Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 10, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
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 E. Brickyard Road | |
Entity Address, Address Line Two | 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 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 | |
Entity Shell Company | false | |
Entity Central Index Key | 0001692951 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 23,535,075 | |
Class TX | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 17,518 | |
Class T, Class D and Class I | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Real estate assets, net | $ 1,465,880 | $ 161,092 |
Investments in unconsolidated real estate entities | 157,915 | 30,000 |
Investments in real-estate related loans | 9,737 | 8,255 |
Cash and cash equivalents | 41,313 | 4,362 |
Restricted cash | 21,721 | 271 |
Other assets | 30,334 | 825 |
Total assets | 1,726,900 | 204,805 |
Liabilities | ||
Mortgage notes and revolving credit facility, net | 685,505 | 70,320 |
Construction loans, net | 101,930 | 0 |
Preferred stock, net | 221,187 | 29,825 |
Unsecured promissory notes, net | 48,643 | 0 |
Performance participation allocation due to affiliate | 35,979 | 0 |
Accounts payable, accrued expenses and other liabilities | 54,302 | 2,577 |
Total liabilities | 1,147,546 | 102,722 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity | ||
Common stock, $0.01 par value, 1,000,000,000 shares authorized; 23,576,045 shares issued and outstanding at September 30, 2021; 12,232,289 shares issued and outstanding at December 31, 2020 | 235 | 122 |
Additional paid-in capital | 251,835 | 121,677 |
Accumulated distributions | (13,641) | (7,768) |
Accumulated deficit | (44,508) | (11,948) |
Total stockholders' equity | 193,921 | 102,083 |
Noncontrolling interests | ||
Limited partners | 312,602 | 0 |
Partially owned entities | 72,831 | 0 |
Total noncontrolling interests | 385,433 | 0 |
Total equity and noncontrolling interests | 579,354 | 102,083 |
Total liabilities, equity and noncontrolling interests | $ 1,726,900 | $ 204,805 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars 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) | 23,576,045 | 12,232,289 |
Common stock, shares outstanding (in shares) | 23,576,045 | 12,232,289 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues | ||||
Rental and other property revenues | $ 26,708 | $ 3,055 | $ 46,723 | $ 7,606 |
Property management revenues | 3,487 | 0 | 5,607 | 0 |
Other revenues | 365 | 172 | 887 | 361 |
Total revenues | 30,560 | 3,227 | 53,217 | 7,967 |
Operating expenses | ||||
Property operations expense | 10,210 | 1,359 | 18,362 | 3,282 |
Property management expense | 4,373 | 0 | 6,925 | 0 |
Reimbursable operating expenses | 0 | 264 | 331 | 733 |
Asset management fee | 2,392 | 811 | 4,720 | 1,942 |
Performance participation allocation | 29,524 | 0 | 35,979 | 0 |
Depreciation and amortization | 27,716 | 2,295 | 43,536 | 5,629 |
General and administrative expenses | 2,978 | 1,535 | 7,416 | 2,315 |
Total operating expenses | 77,193 | 6,264 | 117,269 | 13,901 |
Loss from operations | (46,633) | (3,037) | (64,052) | (5,934) |
Equity in earnings (losses) of unconsolidated real estate entities | (1,154) | 708 | (855) | 1,273 |
Interest income | 64 | 7 | 201 | 197 |
Interest expense | (9,229) | (1,046) | (16,382) | (2,480) |
Other (expense) income | (59) | 49 | (333) | 188 |
Net loss | (57,011) | (3,319) | (81,421) | (6,756) |
Net loss attributable to noncontrolling interests: | ||||
Limited partners | 31,153 | 0 | 43,936 | 0 |
Partially owned entities | 2,312 | 0 | 4,925 | 0 |
Net loss attributable to common stockholders | $ (23,546) | $ (3,319) | $ (32,560) | $ (6,756) |
Weighted-average common shares outstanding - basic (in shares) | 21,927,155 | 11,225,384 | 15,586,067 | 10,412,719 |
Weighted-average common shares outstanding - diluted (in shares) | 21,927,155 | 11,225,384 | 15,586,067 | 10,412,719 |
Net loss per common share - basic (in dollars per share) | $ (1.07) | $ (0.30) | $ (2.09) | $ (0.65) |
Net loss per common share - diluted (in dollars per share) | $ (1.07) | $ (0.30) | $ (2.09) | $ (0.65) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | OP Units | CRI Merger | CRII Merger | Total Stockholders' Equity | Total Stockholders' EquityCRI Merger | Total Stockholders' EquityCRII Merger | Common Stock | Common StockCRI Merger | Common StockCRII Merger | Additional Paid-In Capital | Additional Paid-In CapitalCRI Merger | Additional Paid-In CapitalCRII Merger | Accumulated Distributions | Accumulated Deficit | Noncontrolling interestsLimited Partners | Noncontrolling interestsLimited PartnersOP Units | Noncontrolling interestsLimited PartnersCRII Merger | Noncontrolling interestsPartially Owned Entities | Noncontrolling interestsPartially Owned EntitiesCRI Merger | Noncontrolling interestsPartially Owned EntitiesCRII Merger |
Shares outstanding, beginning balance (in shares) at Dec. 31, 2019 | 8,851,759 | ||||||||||||||||||||
Stockholders' equity, beginning balance at Dec. 31, 2019 | $ 82,297 | $ 82,297 | $ 89 | $ 87,974 | $ (2,370) | $ (3,396) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Distributions to investors | (1,183) | (1,183) | |||||||||||||||||||
Net loss | (790) | (790) | (790) | ||||||||||||||||||
Issuance of common stock (in shares) | 1,304,712 | ||||||||||||||||||||
Issuance of common stock | 12,977 | 12,977 | $ 13 | 12,964 | |||||||||||||||||
Distributions to investors | (1,183) | ||||||||||||||||||||
Shares outstanding, ending balance (in shares) at Mar. 31, 2020 | 10,156,471 | ||||||||||||||||||||
Stockholders' equity, ending balance at Mar. 31, 2020 | 93,301 | 93,301 | $ 102 | 100,938 | (3,553) | (4,186) | |||||||||||||||
Shares outstanding, beginning balance (in shares) at Dec. 31, 2019 | 8,851,759 | ||||||||||||||||||||
Stockholders' equity, beginning balance at Dec. 31, 2019 | 82,297 | 82,297 | $ 89 | 87,974 | (2,370) | (3,396) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net loss | (6,756) | ||||||||||||||||||||
Shares outstanding, ending balance (in shares) at Sep. 30, 2020 | 11,575,766 | ||||||||||||||||||||
Stockholders' equity, ending balance at Sep. 30, 2020 | 98,813 | 98,813 | $ 116 | 115,126 | (6,276) | (10,153) | |||||||||||||||
Shares outstanding, beginning balance (in shares) at Mar. 31, 2020 | 10,156,471 | ||||||||||||||||||||
Stockholders' equity, beginning balance at Mar. 31, 2020 | 93,301 | 93,301 | $ 102 | 100,938 | (3,553) | (4,186) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Share-based compensation | 27 | 27 | 27 | ||||||||||||||||||
Distributions to investors | (1,310) | (1,310) | |||||||||||||||||||
Net loss | (2,648) | (2,648) | (2,648) | ||||||||||||||||||
Issuance of common stock (in shares) | 709,841 | ||||||||||||||||||||
Issuance of common stock | 7,049 | 7,049 | $ 7 | 7,042 | |||||||||||||||||
Distributions to investors | (1,310) | ||||||||||||||||||||
Shares outstanding, ending balance (in shares) at Jun. 30, 2020 | 10,866,312 | ||||||||||||||||||||
Stockholders' equity, ending balance at Jun. 30, 2020 | 96,419 | 96,419 | $ 109 | 108,007 | (4,863) | (6,834) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Share-based compensation | 22 | 22 | 22 | ||||||||||||||||||
Distributions to investors | (1,413) | (1,413) | |||||||||||||||||||
Net loss | (3,319) | (3,319) | (3,319) | ||||||||||||||||||
Issuance of common stock (in shares) | 740,761 | ||||||||||||||||||||
Issuance of common stock | 7,372 | 7,372 | $ 7 | 7,365 | |||||||||||||||||
Common stock repurchases (in shares) | (31,307) | ||||||||||||||||||||
Repurchase of common stock | (268) | (268) | (268) | ||||||||||||||||||
Distributions to investors | (1,413) | ||||||||||||||||||||
Shares outstanding, ending balance (in shares) at Sep. 30, 2020 | 11,575,766 | ||||||||||||||||||||
Stockholders' equity, ending balance at Sep. 30, 2020 | $ 98,813 | 98,813 | $ 116 | 115,126 | (6,276) | (10,153) | |||||||||||||||
Shares outstanding, beginning balance (in shares) at Dec. 31, 2020 | 12,232,289 | 12,232,289 | |||||||||||||||||||
Stockholders' equity, beginning balance at Dec. 31, 2020 | $ 102,083 | 102,083 | $ 122 | 121,677 | (7,768) | (11,948) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Share-based compensation | 45 | 45 | 45 | ||||||||||||||||||
Distributions to investors | (1,511) | (1,511) | |||||||||||||||||||
Net loss | (3,010) | (3,010) | (3,010) | ||||||||||||||||||
Distributions to investors | (1,511) | ||||||||||||||||||||
Shares outstanding, ending balance (in shares) at Mar. 31, 2021 | 12,232,289 | ||||||||||||||||||||
Stockholders' equity, ending balance at Mar. 31, 2021 | $ 97,607 | 97,607 | $ 122 | 121,722 | (9,279) | (14,958) | |||||||||||||||
Shares outstanding, beginning balance (in shares) at Dec. 31, 2020 | 12,232,289 | 12,232,289 | |||||||||||||||||||
Stockholders' equity, beginning balance at Dec. 31, 2020 | $ 102,083 | 102,083 | $ 122 | 121,677 | (7,768) | (11,948) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net loss | $ (81,421) | ||||||||||||||||||||
Shares outstanding, ending balance (in shares) at Sep. 30, 2021 | 23,576,045 | 23,576,045 | |||||||||||||||||||
Stockholders' equity, ending balance at Sep. 30, 2021 | $ 579,354 | 193,921 | $ 235 | 251,835 | (13,641) | (44,508) | $ 312,602 | $ 72,831 | |||||||||||||
Shares outstanding, beginning balance (in shares) at Mar. 31, 2021 | 12,232,289 | ||||||||||||||||||||
Stockholders' equity, beginning balance at Mar. 31, 2021 | 97,607 | 97,607 | $ 122 | 121,722 | (9,279) | (14,958) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Share-based compensation | 421 | 421 | |||||||||||||||||||
Distributions to investors | (1,546) | (1,546) | |||||||||||||||||||
Net loss | (21,400) | (6,004) | (6,004) | (12,783) | (2,613) | ||||||||||||||||
CRII, CMRI and CMRII Merger (in shares) | 430,070 | ||||||||||||||||||||
CRII, CMRI and CMRII Merger | $ 589,592 | $ 4,658 | $ 4 | $ 4,654 | $ 363,278 | $ 221,656 | |||||||||||||||
Development contributions from noncontrolling interests | 83 | 83 | |||||||||||||||||||
Other | (200) | (200) | (200) | ||||||||||||||||||
Distributions to investors | (5,114) | (2,312) | (1,256) | ||||||||||||||||||
Shares outstanding, ending balance (in shares) at Jun. 30, 2021 | 12,662,359 | ||||||||||||||||||||
Stockholders' equity, ending balance at Jun. 30, 2021 | $ 660,989 | 94,515 | $ 126 | 126,176 | (10,825) | (20,962) | 348,604 | 217,870 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net loss | (29,272) | ||||||||||||||||||||
Shares outstanding, ending balance (in shares) at Sep. 30, 2021 | 23,576,045 | 23,576,045 | |||||||||||||||||||
Stockholders' equity, ending balance at Sep. 30, 2021 | $ 579,354 | 193,921 | $ 235 | 251,835 | (13,641) | (44,508) | 312,602 | 72,831 | |||||||||||||
Shares outstanding, beginning balance (in shares) at Jun. 30, 2021 | 12,662,359 | ||||||||||||||||||||
Stockholders' equity, beginning balance at Jun. 30, 2021 | 660,989 | 94,515 | $ 126 | 126,176 | (10,825) | (20,962) | 348,604 | 217,870 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Share-based compensation | 552 | 552 | |||||||||||||||||||
Distributions to investors | (2,816) | (2,816) | |||||||||||||||||||
Net loss | (57,011) | (23,546) | (23,546) | (31,153) | (2,312) | ||||||||||||||||
CRII, CMRI and CMRII Merger (in shares) | 5,762,253 | 5,232,957 | |||||||||||||||||||
CRII, CMRI and CMRII Merger | $ (9,353) | $ (6,376) | $ 70,094 | $ 57,376 | $ 58 | $ 52 | $ 70,036 | $ 57,324 | $ (79,447) | $ (63,752) | |||||||||||
Development contributions from noncontrolling interests | 567 | 0 | 567 | ||||||||||||||||||
Common stock repurchases (in shares) | (81,524) | ||||||||||||||||||||
Repurchase of common stock | (839) | $ (1,440) | (839) | $ (1) | (838) | $ (1,440) | |||||||||||||||
Other | (863) | (863) | (863) | ||||||||||||||||||
Distributions to investors | $ (6,872) | (3,961) | (95) | ||||||||||||||||||
Shares outstanding, ending balance (in shares) at Sep. 30, 2021 | 23,576,045 | 23,576,045 | |||||||||||||||||||
Stockholders' equity, ending balance at Sep. 30, 2021 | $ 579,354 | $ 193,921 | $ 235 | $ 251,835 | $ (13,641) | $ (44,508) | $ 312,602 | $ 72,831 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (81,421) | $ (6,756) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 43,536 | 5,629 |
Share-based compensation | 1,018 | 49 |
Other operating | 1,150 | 460 |
Equity in earnings (losses) of unconsolidated real estate entities | 855 | (1,273) |
Distributions from unconsolidated real estate entities - return on capital | 2,936 | 0 |
Changes in operating assets and liabilities: | ||
Other assets | (431) | (372) |
Performance participation allocation | 35,979 | 0 |
Accounts payable, accrued expenses and other liabilities | 7,220 | 2,438 |
Net cash provided by operating activities | 10,842 | 175 |
Cash flows from investing activities: | ||
Cash, cash equivalents and restricted cash acquired in connection with the CRII Merger | 51,943 | 0 |
Acquisition of real estate | 0 | (53,905) |
Capital expenditures and development activities | (50,625) | (164) |
Investments in unconsolidated real estate entities | (12,909) | (20,211) |
Contributions to investments in real-estate related loans | (10,871) | (4,774) |
Proceeds from settlement of investments in real-estate related loans | 9,332 | 0 |
Other investing activities | 941 | 0 |
Net cash used in investing activities | (12,189) | (79,054) |
Cash flows from financing activities: | ||
Principal payments on mortgage notes | (195) | 0 |
Proceeds from revolving credit facility | 8,500 | 12,000 |
Repayments on revolving credit facility | (15,000) | (13,500) |
Proceeds from construction loans | 37,816 | 0 |
Proceeds from issuance of Series 2019 Preferred Stock, net of issuance costs | 46,771 | 17,446 |
Repurchase of preferred stock | (1,006) | 0 |
Proceeds from issuance of common stock | 0 | 26,513 |
Repurchase of common stock | (839) | (269) |
Repurchase of OP Units | (1,440) | 0 |
Distributions to common stockholders | (6,382) | (2,997) |
Distributions to noncontrolling interests - limited partners | (6,260) | 0 |
Distributions to noncontrolling interests - partially owned entities | (1,383) | 0 |
Other financing activities | (834) | 0 |
Net cash provided by financing activities | 59,748 | 39,193 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 58,401 | (39,686) |
Cash and cash equivalents and restricted cash, beginning of period | 4,633 | 47,742 |
