | realEstateUnit | 2 | |||
Number of preferred equity investment development projects | developmentProject | 3 | |||
Cottonwood West Palm | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of Units | realEstateUnit | 1 | |||
Greater Boston, Massachusetts | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of Units | realEstateUnit | 1 | |||
2019 Preferred Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Value of Series 2019 Preferred Stock raised | $ 32,933,000 | |||
IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Share price (in USD per share) | $ / shares | $ 10 | |||
Number of classes of stock | classesOfStock | 2 | |||
Primary Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Value of shares in offering | $ 675,000,000 | |||
Distribution Reinvestment Plan | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Value of shares in offering | $ 75,000,000 | |||
Share price (in USD per share) | $ / shares | $ 10 | |||
Private Placement | Subsequent event | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Value of shares in offering | $ 100,000,000 | |||
Private Placement | 2019 Preferred Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Value of shares in offering | $ 50,000,000 | |||
Share price (in USD per share) | $ / shares | $ 10 | $ 10 | ||
Private Placement | 2019 Preferred Stock | Subsequent event | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Value of shares in offering | $ 100,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Subsidiary, Sale of Stock [Line Items] | ||
Impairment losses for long-lived assets recognized | $ 0 | $ 0 |
Impairment losses in unconsolidated real estate entities | $ 0 | $ 0 |
Land Improvements | Minimum | ||
Subsidiary, Sale of Stock [Line Items] | ||
Useful life of real estate assets (in years) | 5 years | |
Land Improvements | Maximum | ||
Subsidiary, Sale of Stock [Line Items] | ||
Useful life of real estate assets (in years) | 15 years | |
Building | ||
Subsidiary, Sale of Stock [Line Items] | ||
Useful life of real estate assets (in years) | 30 years | |
Building Improvements | Minimum | ||
Subsidiary, Sale of Stock [Line Items] | ||
Useful life of real estate assets (in years) | 5 years | |
Building Improvements | Maximum | ||
Subsidiary, Sale of Stock [Line Items] | ||
Useful life of real estate assets (in years) | 15 years | |
Furniture and Fixtures | Minimum | ||
Subsidiary, Sale of Stock [Line Items] | ||
Useful life of real estate assets (in years) | 5 years | |
Furniture and Fixtures | Maximum | ||
Subsidiary, Sale of Stock [Line Items] | ||
Useful life of real estate assets (in years) | 15 years | |
Renovations and Improvements | Minimum | ||
Subsidiary, Sale of Stock [Line Items] | ||
Useful life of real estate assets (in years) | 5 years | |
Renovations and Improvements | Maximum | ||
Subsidiary, Sale of Stock [Line Items] | ||
Useful life of real estate assets (in years) | 15 years | |
Cottonwood Communities Management, LLC | IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Offering costs incurred | $ 14,096 | |
Cottonwood Communities Management, LLC | Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Offering costs incurred | $ 3,580 |
Real Estate Assets, Net - Carry
Real Estate Assets, Net - Carrying Amount of Real Estate Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Business Combinations [Abstract] | ||
Building and building improvements | $ 134,822,291 | $ 52,466,583 |
Land and land improvements | 28,182,025 | 10,658,155 |
Furniture, fixtures and equipment | 3,983,344 | 2,015,778 |
Intangible assets | 3,808,756 | 1,503,325 |
Real estate investment property, at cost | 170,796,416 | 66,643,841 |
Less: Accumulated depreciation and amortization | (9,704,422) | (2,738,190) |
Real estate assets, net | $ 161,091,994 | $ 63,905,651 |
Real Estate Assets, Net - Asset
Real Estate Assets, Net - Asset Acquisitions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cottonwood One Upland | ||
Business Acquisition [Line Items] | ||
Building | $ 82,145,536 | |
Land | 14,514,535 | |
Land Improvements | 3,009,335 | |
Personal Property | 1,967,566 | |
Intangible | 2,305,430 | |
