Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 10, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
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 | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class T | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,946,993 | |
Common Stock Class D | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,638 | |
Class I | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,790,005 | |
Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 22,967,811 | |
Common Class TX | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 17,533 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Real estate assets, net | $ 1,518,810 | $ 1,408,483 |
Investments in unconsolidated real estate entities | 128,806 | 190,733 |
Investments in real-estate related loans | 13,027 | 13,035 |
Cash and cash equivalents | 72,640 | 27,169 |
Restricted cash | 68,069 | 18,221 |
Other assets | 33,078 | 29,249 |
Total assets | 1,834,430 | 1,686,890 |
Liabilities | ||
Mortgage notes and revolving credit facility, net | 910,421 | 642,107 |
Construction loans, net | 79,911 | 116,656 |
Preferred stock, net | 119,063 | 245,268 |
Unsecured promissory notes, net | 43,443 | 43,543 |
Performance participation allocation due to affiliate | 30,078 | 51,761 |
Accounts payable, accrued expenses and other liabilities | 66,318 | 46,886 |
Total liabilities | 1,249,234 | 1,146,221 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity | ||
Additional paid-in capital | 323,723 | 252,035 |
Accumulated distributions | (26,352) | (17,273) |
Accumulated deficit | (64,712) | (55,864) |
Total stockholders' equity | 232,936 | 179,134 |
Noncontrolling interests | ||
Limited partners | 270,525 | 291,258 |
Partially owned entities | 81,735 | 70,277 |
Total noncontrolling interests | 352,260 | 361,535 |
Total equity and noncontrolling interests | 585,196 | 540,669 |
Total liabilities, equity and noncontrolling interests | 1,834,430 | 1,686,890 |
Class T | ||
Stockholders' equity | ||
Common stock, value, issued | 29 | 0 |
Class D | ||
Stockholders' equity | ||
Common stock, value, issued | 0 | 0 |
Class I | ||
Stockholders' equity | ||
Common stock, value, issued | 18 | 2 |
Class A | ||
Stockholders' equity | ||
Common stock, value, issued | 230 | 234 |
Class TX | ||
Stockholders' equity | ||
Common stock, value, issued | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Common stock, shares outstanding (in shares) | 27,731,301 | 23,613,980 |
Class T | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 275,000,000 | 275,000,000 |
Common stock, shares issued (in shares) | 2,944,885 | 0 |
Common stock, shares outstanding (in shares) | 2,944,885 | 0 |
Class D | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 275,000,000 | 275,000,000 |
Common stock, shares issued (in shares) | 1,019 | 0 |
Common stock, shares outstanding (in shares) | 1,019 | 0 |
Class I | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 275,000,000 | 275,000,000 |
Common stock, shares issued (in shares) | 1,755,746 | 151,286 |
Common stock, shares outstanding (in shares) | 1,755,746 | 151,286 |
Class A | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 |
Common stock, shares issued (in shares) | 23,012,120 | 23,445,174 |
Common stock, shares outstanding (in shares) | 23,012,120 | 23,445,174 |
Class TX | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 17,530 | 17,520 |
Common stock, shares outstanding (in shares) | 17,530 | 17,520 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues | ||||
Rental and other property revenues | $ 28,603 | $ 16,843 | $ 55,423 | $ 20,015 |
Property management revenues | 2,703 | 2,121 | 5,826 | 2,121 |
Other revenues | 634 | 277 | 1,249 | 523 |
Total revenues | 31,940 | 19,241 | 62,498 | 22,659 |
Operating expenses | ||||
Property operations expense | 10,589 | 6,804 | 20,262 | 8,152 |
Property management expense | 4,587 | 2,552 | 9,540 | 2,552 |
Asset management fee | 4,348 | 1,442 | 8,139 | 2,328 |
Performance participation allocation | 10,144 | 6,455 | 30,078 | 6,455 |
Depreciation and amortization | 11,992 | 14,482 | 23,259 | 15,820 |
General and administrative expenses | 3,352 | 2,264 | 6,575 | 4,769 |
Total operating expenses | 45,012 | 33,999 | 97,853 | 40,076 |
Loss from operations | (13,072) | (14,758) | (35,355) | (17,417) |
Equity in earnings (losses) of unconsolidated real estate entities | 4,052 | (652) | 6,723 | 299 |
Interest income | 8 | 136 | 23 | 137 |
Interest expense | (11,687) | (5,824) | (22,804) | (7,154) |
Gain on sale of unconsolidated real estate entities | 7,634 | 0 | 7,634 | 0 |
Promote from incentive allocation agreement | 0 | 0 | 30,309 | 0 |
Gain (loss) on debt extinguishment, net | 70 | 0 | (481) | 0 |
Other income (expense) | 290 | (9) | 1,819 | 18 |
Income (loss) before income taxes | (12,705) | (21,107) | (12,132) | (24,117) |
Income tax expense | (288) | (293) | (7,750) | (293) |
Net loss | (12,993) | (21,400) | (19,882) | (24,410) |
Net loss attributable to noncontrolling interests: | ||||
Limited partners | 6,752 | 12,783 | 10,580 | 12,783 |
Partially owned entities | 398 | 2,613 | 453 | 2,613 |