Cash and cash equivalents and restricted cash, end of period | 63,034 | 8,056 |
Reconciliation of cash and cash equivalents and restricted cash to the condensed consolidated balance sheets: | ||
Cash and cash equivalents | 41,313 | 7,775 |
Restricted cash | 21,721 | 281 |
Total cash and cash equivalents and restricted cash | 63,034 | 8,056 |
Fair value of assets acquired and liabilities assumed with the CRII Merger: | ||
Real estate assets | 1,296,241 | 0 |
Investments in unconsolidated real estate entities | 118,829 | 0 |
Intangibles | 32,122 | 0 |
Debt | 734,852 | 0 |
Preferred stock | 143,979 | 0 |
Other assets acquired | 62,166 | 0 |
Other liabilities assumed | 40,935 | 0 |
Fair value of equity issued to CRII Shareholders in the CRII Merger | 4,658 | 0 |
Fair value of noncontrolling interests from the CRII Merger | 584,934 | 0 |
Credit facility entered into in conjunction with acquisition of real estate | 0 | 49,616 |
Cottonwood Multifamily REIT I, Inc. | ||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | ||
Settlement of promote | 5,585 | 0 |
Settlement of CMRI and CMRII promissory notes and interest with CROP | 1,545 | 0 |
Net liabilities assumed | 2,223 | 0 |
Cottonwood Multifamily REIT II, Inc. | ||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | ||
Settlement of promote | 2,424 | 0 |
Settlement of CMRI and CMRII promissory notes and interest with CROP | 2,475 | 0 |
Net liabilities assumed | $ 1,477 | $ 0 |
Organization and Business
Organization and Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business Cottonwood Communities, Inc. ("CCI") is a Maryland corporation formed to invest in multifamily apartment communities and real estate-related assets located throughout the United States. The Company elected to be taxed as a real estate investment trust or REIT beginning with the taxable year ending December 31, 2019. The Operating Partnership, together with its subsidiaries, holds the Company's real estate interests and conducts the ongoing operations of the Company. Our Operating Partnership was Cottonwood Communities O.P., LP ("CCOP") prior to the CRII Merger and is Cottonwood Residential O.P., LP ("CROP") after the CRII Merger. The CRII Merger is defined and described in more detail below. CCI is the sole member of the general partner of the Operating Partnership, and owns general partners interests in our Operating Partnership alongside third party limited partners. As used herein, the term “Company”, “we”, “our” or “us” includes our Operating Partnership and its subsidiaries, unless the context indicates otherwise. CC Advisors III, LLC ("CCA III") manages our business as our external advisor and, as of the CRII Merger described below, is the Special Limited Partner owning a special partner interest in CROP. Following the CRII Merger, we became the property manager for our stabilized multifamily apartment communities and employ certain personnel who manage our operations directly. We conducted an initial public offering of $750.0 million in shares of common stock (the "Offering"), consisting of $675.0 million in shares offered in our primary offering and $75.0 million in shares offered through our distribution reinvestment plan (the "DRP Offering”) from August 2018 through December 2020 when our board of directors suspended the Offering to pursue the mergers described below. The Offering consisted of two classes of our common stock, Class A and Class TX (previously designated Class T). The share classes had different underwriting compensation expenses that were paid on our behalf by CCA III. We received gross offering proceeds in the Offering, including proceeds in the DRP Offering of approximately $122.0 million. On August 12, 2021, we filed a registration statement to register $1.0 billion in shares of common stock in a follow-on offering (the "Follow-on Offering"), consisting of $900.0 million in shares of Class T, Class D and Class I common stock offered in a primary offering and $100.0 million in shares of Class A, Class TX, Class T, Class D and Class I common stock offered through the DRP Offering. Underwriting compensation expenses for the Follow-on Offering will effectively be paid by purchasers of the new classes or borne by us. On November 4, 2021 the SEC declared our registration statement for the follow-on offering effective. On November 8, 2019, we launched a private placement offering exempt from registration under the Securities Act (the "Private Offering") pursuant to which, as of September 30, 2021, we were offering $100.0 million in shares of Series 2019 Preferred Stock to accredited investors at a purchase price of $10.00 per share. Subsequent to September 30, 2021, and as described in Note 1 3 , our board of directors approved an increase in the size of the Private Offering to $125.0 million. Offering-related expenses in the Private Offering are paid from offering proceeds. We own and operate a diverse portfolio of investments in multifamily apartment communities located in targeted markets throughout the United States. As of September 30, 2021, we owned interests in 29 multifamily apartment communities with a total of 8,373 units, which includes 1,079 units in four multifamily apartment communities under construction. In addition, we had preferred equity investments in three multifamily apartment developments totaling 1,073 units, a mezzanine loan in one 300-unit multifamily apartment development, two parcels of land held for development as well as various smaller real estate investments. We also manage 21 properties for third parties, bringing the total number of multifamily apartment communities which we own interests in, invest, or manage to 56, representing 15,557 units in 13 states. Merger with Cottonwood Residential II, Inc. and Cottonwood Residential O.P., LP On May 7, 2021, we completed our merger with Cottonwood Residential II, Inc. ("CRII") (the "CRII Company Merger"), and the merger of CCOP with and into CROP (the “CROP Merger,” and together with the CRII Company Merger, the "CRII Merger") through a stock-for-stock and unit-for-unit transaction provided for pursuant to the Agreement and Plan of Merger dated January 26, 2021 by and among us, CCOP, Cottonwood Communities GP Subsidiary, LLC ("Merger Sub"), CRII and CROP. At the effective time of the CRII Merger, each issued and outstanding share of CRII’s common stock (the “CRII Common Stock”) converted into 2.015 shares of shares of our Class A common stock, each issued and outstanding share of Series 2016 preferred stock of CRII converted into one share of our newly designated Series 2016 preferred stock, and each issued and outstanding share of Series 2017 preferred stock of CRII converted into one share of our newly designated Series 2017 preferred stock. At the effective time of the CROP Merger, each participating partnership unit of CROP (i.e., all CROP partnership units other than preferred units) issued and outstanding immediately prior to the CROP Merger split into 2.015 participating partnership units of CROP (the “CROP Unit Split”), whereupon (i) each issued and outstanding Series 2019 preferred unit of CCOP ("CCOP Series 2019 Preferred Stock") converted into one Series 2019 preferred unit of CROP, the terms of which mirrored the CCOP Series 2019 Preferred Stock, (ii) each issued and outstanding LTIP Unit of CCOP (the “CCOP LTIP Units”) was converted into the right to receive one LTIP Unit of CROP, the terms and conditions of which mirrored the CCOP LTIP Units, (iii) each issued and outstanding Special LTIP Unit of CCOP (the “CCOP Special LTIP Units”) converted into the right to receive one Special LTIP Unit of CROP, the terms and conditions of which mirrored the CCOP Special LTIP Units, and (iv) except as set forth above, each issued and outstanding general partner unit of CCOP and CCOP Common Unit converted into the right to receive one common limited partner unit of CROP (“CROP Common Unit”). After giving effect to the CROP Unit Split, each CROP Common Unit, general partner unit and LTIP unit issued and outstanding immediately prior to the effective time of the CROP Merger remained outstanding, and each CROP preferred unit issued and outstanding immediately prior to the effective time of the CROP Merger remained outstanding and continues to be held by the general partner, Merger Sub. Upon consummation of the CRII Merger, the separate existence of CRII and CCOP ceased. The CRII Merger was intended to qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Internal Revenue Code of 1986, as amended. As a result of the CRII Merger, we acquired CRII’s property management business and its employees as well as the personnel who historically performed certain administrative and other services for us on behalf of CCA III, including legal, accounting, property development oversight and certain services relating to construction management, shareholder relations, human resources, renter insurance and information technology. As a result of the CRII Merger, we manage approximately 13,400 units in stabilized assets, including approximately 7,300 for Cottonwood affiliates (including us), and are currently leasing up a 341 unit development project. We also directly employ the individuals that perform the foregoing administrative services. CCA III continues to manage our business as our external advisor pursuant to an amended and restated advisory agreement. Change in Sponsor Immediately prior to the consummation of the CRII Merger, CRII and its affiliates completed certain transactions to restructure the ownership of CCA III such that our sponsor changed from CRII to Cottonwood Communities Advisors, LLC, the sole owner of CCA III. CMRI Merger and CMRII Merger In addition to the CRII Merger that closed on May 7, 2021, on January 26, 2021, we entered into separate merger agreements to acquire each of Cottonwood Multifamily REIT I, Inc. ("CMRI") and its operating partnership ("CMRI Merger") and Cottonwood Multifamily REIT II, Inc. ("CMRII") and its operating partnership ("CMRII Merger") in stock-for-stock transactions. Each REIT merger was intended to qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Internal Revenue Code of 1986, as amended. On July 15, 2021, we completed the CMRI Merger and the CMRII Merger. At the effective time of the CMRI Merger, each issued and outstanding share of CMRI’s common stock converted into 1.175 shares of our Class A common stock. At the effective time of the CMRII Merger, each issued and outstanding share of CMRII’s common stock converted into 1.072 shares of our Class A common stock. In addition, each partnership unit in CMRI's operating partnership and CMRII's operating partnership, which equaled the total number of common stock in CMRI and CMRII, respectively, issued and outstanding immediately prior to the respective merger, converted into common limited partner units in CROP at the same exchange ratio. Upon consummation of the CMRI Merger and the CMRII Merger, the separate existence of CMRI and CMRII and their related operating partnerships ceased. Each asset held by CMRI and CMRII was owned through joint ventures with CROP. As a result of the consummation of the CMRI Merger and the CMRII Merger, our ownership interest in the properties held through joint ventures with CMRI and CMRII increased to 100% on July 15, 2021. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed 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”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The condensed consolidated financial statements, including the condensed notes thereto, are unaudited and exclude some of the disclosures required in audited financial statements. The condensed consolidated balance sheet as of December 31, 2020 has been derived from the Company’s audited financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with GAAP. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the period ending December 31, 2020 filed with the SEC. The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries for which we have a controlling interest. All intercompany balances and transactions have been eliminated in consolidation. Some of our partially owned and unconsolidated properties are owned through a tenant in common (“TIC interest”) structure. TIC interests constitute separate and undivided interests in real property. TIC interests in properties for which we exercise significant influence are accounted for using the equity method of accounting until we have acquired a 100% interest in the property. Certain amounts in the prior year condensed consolidated financial statements and notes to the condensed consolidated financial statements have been reclassified to conform to the current year presentation. Such reclassifications did not impact previously reported net loss or accumulated deficit or change net cash provided by or used in operating, investing or financing activities. Business Combinations The CRII Merger was accounted for as a business combination. We account for business combinations by recognizing assets acquired and liabilities assumed at their fair values as of the acquisition date and expensing transaction costs. Differences between the transaction price and the fair value of identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree, are accounted for as goodwill, or conversely, as a gain on bargain purchase. Transaction costs are included within general and administrative expenses on our condensed consolidated statements of operations as incurred. Organization and Offering Costs All organization and offering costs in connection with the distribution of Class A and Class TX shares in the primary portion of the Offering were the obligation of our advisor. We did not incur any liability for or reimburse our advisor for any of these organizational and offering costs, which totaled $14.1 million. Organization and offering costs in connection with the distribution of our Class T, Class D and Class I shares will be paid by purchasers of the shares or borne by us. Other Assets Other assets consist primarily of intangible assets acquired in connection with the CRII Merger, as well as receivables, deferred tax assets, prepaid expenses, equipment, related party notes, related party receivables and other assets. Unsecured Promissory Notes The 2017 and 2019 6% Notes and 2017 6.25% Notes are unsecured notes issued to investors outside of the United States. These unsecured promissory notes are described in Note 6 . These instruments are similar in nature, have fixed interest rates and maturity dates, and are denominated in U.S. dollars. Noncontrolling Interests The portion of ownership interests in consolidated entities not held by CCI are reported as noncontrolling interests. Equity and net income (loss) attributable to CCI and to noncontrolling interests are presented separately on the consolidated financial statements. Changes in noncontrolling ownership interests, as in the case of the CMRI Merger and CMRII Merger, are accounted for as equity transactions. Noncontrolling interest – limited partners – These noncontrolling interests represent ownership interest in CROP ("OP Units") not held by CCI, the general partner. Net income or loss is allocated to these limited partners of CROP based on their ownership percentage. Issuance of additional common stock by CCI or OP Units to limited partners changes the ownership interests of both CCI and the limited partners of CROP. Consistent with the one-for-one relationship between the OP Units issued to CCI, limited partners are attributed a share of net income or loss in CROP based on their weighted-average ownership interest in CROP during the period. Noncontrolling interest – partially owned entities – These noncontrolling interests represent ownership interests that are not held by us in consolidated entities. Net income (loss) is allocated to noncontrolling interests in partially owned entities based on ownership percentage in those entities. Refer to Note 11 for more information on our noncontrolling interests. |