Total | $ 103,942,402 | |
Cottonwood West Palm | ||
Business Acquisition [Line Items] | ||
Building | $ 52,276,096 | |
Land | 9,379,895 | |
Land Improvements | 1,278,260 | |
Personal Property | 2,015,778 | |
Intangible | 1,503,325 | |
Total | $ 66,453,354 |
Real Estate Assets, Net - Narra
Real Estate Assets, Net - Narrative (Details) - USD ($) | Mar. 19, 2020 | May 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Cottonwood One Upland | ||||
Business Acquisition [Line Items] | ||||
Payments for asset acquisitions | $ 103,600,000 | |||
Weighted average amortization period of acquired intangible assets (in years) | 6 months | |||
Cottonwood West Palm | ||||
Business Acquisition [Line Items] | ||||
Payments for asset acquisitions | $ 66,923,500 | |||
Weighted average amortization period of acquired intangible assets (in years) | 6 months |
Investments in Unconsolidated_3
Investments in Unconsolidated Real Estate Entities - Schedule of Preferred Equity Investments (Details) - Preferred Equity Investment - Corporate Joint Venture | 12 Months Ended |
Dec. 31, 2020USD ($)numbreOfAcres | |
Real Estate [Line Items] | |
Total Commitment | $ 39,991,649 |
Amount Funded to Date | $ 27,580,148 |
Lector85 | |
Real Estate [Line Items] | |
Number of units | numbreOfAcres | 254 |
Preferred return (as a percent) | 13.00% |
Total Commitment | $ 9,900,000 |
Amount Funded to Date | $ 9,900,000 |
Investment, preferred return upon meeting certain criteria | 10.00% |
Vernon Boulevard | |
Real Estate [Line Items] | |
Number of units | numbreOfAcres | 534 |
Preferred return (as a percent) | 13.00% |
Total Commitment | $ 15,000,000 |
Amount Funded to Date | $ 15,000,000 |
Riverfront Investment | |
Real Estate [Line Items] | |
Number of units | numbreOfAcres | 285 |
Preferred return (as a percent) | 16.00% |
Total Commitment | $ 15,091,649 |
Amount Funded to Date | $ 2,680,148 |
Investments in Unconsolidated_4
Investments in Unconsolidated Real Estate Entities (Details) - Corporate Joint Venture | Nov. 30, 2020USD ($) | Aug. 15, 2019USD ($)extension | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jul. 24, 2020USD ($) |
Preferred Equity Investment | |||||
Real Estate [Line Items] | |||||
Preferred equity investment value issued | $ 27,580,148 | ||||
Lector85 | |||||
Real Estate [Line Items] | |||||
Investment, preferred special return paid upon redemption | $ 200,000 | ||||
Equity in earnings | 1,223,221 | $ 272,805 | |||
Lector85 | Milhaus, LLC | |||||
Real Estate [Line Items] | |||||
Construction loan | 34,000,000 | ||||
Preferred equity investment face value | $ 9,300,000 | ||||
Number of extensions | extension | 1 | ||||
Preferred investment, redemption extension period | 12 months | ||||
Lector85 | Preferred Equity Investment | |||||
Real Estate [Line Items] | |||||
Preferred equity investment value issued | 9,900,000 | ||||
Vernon Boulevard | |||||
Real Estate [Line Items] | |||||
Equity in earnings | 852,047 | ||||
Vernon Boulevard | Preferred Equity Investment | |||||
Real Estate [Line Items] | |||||
Preferred equity investment value issued | 15,000,000 | ||||
Vernon Boulevard | Preferred Equity Investment | Co Investor | |||||
Real Estate [Line Items] | |||||
Preferred equity investment value issued | 40,000,000 | ||||
Vernon Boulevard | Preferred Equity Investment | Foreign Fund | |||||
Real Estate [Line Items] | |||||
Preferred equity investment value issued | 62,000,000 | ||||
Astoria Multifamily Apartments | |||||
Real Estate [Line Items] | |||||
Construction loan | $ 225,000,000 | ||||
Expected development costs | $ 342,000,000 | ||||
Riverfront Investment | |||||
Real Estate [Line Items] | |||||
Construction loan | $ 55,400,000 | ||||
Debt instrument equity value | 15,300,000 | ||||
Development costs | 102,600,000 | ||||
Equity in earnings | 38,118 | ||||
Riverfront Investment | Preferred Equity Investment | |||||
Real Estate [Line Items] | |||||
Preferred equity investment face value | 15,091,649 | ||||
Preferred equity investment value issued | $ 2,680,148 | ||||
Riverfront Investment | Common Equity Investment | |||||
Real Estate [Line Items] | |||||