Net loss attributable to common stockholders | $ (5,843) | $ (6,004) | $ (8,849) | $ (9,014) |
Weighted-average common shares outstanding - basic (in shares) | 27,156,490 | 12,492,221 | 25,912,200 | 12,362,973 |
Weighted-average common shares outstanding - diluted (in shares) | 27,156,490 | 12,492,221 | 25,912,200 | |
Net loss per common share - basic (in dollars per share) | $ (0.22) | $ (0.48) | $ (0.34) | $ (0.73) |
Net loss per common share - diluted (in dollars per share) | $ (0.22) | $ (0.48) | $ (0.34) | $ (0.73) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | CRII Merger | Total Stockholders' Equity | Total Stockholders' Equity CRII Merger | Common Stock Common Stock Class T | Common Stock Common Stock Class D | Common Stock Common Stock Class I | Common Stock Common Stock Class A | Common Stock Common Stock Class A CRII Merger | Common Stock Common Stock Class TX | Additional Paid-In Capital | Additional Paid-In Capital CRII Merger | Accumulated Distributions | Accumulated Deficit | Noncontrolling interests Limited Partners | Noncontrolling interests Limited Partners CRII Merger | Noncontrolling interests Partially Owned Entities | Noncontrolling interests Partially Owned Entities CRII Merger | Noncontrolling interests OP Units Limited Partners |
Stockholders' equity, beginning balance at Dec. 31, 2020 | $ 102,083 | $ 102,083 | $ 0 | $ 0 | $ 0 | $ 122 | $ 0 | $ 121,677 | $ (7,768) | $ (11,948) | $ 0 | $ 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Share-based compensation | 45 | 45 | 45 | ||||||||||||||||
Distributions to investors | (1,511) | (1,511) | |||||||||||||||||
Distributions to investors | (1,511) | ||||||||||||||||||
Net loss | (3,010) | (3,010) | (3,010) | ||||||||||||||||
Stockholders' equity, ending balance at Mar. 31, 2021 | 97,607 | 97,607 | 0 | 0 | 0 | 122 | 0 | 121,722 | (9,279) | (14,958) | 0 | 0 | |||||||
Stockholders' equity, beginning balance at Dec. 31, 2020 | 102,083 | 102,083 | 0 | 0 | 0 | 122 | 0 | 121,677 | (7,768) | (11,948) | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net loss | (24,410) | ||||||||||||||||||
Stockholders' equity, ending balance at Jun. 30, 2021 | 660,989 | 94,515 | 0 | 0 | 0 | 126 | 0 | 126,176 | (10,825) | (20,962) | 348,604 | 217,870 | |||||||
Stockholders' equity, beginning balance at Mar. 31, 2021 | 97,607 | 97,607 | 0 | 0 | 0 | 122 | 0 | 121,722 | (9,279) | (14,958) | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
CRII Merger | $ 589,592 | $ 4,658 | $ 4 | $ 4,654 | $ 363,278 | $ 221,656 | |||||||||||||
Contributions from noncontrolling interests | 83 | 83 | |||||||||||||||||
Share-based compensation | 421 | 421 | |||||||||||||||||
Other | (200) | (200) | (200) | ||||||||||||||||
Distributions to investors | (1,546) | (1,546) | |||||||||||||||||
Distributions to investors | (5,114) | (2,312) | (1,256) | ||||||||||||||||
Net loss | (21,400) | (6,004) | (6,004) | (12,783) | (2,613) | ||||||||||||||
Stockholders' equity, ending balance at Jun. 30, 2021 | 660,989 | 94,515 | 0 | 0 | 0 | 126 | 0 | 126,176 | (10,825) | (20,962) | 348,604 | 217,870 | |||||||
Stockholders' equity, beginning balance at Dec. 31, 2021 | 540,669 | 179,134 | 0 | 0 | 2 | 234 | 0 | 252,035 | (17,273) | (55,864) | 291,258 | 70,277 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Issuance of common stock | 32,930 | 32,930 | 14 | 4 | 32,912 | ||||||||||||||
Offering costs | (2,958) | (2,958) | (2,958) | ||||||||||||||||
Distribution reinvestment | 464 | 464 | 464 | ||||||||||||||||
Common stock/OP Units repurchased | (3,394) | (3,108) | (2) | (3,106) | $ (286) | ||||||||||||||
Contributions from noncontrolling interests | 662 | 662 | |||||||||||||||||
Share-based compensation | 865 | 865 | |||||||||||||||||
Distributions to investors | (4,314) | (4,314) | |||||||||||||||||
Distributions to investors | (13,847) | (5,460) | (4,073) | ||||||||||||||||
Net loss | (6,888) | (3,005) | (3,005) | (3,828) | (55) | ||||||||||||||
Stockholders' equity, ending balance at Mar. 31, 2022 | 548,503 | 199,143 | 14 | 0 | 6 | 232 | 0 | 279,347 | (21,587) | (58,869) | 282,549 | 66,811 | |||||||
Stockholders' equity, beginning balance at Dec. 31, 2021 | 540,669 | 179,134 | 0 | 0 | 2 | 234 | 0 | 252,035 | (17,273) | (55,864) | 291,258 | 70,277 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net loss | (19,882) | $ 29,295 | |||||||||||||||||
Stockholders' equity, ending balance at Jun. 30, 2022 | 585,196 | 232,936 | 29 | 0 | 18 | 230 | 0 | 323,723 | (26,352) | (64,712) | 270,525 | 81,735 | |||||||
Stockholders' equity, beginning balance at Mar. 31, 2022 | 548,503 | 199,143 | 14 | 0 | 6 | 232 | 0 | 279,347 | (21,587) | (58,869) | 282,549 | 66,811 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Issuance of common stock | 53,549 | 53,549 | 15 | 12 | 53,522 | ||||||||||||||
Offering costs | (4,211) | (4,211) | (4,211) | ||||||||||||||||
Distribution reinvestment | 657 | 657 | 1 | 656 | |||||||||||||||
Common stock/OP Units repurchased | (6,039) | (5,594) | (3) | (5,591) | $ (445) | ||||||||||||||
Contributions from noncontrolling interests | 15,444 | 15,444 | |||||||||||||||||
Share-based compensation | 731 | 731 | |||||||||||||||||