Real Estate Assets, Net
Real Estate Assets, Net | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Real Estate Assets, Net | Real Estate Assets, Net The following table summarizes the carrying amounts of our consolidated real estate assets (in thousands): September 30, 2021 December 31, 2020 Land $ 169,751 $ 23,894 Buildings and improvements 1,113,158 139,110 Furniture, fixtures and equipment 3,073 3,983 Intangible assets 37,027 3,809 Construction in progress (1) 194,811 — 1,517,820 170,796 Less: Accumulated depreciation and amortization (51,940) (9,704) Real estate assets, net $ 1,465,880 $ 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, CCI 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 stockholders 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 per share 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 40,935 Total liabilities assumed 919,766 Consolidated net assets acquired 589,592 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 September 30, 2021 are as follows (in thousands): Revenue $ 43,801 Net loss $ (29,272) 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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Pro forma revenue: Historic results $ 30,560 $ 3,227 $ 53,217 $ 7,967 CRII Merger (excluding those in historic results) — 21,045 36,657 64,590 Total $ 30,560 $ 24,272 $ 89,874 $ 72,557 Pro forma net loss: Historic results $ (57,011) $ (3,319) $ (81,421) $ (6,756) CRII Merger (excluding those in historic results) 16,609 (8,556) (13,300) (58,197) Total $ (40,402) $ (11,875) $ (94,721) $ (64,953) 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 nine months ended September 30, 2020 include the amortization of $33.2 million of intangible lease assets, which have a weighted-average amortization period of 0.5 years. CMRI Merger and CMRII Merger We consolidated the properties that CMRI and CMRII invested in through joint ventures with CROP with the closing of the CRII Merger in May 2021. As a result of the consummation of the CMRI Merger and the CMRII Merger in July 2021, our ownership interest in these properties increased to 100%. The acquisition of an additional ownership interest of a consolidated entity is accounted for as an equity transaction. Accordingly, CMRI's and CMRII's noncontrolling interest in the properties was reduced by its carrying amount and the difference between the carrying amount and the consideration paid was recorded as an adjustment to our equity through additional paid-in capital. Information regarding these equity transactions is as follows (in thousands, except share and per share data): Consideration CMRI Merger CMRII Merger Common stock issued and outstanding 4,904,045 4,881,490 Exchange ratio 1.175 1.072 CCI common stock issued as consideration 5,762,253 5,232,957 Per share value of CCI Common Stock $ 11.7865 $ 11.7865 Fair value of CCI Common Stock issued $ 67,917 $ 61,678 Settlement of promote 5,585 2,424 Settlement of CMRI and CMRII promissory notes and interest with CROP 1,545 2,475 Net liabilities assumed 2,223 1,477 Total consideration $ 77,270 $ 68,054 Change in equity CMRI Merger CMRII Merger Carrying amount of noncontrolling interest $ 79,447 $ 63,752 Total consideration 77,270 68,054 Additional paid in capital adjustment $ 2,177 $ (4,302) Fair value of CCI Common Stock issued $ 67,917 $ 61,678 Additional paid in capital adjustment 2,177 (4,302) Total change in equity $ 70,094 $ 57,376 Asset acquisition During the nine months ended September 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 nine months ended September 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 |
Investments in Unconsolidated R
Investments in Unconsolidated Real Estate Entities | 9 Months Ended |
Sep. 30, 2021 | |
Real Estate [Abstract] | |
Investments in Unconsolidated Real Estate Entities | Investments in Unconsolidated Real Estate Entities Our investments in unconsolidated real estate entities consist of ownership interests in stabilized properties and preferred equity investments as follows as of September 30, 2021 and December 31, 2020 (in thousands): Balance at Property / Development Location % Owned September 30, 2021 December 31, 2020 Stabilized Assets 3800 Main Houston, TX 50.0% $ 10,372 $ — Cottonwood Bayview St. Petersburg, FL 71.0% 32,274 — Cottonwood Ridgeview Plano, TX 90.5% 35,169 — Fox Point Salt Lake City, UT 52.8% 16,674 — Toscana at Valley Ridge Lewisville, TX 58.6% 9,594 — Melrose Phase II Nashville, TN 24.9% 5,035 — Preferred Equity Investments Lector85 Ybor City, FL 12,599 11,396 Vernon Boulevard Queens, NY 17,499 15,886 Riverfront West Sacramento, CA 16,212 2,718 Other 2,487 — Total $ 157,915 $ 30,000 Our investments in unconsolidated real estate entities for the stabilized assets above were acquired on May 7, 2021 as part of the CRII Merger. Equity in losses for our stabilized assets during the period from the CRII Merger closing on May 7, 2021 to September 30, 2021 was $4.8 million. Our preferred equity investments, which are in development projects, 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. Equity in earnings for our preferred equity investments for the nine months ended September 30, 2021 and 2020 were approximately $3.9 million and $1.3 million, respectively. During the nine months ended September 30, 2021, we funded the remaining $12.4 million commitment on our Riverfront preferred equity investment. As of September 30, 2021, we had fully funded our commitments on all of our preferred equity investments. Dolce B Note On May 7, 2021, the borrower of the Dolce B Note prepaid in full the outstanding principal balance plus accrued interest as a result of refinancing the project upon completion. During the period from January 1, 2021 to May 7, 2021, we issued approximately $1.1 million, bringing the total amount funded on the $10.0 million B Note to approximately $9.3 million prior to repayment by the borrower in full on May 7, 2021. During the period from January 1, 2021 to the May 7, 2021, net interest income from the Dolce B Note was approximately $326,000. Net interest income from the Dolce B Note was approximately $172,000 and $361,000 for the three and nine months ended September 30, 2020, respectively, and is classified within other revenues on our condensed consolidated statements of operations. Integra Peaks Mezzanine Loan On June 30, 2021, we entered into a co-lender agreement to participate in a $19.5 million mezzanine loan originated for the purpose of developing a 300-unit multifamily apartment community located in Reno, Nevada. The project is expected to consist of five 4-story elevator serviced garden-style apartments situated on a 12.1 acre site. The borrower, an unaffiliated third party, will use the mezzanine loan proceeds, along with $14.1 million in common equity and $42.5 million in construction loan proceeds to complete the project. Pursuant to the terms of the co-lender agreement, we committed to fund a total of $13.0 million of the mezzanine loan, with the remaining $6.5 million funded by our co-lender (an unaffiliated third party). Generally, we and our co-lender participate on parity with respect to draw requests, interest and priority in repayment at maturity. The mezzanine loan bears interest at a rate of 12.0% per annum, compounded monthly, and, subject to certain limitations and fees, may be prepaid in whole or in part. As of September 30, 2021, the borrower had funded its entire common equity commitment and we had funded approximately $9.7 million of our commitment under the co-lender agreement. The undrawn mezzanine loan proceeds are expected to be fully drawn by the end of 2021, at which point the borrower will commence draws on the construction loan. The mezzanine loan has an original maturity date of March 30, 2024 with two one-year extension options. Net interest income from the Integra Peaks Mezzanine Loan was approximately $216,000 for both the three and nine months ended September 30, 2021 and is classified within other revenues on our condensed consolidated statements of operations. |
Investments in Real-Estate Rela
Investments in Real-Estate Related Loans | 9 Months Ended |
Sep. 30, 2021 | |
Real Estate [Abstract] | |
Investments in Real-Estate Related Loans | Investments in Unconsolidated Real Estate Entities Our investments in unconsolidated real estate entities consist of ownership interests in stabilized properties and preferred equity investments as follows as of September 30, 2021 and December 31, 2020 (in thousands): Balance at Property / Development Location % Owned September 30, 2021 December 31, 2020 Stabilized Assets 3800 Main Houston, TX 50.0% $ 10,372 $ — Cottonwood Bayview St. Petersburg, FL 71.0% 32,274 — Cottonwood Ridgeview Plano, TX 90.5% 35,169 — Fox Point Salt Lake City, UT 52.8% 16,674 — Toscana at Valley Ridge Lewisville, TX 58.6% 9,594 — Melrose Phase II Nashville, TN 24.9% 5,035 — Preferred Equity Investments Lector85 Ybor City, FL 12,599 11,396 Vernon Boulevard Queens, NY 17,499 15,886 Riverfront West Sacramento, CA 16,212 2,718 Other 2,487 — Total $ 157,915 $ 30,000 Our investments in unconsolidated real estate entities for the stabilized assets above were acquired on May 7, 2021 as part of the CRII Merger. Equity in losses for our stabilized assets during the period from the CRII Merger closing on May 7, 2021 to September 30, 2021 was $4.8 million. Our preferred equity investments, which are in development projects, 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. Equity in earnings for our preferred equity investments for the nine months ended September 30, 2021 and 2020 were approximately $3.9 million and $1.3 million, respectively. During the nine months ended September 30, 2021, we funded the remaining $12.4 million commitment on our Riverfront preferred equity investment. As of September 30, 2021, we had fully funded our commitments on all of our preferred equity investments. Dolce B Note On May 7, 2021, the borrower of the Dolce B Note prepaid in full the outstanding principal balance plus accrued interest as a result of refinancing the project upon completion. During the period from January 1, 2021 to May 7, 2021, we issued approximately $1.1 million, bringing the total amount funded on the $10.0 million B Note to approximately $9.3 million prior to repayment by the borrower in full on May 7, 2021. During the period from January 1, 2021 to the May 7, 2021, net interest income from the Dolce B Note was approximately $326,000. Net interest income from the Dolce B Note was approximately $172,000 and $361,000 for the three and nine months ended September 30, 2020, respectively, and is classified within other revenues on our condensed consolidated statements of operations. Integra Peaks Mezzanine Loan On June 30, 2021, we entered into a co-lender agreement to participate in a $19.5 million mezzanine loan originated for the purpose of developing a 300-unit multifamily apartment community located in Reno, Nevada. The project is expected to consist of five 4-story elevator serviced garden-style apartments situated on a 12.1 acre site. The borrower, an unaffiliated third party, will use the mezzanine loan proceeds, along with $14.1 million in common equity and $42.5 million in construction loan proceeds to complete the project. Pursuant to the terms of the co-lender agreement, we committed to fund a total of $13.0 million of the mezzanine loan, with the remaining $6.5 million funded by our co-lender (an unaffiliated third party). Generally, we and our co-lender participate on parity with respect to draw requests, interest and priority in repayment at maturity. The mezzanine loan bears interest at a rate of 12.0% per annum, compounded monthly, and, subject to certain limitations and fees, may be prepaid in whole or in part. As of September 30, 2021, the borrower had funded its entire common equity commitment and we had funded approximately $9.7 million of our commitment under the co-lender agreement. The undrawn mezzanine loan proceeds are expected to be fully drawn by the end of 2021, at which point the borrower will commence draws on the construction loan. The mezzanine loan has an original maturity date of March 30, 2024 with two one-year extension options. Net interest income from the Integra Peaks Mezzanine Loan was approximately $216,000 for both the three and nine months ended September 30, 2021 and is classified within other revenues on our condensed consolidated statements of operations. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Mortgage Notes and Revolving Credit Facility The following table is a summary of the mortgage notes and revolving credit facility secured by our properties as of September 30, 2021 and December 31, 2020 ($ in thousands): Principal Balance Outstanding Indebtedness Weighted-Average Interest Rate Weighted-Average Remaining Term (1) September 30, 2021 December 31, 2020 Fixed rate loans Fixed rate mortgages 4.03% 3.9 Years $ 213,400 $ 35,995 Total fixed rate loans 213,400 35,995 Variable rate loans (2) Floating rate mortgages 2.80% 6.3 Years 440,813 — Variable rate revolving credit facility (3) 1.63% 3.5 Years 29,000 35,500 Total variable rate loans 469,813 35,500 Total secured loans 683,213 71,495 Unamortized debt issuance costs (999) (1,175) Premium on assumed debt, net 3,291 — Mortgage notes and revolving credit facility, net $ 685,505 $ 70,320 (1) For loans where we have the ability to exercise extension options at our own discretion, the maximum maturity date has been assumed. (2) The interest rate of our variable rate loans is primarily based on one-month LIBOR. (3) We may obtain advances secured against Cottonwood One Upland up to $67.6 million on our variable rate revolving credit facility, as well as finance other future acquisitions up to $125.0 million in total revolving debt capacity, as long as certain loan-to-value ratios and other requirements are maintained. The aggregate maturities, including amortizing principal payments on mortgage notes for years subsequent to September 30, 2021 are as follows (in thousands): Year Total 2021 $ 582 2022 2,354 2023 112,456 2024 140,371 2025 4,106 Thereafter 423,344 $ 683,213 We are in compliance with all covenants associated with our mortgage notes and revolving credit facility as of September 30, 2021. Construction Loans Information on our construction loans are as follows ($ in thousands): Development Interest Rate Final Expiration Date Loan Amount Amount Drawn at Sugarmont One-Month USD Libor + 3.0% September 30, 2022 $ 63,250 $ 57,287 Park Avenue One-Month USD Libor + 1.75% November 30, 2023 37,000 24,654 Cottonwood on Broadway One-Month USD Libor + 1.9% May 15, 2024 44,625 19,989 Cottonwood on Highland One-Month USD Libor + 2.75% (1) December 1, 2024 37,000 — $ 181,875 $ 101,930 (1) The Libor rate for the Cottonwood on Highland construction loan is subject to a minimum floating index embedded floor rate of 0.5%, resulting in a minimum interest rate of 3.25%. Unsecured Promissory Notes, Net CROP issued notes to foreign investors outside of the United States. These notes are unsecured and subordinate to all of CROP's debt. Each note has two one-year extension options during which the interest rate will increase 0.25% each additional period. Information on our unsecured promissory notes are as follows ($ in thousands): Offering Size Interest Rate Maturity Date September 30, 2021 2017 6.25% Notes $ 5,000 6.25% December 31, 2021 $ 5,000 2017 6% Notes 35,000 6.00% December 31, 2022 20,918 2019 6% Notes 25,000 6.00% December 31, 2023 22,725 $ 65,000 $ 48,643 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021 and December 31, 2020, 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, volatility, 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 (in thousands): September 30, 2021 December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value Financial Asset: Investments in real-estate related loans $ 9,737 $ 9,737 $ 8,206 $ 8,206 Financial Liability: Fixed rate mortgages $ 213,400 $ 217,326 $ 35,995 $ 38,658 Floating rate mortgages $ 440,813 $ 443,290 $ — $ — Variable rate revolving credit facility $ 29,000 $ 29,000 $ 35,500 $ 35,500 Construction loans $ 101,930 $ 101,930 $ — $ — Series 2016 Preferred Stock $ 140,428 $ 140,428 $ — $ — Series 2017 Preferred Stock $ 2,586 $ 2,586 $ — $ — Series 2019 Preferred Stock $ 85,944 $ 85,944 $ 32,933 $ 32,933 Unsecured promissory notes, net $ 48,643 $ 48,643 $ — $ — Our investments in real-estate related loans, fixed and floating rate mortgages, variable rate revolving credit facility, construction loans, preferred stock and unsecured promissory notes are categorized as Level 3 in the fair value hierarchy. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Preferred Stock | Preferred Stock We have three classes of preferred stock outstanding, Series 2016, Series 2017 and Series 2019, each of which were offered at a price of $10.00 per share. Our Series 2016 Preferred Stock and the Series 2017 Preferred Stock were issued in connection with the CRII Merger in exchange for the corresponding series of preferred stock held at CRII. The Series 2019 Preferred Stock is currently being offered for sale in the Private Offering. Each class of preferred stock receives a fixed preferred dividend based on a cumulative, but not compounded, annual return. Each class has a fixed redemption date with extension options at our discretion, subject to an increase in the preferred dividend rate, and is classified as a liability on the condensed consolidated balance sheet. Dividends to preferred stockholders are classified as interest expense on the condensed consolidated statement of operations. We can also redeem our preferred stock early for cash plus all accrued and unpaid dividends. Information on our preferred stock is as follows: Shares Outstanding at Dividend Rate Extension Dividend Rate Redemption Date Maximum Extension Date September 30, 2021 December 31, 2020 Series 2016 Preferred Stock (1) 6.5% 7.0% January 31, 2022 January 31, 2023 14,042,810 — Series 2017 Preferred Stock 7.5% 8.0% January 31, 2022 January 31, 2024 258,550 — Series 2019 Preferred Stock 5.5% 6.0% December 31, 2023 December 31, 2025 8,594,356 3,308,326 (1) As of September 30, 2021, we are currently in the first extension period on our Series 2016 Preferred Stock resulting in an extension dividend rate of 7.0%. During the nine months ended September 30, 2021 and 2020 we issued approximately $52.5 million and $19.4 million of Series 2019 Preferred Stock. During the nine months ended September 30, 2021 and 2020, we incurred approximately $2.2 million and $451,000 in dividends on our Series 2019 Preferred Stock, respectively. During the period from the CRII Merger closing on May 7, 2021 to September 30, 2021, we incurred approximately $4.0 million and $78,000 in dividends on our Series 2016 Preferred Stock and Series 2017 Preferred Stock, respectively. During the nine months ended September 30, 2021, we repurchased 10,000 shares of Series 2019 Preferred Stock for $90,000 and during the period from the CRII Merger closing on May 7, 2021 to September 30, 2021 we repurchased 96,490 shares of Series 2016 Preferred Stock for approximately $916,000. No shares of Series 2019 Preferred Stock were repurchased during the nine months ended September 30, 2020. Our preferred stock ranks senior to our common stock and on parity with each other with respect to distribution rights and rights upon liquidation, dissolution or winding up. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' EquityOther than the 11,425,280 of total common stock issued in connection with the CRII Merger, the CMRI Merger and the CMRII Merger, no shares of common stock were issued during the three or nine months ended September 30, 2021 as our offering was suspended. During the three and nine months ended September 30, 2020, we issued approximately $7.4 million and $27.4 million of common stock in the Offering, respectively. As of September 30, 2021, we had 23,576,045 of common stock outstanding, of which 23,558,527 was Class A common stock and 17,518 was Class TX (formerly Class T) common stock. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions Asset Management Fee Under the amended and restated advisory agreement entered May 7, 2021, CROP pays our advisor a monthly management fee equal to 0.0625% of GAV (gross asset value of CROP, calculated pursuant to our valuation guidelines and reflective of the ownership interest held by CROP in such gross assets), subject to a cap of 0.125% of net asset value of CROP. Prior to May 7, 2021, we paid our advisor an annual asset management fee in an amount equal to 1.25% per annum (paid monthly) of the gross book value of our assets as of the last day of the prior month. Asset management fees to our advisor for the three months ended September 30, 2021 and 2020 were approximately $2.4 million and $811,000, respectively. Asset management fees to our advisor for the nine months ended September 30, 2021 and 2020 were approximately $4.7 million and $1.9 million, respectively. Performance Participation Allocation The Special Limited Partner, so long as the advisory agreement has not been terminated, holds a performance participation interest in CROP that entitles it to receive an allocation of CROP's total return to its capital account. Total return is defined as all distributions accrued or paid (without duplication) on the Participating Partnership units (all units in our Operating Partnership with the exception of preferred units) plus the change in the aggregate net asset value of such Participating Partnership units. Under the Operating Partnership agreement, the annual total return will be allocated solely to the Special Limited Partner only after the other unit holders have received a total return of 5% (after recouping any loss carryforward amount) and such allocation will continue until the allocation between the Special Limited Partner and all other unit holders is equal to 12.5% and 87.5%, respectively. Thereafter, the Special Limited Partner will receive an allocation of 12.5% of the annual total return. The allocation of the performance participation interest is ultimately determined at the end of each calendar year, accrues monthly and will be paid in cash or Class I units at the election of the Special Limited Partner after the completion of each calendar year. During the period from the CRII Merger closing on May 7, 2021 to September 30, 2021, we recognized $36.0 million of performance participation expense, an increase of $29.5 million from June 30, 2021, as a result of the increase in the value of our net assets. CROP's Operating Partnership agreement was amended with the CRII Merger in May 2021 to provide for the performance participation allocation. Therefore, no performance participation allocation was recognized prior to the CRII Merger. Other |
Noncontrolling Interests
Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling Interests - Limited Partners Common Limited OP Units and LTIP Units are CROP units not owned by CCI and collectively referred to as “Noncontrolling Interests – Limited Partners.” Common Limited OP Units - Common Limited OP Units share in the profits, losses and cash distributions of CROP as defined in the partnership agreement, subject to certain special allocations and receive distributions equivalent to distributions declared to the holders of CCI common stock. LTIP Units - Certain executives and key employees receive LTIP Units in CROP as equity incentive compensation. LTIP Units are a separate series of limited partnership units, which are convertible into Common Limited OP Units upon achieving certain time vesting and performance requirements. Unless otherwise provided, the time vesting LTIP Units (whether vested or unvested) entitle the holder to receive current distributions from CROP, and the performance LTIP Units (whether vested or unvested) entitle the holder to receive 10% of the current distributions from CROP during the applicable performance period. When the LTIP Units have vested and sufficient income has been allocated to the holder of the vested LTIP Units, the LTIP Units will automatically convert to Common Limited OP Units in CROP on a one-for-one basis. LTIP Units constitute profits interests and have no voting rights in CROP. In conjunction with the CRII Merger, 528,451 time vesting LTIP units were awarded to executives as retention grants. As of September 30, 2021, there were 661,391 unvested time LTIP awards and 430,851 unvested performance LTIP awards outstanding. Share-based compensation was approximately $1.0 million and $49,000 for the nine months ended September 30, 2021 and 2020, respectively. Total unrecognized compensation expense for LTIP Units at September 30, 2021 is approximately $7.0 million and is expected to be recognized on a straight-line basis through June 2025. Noncontrolling Interests - Partially Owned Entities As of September 30, 2021, noncontrolling interests in entities not wholly owned by us ranged from 1% to 81%, with the average being 24%. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Integra Peaks Mezzanine Loan As of September 30, 2021, we had a remaining commitment of up to approximately $3.3 million on the Integra Peaks Mezzanine Loan. Litigation We are subject to a variety of legal actions in the ordinary course of our business, most of which are covered by liability insurance. While the resolution of these matters cannot be predicted with certainty, as of September 30, 2021, we believe the final outcome of such legal proceedings and claims will not have a material adverse effect on our liquidity, financial position or results of operations. Environmental As an owner of real estate, we are subject to various federal, state and local environmental laws. Compliance with existing laws has not had a material adverse effect on us. However, we cannot predict the impact of new or changed laws or regulations on our properties or on properties that we may acquire in the future. Distribution Reinvestment Plan We have adopted a distribution reinvestment plan whereby stockholders may elect to have us apply their dividends and other distributions to the purchase of additional shares of common stock. The distribution reinvestment plan was suspended in December 2020 along with the Offering. On August 10, 2021, our board of directors adopted an amended and restated distribution reinvestment plan in connection with the registration of new classes of shares in the Follow-on Offering. The per share purchase price for shares purchased pursuant to the distribution reinvestment plan will be equal to the transaction price for such shares in effect on the distribution date. Shares will generally be sold at the prior month’s NAV per share of the class of share being purchased (which will be our most recently disclosed NAV per share at such time). We may offer shares at a price that we believe reflects the NAV per share of such stock more appropriately than the prior month’s NAV per share (including by updating a previously disclosed transaction price) where we believe there has been a material change (positive or negative) to our NAV per share since the end of the prior month. However, our board of directors may determine, in its sole discretion, to designate certain distributions as ineligible for reinvestment through the distribution reinvestment plan, without notice to participants, without suspending the plan and without affecting the future operation of the plan with respect to participants. As of November 4, 2021 when the SEC declared the Follow-on Offering effective, we have resumed our distribution reinvestment plan offering. Share Repurchase Programs Preferred Stock Our board of directors has adopted a share repurchase program with respect to our preferred stock whereby, upon the request of a holder of our Series 2016, Series 2017 or 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 such preferred 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 (Series 2019), 6 years or more (Series 2016 and Series 2017) $10.00 Repurchase information on our Preferred Stock is disclosed in Note 8 above. Common Stock In December 2020, in conjunction with the pursuit of the mergers described in Note 1 , we suspended our share repurchase program that permits holders of common stock to request, on a periodic basis, that we repurchase all or any portion of their shares. Our board of directors approved the resumption of the share repurchase program effective for repurchases for the month ended June 30, 2021 onward. Our share repurchase program as currently in effect provides that we may make repurchases with an aggregate value of up to 2% of our aggregate net asset value or "NAV" each month and up to 5% of our NAV each quarter. We have no restrictions on the source of funds used to repurchase shares pursuant to our share repurchase program. For our Class T, Class D and Class I shares, the repurchase price will be equal to the transaction price at the date of repurchase, or at 95% of the transaction price on the repurchase date if the shares have been held for less than a year. For our Class A and Class TX (formerly Class T) shares, the repurchase price will be equal to the transaction price at the date of repurchase, subject to the following: (i) shares that have been outstanding six years or more will be repurchased at 100% of the transaction price, (ii) shares that have been outstanding for at least five years and less than six years will be repurchased at 95.0% of the transaction price, (iii) shares that have been outstanding for at least three years and less than five years will be repurchased at 90.0% of the transaction price and (iv) shares that have been outstanding for at least one year and less than three years will be repurchased at 85.0% of the transaction price. The transaction price is the then-current offering price per share and is generally the prior month’s NAV per share for such class. During both the three and nine months ended September 30, 2021, we repurchased 81,524 shares of Class A common stock pursuant to our share repurchase program for approximately $839,000, at an average repurchase price of $10.29. During both the three and nine months ended September 30, 2020, we repurchased 31,307 shares of Class A common stock pursuant to our share repurchase program for approximately $269,000, at an average repurchase price of $8.58. No shares of Class TX (formerly Class T) common stock were repurchased during the three or nine months ended September 30, 2021 and 2020. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events We evaluate subsequent events up until the date the condensed consolidated financial statements are issued and have determined there are none to be reported or disclosed in the condensed consolidated financial statements other than those mentioned below. Follow-on Offering On November 4, 2021, the SEC declared the Follow-on Offering effective and we commenced the offer and sale of up to $1.0 billion in shares of common stock, consisting of $900.0 million in shares of Class T, Class D and Class I common stock offered in a primary offering and $100.0 million in shares of Class A, Class TX, Class T, Class D and Class I common stock offered through the DRP Offering. Dividends Declared - Series 2016 Preferred Stock On November 9, 2021, our board of directors declared cash distributions at a daily distribution rate of $0.00191781 to holders of record of our Series 2016 Preferred Stock for each day in the months of December 2021, January 2022 and February 2022. The daily distribution rate is equal to 7.0% annually on the $10.00 purchase price. Dividends Declared - Series 2017 Preferred Stock On November 9, 2021, our board of directors declared cash distributions at a daily distribution rate of $0.00205479 to holders of record of our Series 2017 Preferred Stock for each day in the months of December 2021 and January 2022, at which point the redemption date is reached. We anticipate that the Series 2017 Preferred Stock will be fully redeemed on the January 31, 2022 redemption date. The daily distribution rate is equal to 7.5% annually on the $10.00 purchase price. Dividends Declared - Series 2019 Preferred Stock On November 9, 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 each day in the months of December 2021, January 2022 and February 2022. Distributions Declared - Common Stock On November 9, 2021, our board of directors declared a gross distribution for the month of November of $0.05416667, or $0.65 annually, for each class of our common stock to holders of record on November 30, 2021, to be paid in December. Each class of our common stock will receive the same aggregate gross distribution per share. The net distribution varies for each class based on applicable distribution fees, which are deducted from the monthly distribution per share and paid directly to the applicable distributor. Distributions Declared - CROP Units As the sole member of the sole general partner of CROP, we declared distributions on Common Limited OP Units an Preferred OP Units to correspond to the distributions declared on our common stock and preferred stock. Private Offering - Series 2019 Preferred Stock On October 7, 2021, our board of directors approved an increase in the size of the Private Offering for our Series 2019 Preferred Stock to 12,500,000 shares ($125.0 million). Alpha Mill Transaction On November 2, 2021, we sold to certain unaffiliated third parties approximately 43% of our 100% ownership interest in Alpha Mill apartments, a 267-unit apartment community located in Charlotte, North Carolina. Pursuant to the terms of the private offering through which the third party sales occurred, we may sell up to an additional 37% through March 31, 2022 (which date may be extended to August 31, 2022). We will retain at least a 20% ownership interest in Alpha Mill apartments under the terms of the offering and financing documents, and will also continue to provide property and asset management services. Among other material terms, the offering provides that each purchaser of an interest in Alpha Mill apartments will enter into an option agreement which provides us the right to re-acquire such purchasers interest at fair value beginning on October 31, 2023 (but only after any purchaser has owned their interest in Alpha Mill apartments for at least two years). The purchaser may elect to receive limited partnership units in CROP (our operating partnership) or cash in the event we exercise our option. As a result of this transaction, Alpha Mill will be deconsolidated on November 2, 2021 and our remaining ownership interest in this property will be recorded as an investment in unconsolidated real estate. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed 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”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The condensed consolidated financial statements, including the condensed notes thereto, are unaudited and exclude some of the disclosures required in audited financial statements. The condensed consolidated balance sheet as of December 31, 2020 has been derived from the Company’s audited financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with GAAP. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the period ending December 31, 2020 filed with the SEC. |
Business combinations | Business Combinations The CRII Merger was accounted for as a business combination. We account for business combinations by recognizing assets acquired and liabilities assumed at their fair values as of the acquisition date and expensing transaction costs. Differences between the transaction price and the fair value of identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree, are accounted for as goodwill, or conversely, as a gain on bargain purchase. Transaction costs are included within general and administrative expenses on our condensed consolidated statements of operations as incurred. |
Organization and Offering Costs | Organization and Offering Costs All organization and offering costs in connection with the distribution of Class A and Class TX shares in the primary portion of the Offering were the obligation of our advisor. We did not incur any liability for or reimburse our advisor for any of these organizational and offering costs, which totaled $14.1 million. Organization and offering costs in connection with the distribution of our Class T, Class D and Class I shares will be paid by purchasers of the shares or borne by us. |
Other Assets | Other AssetsOther assets consist primarily of intangible assets acquired in connection with the CRII Merger, as well as receivables, deferred tax assets, prepaid expenses, equipment, related party notes, related party receivables and other assets. |
Debt | Unsecured Promissory Notes The 2017 and 2019 6% Notes and 2017 6.25% Notes are unsecured notes issued to investors outside of the United States. These unsecured promissory notes are described in Note 6 . These instruments are similar in nature, have fixed interest rates and maturity dates, and are denominated in U.S. dollars. |
Fair Value of Financial 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, volatility, 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. |
Noncontrolling Interests | Noncontrolling Interests The portion of ownership interests in consolidated entities not held by CCI are reported as noncontrolling interests. Equity and net income (loss) attributable to CCI and to noncontrolling interests are presented separately on the consolidated financial statements. Changes in noncontrolling ownership interests, as in the case of the CMRI Merger and CMRII Merger, are accounted for as equity transactions. Noncontrolling interest – limited partners – These noncontrolling interests represent ownership interest in CROP ("OP Units") not held by CCI, the general partner. Net income or loss is allocated to these limited partners of CROP based on their ownership percentage. Issuance of additional common stock by CCI or OP Units to limited partners changes the ownership interests of both CCI and the limited partners of CROP. Consistent with the one-for-one relationship between the OP Units issued to CCI, limited partners are attributed a share of net income or loss in CROP based on their weighted-average ownership interest in CROP during the period. Noncontrolling interest – partially owned entities – These noncontrolling interests represent ownership interests that are not held by us in consolidated entities. Net income (loss) is allocated to noncontrolling interests in partially owned entities based on ownership percentage in those entities. Refer to Note 11 for more information on our noncontrolling interests. |
Real Estate Assets, Net (Tables
Real Estate Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Carrying Amounts of Consolidated Real Estate Assets | The following table summarizes the carrying amounts of our consolidated real estate assets (in thousands): September 30, 2021 December 31, 2020 Land $ 169,751 $ 23,894 Buildings and improvements 1,113,158 139,110 Furniture, fixtures and equipment 3,073 3,983 Intangible assets 37,027 3,809 Construction in progress (1) 194,811 — 1,517,820 170,796 Less: Accumulated depreciation and amortization (51,940) (9,704) Real estate assets, net $ 1,465,880 $ 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. |
Schedule of Consideration in Merger Agreement | The consideration given in exchange for CRII (in thousands, except share and per share 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 |
Schedule of Purchase Price Allocation of identifiable Asset and Liabilities Assumed | 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 40,935 Total liabilities assumed 919,766 Consolidated net assets acquired 589,592 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. |
Schedule of Revenue and Net Loss Since Acquisition | 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 September 30, 2021 are as follows (in thousands): Revenue $ 43,801 Net loss $ (29,272) |
Schedule of Pro Forma Information | 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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Pro forma revenue: Historic results $ 30,560 $ 3,227 $ 53,217 $ 7,967 CRII Merger (excluding those in historic results) — 21,045 36,657 64,590 Total $ 30,560 $ 24,272 $ 89,874 $ 72,557 Pro forma net loss: Historic results $ (57,011) $ (3,319) $ (81,421) $ (6,756) CRII Merger (excluding those in historic results) 16,609 (8,556) (13,300) (58,197) Total $ (40,402) $ (11,875) $ (94,721) $ (64,953) |
Schedule of Equity Transaction Adjustments | Accordingly, CMRI's and CMRII's noncontrolling interest in the properties was reduced by its carrying amount and the difference between the carrying amount and the consideration paid was recorded as an adjustment to our equity through additional paid-in capital. Information regarding these equity transactions is as follows (in thousands, except share and per share data): Consideration CMRI Merger CMRII Merger Common stock issued and outstanding 4,904,045 4,881,490 Exchange ratio 1.175 1.072 CCI common stock issued as consideration 5,762,253 5,232,957 Per share value of CCI Common Stock $ 11.7865 $ 11.7865 Fair value of CCI Common Stock issued $ 67,917 $ 61,678 Settlement of promote 5,585 2,424 Settlement of CMRI and CMRII promissory notes and interest with CROP 1,545 2,475 Net liabilities assumed 2,223 1,477 Total consideration $ 77,270 $ 68,054 Change in equity CMRI Merger CMRII Merger Carrying amount of noncontrolling interest $ 79,447 $ 63,752 Total consideration 77,270 68,054 Additional paid in capital adjustment $ 2,177 $ (4,302) Fair value of CCI Common Stock issued $ 67,917 $ 61,678 Additional paid in capital adjustment 2,177 (4,302) Total change in equity $ 70,094 $ 57,376 |