Preferred equity investment face value | $ 16,800,000 |
Real Estate Note Investments (D
Real Estate Note Investments (Details) | 12 Months Ended | ||
Dec. 31, 2020USD ($)extensionrealEstateUnit | Dec. 31, 2019USD ($) | Jul. 31, 2019USD ($) | |
Common Equity Investment | Dolce Twin Creeks Phase 2 | |||
Real Estate [Line Items] | |||
Debt instrument equity value | $ 17,900,000 | ||
Dolce B Note | Commercial Mortgage Backed Securities | |||
Real Estate [Line Items] | |||
Notes issued | 6,412,091 | $ 1,793,771 | |
Face value of note | 10,000,000 | ||
Total notes issued | $ 8,205,862 | ||
Number of units | realEstateUnit | 366 | ||
Number of extensions | extension | 2 | ||
Term of extension (in years) | 6 months | ||
Dolce B Note | Commercial Mortgage Backed Securities | Maximum | |||
Real Estate [Line Items] | |||
Face value of note | $ 10,500,000 | ||
Dolce B Note | Commercial Mortgage Backed Securities | London Interbank Offered Rate (LIBOR) | |||
Real Estate [Line Items] | |||
Interest rate on note issued | 9.50% | ||
Variable rate floor | 2.50% | ||
Interest rate floor | 12.00% | ||
Dolce B Note | Commercial Mortgage Backed Securities | Dolce Twin Creeks Phase 2 | |||
Real Estate [Line Items] | |||
Net interest income | $ 575,839 | $ 44,777 | |
Dolce A Note | Commercial Mortgage Backed Securities | Dolce Twin Creeks Phase 2 | |||
Real Estate [Line Items] | |||
Debt instrument face amount | $ 45,500,000 |
Credit Facilities - Schedule of
Credit Facilities - Schedule of Credit Facilities (Details) - Line of Credit | 12 Months Ended | |
Dec. 31, 2020USD ($)numbreOfAcres | Dec. 31, 2019USD ($) | |
Line of Credit Facility [Line Items] | ||
Long-term line of credit, gross | $ 71,495,000 | $ 35,995,000 |
Unamortized debt issuance costs | (1,175,132) | (1,004,854) |
Credit facilities, net | $ 70,319,868 | 34,990,146 |
Berkadia Credit Facility | Secured Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Rate | 3.93% | |
Long-term line of credit, gross | $ 35,995,000 | 35,995,000 |
Berkadia Credit Facility | Secured Credit Facility | Minimum | London Interbank Offered Rate (LIBOR) | ||
Line of Credit Facility [Line Items] | ||
Interest rate on note issued | 1.50% | |
Berkadia Credit Facility | Secured Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | ||
Line of Credit Facility [Line Items] | ||
Interest rate on note issued | 1.75% | |
JP Morgan | Secured Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Long-term line of credit, gross | $ 35,500,000 | $ 0 |
Number of extensions | numbreOfAcres | 2 | |
Term of extension (in years) | 1 year | |
Maximum borrowing capacity | $ 67,600,000 | |
Potential additional financing | $ 125,000,000 |
Credit Facilities - Schedule _2
Credit Facilities - Schedule of Principle Payments on Credit Agreement (Details) - Line of Credit | 12 Months Ended | |
Dec. 31, 2020USD ($)numbreOfAcres | Dec. 31, 2019USD ($) | |
Maturities of Long-term Debt [Abstract] | ||
2021 | $ 0 | |
2022 | 0 | |
2023 | 35,500,000 | |
2024 | 0 | |
2025 | 0 | |
Thereafter | 35,995,000 | |
Long-term line of credit, gross | 71,495,000 | $ 35,995,000 |
JP Morgan | Secured Credit Facility | ||
Maturities of Long-term Debt [Abstract] | ||
Long-term line of credit, gross | $ 35,500,000 | $ 0 |
Number of extensions | numbreOfAcres | 2 | |
Term of extension (in years) | 1 year |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Carrying Value | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Real estate note investment | $ 8,205,862 | $ 1,793,771 |
Series 2019 Preferred Stock | 32,932,909 | 1,198,000 |
Carrying Value | Berkadia Credit Facility | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Credit facility | 35,995,000 | 35,995,000 |
Carrying Value | JP Morgan | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Credit facility | 35,500,000 | 0 |
Fair Value | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Real estate note investment | 8,205,862 | 1,793,771 |
Series 2019 Preferred Stock | 32,932,909 | 1,198,000 |
Fair Value | Berkadia Credit Facility | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Credit facility | 38,658,000 | 37,410,000 |