Distributions to investors | (4,765) | (4,765) | |||||||||||||||||
Distributions to investors | (10,445) | (5,558) | (122) | ||||||||||||||||
Net loss | (12,993) | (5,843) | (5,843) | (6,752) | (398) | ||||||||||||||
Stockholders' equity, ending balance at Jun. 30, 2022 | $ 585,196 | $ 232,936 | $ 29 | $ 0 | $ 18 | $ 230 | $ 0 | $ 323,723 | $ (26,352) | $ (64,712) | $ 270,525 | $ 81,735 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (19,882) | $ (24,410) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 23,259 | 15,820 |
Gain on sale of unconsolidated real estate entities | (7,634) | 0 |
Share-based compensation | 1,596 | 466 |
Other operating | 3,014 | 697 |
Loss on debt extinguishment | 481 | 0 |
Equity in earnings of unconsolidated real estate entities | (6,723) | (299) |
Distributions from unconsolidated real estate entities - return on capital | 6,423 | 800 |
Changes in operating assets and liabilities: | ||
Other assets | (3,498) | (1,225) |
Performance participation allocation | 30,078 | 6,455 |
Performance participation allocation payment | (51,761) | 0 |
Accounts payable, accrued expenses and other liabilities | 17,439 | 7,503 |
Net cash provided by (used in) operating activities | (7,208) | 5,807 |
Cash flows from investing activities: | ||
Acquisitions of real estate, net of cash acquired | (93,985) | 0 |
Cash, cash equivalents and restricted cash acquired in connection with the CRII Merger | 0 | 51,943 |
Capital expenditures and development activities | (31,341) | (22,322) |
Investments in unconsolidated real estate entities | (197) | (11,262) |
Proceeds from sale of investments in unconsolidated real estate entities | 28,734 | 0 |
Distributions from unconsolidated real estate entities - return on capital | 38,769 | 0 |
Contributions to investments in real-estate related loans | 0 | (6,319) |
Proceeds from settlement of investments in real-estate related loans | 0 | 9,332 |
Other investing activities | 0 | 178 |
Net cash provided by (used in) investing activities | (58,020) | 21,550 |
Cash flows from financing activities: | ||
Principal payments on mortgage notes | (793) | (78) |
Borrowings from revolving credit facility | 138,000 | 3,500 |
Repayments on revolving credit facility | (98,000) | (15,000) |
Borrowings under mortgage notes and term loans | 464,372 | 0 |
Repayments of mortgage notes and term loans | (231,177) | 0 |
Deferred financing costs on mortgage notes and term loans | (4,931) | 0 |
Borrowings from construction loans | 22,915 | 16,700 |
Repayments of construction loans | (59,660) | 0 |
Proceeds from issuance of Series 2019 Preferred Stock | 15,472 | 30,486 |
Redemption of preferred stock | (142,616) | (623) |
Offering costs paid on issuance of preferred stock | (1,708) | (3,222) |
Repurchase of unsecured promissory notes | (96) | 0 |
Proceeds from issuance of common stock | 87,600 | 0 |
Repurchase of common stock/OP Units | (9,432) | 0 |
Offering costs paid on issuance of common stock | (7,170) | 0 |
Contributions from noncontrolling interests | 11,758 | 0 |
Distributions to common stockholders | (8,774) | (3,049) |
Distributions to noncontrolling interests - limited partners | (11,018) | (2,156) |
Distributions to noncontrolling interests - partially owned entities | (4,195) | (1,265) |
Net cash provided by financing activities | 160,547 | 25,293 |
Net increase in cash and cash equivalents and restricted cash | 95,319 | 52,650 |
Cash and cash equivalents and restricted cash, beginning of period | 45,390 | 4,633 |
Cash and cash equivalents and restricted cash, end of period | 140,709 | 57,283 |
Reconciliation of cash and cash equivalents and restricted cash to the condensed consolidated balance sheets: | ||
Cash and cash equivalents | 72,640 | 37,507 |
Restricted cash | 68,069 | 19,776 |
Total cash and cash equivalents and restricted cash | 140,709 | 57,283 |
Fair value of assets acquired and liabilities assumed with the CRII Merger: | ||
Real estate assets | 0 | 1,291,030 |
Investments in unconsolidated real estate entities | 0 | 120,775 |
Intangibles | 0 | 32,122 |
Debt | 0 | 734,852 |
Preferred stock | 0 | 143,979 |
Other assets acquired | 0 | 62,147 |
Other liabilities assumed | 0 | 40,926 |
Fair value of equity issued to CRII Shareholders in the CRII Merger | 0 | 4,658 |
Fair value of noncontrolling interests from the CRII Merger | $ 0 | $ 581,659 |
Organization and Business
Organization and Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business Cottonwood Communities, Inc. (the “Company,” “CCI,” “we,” “us,” or “our”) invests in a diverse portfolio of multifamily apartment communities and multifamily real estate-related assets throughout the United States. We are externally managed by our advisor, CC Advisors III, LLC (“CC Advisors III”), a wholly-owned subsidiary of our sponsor, Cottonwood Communities Advisors, LLC (“CCA”). We were incorporated in Maryland in 2016. We hold all of our assets through our operating partnership, Cottonwood Residential O.P., LP (“CROP”). CROP, together with its subsidiaries, holds the Company's real estate interests and conducts the ongoing operations of the Company. We are the sole member of the sole general partner of CROP