Real Estate Assets, Net | Real Estate Assets, Net The following table summarizes the carrying amounts of our consolidated real estate assets (in thousands): June 30, 2022 December 31, 2021 Land $ 219,488 $ 202,531 Buildings and improvements 1,211,802 1,074,126 Furniture, fixtures and equipment 50,767 37,463 Intangible assets 37,176 34,905 Construction in progress (1) 89,180 127,493 1,608,413 1,476,518 Less: Accumulated depreciation and amortization (2) (89,603) (68,035) Real estate assets, net $ 1,518,810 $ 1,408,483 (1) Includes construction in progress for our development projects and capitalized costs for improvements not yet placed in service at our stabilized properties. (2) Includes the amortization of $33.2 million of in-place lease assets acquired with the CRII Merger over a period of six months in 2021. Asset acquisitions Cottonwood Lighthouse Point On June 22, 2022, we acquired Cottonwood Lighthouse Point, a multifamily apartment community in Pompano Beach, Florida, for $95.5 million. We funded the purchase with debt of $48.0 million and available cash. Acquired assets and liabilities were recorded at relative fair value as an asset acquisition. The following table summarizes the purchase price allocation of the real estate assets acquired in the Cottonwood Lighthouse Point acquisition (in thousands): Allocated Amounts Property Building Land Land Improvements Personal Property Lease Intangibles Total Cottonwood Lighthouse Point $76,322 $13,647 $1,843 $2,011 $1,783 $95,606 The weighted-average amortization period for the intangible lease assets acquired in connection with the Cottonwood Lighthouse Point acquisition was 0.5 years. Block C On June 28, 2022, Block C, an early-stage development joint venture with CMOF, was recapitalized. Entities affiliated with us and our advisor contributed capital to the joint venture and were admitted as members. We contributed additional funds to obtain a controlling interest and consolidated the joint venture, which had previously been recorded as an equity method investment. The joint venture consists of cash, land held for development, and payables. Refer to Not e 9 for further information on the Block C recapitalization. CRII Merger On May 7, 2021, we completed the CRII Merger, which was accounted for as a business combination in accordance with ASC 805, Business Combinations ("ASC 805"). Based on an evaluation of the relevant factors and the guidance in ASC 805, CCI was determined to be both the legal and accounting acquirer. In order to make this consideration, various factors were analyzed including which entity issued its equity interests, relative voting rights, existence of noncontrolling interests, control of the board of directors, management composition, relative size, transaction initiation, operational structure, relative composition of employees, and other factors. The most significant factor identified was the relative voting rights, as CCI stockholders hold the majority of the controlling financial (voting) interests. CCI also initiated the transaction and was the entity issuing common equity interests in the merger. The consideration given in exchange for CRII was as follows ($ in thousands, except share and per share data): 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 required significant judgment and represented management's best estimate of the fair value as of the acquisition date. The following table shows the purchase price allocation of CRII's identifiable asset and liabilities assumed as of May 7, 2021 ($ in thousands): Assets Real estate assets (1) $ 1,291,030 Investments in unconsolidated real estate entities 120,775 Cash and cash equivalents 31,799 Restricted cash 20,144 Other assets (2) 42,325 Total assets acquired $ 1,506,073 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 40,926 Total liabilities assumed 919,757 Consolidated net assets acquired 586,316 Noncontrolling interests (3) (581,659) Net assets acquired $ 4,657 (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. As such, based on the May 7, 2021 merger date, the intangible lease assets acquired from the CRII Merger have been fully amortized by December 31, 2021. (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 Merger and CMR II Merger 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 results of operations for the CRII Merger are included in the Company's statements of operations beginning on the May 7, 2021 merger closing date onward. For the six months ended June 30, 2022, the accompanying statements of operations include the following revenue and net income generated from the assets acquired and liabilities assumed with the CRII Merger (unaudited, in thousands): Revenue $ 58,799 Net income $ 29,295 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 (unaudited, in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Pro forma revenue: Historic results $ 31,940 $ 19,241 $ 62,498 $ 22,659 CRII Merger (excluding those in historic results) — 11,510 — 36,657 Total $ 31,940 $ 30,751 $ 62,498 $ 59,316 Pro forma net loss: Historic results $ (12,993) $ (21,400) $ (19,882) $ (24,410) CRII Merger (excluding those in historic results) — (5,341) — (13,300) Total $ (12,993) $ (26,741) $ (19,882) $ (37,710) 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. CMRI Merger and CMRII Merger With the closing of the CRII Merger in May 2021, we consolidated the properties that CMRI and CMRII invested in through joint ventures with CROP. 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): 2021 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 2021 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 |