Fair Value | JP Morgan | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Credit facility | $ 35,500,000 | $ 0 |
Preferred Stock (Details)
Preferred Stock (Details) | Mar. 23, 2021shares | Dec. 31, 2020USD ($)extension$ / sharesshares | Dec. 31, 2019USD ($)shares | Nov. 08, 2019$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||||
Preferred stock, shares authorized (in shares) | 100,000,000 | |||
Proceeds from issuance of preferred stock, net of issuance costs | $ | $ 28,547,864 | $ 805,431 | ||
2019 Preferred Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Preferred stock, shares authorized (in shares) | 5,000,000 | |||
Annualized rate of return | 5.50% | |||
Number of extensions | extension | 2 | |||
Term of extension | 1 year | |||
Preferred dividend rate | 6.00% | |||
Preferred stock redemption price (in USD per share) | $ / shares | $ 10 | |||
Proceeds from issuance of preferred stock, net of issuance costs | $ | $ 31,735,000 | 1,198,000 | ||
Preferred dividend value incurred | $ | $ 823,000 | $ 2,000 | ||
Preferred stock outstanding (in shares) | 3,308,326 | 119,800 | ||
2019 Preferred Stock | Subsequent event | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Preferred stock, shares authorized (in shares) | 10,000,000 | |||
Annualized rate of return | 5.50% | |||
2019 Preferred Stock | Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Share price (in USD per share) | $ / shares | $ 10 | $ 10 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Mar. 25, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 08, 2019 | Aug. 13, 2019 |
Subsidiary, Sale of Stock [Line Items] | |||||
Shares of capital stock authorized (in shares) | 1,100,000,000 | ||||
Shares of common stock authorized (in shares) | 1,000,000,000 | 1,000,000,000 | |||
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 | |||
Shares of preferred stock authorized (in shares) | 100,000,000 | ||||
Preferred stock, par value (in USD per share) | $ 0.01 | ||||
Common stock, shares outstanding (in shares) | 12,232,289 | 8,851,759 | |||
Aggregate distributions paid | $ 5,251,743 | $ 2,004,075 | |||
Distributions paid in cash | 4,145,377 | 1,602,472 | |||
Issuance of common stock through dividend reinvestment program | 1,106,366 | 401,603 | |||
Common stock distributions declared but not yet paid | $ 511,824 | $ 365,517 | |||
Distributions per common share (in USD per share) | $ 0.50 | $ 0.50 | |||
LTIP | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Share price (in USD per share) | $ 10 | ||||
Time Based Shares | LTIP | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
LTIP time-based units awarded (in shares) | 12,438 | ||||
LTIP unit vesting period (in years) | 4 years | ||||
Time Based Shares | LTIP | Tranche 1 | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Annual vesting percentage | 25.00% | ||||
Time Based Shares | LTIP | Tranche 2 | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Annual vesting percentage | 25.00% | ||||
Time Based Shares | LTIP | Tranche 3 | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Annual vesting percentage | 25.00% | ||||
Time Based Shares | LTIP | Tranche 4 | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Annual vesting percentage | 25.00% | ||||
Performance Shares | LTIP | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
LTIP time-based units awarded (in shares) | 37,312 | ||||
LTIP target percentage on amount per unit | 10.00% | ||||
LTIP equivalent percentage of distributions | 90.00% | ||||
Share based compensation | $ 71,000 | $ 0 | |||
2019 Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares of preferred stock authorized (in shares) | 5,000,000 | ||||
Distribution Reinvestment Plan | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock issued during period through dividend reinvestment (in shares) | 150,762 | ||||
Common Class A | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares of common stock authorized (in shares) | 500,000,000 | ||||
Common stock, shares outstanding (in shares) | 12,214,771 | ||||
Common Class A | CROP | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock, shares outstanding (in shares) | 20,000 | ||||