and own general partner interests in CROP alongside third party limited partners. We are a non-traded perpetual-life, net asset value (“NAV”) real estate investment trust (“REIT”). We qualified as a REIT for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2019. We generally will not be subject to U.S. federal income taxes on our taxable income to the extent we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT. From August 13, 2018 to December 22, 2020 we conducted an initial public offering of our common stock (the “Initial Offering”), for which we raised gross proceeds of $122.0 million. The Initial Offering ended in December 2020 as we pursued the 2021 Mergers described below. On November 4, 2021, after the 2021 Mergers (defined below) were completed, we registered with the SEC an offering of up to $1.0 billion of shares of common stock (the “Follow-on Offering”), consisting of up to $900.0 million in shares of common stock offered in a primary offering (the “Primary Offering”) and $100.0 million in shares under our distribution reinvestment plan (the “DRP Offering”). As of June 30, 2022, we have raised gross proceeds of $90.3 million from the Follow-on Offering, including proceeds from the DRP Offering. On November 8, 2019, we commenced a private placement offering exempt from registration under the Securities Act pursuant to which we offered a maximum of $128.0 million in shares of Series 2019 Preferred Stock to accredited investors at a purchase price of $10.00 per share (the “Private Offering”). The Private Offering was fully subscribed in March 2022, having received gross proceeds of $127.0 million. We own and operate a diverse portfolio of investments in multifamily apartment communities located in targeted markets throughout the United States. As of June 30, 2022, our portfolio consists of ownership interests or structured investment interests in 33 multifamily apartment communities with a total of 9,670 units, including 1,373 units in four multifamily apartment communities in which we have a structured investment interest and another 1,079 units in four multifamily apartment communities under construction or recently completed and in lease-up. In addition, we have an ownership interest in three parcels of land planned for development. The 2021 Mergers On January 26, 2021, we entered into stock-for-stock and unit-for unit merger agreements with three affiliated REITs. The merger with Cottonwood Residential II, Inc. (“CRII,” the “CRII Merger”) closed on May 7, 2021. The merger with Cottonwood Multifamily REIT I, Inc. (“CMRI,” the “CMRI Merger”) closed on July 7, 2021. The merger with Cottonwood Multifamily REIT II, Inc. (“CMRII,” the “CMRII Merger”) also closed on July 7, 2021. We refer to the CRII Merger, the CMRI Merger and the CMRII Merger as the “2021 Mergers.” CRII stockholders received (i) 2.015 shares of our Class A common stock in exchange for their shares of common stock, (ii) one share of our Series 2016 preferred stock in exchange for their CRII Series 2016 preferred stock, and (iii) one share of our Series 2017 preferred stock in exchange for their CRII Series 2017 preferred stock. CROP, the operating partnership of CRII, replaced Cottonwood Communities O.P., LP (“CCOP”) as our operating partnership. The participating partnership units of CROP, which excluded preferred units, were split by a ratio of 2.015 (“CROP Unit Split”). Issued and outstanding partnership units of CCOP, which included Series 2019 Preferred units, LTIP units, Special LTIP units, general partner units and common limited partnership units converted into corresponding units at CROP, the terms of which were identical to the converted CCOP partnership unit. After giving effect to the CROP Unit Split, each preferred unit, general partner unit, common limited partnership unit, and LTIP unit of CROP remained issued and outstanding. CMRI stockholders received 1.175 shares of our Class A common stock in exchange for their CMRI common stock. CMRII’s stockholders received 1.072 shares of our Class A common stock in exchange for their CMRII common stock. In connection with the mergers of the operating partnerships of each of CMRI and CMRII with and into CROP, the partnership units outstanding, which were split to equal the amount of the common stock outstanding, were converted into CROP common units at the same ratio as the common stock. 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. Through the 2021 Mergers we acquired interests in 22 stabilized multifamily apartment communities, four multifamily development projects, one structured investment, and land held for development. We also acquired CRII’s property management business and its employees, an advisory contract with Cottonwood Multifamily Opportunity Fund, Inc. (“CMOF”), and personnel who performed certain administrative and other services for us on behalf of CC Advisors III. CC Advisors III continues to manage our business as our external advisor pursuant to an amended and restated advisory agreement. With the exception of our Chief Legal Officer, Chief Operating Officer, Chief Accounting Officer and Chief Development Officer, we do not employ our executive officers. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
