Real Estate Assets, Net | Real Estate Assets, Net The following table summarizes the carrying amounts of our consolidated real estate assets (in thousands): June 30, 2021 December 31, 2020 Land $ 166,059 $ 23,894 Buildings and improvements 1,088,117 139,110 Furniture, fixtures and equipment 1,581 3,983 Intangible assets 37,027 3,809 Construction in progress (1) 196,733 — 1,489,517 170,796 Less: Accumulated depreciation and amortization (25,086) (9,704) Real estate assets, net $ 1,464,431 $ 161,092 (1) Includes construction in progress for our development projects and capitalized costs for improvements not yet placed in service at our stabilized properties. CRII Merger On May 7, 2021, we completed the CRII Merger, which was accounted for as a business combination in accordance with ASC 805, Business Combinations ("ASC 805"). Based on an evaluation of the relevant factors and the guidance in ASC 805, Cottonwood Communities Inc. was determined to be both the legal and accounting acquirer. In order to make this consideration, various factors have been analyzed including which entity issued its equity interests, relative voting rights, existence of noncontrolling interests, control of the board of directors, management composition, relative size, transaction initiation, operational structure, relative composition of employees, and other factors. The most significant factor identified was the relative voting rights, as CCI shareholders hold the majority of the controlling financial (voting) interests. CCI also initiated the transaction and was the entity issuing common equity interests in the merger. The consideration given in exchange for CRII (in thousands, except share and unit data) is as follows: CRII Common stock issued and outstanding 213,434 Exchange ratio 2.015 CCI common stock issued as consideration 430,070 CCI's estimated value per share as of May 7, 2021 $ 10.83 Value of CCI common stock issued as consideration $ 4,658 The allocation of the purchase price below requires significant judgment and represents management's best estimate of the fair value as of the acquisition date. Under ASC 805 we are allowed a measurement period to complete the accounting for the CRII Merger and to make adjustments if necessary. The following table shows the preliminary purchase price allocation of CRII's identifiable asset and liabilities assumed as of May 7, 2021 (in thousands): Assets Real estate assets (1) $ 1,296,241 Investments in unconsolidated real estate entities 118,829 Cash and cash equivalents 31,799 Restricted cash 20,144 Other assets (2) 42,345 Total assets acquired $ 1,509,358 Liabilities Mortgage notes, net $ 622,095 Construction loans 64,114 Preferred stock 143,979 Unsecured promissory notes 48,643 Accounts payable, accrued expenses and other liabilities 40,934 Total liabilities assumed 919,765 Consolidated net assets acquired 589,593 Noncontrolling interests (3) (584,934) Net assets acquired $ 4,658 (1) Real estate assets acquired in connection with the CRII Merger include $33.2 million of intangible lease assets, which have a weighted-average amortization period of 0.5 years. (2) Other assets includes $32.1 million of intangible assets from the CRII Merger. Of this amount, $8.0 million relates to a promote asset which was removed upon the closing of the CMRI and CMR II Mergers on July 15, 2021. The remaining $24.1 million of intangible assets have a weighted-average amortization period of 8.8 years, and include $22.2 million related to the acquisition of CRII's property management and ancillary businesses (with a weighted-average amortization period of 9.2 years) and $1.9 million related to acquired disposition fees on certain properties and promotes on development assets (with a weighted-average amortization period of 3.8 years). (3) The fair value of noncontrolling interests is based on the fair value of assets and liabilities held by the noncontrolling interests at their ownership share. These values were 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. As a result of the CRII Merger we consolidated 17 multifamily apartment communities and four development properties as well as added six multifamily apartment communities accounted for under the equity method of accounting. The revenue and net loss generated from the assets acquired and liabilities assumed with the CRII Merger since the May 7, 2021 acquisition date to June 30, 2021 are as follows (in thousands): Revenue $ 16,252 Net loss $ (9,372) Pro Forma Financial Information (unaudited) The following condensed pro forma operating information is presented as if the CRII Merger occurred in 2020 and had been included in operations as of January 1, 2020. The pro forma operating information excludes certain nonrecurring adjustments, such as acquisition fees and expenses incurred, to reflect the pro forma impact the acquisition would have on earnings on a continuous basis (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Pro forma revenue: Historic results $ 19,241 $ 3,129 $ 22,659 $ 4,740 CRII Merger (excluding those in historic results) 11,510 21,377 36,657 43,545 Total $ 30,751 $ 24,506 $ 59,316 $ 48,285 Pro forma net loss: Historic results $ (21,400) $ (2,648) $ (24,410) $ (3,437) CRII Merger (excluding those in historic results) (5,341) (22,412) (13,300) (49,641) Total $ (26,741) $ (25,060) $ (37,710) $ (53,078) The pro forma information is not necessarily indicative of the results which actually would have occurred if the business combination had occurred on the first day of the periods presented, nor does the pro forma financial information purport to represent the results of operations for future periods. Pro forma net losses for the three and six months ended June 30, 2020 include the amortization of $33.2 million of intangible lease assets, which have a weighted-average amortization period of 0.5 years. Asset acquisition During the six months ended June 30, 2021, there were no asset acquisitions of consolidated real estate assets in 2021. On March 19, 2020, we acquired Cottonwood One Upland, a multifamily apartment community in the Greater Boston area for $103.6 million, excluding closing costs. We funded the purchase with an initial draw of $50.0 million from our $67.6 million credit facility with JP Morgan and proceeds from our offerings. Acquired assets and liabilities were recorded at relative fair value as an asset acquisition. The following table summarizes the purchase price allocation of Cottonwood One Upland during the six months ended June 30, 2020 (in thousands): Allocated Amounts Property Building Land Land Improvements Personal Property Intangible Total Cottonwood One Upland $ 82,146 $ 14,515 $ 3,009 $ 1,967 $ 2,305 $ 103,942 |