Common Class T | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares of common stock authorized (in shares) | 500,000,000 | ||||
Common stock, shares outstanding (in shares) | 17,518 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||||||||
Reimbursable operating expense | $ 236,509 | $ 232,574 | $ 263,915 | $ 296,922 | $ 142,261 | $ 148,906 | $ 125,485 | $ 125,000 | $ 1,029,920 | $ 541,652 |
Percentage threshold operating expenses must exceed average invested assets to be reimbursable | 2.00% | 2.00% | ||||||||
Percentage threshold operating expenses must exceed net income to be reimbursable | 25.00% | 25.00% | ||||||||
Required reimbursement | $ 0 | $ 0 | ||||||||
Cumulative, non-compounded annual return on invested capital to be received (as a percent) | 6.00% | 6.00% | ||||||||
Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Annual asset management fee (as a percent) | 1.25% | |||||||||
Asset management fees | $ 2,799,466 | 811,395 | ||||||||
Percentage of asset management fees waived | 6.00% | |||||||||
Asset management fees waived | $ 197,397 | 409,803 | ||||||||
Director | Independent Director Compensation, Annual Retainer | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses from transactions with related parties | 10,000 | |||||||||
Director | Independent Director Compensation, Compensation Per Board Meeting | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses from transactions with related parties | 500 | |||||||||
Director | Independent Director Compensation, Compensation Per Committee Meeting | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses from transactions with related parties | 500 | |||||||||
Special Committee Member | Special Committee Member, Compensation for Service | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses from transactions with related parties | $ 70,000 | |||||||||
Cottonwood Communities Management, LLC | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Contingent acquisition fee (as a percent) | 1.00% | 1.00% | ||||||||
Shareholders' required return to receive contingent acquisition fee (as a percent) | 6.00% | 6.00% | ||||||||
Additional contingent acquisition fee (as a percent) | 2.00% | 2.00% | ||||||||
Shareholders' required return to receive additional contingent acquisition fee (as a percent) | 13.00% | 13.00% | ||||||||
Contingent acquisition fee to be paid to advisor upon termination (as a percent) | 3.00% | 3.00% | ||||||||
Contingent financing fee (as a percent) | 1.00% | 1.00% | ||||||||
Property management fee (as a percent) | 3.50% | |||||||||
Property management fees | $ 374,346 | $ 97,877 | ||||||||
Cottonwood Communities Management, LLC | Limited Partner | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Promotional interest | 15.00% | 15.00% |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2020 | Oct. 25, 2019 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares redeemed (in shares) | 0 | |||
Percentage of shares outstanding authorized for repurchase | 5.00% | |||
Common stock repurchases | $ (268,613) | $ 0 | ||
Period of notice required for repurchase program termination | 15 days | |||
Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares redeemed (in shares) | (31,307) | |||
Common stock repurchases | $ (268,613) | |||
Average repurchase price (in USD per share) | $ 8.58 | |||
Common Class A | Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares redeemed (in shares) | (31,307) | |||
Common Class T | Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares redeemed (in shares) | 0 | |||
2019 Preferred Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares redeemed (in shares) | 0 | 0 | ||
Distribution Reinvestment Plan | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Share price (in USD per share) | $ 10 | |||
Dolce B Note | Preferred Equity Investment | Corporate Joint Venture | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Remaining investment amount | $ 1,794,000 | |||
Riverfront Investment | Preferred Equity Investment | Corporate Joint Venture | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Remaining investment amount | $ 12,412,000 | |||