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, 2021 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, 2021 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. 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. Organization and Offering Costs Organization and offering costs in the Initial Offering were paid by our advisor, which totaled $14.1 million. Organization and offering costs in the Follow-on Offering are paid by purchasers of the shares through an adjustment to the purchase price of the share or their distribution (depending on the class of share purchased) or by us. They are recorded as an offset to equity. As of June 30, 2022, $8.9 million in organization and offering costs had been incurred in connection with the Follow-on Offering. Organization and offering costs in the Private Offering for our Series 2019 Preferred Stock were paid by us. They are deferred and amortized up to the redemption date through interest expense. We incurred $13.2 million of organization and offering costs related to the Private Offering, which was fully subscribed and terminated in March 2022. Income Taxes As a REIT, we are not subject to federal income tax with respect to the portion of our income that meets certain criteria and is distributed annually to stockholders. Taxable income from activities managed through our taxable REIT subsidiary (“TRS”) are subject to federal, state and local income taxes. Provision for such taxes has been included in income tax expense on our condensed consolidated statements of operations. In 2018, we entered into an incentive allocation agreement with a real estate firm who bought a portfolio of twelve assets from us. The agreement allowed us to participate in distributions from the portfolio should returns on the portfolio exceed certain amounts. In March 2022, the firm sold the portfolio and our TRS realized a promote distribution of $30.3 million. Income tax expense accrued for this discrete item was $7.3 million. In June 2022, the taxable gain from the promote was contributed to a Qualified Opportunity Zone fund, which provides tax benefits for development programs located in designated areas as established by Congress in the Tax Cuts and Jobs act of 2017. As a result, the $7.3 million income tax payable was reclassified to a deferred tax liability. We expect that this deferred tax liability will be realized in 2026. |
Real Estate Assets, Net
Real Estate Assets, Net | 6 Months Ended |
Jun. 30, 2022 | |
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): 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 |
Investments in Unconsolidated R
Investments in Unconsolidated Real Estate Entities | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021 (in thousands): Balance at Property / Development Location % Owned June 30, 2022 December 31, 2021 Stabilized Assets 3800 Main (1) Houston, TX 0% (1) $ — $ 10,347 Alpha Mill (2) (3) Charlotte, NC 28.3% 10,595 22,034 Cottonwood Bayview (2) St. Petersburg, FL 71.0% 31,430 31,399 Cottonwood Ridgeview (2) Plano, TX 90.5% 2,548 34,352 Fox Point (2) Salt Lake City, UT 52.8% 15,367 16,056 Toscana at Valley Ridge (2) Lewisville, TX 58.6% 9,439 9,370 Melrose Phase II (2) Nashville, TN 79.8% 6,637 15,523 Preferred Equity Investments Lector85 Ybor City, FL 13,858 13,010 Vernon Boulevard Queens, NY 19,269 18,079 Riverfront West Sacramento, CA 18,289 16,884 Other 1,374 3,679 Total $ 128,806 $ 190,733 (1) On June 23, 2022, 3800 Main was sold. We received $16.8 million in cash for the sale and recorded a gain on sale of $6.8 million. (2) We account for our tenant-in-common interests in these properties as equity method investments. (3) On April 7, 2022, we sold 28.9% of our ownership interest in Alpha Mill for $11.9 million to certain unaffiliated third parties and we recorded a gain on sale of $0.8 million related to the transaction, which reduced our remaining ownership in Alpha Mill to 28.3%. 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 earnings (losses) for our stabilized assets for the three months ended June 30, 2022 and 2021 were $2.3 million and $(2.0) million, respectively. Equity in earnings for our stabilized assets for the six months ended June 30, 2022 was $3.3 million. Equity in losses for our stabilized and other assets during the period from the CRII Merger closing on May 7, 2021 to June 30, 2021 was $2.0 million. During March 2022, we received $30.4 million and $8.3 million in distributions as a return of capital from debt refinances at Cottonwood Ridgeview and Melrose Phase II, respectively. 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 three months ended June 30, 2022 and 2021 were $1.8 million and $1.4 million, respectively. Equity in earnings for our preferred equity investments for the six months ended June 30, 2022 and 2021 were $3.4 million and $2.3 million, respectively. By the end of 2021, we had fully funded our commitments on all of our preferred equity investments. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Mortgage Notes and Revolving Credit Facility The following table is a summary of the mortgage notes and revolving credit facility secured by our properties as of June 30, 2022 and December 31, 2021 ($ in thousands): Principal Balance Outstanding Indebtedness Weighted-Average Interest Rate Weighted-Average Remaining Term (1) June 30, 2022 December 31, 2021 Fixed rate loans Fixed rate mortgages 3.66% 4.4 Years $ 428,396 $ 213,009 Total fixed rate loans 428,396 213,009 Variable rate loans (2) Floating rate mortgages 3.24% 7.2 Years 426,130 407,022 Variable rate revolving credit facility (3) 2.98% 2.7 Years 60,000 20,000 Total variable rate loans 486,130 427,022 Total secured loans 914,526 640,031 Unamortized debt issuance costs (5,679) (940) Premium on assumed debt, net 1,574 3,016 Mortgage notes and revolving credit facility, net $ 910,421 $ 642,107 (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 or one-month SOFR. (3) We may obtain advances secured against Cottonwood One Upland and Parc Westborough up to $125.0 million on our variable rate revolving credit facility, as long as certain loan-to-value ratios and other requirements are maintained. We are in compliance with all covenants associated with our mortgage notes and revolving credit facility as of June 30, 2022. Construction Loans Information on our construction loans are as follows ($ in thousands): Development Interest Rate Final Expiration Date Loan Amount Amount Drawn at June 30, 2022 Amount Drawn at December 31, 2021 Sugarmont (1) (1) (1) (1) $ — $ 59,660 Park Avenue One-Month USD Libor + 1.75% November 30, 2023 $ 37,000 34,727 29,520 Cottonwood on Broadway One-Month USD Libor + 1.9% May 15, 2024 44,625 34,612 27,476 Cottonwood on Highland One-Month USD SOFR + 2.55% May 1, 2029 44,250 10,572 — $ 125,875 $ 79,911 $ 116,656 (1) The Sugarmont construction loan was refinanced in January 2022 with a $105.0 million floating rate mortgage. Unsecured Promissory Notes, Net CROP issued notes to foreign investors outside of the United States. These notes are unsecured and subordinate to all of CROP's debt. Each note has two one-year extension options during which the interest rate will increase 0.25% each additional period. Information on our unsecured promissory notes are as follows ($ in thousands): Offering Size Interest Rate Maturity Date June 30, 2022 December 31, 2021 2017 6% Notes $ 35,000 6.00% December 31, 2022 $ 20,818 $ 20,918 2019 6% Notes 25,000 6.00% December 31, 2023 22,625 22,625 $ 60,000 $ 43,443 $ 43,543 The aggregate maturities, including amortizing principal payments on our debt for years subsequent to June 30, 2022 are as follows (in thousands): Year Total 2022 (1) $ 56,344 2023 (2) 173,293 2024 541 2025 2,910 2026 143,217 Thereafter 661,575 $ 1,037,880 (1) $20.8 million of the amount maturing in 2022 relates to the amount outstanding at June 30, 2022 on our 2017 6% Unsecured Promissory Notes. The maturity date on these notes can be extended for two one (2) $22.6 million of the amount maturing in 2023 relates to the amount outstanding at June 30, 2022 on our 2019 6% Unsecured Promissory Notes. The maturity date on these notes can be extended for two one one |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021, 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): June 30, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value Financial Asset: Investments in real-estate related loans $ 13,027 $ 13,027 $ 13,035 $ 13,035 Financial Liability: Fixed rate mortgages $ 428,396 $ 417,869 $ 213,009 $ 216,566 Floating rate mortgages $ 426,130 $ 422,906 $ 407,022 $ 409,377 Variable rate revolving credit facility $ 60,000 $ 60,000 $ 20,000 $ 20,000 Construction loans $ 79,911 $ 79,911 $ 116,656 $ 116,656 Series 2016 Preferred Stock $ — $ — $ 139,996 $ 139,996 Series 2017 Preferred Stock $ — $ — $ 2,586 $ 2,586 Series 2019 Preferred Stock $ 127,295 $ 127,295 $ 111,863 $ 111,863 Unsecured promissory notes $ 43,443 $ 43,443 $ 43,543 $ 43,543 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 | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Preferred Stock | Preferred Stock Information on our preferred stock as of June 30, 2022 and December 31, 2021 is as follows: Shares Outstanding at Dividend Rate Extension Dividend Rate Redemption Date Maximum Extension Date June 30, 2022 December 31, 2021 Series 2016 Preferred Stock (1) 6.5% 7.0% January 31, 2022 January 31, 2023 — 13,999,560 Series 2017 Preferred Stock (2) 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 12,729,485 11,186,301 (1) We fully redeemed our Series 2016 Preferred Stock on April 18, 2022 for $139.8 million. (2) We fully redeemed our Series 2017 Preferred Stock immediately after the January 31, 2022 redemption date for $2.6 million. The Private Offering for our Series 2019 Preferred Stock was fully subscribed and terminated in March 2022. We issued $15.4 million of our Series 2019 Preferred Stock in the first quarter of 2022 prior to the termination of the Private Offering. During the six months ended June 30, 2021 we issued $30.6 million of Series 2019 Preferred Stock. During the six months ended June 30, 2022 and 2021, we incurred $3.4 million and $1.2 million in dividends