Schedule of Purchase Price Allocation of Real Estate Assets Acquired | The following table summarizes the purchase price allocation of Cottonwood One Upland during the nine months ended September 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 |
Investments in Unconsolidated_2
Investments in Unconsolidated Real Estate Entities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Real Estate [Abstract] | |
Schedule of Equity Method Investments | Our investments in unconsolidated real estate entities consist of ownership interests in stabilized properties and preferred equity investments as follows as of September 30, 2021 and December 31, 2020 (in thousands): Balance at Property / Development Location % Owned September 30, 2021 December 31, 2020 Stabilized Assets 3800 Main Houston, TX 50.0% $ 10,372 $ — Cottonwood Bayview St. Petersburg, FL 71.0% 32,274 — Cottonwood Ridgeview Plano, TX 90.5% 35,169 — Fox Point Salt Lake City, UT 52.8% 16,674 — Toscana at Valley Ridge Lewisville, TX 58.6% 9,594 — Melrose Phase II Nashville, TN 24.9% 5,035 — Preferred Equity Investments Lector85 Ybor City, FL 12,599 11,396 Vernon Boulevard Queens, NY 17,499 15,886 Riverfront West Sacramento, CA 16,212 2,718 Other 2,487 — Total $ 157,915 $ 30,000 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Mortgage Notes And Revolving Credit Facility | The following table is a summary of the mortgage notes and revolving credit facility secured by our properties as of September 30, 2021 and December 31, 2020 ($ in thousands): Principal Balance Outstanding Indebtedness Weighted-Average Interest Rate Weighted-Average Remaining Term (1) September 30, 2021 December 31, 2020 Fixed rate loans Fixed rate mortgages 4.03% 3.9 Years $ 213,400 $ 35,995 Total fixed rate loans 213,400 35,995 Variable rate loans (2) Floating rate mortgages 2.80% 6.3 Years 440,813 — Variable rate revolving credit facility (3) 1.63% 3.5 Years 29,000 35,500 Total variable rate loans 469,813 35,500 Total secured loans 683,213 71,495 Unamortized debt issuance costs (999) (1,175) Premium on assumed debt, net 3,291 — Mortgage notes and revolving credit facility, net $ 685,505 $ 70,320 (1) For loans where we have the ability to exercise extension options at our own discretion, the maximum maturity date has been assumed. (2) The interest rate of our variable rate loans is primarily based on one-month LIBOR. (3) We may obtain advances secured against Cottonwood One Upland up to $67.6 million on our variable rate revolving credit facility, as well as finance other future acquisitions up to $125.0 million in total revolving debt capacity, as long as certain loan-to-value ratios and other requirements are maintained. |
Schedule of Mortgage Notes, Repayments of Principal | The aggregate maturities, including amortizing principal payments on mortgage notes for years subsequent to September 30, 2021 are as follows (in thousands): Year Total 2021 $ 582 2022 2,354 2023 112,456 2024 140,371 2025 4,106 Thereafter 423,344 $ 683,213 |
Schedule of Construction Loans | Information on our construction loans are as follows ($ in thousands): Development Interest Rate Final Expiration Date Loan Amount Amount Drawn at Sugarmont One-Month USD Libor + 3.0% September 30, 2022 $ 63,250 $ 57,287 Park Avenue One-Month USD Libor + 1.75% November 30, 2023 37,000 24,654 Cottonwood on Broadway One-Month USD Libor + 1.9% May 15, 2024 44,625 19,989 Cottonwood on Highland One-Month USD Libor + 2.75% (1) December 1, 2024 37,000 — $ 181,875 $ 101,930 (1) The Libor rate for the Cottonwood on Highland construction loan is subject to a minimum floating index embedded floor rate of 0.5%, resulting in a minimum interest rate of 3.25%. |
Schedule of Unsecured Promissory Notes | Information on our unsecured promissory notes are as follows ($ in thousands): Offering Size Interest Rate Maturity Date September 30, 2021 2017 6.25% Notes $ 5,000 6.25% December 31, 2021 $ 5,000 2017 6% Notes 35,000 6.00% December 31, 2022 20,918 2019 6% Notes 25,000 6.00% December 31, 2023 22,725 $ 65,000 $ 48,643 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The table below includes the carrying value and fair value for our financial instruments for which it is practicable to estimate fair value (in thousands): September 30, 2021 December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value Financial Asset: Investments in real-estate related loans $ 9,737 $ 9,737 $ 8,206 $ 8,206 Financial Liability: Fixed rate mortgages $ 213,400 $ 217,326 $ 35,995 $ 38,658 Floating rate mortgages $ 440,813 $ 443,290 $ — $ — Variable rate revolving credit facility $ 29,000 $ 29,000 $ 35,500 $ 35,500 Construction loans $ 101,930 $ 101,930 $ — $ — Series 2016 Preferred Stock $ 140,428 $ 140,428 $ — $ — Series 2017 Preferred Stock $ 2,586 $ 2,586 $ — $ — Series 2019 Preferred Stock $ 85,944 $ 85,944 $ 32,933 $ 32,933 Unsecured promissory notes, net $ 48,643 $ 48,643 $ — $ — |
Preferred Stock (Tables)
Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Preferred Stock | Information on our preferred stock is as follows: Shares Outstanding at Dividend Rate Extension Dividend Rate Redemption Date Maximum Extension Date September 30, 2021 December 31, 2020 Series 2016 Preferred Stock (1) 6.5% 7.0% January 31, 2022 January 31, 2023 14,042,810 — Series 2017 Preferred Stock 7.5% 8.0% January 31, 2022 January 31, 2024 258,550 — Series 2019 Preferred Stock 5.5% 6.0% December 31, 2023 December 31, 2025 8,594,356 3,308,326 (1) As of September 30, 2021, we are currently in the first extension period on our Series 2016 Preferred Stock resulting in an extension dividend rate of 7.0%. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Repurchase Program Discounts | Our board of directors has adopted a share repurchase program with respect to our preferred stock whereby, upon the request of a holder of our Series 2016, Series 2017 or 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 such preferred 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 (Series 2019), 6 years or more (Series 2016 and Series 2017) $10.00 |
Organization and Business (Deta
Organization and Business (Details) | Jul. 15, 2021 | May 07, 2021 | Sep. 30, 2021USD ($)realEstateUnitapartmentCommunitystockClassparceldevelopmentProjectstateproperty$ / shares | Dec. 31, 2020USD ($) | Nov. 04, 2021USD ($) | Oct. 07, 2021USD ($) | Aug. 12, 2021USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of classes of stock | stockClass | 2 | ||||||
Number of multifamily apartment communities | apartmentCommunity | 17 | ||||||
Number of real estate units | realEstateUnit | 13,400 | ||||||
Number of units leasing up | realEstateUnit | 341 | ||||||
Cottonwood Affiliates | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of real estate units | realEstateUnit | 7,300 | ||||||
CROP | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Share conversion ratio | 2.015 | ||||||
Ownership interest | 100.00% | ||||||
Preferred Equity Investments | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of multifamily apartment development | developmentProject | 3 | ||||||
Number of preferred equity investment development projects | realEstateUnit | 1,073 | ||||||
Number of multifamily apartment development In investment | developmentProject | 1 | ||||||
Number of mezzanine loan | realEstateUnit | 300 | ||||||
Number of parcels of land held for development and investments | parcel | 2 | ||||||
Class A | CRI Merger | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Share conversion ratio | 1.175 | ||||||
Class A | CRII Merger | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Share conversion ratio | 2.015 | ||||||
Share conversion ratio | 1.072 | ||||||
Series 2016 Preferred Stock | CRII Merger | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Share conversion ratio | 1 | ||||||
Series 2017 Preferred Stock | CRII Merger | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Share conversion ratio | 1 | ||||||
Series 2019 Preferred Stock | CROP | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Share conversion ratio | 1 | ||||||
LTIP Unit | CROP | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Share conversion ratio | 1 | ||||||
CCOP Special LTIP Units | CROP | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Share conversion ratio | 1 | ||||||
CROP Common Unit | CROP | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Share conversion ratio | 1 | ||||||
Owned Interest | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of multifamily apartment communities | apartmentCommunity | 29 | ||||||
Number of real estate units | realEstateUnit | 8,373 | ||||||
Owned Interest | Under Construction | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of multifamily apartment communities | apartmentCommunity | 4 | ||||||
Number of real estate units | realEstateUnit | 1,079 | ||||||
Partially Owned Properties | Managed Properties | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of multifamily apartment communities | apartmentCommunity | 56 | ||||||
Number of real estate units | realEstateUnit | 15,557 | ||||||
Number of real estate properties | property | 21 | ||||||
Number of states in real estate property | state | 13 | ||||||
IPO | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Value of shares in offering | $ 750,000,000 | ||||||
Proceeds from offering including dividend reinvestment plan offering | $ (122,000,000) | ||||||
Primary Offering | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Value of shares in offering | 675,000,000 | ||||||
Primary Offering | Class T, Class D and Class I Common Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock offered, value | $ 900,000,000 | ||||||
Primary Offering | Subsequent Event | Class T, Class D and Class I Common Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock offered, value | $ 900,000,000 | ||||||
Distribution Reinvestment Plan | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Value of shares in offering | 75,000,000 | ||||||
Distribution Reinvestment Plan | Class A, Class TX, Class T, Class D and Class I Common Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock offered, value | 100,000,000 | ||||||
Distribution Reinvestment Plan | Subsequent Event | Class A, Class TX, Class T, Class D and Class I Common Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock offered, value | 100,000,000 | ||||||
Follow on Offering | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock offered, value | $ 1,000,000,000 | ||||||
Follow on Offering | Subsequent Event | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock offered, value | $ 1,000,000,000 | ||||||
Private Placement | Series 2019 Preferred Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock offered, value | $ 100,000,000 | ||||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||||
Private Placement | Subsequent Event | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock offered, value | $ 125,000,000 | ||||||
Private Placement | Subsequent Event | Series 2019 Preferred Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock offered, value | $ 125,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
OP Units | |
Debt Instrument [Line Items] | |
Share conversion ratio | 1 |
2019 notes | |
Debt Instrument [Line Items] | |
Interest rate | 6.00% |
2017 notes | Unsecured debt | |
Debt Instrument [Line Items] | |
Interest rate | 6.25% |
IPO | Cottonwood Communities Management, LLC | |
Debt Instrument [Line Items] | |
Offering costs incurred | $ 14.1 |
Real Estate Assets, Net - Carry
Real Estate Assets, Net - Carrying Amounts of Real Estate Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Business Combination and Asset Acquisition [Abstract] | ||
Land | $ 169,751 | $ 23,894 |
Buildings and improvements | 1,113,158 | 139,110 |
Furniture, fixtures and equipment | 3,073 | 3,983 |
Intangible assets | 37,027 | 3,809 |
Construction in progress | 194,811 | 0 |
Real estate investment property, at cost | 1,517,820 | 170,796 |
Less: Accumulated depreciation and amortization | (51,940) | (9,704) |
Real estate assets, net | $ 1,465,880 | $ 161,092 |
Real Estate Assets, Net - Consi
Real Estate Assets, Net - Considerations in Merger Agreement (Details) $ / shares in Units, $ in Thousands | May 07, 2021USD ($)$ / sharesshares | Sep. 30, 2021shares | Dec. 31, 2020shares |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Common stock, shares issued (in shares) | 23,576,045 | 12,232,289 | |
Common stock, shares outstanding (in shares) | 23,576,045 | 12,232,289 | |
CRII Merger | Common Stock | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Common stock, shares issued (in shares) | 213,434 | ||
Common stock, shares outstanding (in shares) | 213,434 | ||
Exchange ratio | 2.015 | ||
CCI | Common Stock | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Common stock issued as consideration (in shares) | 430,070 | ||
CCI's estimated value per share (in dollars per share) | $ / shares | $ 10.83 | ||
Value of CCI common stock issued as consideration | $ | $ 4,658 |
Real Estate Assets, Net - Purch
Real Estate Assets, Net - Purchase Price Allocation (Details) - USD ($) $ in Thousands | May 07, 2021 | Sep. 30, 2020 | Sep. 30, 2020 |
Liabilities | |||
Intangible assets from merger | $ 33,200 | ||
Weighted-average amortization period (in years) | 6 months | 6 months | 6 months |
Other Assets | |||
Liabilities | |||
Intangible assets from merger | $ 24,100 | ||
Weighted-average amortization period (in years) | 9 years 2 months 12 days | ||
Intangible assets from merger, weighted average useful life (in years) | 8 years 9 months 18 days | ||
Acquisition of intangible assets | $ 22,200 | ||
Disposition fees | $ 1,900 | ||
Disposition fees, weighted average useful life (in years) | 3 years 9 months 18 days | ||
Promote | Other Assets | |||
Liabilities | |||
Intangible assets from merger | $ 8,000 | ||
CRII Merger | |||
Assets | |||
Real estate assets | 1,296,241 | ||
Investments in unconsolidated real estate entities | 118,829 | ||
Cash and cash equivalents | 31,799 | ||
Restricted cash | 20,144 | ||
Other assets | 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 | 40,935 | ||
Total liabilities assumed | 919,766 | ||