Corporate Joint Venture | 2980 Huron | Preferred Equity Investment | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Preferred equity investment face value | $ 20,000,000 | |||
Corporate Joint Venture | Riverfront Investment | Preferred Equity Investment | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Preferred equity investment face value | $ 15,091,649 | |||
Corporate Joint Venture | Riverfront Investment | Common Equity Investment | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Preferred equity investment face value | $ 16,800,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Share Repurchase Program (Details) | Dec. 31, 2020$ / shares |
Commitments and Contingencies Disclosure [Abstract] | |
Percentage of shares outstanding authorized for repurchase | 5.00% |
Less than 1 year | |
Share Repurchase Program [Line Items] | |
Repurchase price (in USD per share) | $ 8.80 |
1 year | |
Share Repurchase Program [Line Items] | |
Repurchase price (in USD per share) | 9 |
2 years | |
Share Repurchase Program [Line Items] | |
Repurchase price (in USD per share) | 9.20 |
3 years | |
Share Repurchase Program [Line Items] | |
Repurchase price (in USD per share) | 9.40 |
4 years | |
Share Repurchase Program [Line Items] | |
Repurchase price (in USD per share) | 9.60 |
5 years | |
Share Repurchase Program [Line Items] | |
Repurchase price (in USD per share) | 9.80 |
A stockholder’s death or complete disability, 2 years or more | |
Share Repurchase Program [Line Items] | |
Repurchase price (in USD per share) | $ 10 |
Repurchase price as a percentage of estimated value | 100.00% |
1 year - 2 years | |
Share Repurchase Program [Line Items] | |
Repurchase price as a percentage of estimated value | 85.00% |
3 years - 4 years | |
Share Repurchase Program [Line Items] | |
Repurchase price as a percentage of estimated value | 90.00% |
5 years and thereafter | |
Share Repurchase Program [Line Items] | |
Repurchase price as a percentage of estimated value | 95.00% |
A stockholder’s death or complete disability, less than 2 years | |
Share Repurchase Program [Line Items] | |
Repurchase price as a percentage of estimated value | 95.00% |
Quarterly Financial Informati_3
Quarterly Financial Information (Unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Rental and other property revenues | $ 1,539,577 | $ 3,011,391 | $ 3,054,823 | $ 3,142,957 | $ 1,248,961 | $ 1,180,972 | $ 367,542 | $ 0 | $ 10,748,748 | $ 2,797,475 |
Real estate note investment interest | 71,715 | 117,413 | 171,746 | 214,965 | 28,078 | 16,699 | 0 | 0 | 575,839 | 44,777 |
Total revenues | 1,611,292 | 3,128,804 | 3,226,569 | 3,357,922 | 1,277,039 | 1,197,671 | 367,542 | 0 | 11,324,587 | 2,842,252 |
Property operations expense | 655,284 | 1,268,246 | 1,358,507 | 1,287,820 | 545,103 | 661,181 | 222,641 | 0 | 4,569,857 | 1,428,925 |
Reimbursable operating expenses to related parties | 236,509 | 232,574 | 263,915 | 296,922 | 142,261 | 148,906 | 125,485 | 125,000 | 1,029,920 | 541,652 |
Asset management fee to related party | 449,653 | 680,656 | 811,233 | 857,924 | 357,544 | 296,126 | 137,942 | 19,783 | 2,799,466 | 811,395 |
Depreciation and amortization | 843,984 | 2,489,818 | 2,295,445 | 1,336,985 | 1,021,662 | 1,270,577 | 445,951 | 0 | 6,966,232 | 2,738,190 |
General and administrative expenses | 230,361 | 550,352 | 1,534,590 | 1,038,589 | 413,750 | 210,700 | 134,198 | 118,160 | 3,353,892 | 876,808 |
Total operating expenses | 2,415,791 | 5,221,646 | 6,263,690 | 4,818,240 | 2,480,320 | 2,587,490 | 1,066,217 | 262,943 | 18,719,367 | 6,396,970 |
Equity in earnings of unconsolidated real estate entities | 240,096 | 325,325 | 708,067 | 839,898 | 272,805 | 0 | 0 | 0 | 2,113,386 | 272,805 |
Interest income | 184,884 | 5,050 | 6,887 | 1,182 | 192,968 | 137,543 | 130,599 | 31,432 | 198,003 | 492,542 |
Interest expense | (537,971) | (897,013) | (1,045,464) | (1,184,897) | (393,804) | (388,186) | (134,636) | 0 | (3,665,345) | (916,626) |
Total other expense | (112,991) | (566,638) | (330,510) | (343,817) | 71,969 | (250,643) | (4,037) | 31,432 | (1,353,956) | (151,279) |