on our Series 2019 Preferred Stock, respectively. During the six months ended June 30, 2022, we incurred $2.9 million in dividends on our Series 2016 Preferred Stock prior to their full redemption on April 18, 2022, and we incurred an insignificant amount in dividends on our Series 2017 Preferred Stock prior to their full redemption immediately after the January 31, 2022 redemption date. During the period from the CRII Merger closing on May 7, 2021 to June 30, 2021, we incurred $1.5 million and $29,000 in dividends on our Series 2016 Preferred Stock and Series 2017 Preferred Stock, respectively. During the six months ended June 30, 2022, we repurchased 4,000 shares of Series 2019 Preferred Stock for $40,000. Additionally, we fully redeemed our Series 2017 Preferred Stock immediately after the January 31, 2022 redemption date for $2.6 million and we fully redeemed our Series 2016 Preferred Stock on April 18, 2022 for $139.8 million. During the six months ended June 30, 2021, we repurchased 10,000 shares of Series 2019 Preferred Stock for $0.1 million and during the period from the CRII Merger closing on May 7, 2021 to June 30, 2021 we repurchased 55,990 shares of Series 2016 Preferred Stock for $0.5 million . |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common Stock The following table details the movement in the Company's outstanding shares for each class of common stock: Six Months Ended June 30, 2022 Class T Class D Class I Class A Class TX Total December 31, 2021 — — 151,286 23,445,174 17,520 23,613,980 Issuance of common stock 2,943,405 1,019 1,602,969 — — 4,547,393 Distribution reinvestment 1,481 — 1,491 49,811 10 52,793 Repurchases of common stock — — — (482,865) — (482,865) June 30, 2022 2,944,885 1,019 1,755,746 23,012,120 17,530 27,731,301 Common Stock Distributions Distributions on our common stock are determined by the board of directors based on our financial condition and other relevant factors. Common stockholders may choose to receive cash distributions or purchase additional shares through our distribution reinvestment plan. For the six months ended June 30, 2022, we paid aggregate distributions of $9.8 million, including $8.8 million distributions paid in cash and $1.0 million of distributions reinvested through our distribution reinvestment plan. We declared the following monthly distributions for each share of our common stock as shown in the table below: Shareholder Record Date Monthly Rate Annually January 31, 2022 $ 0.05833333 $ 0.70 February 28, 2022 $ 0.05916667 $ 0.71 March 31, 2022 $ 0.05916667 $ 0.71 April 30, 2022 $ 0.05916667 $ 0.71 May 31, 2022 $ 0.06000000 $ 0.72 June 30, 2022 $ 0.06083333 $ 0.73 Repurchases During the six months ended June 30, 2022, we repurchased 482,865 shares of common stock pursuant to our share repurchase program for $8.7 million, at an average repurchase price of $18.02. We had no unfulfilled repurchase requests during the six months ended June 30, 2022. |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions Asset Management Fee Under the amended and restated advisory agreement entered May 7, 2021 and renewed for an additional one-year term as of May 7, 2022, 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 June 30, 2022 and 2021 were $4.3 million and $1.4 million, respectively. Asset management fees to our advisor for the six months ended June 30, 2022 and 2021 were $8.1 million and $2.3 million, respectively. Performance Participation Allocation CC Advisors - SLP, LLC, an affiliate of our advisor and the Special Limited Partner at CROP, holds a performance participation interest in CROP that entitles it to receive an allocation of CROP's total return to its capital account as long as the advisory agreement has not been terminated. 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. On January 31, 2022, the performance participation allocation incurred during the period from the CRII Merger closing on May 7, 2021 to December 31, 2021 of $51.8 million was paid in cash. During the three and six months ended June 30, 2022, we recognized $10.1 million and $30.1 million, respectively, of performance participation expense as a result of the increase in the value of our net assets and dividends paid to stockholders. 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. Block C and Jasper Investments On June 28, 2022, we, through our indirect subsidiaries, admitted entities affiliated with us and our advisor, Brickyard QOF, LLC (“Brickyard QOF”) and HV Millcreek, LLC (“Millcreek,” and together with Brickyard QOF, the “Affiliated Members”) as members in CW Block C, LLC, a development joint venture with CMOF, and CW Jasper, LLC, a development project owned 100% by CROP (“Jasper”). The Affiliated Members are owned directly or indirectly by our officers or directors , as well as certain employees of CROP and our advisor or its affiliates. In connection with their admission as members, the Affiliated Members made an aggregate capital contribution of $8.5 million and $2.4 million to Block C and Jasper, respectively. The Affiliated Members will participate in the economics of Block C and Jasper on the same terms and conditions as us. The operating agreements of Block C and Jasper were amended in August 2022 to reflect additional terms related to the admission of the Affiliated Members. Block C and Jasper are located in an Opportunity Zone, which provides tax benefits for development programs located in designated areas as established by Congress in the Tax Cuts and Jobs act of 2017. |