Consolidated net assets acquired | 589,592 | ||
Noncontrolling interests | (584,934) | ||
Net assets acquired | 4,658 | ||
CRII Merger | Other Assets | |||
Liabilities | |||
Intangible assets from merger | $ 32,100 |
Real Estate Assets, Net - Addit
Real Estate Assets, Net - Additional Information (Details) $ in Millions | May 07, 2021 | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021developmentPropertyapartmentCommunity |
Business Combination and Asset Acquisition [Abstract] | ||||
Number of multifamily apartment communities | 17 | |||
Number of development properties | developmentProperty | 4 | |||
Number of multifamily apartment communities under equity method accounting | 6 | |||
Amortization of intangible lease assets | $ | $ 33.2 | $ 33.2 | ||
Weighted-average amortization period (in years) | 6 months | 6 months | 6 months |
Real Estate Assets, Net - Reven
Real Estate Assets, Net - Revenue and Net Loss Since Acquisition (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | |||||||||
Net loss | $ (57,011) | $ (21,400) | $ (3,010) | $ (3,319) | $ (2,648) | $ (790) | $ (81,421) | $ (6,756) | |
CRII Merger | |||||||||
Business Acquisition [Line Items] | |||||||||
Revenue | $ 43,801 | ||||||||
Net loss | $ (29,272) |
Real Estate Assets, Net - Pro F
Real Estate Assets, Net - Pro Forma Operating Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Historic results | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, pro forma revenue | $ 30,560 | $ 3,227 | $ 53,217 | $ 7,967 |
Business acquisition, pro forma net income (loss) | (57,011) | (3,319) | (81,421) | (6,756) |
CRII Merger (excluding those in historic results) | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, pro forma revenue | 0 | 21,045 | 36,657 | 64,590 |
Business acquisition, pro forma net income (loss) | 16,609 | (8,556) | (13,300) | (58,197) |
CMRI & CMRII Merger | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, pro forma revenue | 30,560 | 24,272 | 89,874 | 72,557 |
Business acquisition, pro forma net income (loss) | $ (40,402) | $ (11,875) | $ (94,721) | $ (64,953) |
Real Estate Assets, Net - Equit
Real Estate Assets, Net - Equity Transaction Adjustments (Details) $ / shares in Units, $ in Thousands | Jul. 15, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)shares | Dec. 31, 2020shares | Sep. 30, 2020USD ($) |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Common stock, shares issued (in shares) | shares | 23,576,045 | 12,232,289 | ||
Common stock, shares outstanding (in shares) | shares | 23,576,045 | 12,232,289 | ||
CROP | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Ownership interest | 100.00% | |||
Cottonwood Multifamily REIT I, Inc. | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Fair value of CCI Common Stock issued | $ 67,917 | |||
Settlement of promote | $ 5,585 | $ 0 | ||
Settlement of CMRI and CMRII promissory notes and interest with CROP | 1,545 | 0 | ||
Net liabilities assumed | 2,223 | 0 | ||
Total consideration | 77,270 | |||
Carrying amount of noncontrolling interest | 79,447 | |||
Additional paid in capital adjustment | 2,177 | |||
Total change in equity | $ 70,094 | |||
Cottonwood Multifamily REIT I, Inc. | Common Stock | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Common stock, shares issued (in shares) | shares | 4,904,045 | |||
Common stock, shares outstanding (in shares) | shares | 4,904,045 | |||
Exchange ratio | 1.175 | |||
Cottonwood Multifamily REIT I, Inc. | Common Stock | CCI | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
CCI common stock issued as consideration (in shares) | shares | 5,762,253 | |||
Per share value of CCI common stock (in dollars per share) | $ / shares | $ 11.7865 | |||
Fair value of CCI Common Stock issued | $ 67,917 | |||
Cottonwood Multifamily REIT II, Inc. | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Fair value of CCI Common Stock issued | 61,678 | |||
Settlement of promote | 2,424 | 0 | ||
Settlement of CMRI and CMRII promissory notes and interest with CROP | 2,475 | 0 | ||
Net liabilities assumed | $ 1,477 | $ 0 | ||
Total consideration | 68,054 | |||
Carrying amount of noncontrolling interest | 63,752 | |||
Additional paid in capital adjustment | (4,302) | |||
Total change in equity | $ 57,376 | |||
Cottonwood Multifamily REIT II, Inc. | Common Stock | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Common stock, shares issued (in shares) | shares | 4,881,490 | |||
Common stock, shares outstanding (in shares) | shares | 4,881,490 | |||
Exchange ratio | 1.072 | |||
Cottonwood Multifamily REIT II, Inc. | Common Stock | CCI | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
CCI common stock issued as consideration (in shares) | shares | 5,232,957 | |||
Per share value of CCI common stock (in dollars per share) | $ / shares | $ 11.7865 | |||
Fair value of CCI Common Stock issued | $ 61,678 |
Real Estate Assets, Net - Asset
Real Estate Assets, Net - Asset Acquisitions - Additional Information (Details) - USD ($) | May 07, 2021 | Mar. 19, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||||
Amount drawn | $ 685,505,000 | $ 70,320,000 | ||||
Weighted-average amortization period (in years) | 6 months | 6 months | 6 months | |||
JP Morgan | Line of Credit | ||||||
Business Acquisition [Line Items] | ||||||
Amount drawn | $ 50,000,000 | |||||
Line of credit maximum borrowing capacity | $ 67,600,000 | |||||
One Upland | ||||||
Business Acquisition [Line Items] | ||||||
Payment for asset acquisition | $ 103,600,000 | |||||
Weighted-average amortization period (in years) | 6 months |
Real Estate Assets, Net - Ass_2
Real Estate Assets, Net - Asset Acquisitions (Details) - One Upland $ in Thousands | Jun. 30, 2020USD ($) |
Asset Acquisition [Line Items] | |
Building | $ 82,146 |
Land | 14,515 |
Land Improvements | 3,009 |
Personal Property | 1,967 |
Intangible | 2,305 |
Total | $ 103,942 |
Investments in Unconsolidated_3
Investments in Unconsolidated Real Estate Entities - Schedule of Equity Method Investments (Details) - Unconsolidated Properties - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 157,915 | $ 30,000 |
3800 Main | Houston, TX | Stabilized Properties | ||
Schedule of Equity Method Investments [Line Items] | ||
% Owned | 50.00% | |
Equity method investments | $ 10,372 | 0 |
Cottonwood Bayview | St. Petersburg, FL | Stabilized Properties | ||
Schedule of Equity Method Investments [Line Items] | ||
% Owned | 71.00% | |
Equity method investments | $ 32,274 | 0 |
Cottonwood Ridgeview | Plano, TX | Stabilized Properties | ||
Schedule of Equity Method Investments [Line Items] | ||
% Owned | 90.50% | |
Equity method investments | $ 35,169 | 0 |
Fox Point | Salt Lake City, UT | Stabilized Properties | ||
Schedule of Equity Method Investments [Line Items] | ||
% Owned | 52.80% | |
Equity method investments | $ 16,674 | 0 |
Toscana at Valley Ridge | Lewisville, TX | Stabilized Properties | ||
Schedule of Equity Method Investments [Line Items] | ||
% Owned | 58.60% | |
Equity method investments | $ 9,594 | 0 |
Melrose Phase II | Nashville, TN | Stabilized Properties | ||
Schedule of Equity Method Investments [Line Items] | ||
% Owned | 24.90% | |
Equity method investments | $ 5,035 | 0 |
Lector85 | Ybor City, FL | Preferred Equity Investments | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | 12,599 | 11,396 |
Vernon Boulevard | Queens, NY | Preferred Equity Investments | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | 17,499 | 15,886 |
Riverfront | West Sacramento, CA | Preferred Equity Investments | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | 16,212 | 2,718 |
Other | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 2,487 | $ 0 |
Investments in Unconsolidated_4
Investments in Unconsolidated Real Estate Entities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity in earnings (losses) of unconsolidated real estate entities | $ (1,154) | $ 708 | $ (855) | $ 1,273 | |
Preferred Equity Investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity in earnings (losses) of unconsolidated real estate entities | 3,900 | $ 1,300 | |||
Preferred Equity Investments | Riverfront | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Commitment on investment | $ 12,400 | $ 12,400 | $ 12,400 | ||
CRII Merger | Stabilized Properties | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity in earnings (losses) of unconsolidated real estate entities | $ (4,800) |
Investments in Real-Estate Re_2
Investments in Real-Estate Related Loans (Details) | 3 Months Ended | 4 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021USD ($)realEstateUnit | Sep. 30, 2020USD ($) | May 07, 2021USD ($) | Sep. 30, 2021USD ($)extensionrealEstateUnit | Sep. 30, 2020USD ($) | Jun. 30, 2021USD ($)arealEstateUnitstoryapartmentCommunity | Dec. 31, 2020USD ($) | |
Real Estate [Line Items] | |||||||
Note balance | $ 9,737,000 | $ 9,737,000 | $ 8,255,000 | ||||
Net interest income | $ (64,000) | $ (7,000) | $ (201,000) | $ (197,000) | |||
Number of real estate units | realEstateUnit | 13,400 | 13,400 | |||||
Common Equity Investment | Integra Peaks | |||||||
Real Estate [Line Items] | |||||||
Investments equity | $ 14,100,000 | ||||||
Dolce B Note | |||||||
Real Estate [Line Items] | |||||||
Net interest income | $ (172,000) | $ (326,000) | $ (361,000) | ||||
Dolce B Note | Commercial Mortgage Backed Securities | |||||||
Real Estate [Line Items] | |||||||
Notes issued | 1,100,000 | ||||||
Face value of note | 10,000,000 | ||||||
Note balance | $ 9,300,000 | ||||||
Integra Peaks Mezzanine Loan | Integra Peaks | |||||||
Real Estate [Line Items] | |||||||
Net interest income | $ (216,000) | $ (216,000) | |||||
Investment owned, balance | $ 19,500,000 | ||||||
Number of real estate units | realEstateUnit | 300 | ||||||
Number of elevator serviced apartments | apartmentCommunity | 5 | ||||||
Number of stories in elevators | story | 4 | ||||||
Area of property | a | 12.1 | ||||||
Investment in loan | 13,000,000 | 13,000,000 | |||||
Fund by co-lender | $ 9,700,000 | $ 9,700,000 | |||||
Interest rate | 12.00% | 12.00% | |||||
Number of extensions | extension | 2 | ||||||
Term of extension | 1 year | ||||||
Integra Peaks Mezzanine Loan | Co-Lender | Integra Peaks | |||||||
Real Estate [Line Items] | |||||||
Fund by co-lender | $ 6,500,000 | $ 6,500,000 | |||||
Construction Loan | Integra Peaks | |||||||
Real Estate [Line Items] | |||||||
Construction loan | $ 42,500,000 |
Debt - Mortgage Notes And Revol
Debt - Mortgage Notes And Revolving Credit Facility (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Total secured loans | $ 683,213 | $ 71,495 |
Unamortized debt issuance costs | (999) | (1,175) |
Premium on assumed debt, net | 3,291 | 0 |
Mortgage notes and revolving credit facility, net | 685,505 | 70,320 |
Variable rate revolving credit facility | ||
Debt Instrument [Line Items] | ||
Line of credit maximum borrowing capacity | 67,600 | |
Future acquisition financing | ||
Debt Instrument [Line Items] | ||
Line of credit maximum borrowing capacity | $ 125,000 | |
Fixed rate loans | ||
Debt Instrument [Line Items] | ||
Weighted average fixed interest rate | 4.03% | |
Weighted average remaining term | 3 years 10 months 24 days | |
Total secured loans | $ 213,400 | 35,995 |
Variable rate loans | ||
Debt Instrument [Line Items] | ||
Total secured loans | $ 469,813 | 35,500 |
Variable rate loans | Floating rate mortgages | ||
Debt Instrument [Line Items] | ||
Weighted average variable rate | 2.80% | |
Weighted average remaining term | 6 years 3 months 18 days | |
Total secured loans | $ 440,813 | 0 |
Variable rate loans | Variable rate revolving credit facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Weighted average variable rate | 1.63% | |
Weighted average remaining term | 3 years 6 months | |
Total secured loans | $ 29,000 | $ 35,500 |
Debt - Mortgage Notes Repayment
Debt - Mortgage Notes Repayment of Principal (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 582 |
2022 | 2,354 |
2023 | 112,456 |
2024 | 140,371 |
2025 | 4,106 |
Thereafter | 423,344 |
Principal payment on mortgage loans | $ 683,213 |
Debt - Construction loans (Deta
Debt - Construction loans (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Amount Drawn at September 30, 2021 | $ 101,930 | $ 0 |
Construction loan payable | ||
Debt Instrument [Line Items] | ||
Loan Amount | 181,875 | |
Amount Drawn at September 30, 2021 | $ 101,930 | |
LIBOR | ||
Debt Instrument [Line Items] | ||
Interest rate on note issued | 0.50% | |
LIBOR Floor | ||
Debt Instrument [Line Items] | ||
Interest rate on note issued | 3.25% | |
Sugarmont | Construction loan payable | ||
Debt Instrument [Line Items] | ||
Loan Amount | $ 63,250 | |
Amount Drawn at September 30, 2021 | $ 57,287 | |
Sugarmont | LIBOR | Construction loan payable | ||
Debt Instrument [Line Items] | ||
Interest rate on note issued | 3.00% | |
Park Avenue | Construction loan payable | ||
Debt Instrument [Line Items] | ||
Loan Amount | $ 37,000 | |
Amount Drawn at September 30, 2021 | $ 24,654 | |
Park Avenue | LIBOR | Construction loan payable | ||
Debt Instrument [Line Items] | ||
Interest rate on note issued | 1.75% | |
Cottonwood on Broadway | Construction loan payable | ||
Debt Instrument [Line Items] | ||
Loan Amount | $ 44,625 | |
Amount Drawn at September 30, 2021 | $ 19,989 | |
Cottonwood on Broadway | LIBOR | Construction loan payable | ||
Debt Instrument [Line Items] | ||
Interest rate on note issued | 1.90% | |
Cottonwood on Highland | Construction loan payable | ||
Debt Instrument [Line Items] | ||
Loan Amount | $ 37,000 | |
Amount Drawn at September 30, 2021 | $ 0 | |
Cottonwood on Highland | LIBOR | Construction loan payable | ||
Debt Instrument [Line Items] | ||
Interest rate on note issued | 2.75% |
Debt - Unsecured Promissory Not
Debt - Unsecured Promissory Notes - Additional Information (Details) - Unsecured debt | 9 Months Ended |
Sep. 30, 2021extension | |
Debt Instrument [Line Items] | |
Number of extensions | 2 |
Term of extension | 1 year |
Increase in interest rate | 0.25% |
Debt - Unsecured Promissory N_2
Debt - Unsecured Promissory Notes (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Unsecured promissory notes, net | $ 48,643,000 | $ 0 |
Unsecured debt | ||
Debt Instrument [Line Items] | ||
Offering Size | 65,000 | |
Unsecured promissory notes, net | 48,643,000 | |
Unsecured debt | 2017 6.25% Notes | ||
Debt Instrument [Line Items] | ||
Offering Size | $ 5,000 | |