Total expenses before asset management fee waiver | (2,528,782) | (5,788,284) | (6,594,200) | (5,162,057) | (2,408,351) | (2,838,133) | (1,070,254) | (231,511) | (20,073,323) | (6,548,249) |
Asset management fee waived by Advisor | 127,440 | 12,350 | 48,543 | 9,064 | 99,319 | 310,484 | 0 | 0 | 197,397 | 409,803 |
Net expenses after asset management fee waiver | (2,401,342) | (5,775,934) | (6,545,657) | (5,152,993) | (2,309,032) | (2,527,649) | (1,070,254) | (231,511) | (19,875,926) | (6,138,446) |
Net loss | $ (790,050) | $ (2,647,130) | $ (3,319,088) | $ (1,795,071) | $ (1,031,993) | $ (1,329,978) | $ (702,712) | $ (231,511) | $ (8,551,339) | $ (3,296,194) |
Net loss per share, basic and diluted (in USD per share) | $ (0.08) | $ (0.25) | $ (0.30) | $ (0.15) | $ (0.12) | $ (0.22) | $ (0.18) | $ (0.26) | $ (0.79) | $ (0.70) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Mar. 25, 2021USD ($)shares | Mar. 23, 2021USD ($)$ / sharesshares | Mar. 22, 2021USD ($)shares | Feb. 28, 2021shares | Jan. 26, 2021numbreOfAcresportfolio | Nov. 08, 2019USD ($) | Dec. 31, 2020USD ($) | Jan. 27, 2021 | Mar. 25, 2020$ / shares |
Subsequent Event [Line Items] | |||||||||
Value of shares in offering | $ 750,000,000 | ||||||||
LTIP | |||||||||
Subsequent Event [Line Items] | |||||||||
Share price (in USD per share) | $ / shares | $ 10 | ||||||||
2019 Preferred Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Annualized rate of return | 5.50% | ||||||||
Private Placement | 2019 Preferred Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Value of shares in offering | $ 50,000,000 | ||||||||
Distribution Reinvestment Plan | |||||||||
Subsequent Event [Line Items] | |||||||||
Value of shares in offering | $ 75,000,000 | ||||||||
Subsequent event | |||||||||
Subsequent Event [Line Items] | |||||||||
Investment portfolios held | portfolio | 4 | ||||||||
Organization and offering expense as a percent of gross proceeds, maximum | 15.00% | ||||||||
Monthly redemptions, percent of net asset value, maximum | 5.00% | ||||||||
Percent of most recently disclosed net asset value | 95.00% | ||||||||
Repurchase price, percent of net asset value required for redemption of shares | 100.00% | ||||||||
Holding period | 5 years | ||||||||
Subsequent event | Riverfront Investment | Preferred Equity Investment | Corporate Joint Venture | |||||||||
Subsequent Event [Line Items] | |||||||||
Preferred equity investment value issued | $ 2,500,000 | ||||||||
Investment, total commitment | $ 5,200,000 | ||||||||
Subsequent event | Time Based Shares | Executive Officer | LTIP | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares granted to executive officers (in shares) | shares | 17,500 | ||||||||
Subsequent event | Performance Shares | Executive Officer | LTIP | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares granted to executive officers (in shares) | shares | 52,500 | ||||||||
Subsequent event | CRII | |||||||||
Subsequent Event [Line Items] | |||||||||
Properties owned | numbreOfAcres | 13,000 | ||||||||
Subsequent event | Cottonwood Affiliates | |||||||||
Subsequent Event [Line Items] | |||||||||
Properties owned | numbreOfAcres | 8,600 | ||||||||
Subsequent event | 2019 Preferred Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Redeemable preferred stock dividends | $ 445,065 | ||||||||
Annualized rate of return | 5.50% | ||||||||
Share price (in USD per share) | $ / shares | $ 10 | ||||||||
Preferred stock, dividend rate (in USD per share) | $ / shares | $ 0.00150685 | ||||||||
Subsequent event | Common Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Payments of dividends | $ 1,500,411 | ||||||||
Share price (in USD per share) | $ / shares | $ 10 | ||||||||
Annualized rate | 5.00% | ||||||||
Common stock, dividend rate (in USD per share) | $ / shares | $ 0.00136986 | ||||||||
Subsequent event | Private Placement | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares issued and sold (in shares) | shares | 10,000,000 | ||||||||
Value of shares in offering | $ 100,000,000 | ||||||||