Interest Rate | 6.25% | |
Unsecured promissory notes, net | $ 5,000,000 | |
Unsecured debt | 2017 6% Notes | ||
Debt Instrument [Line Items] | ||
Offering Size | $ 35,000 | |
Interest Rate | 6.00% | |
Unsecured promissory notes, net | $ 20,918,000 | |
Unsecured debt | 2019 6% Notes | ||
Debt Instrument [Line Items] | ||
Offering Size | $ 25,000 | |
Interest Rate | 6.00% | |
Unsecured promissory notes, net | $ 22,725,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in real-estate related loans | $ 9,737 | $ 8,206 |
Unsecured promissory notes, net | 48,643 | 0 |
Carrying Value | Series 2016 Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock series | 140,428 | 0 |
Carrying Value | Series 2017 Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock series | 2,586 | 0 |
Carrying Value | Series 2019 Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock series | 85,944 | 32,933 |
Carrying Value | Variable rate revolving credit facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Variable rate revolving credit facility | 29,000 | 35,500 |
Carrying Value | Fixed rate mortgages | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgages | 213,400 | 35,995 |
Carrying Value | Floating rate mortgages | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgages | 440,813 | 0 |
Carrying Value | Construction loans | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgages | 101,930 | 0 |
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in real-estate related loans | 9,737 | 8,206 |
Unsecured promissory notes, net | 48,643 | 0 |
Fair Value | Series 2016 Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock series | 140,428 | 0 |
Fair Value | Series 2017 Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock series | 2,586 | 0 |
Fair Value | Series 2019 Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock series | 85,944 | 32,933 |
Fair Value | Variable rate revolving credit facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Variable rate revolving credit facility | 29,000 | 35,500 |
Fair Value | Fixed rate mortgages | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgages | 217,326 | 38,658 |
Fair Value | Floating rate mortgages | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgages | 443,290 | 0 |
Fair Value | Construction loans | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgages | $ 101,930 | $ 0 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($)stockClass$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)stockClass$ / sharesshares | Sep. 30, 2021USD ($)stockClass$ / sharesshares | Sep. 30, 2020USD ($)shares | |
Subsidiary, Sale of Stock [Line Items] | |||||
Number of preferred stock classes outstanding | stockClass | 3 | 3 | 3 | ||
Proceeds from issuance of Series 2019 Preferred Stock, net of issuance costs | $ 46,771 | $ 17,446 | |||
Repurchase of common stock | $ 839 | $ 268 | |||
Series 2016 Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 10 | $ 10 | $ 10 | ||
Series 2017 Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, par value (in dollars per share) | $ / shares | 10 | 10 | 10 | ||
Series 2019 Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 10 | $ 10 | $ 10 | ||
Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from issuance of Series 2019 Preferred Stock, net of issuance costs | $ 52,500 | 19,400 | |||
Preferred dividend value incurred | $ 2,200 | $ 451 | |||
Preferred Stock | Series 2016 Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred dividend value incurred | $ 4,000 | ||||
Number of shares redeemed (in shares) | shares | 96,490 | ||||
Repurchase of common stock | $ 916 | ||||
Preferred Stock | Series 2017 Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Preferred dividend value incurred | $ 78 | ||||
Preferred Stock | Series 2019 Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares redeemed (in shares) | shares | 10,000 | 0 | |||
Repurchase of common stock | $ 90 |
Preferred Stock - Equity (Detai
Preferred Stock - Equity (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Series 2016 Preferred Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Dividend Rate | 6.50% | |
Extension Dividend Rate | 7.00% | |
Preferred stock outstanding (in shares) | 14,042,810 | 0 |
Series 2017 Preferred Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Dividend Rate | 7.50% | |
Extension Dividend Rate | 8.00% | |
Preferred stock outstanding (in shares) | 258,550 | 0 |
Series 2019 Preferred Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Dividend Rate | 5.50% | |
Extension Dividend Rate | 6.00% | |
Preferred stock outstanding (in shares) | 8,594,356 | 3,308,326 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Millions | May 07, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock issued during merger (in shares) | 11,425,280 | |||||
Proceeds from issuance of common stock, accrual basis | $ (7.4) | $ (27.4) | ||||
Common stock, shares outstanding (in shares) | 23,576,045 | 23,576,045 | 12,232,289 | |||
Common Stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Issuance of common stock (in shares) | 0 | 0 | ||||
Class A | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 23,558,527 | 23,558,527 | ||||
Class TX | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 17,518 | 17,518 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | May 07, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | May 07, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Related Party Transaction [Line Items] | |||||||
Performance participation allocation | $ 29,524,000 | $ 0 | $ 35,979,000 | $ 0 | |||
Reimbursable operating expense | 0 | 264,000 | 331,000 | 733,000 | |||
Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Gross asset value of CROP percentage | 0.0625% | 1.25% | |||||
Net asset value of CROP percentage | 0.125% | ||||||
Asset management fees | 2,400,000 | 811,000 | 4,700,000 | 1,900,000 | |||
Percentage of total return | 5.00% | 5.00% | |||||
Percentage of annual total return | 12.50% | 12.50% | |||||
Reimbursable operating expense | 0 | $ 264,000 | $ 331,000 | $ 733,000 | |||
Affiliated Entity | Limited Partners | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of total return | 12.50% | 12.50% | |||||
Performance participation allocation | $ 29,500,000 | $ 36,000,000 | |||||
Affiliated Entity | Other Ownership Interest | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of total return | 87.50% | 87.50% |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) $ in Thousands | May 07, 2021shares | Sep. 30, 2021USD ($)shares | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2021USD ($)voteshares | Sep. 30, 2020USD ($) |
Noncontrolling Interest [Line Items] | ||||||||
Voting rights | vote | 0 | |||||||
Share-based compensation | $ | $ 552 | $ 421 | $ 45 | $ 22 | $ 27 | |||
Not Wholly Owned | Minimum | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 1.00% | 1.00% | ||||||
Not Wholly Owned | Maximum | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 81.00% | 81.00% | ||||||
Not Wholly Owned | Weighted Average | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 24.00% | 24.00% | ||||||
LTIP Units | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Units annual vesting percentage | 10.00% | |||||||
Share conversion ratio | 1 | |||||||
Vested awards (in shares) | shares | 528,451 | |||||||
Number of unvested awards outstanding (in shares) | shares | 661,391 | 661,391 | ||||||
Share-based compensation | $ | $ 1,000 | $ 49 | ||||||
Total unrecognized compensation expense | $ | $ 7,000 | $ 7,000 | ||||||
Performance LTIP | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Number of unvested awards outstanding (in shares) | shares | 430,851 | 430,851 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | May 07, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Monthly redemptions, percent of net asset value, maximum | 2.00% | ||||
Quarterly redemptions, percent of net asset value, maximum | 5.00% | ||||
Percent of most recently disclosed net asset value | 95.00% | ||||
Repurchase of common stock | $ (839) | $ (268) | |||
Class A and Class TX Common Stock | Six Years Or More | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock repurchase program, redemption price, percentage | 100.00% | ||||
Class A and Class TX Common Stock | Five Years And Less Than Six Years | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock repurchase program, redemption price, percentage | 95.00% | ||||
Class A and Class TX Common Stock | Three Years And Less Than Five Years | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock repurchase program, redemption price, percentage | 90.00% | ||||
Class A and Class TX Common Stock | One Year And Less Than Three Years | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock repurchase program, redemption price, percentage | 85.00% | ||||
Common Class A | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock repurchases (in shares) | 81,524 | 31,307 | 81,524 | 31,307 | |
Repurchase of common stock | $ (839) | $ (269) | $ (839) | $ (269) | |
Repurchase price (in dollars per share) | $ 10.29 | $ 8.58 | $ 10.29 | $ 8.58 | |
Class TX | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock repurchases (in shares) | 0 | 0 | 0 | 0 | |
Common Limited OP Units | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Maximum percent of net asset value | 95.00% | 95.00% | |||
Common Limited OP Units | One Year After Acquisition | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Maximum percent of net asset value | 80.00% | 80.00% | |||
Common Limited OP Units | Four Years After Acquisition | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Maximum percent of net asset value | 85.00% | 85.00% | |||
Common Limited OP Units | Six Years After Acquisition | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Maximum percent of net asset value | 90.00% | 90.00% | |||
Integra Peaks B Note | Corporate Joint Venture | Preferred Equity Investment | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Investment remaining amount | $ 3,300 | $ 3,300 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Share Repurchase Program (Details) | Sep. 30, 2021$ / shares |
Less than 1 year | |
Share Repurchase Program [Line Items] | |
Repurchase price (in dollars per share) | $ 8.80 |
1 year | |
Share Repurchase Program [Line Items] | |
Repurchase price (in dollars per share) | 9 |
2 years | |
Share Repurchase Program [Line Items] | |
Repurchase price (in dollars per share) | 9.20 |
3 years | |
Share Repurchase Program [Line Items] | |
Repurchase price (in dollars per share) | 9.40 |
4 years | |
Share Repurchase Program [Line Items] | |
Repurchase price (in dollars per share) | 9.60 |
5 years | |
Share Repurchase Program [Line Items] | |
Repurchase price (in dollars per share) | 9.80 |
A stockholder’s death or complete disability, 2 years or more (Series 2019), 6 years or more (Series 2016 and Series 2017) | |
Share Repurchase Program [Line Items] | |
Repurchase price (in dollars per share) | $ 10 |
Subsequent Events (Details)
Subsequent Events (Details) | Nov. 09, 2021$ / shares | Nov. 02, 2021apartmentUnit | Sep. 30, 2021USD ($) | Nov. 04, 2021USD ($) | Oct. 07, 2021USD ($)shares | Aug. 12, 2021USD ($) |
Series 2016 Preferred Stock | ||||||
Subsequent Event [Line Items] | ||||||
Dividend rate | 6.50% | |||||
Series 2017 Preferred Stock | ||||||
Subsequent Event [Line Items] | ||||||
Dividend rate | 7.50% | |||||
Series 2019 Preferred Stock | ||||||
Subsequent Event [Line Items] | ||||||
Dividend rate | 5.50% | |||||
Follow on Offering | ||||||
Subsequent Event [Line Items] | ||||||
Stock offered, value | $ 1,000,000,000 | |||||
Primary Offering | Class T, Class D and Class I Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Stock offered, value | 900,000,000 | |||||
Distribution Reinvestment Plan | Class A, Class TX, Class T, Class D and Class I Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Stock offered, value | $ 100,000,000 | |||||
Private Placement | Series 2019 Preferred Stock | ||||||
Subsequent Event [Line Items] | ||||||
Stock offered, value | $ 100,000,000 | |||||
Subsequent Event | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Alpha Mill Apartments | ||||||
Subsequent Event [Line Items] | ||||||
Ownership in equity transaction | 43.00% | |||||
Ownership equity before transaction | 100.00% | |||||
Number of apartment communities | apartmentUnit | 267 | |||||
Ownership equity additional transaction | 37.00% | |||||
Ownership equity after all transactions | 20.00% | |||||
Option to reacquire right period in force | 2 years | |||||
Subsequent Event | Series 2016 Preferred Stock | ||||||
Subsequent Event [Line Items] | ||||||
Preferred stock, dividend rate (in dollars per share) | $ / shares | $ 0.00191781 | |||||
Dividend rate | 7.00% | |||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||
Subsequent Event | Series 2017 Preferred Stock | ||||||
Subsequent Event [Line Items] | ||||||
Preferred stock, dividend rate (in dollars per share) | $ / shares | $ 0.00205479 | |||||
Dividend rate | 7.50% | |||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||
Subsequent Event | Series 2019 Preferred Stock | ||||||
Subsequent Event [Line Items] | ||||||
Preferred stock, dividend rate (in dollars per share) | $ / shares | $ 0.00150685 | |||||
Dividend rate | 5.50% | |||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||
Subsequent Event | Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, dividend rate (in dollars per share) | $ / shares | 0.05416667 | |||||
Common stock, distribution rate (in dollars per share) | $ / shares | $ 0.65 | |||||
Subsequent Event | Follow on Offering | ||||||
Subsequent Event [Line Items] | ||||||
Stock offered, value | $ 1,000,000,000 | |||||
Subsequent Event | Primary Offering | Class T, Class D and Class I Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Stock offered, value | 900,000,000 | |||||
Subsequent Event | Distribution Reinvestment Plan | Class A, Class TX, Class T, Class D and Class I Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Stock offered, value | $ 100,000,000 | |||||
Subsequent Event | Private Placement | ||||||
Subsequent Event [Line Items] | ||||||
Stock offered, value | $ 125,000,000 | |||||
Subsequent Event | Private Placement | Series 2019 Preferred Stock | ||||||
Subsequent Event [Line Items] | ||||||
Stock offered, value | $ 125,000,000 | |||||
Number of shares in offering (in shares) | shares | 12,500,000 |