Subsequent event | Private Placement | 2019 Preferred Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares issued and sold (in shares) | shares | 4,244,388 | ||||||||
Proceeds from public offering | $ 42,277,281 | ||||||||
Stock issuance costs | 2,784,995 | ||||||||
Private placement fees | $ 819,728 | ||||||||
Value of shares in offering | $ 100,000,000 | ||||||||
Subsequent event | Private Placement | Common Class A | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares issued and sold (in shares) | shares | 12,214,771 | ||||||||
Subsequent event | Private Placement | Common Class T | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares issued and sold (in shares) | shares | 17,518 | ||||||||
Subsequent event | Private Placement | Common Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from public offering | $ 121,996,723 | ||||||||
Subsequent event | Distribution Reinvestment Plan | Common Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares issued and sold (in shares) | shares | 151,000 | ||||||||
Proceeds from public offering | $ 1,510,000 |
Schedule III - Real Estate an_2
Schedule III - Real Estate and Accumulated Depreciation - Schedule of Real Estate and Accumulated Depreciation (Details) | 12 Months Ended | ||
Dec. 31, 2020USD ($)realEstateUnit | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Number of Units | realEstateUnit | 507 | ||
Encumbrances | $ (71,495,000) | ||
Initial Cost to Company, Land | 23,894,430 | ||
Initial Cost to Company, Building and Improvements | 146,501,326 | ||
Cost Capitalized Subsequent to Acquisition | 400,660 | ||
Gross Amount Carried, Land | 23,894,430 | ||
Gross Amount Carried, Buildings and Improvements | 146,901,986 | ||
Gross Amount Carried, Total | 170,796,416 | $ 66,643,841 | $ 0 |
Accumulated Depreciation and Amortization | (9,704,422) | $ (2,738,190) | $ 0 |
Aggregate cost of real estate for federal income tax purposes | $ 170,922,363 | ||
Building | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Life used for depreciation (in years) | 30 years | ||
Land Improvements | Minimum | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Life used for depreciation (in years) | 5 years | ||
Land Improvements | Maximum | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Life used for depreciation (in years) | 15 years | ||
Cottonwood West Palm | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 100.00% | ||
Number of Units | realEstateUnit | 245 | ||
Encumbrances | $ (35,995,000) | ||
Initial Cost to Company, Land | 9,379,895 | ||
Initial Cost to Company, Building and Improvements | 57,073,459 | ||
Cost Capitalized Subsequent to Acquisition | 248,531 | ||
Gross Amount Carried, Land | 9,379,895 | ||
Gross Amount Carried, Buildings and Improvements | 57,321,990 | ||
Gross Amount Carried, Total | 66,701,885 | ||
Accumulated Depreciation and Amortization | $ (4,829,958) | ||
Cottonwood One Upland | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 100.00% | ||
Number of Units | realEstateUnit | 262 | ||
Encumbrances | $ (35,500,000) | ||
Initial Cost to Company, Land | 14,514,535 | ||
Initial Cost to Company, Building and Improvements | 89,427,867 | ||
Cost Capitalized Subsequent to Acquisition | 152,129 | ||
Gross Amount Carried, Land | 14,514,535 | ||
Gross Amount Carried, Buildings and Improvements | 89,579,996 | ||
Gross Amount Carried, Total | 104,094,531 | ||
Accumulated Depreciation and Amortization | $ (4,874,464) |
Schedule III - Real Estate an_3
Schedule III - Real Estate and Accumulated Depreciation - Real Estate Investment and Accumulated Depreciation Rollforward (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Real estate assets: | ||
Beginning balance | $ 66,643,841 | $ 0 |
Acquisitions of properties | 103,942,402 | 66,453,353 |
Improvements | 210,173 | 190,488 |
Ending balance | 170,796,416 | 66,643,841 |
Accumulated depreciation and amortization: | ||
Beginning balance | (2,738,190) | 0 |
Depreciation and amortization | (6,966,232) | (2,738,190) |
Ending balance | $ (9,704,422) | $ (2,738,190) |
Uncategorized Items - cci-20201
Label | Element | Value |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents | $ 3,406,175 |