Noncontrolling Interests
Noncontrolling Interests | 6 Months Ended |
Jun. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling Interests - Limited Partners Common Limited OP Units and LTIP Units are CROP units not owned by us and collectively referred to as “Noncontrolling Interests – Limited Partners.” Common Limited OP Units - During the six months ended June 30, 2022, we paid aggregate distributions to noncontrolling OP Unit holders of $11.0 million. During the period from the CRII Merger closing on May 7, 2021 to June 30, 2021, we paid aggregate distributions to noncontrolling OP Unit holders of $2.2 million. LTIP Units - As of June 30, 2022, there were 673,780 unvested time LTIP awards and 548,138 unvested performance LTIP awards outstanding. Share-based compensation was $1.6 million and $0.5 million for the six months ended June 30, 2022 and 2021, respectively. Total unrecognized compensation expense for LTIP Units at June 30, 2022 is $10.0 million and is expected to be recognized on a straight-line basis through December 2025. Noncontrolling Interests - Partially Owned Entities As of June 30, 2022, noncontrolling interests in consolidated entities not wholly owned by us ranged from 1% to 81%, with the average being 22%. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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 June 30, 2022, 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
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. Merger with Cottonwood Multifamily Opportunity Fund, Inc. On July 8, 2022, we, CMOF, Cottonwood Multifamily Opportunity Fund O.P., LP (“CMOF OP”), CROP, and Cottonwood Communities GP Subsidiary, LLC, our wholly owned subsidiary (“Merger Sub”), entered into an Agreement and Plan of Merger (the “CMOF Merger Agreement”). Subject to the terms and conditions of the CMOF Merger Agreement, (i) CMOF will merge with and into Merger Sub, with Merger Sub surviving as our direct, wholly owned subsidiary (the “Company Merger”) and (ii) CMOF OP will merge with and into CROP, with CROP surviving (the “Partnership Merger” and, together with the Company Merger, the “CMOF Merger”). At such time, the separate existence of CMOF and CMOF OP will cease. The CMOF Merger Agreement was entered into after a thorough due diligence and negotiation process conducted by a special committee of CMOF’s board of directors, with the assistance of its advisors, and our conflicts committee, with the assistance of its advisors. At the effective time of the Company Merger, each issued and outstanding share of CMOF’s common stock, $0.01 par value per share (the “CMOF Common Stock”) will be converted into the right to receive 0.8669 shares of our Class A common stock, $0.01 par value per share. As of June 30, 2022, 5,001,000 shares of CMOF Common Stock were issued and outstanding. Shares of CMOF Common Stock held as of immediately prior to the effective time of the Company Merger by us, any wholly owned subsidiary of ours, or any wholly owned subsidiary of CMOF will be automatically canceled in connection with the Company Merger without receiving payment. At the effective time of the Partnership Merger, each outstanding common unit of partnership interests in CMOF OP (“CMOF OP Partnership Unit”) will be converted into the right to receive 0.8669 common units of CROP (“CROP Common Units”). CMOF OP Partnership Units held as of immediately prior to the effective time of the Partnership Merger by us, any wholly owned subsidiary of ours, CMOF, or any wholly owned subsidiary of CMOF will be canceled in connection with the Partnership Merger without receiving payment. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2021 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, 2021 filed with the SEC. |
Organization and Offering Costs | Organization and Offering Costs Organization and offering costs in the Initial Offering were paid by our advisor, which totaled $14.1 million. Organization and offering costs in the Follow-on Offering are paid by purchasers of the shares through an adjustment to the purchase price of the share or their distribution (depending on the class of share purchased) or by us. They are recorded as an offset to equity. As of June 30, 2022, $8.9 million in organization and offering costs had been incurred in connection with the Follow-on Offering. Organization and offering costs in the Private Offering for our Series 2019 Preferred Stock were paid by us. They are deferred and amortized up to the redemption date through interest expense. We incurred $13.2 million of organization and offering costs related to the Private Offering, which was fully subscribed and terminated in March 2022. |
Income Taxes | Income TaxesAs a REIT, we are not subject to federal income tax with respect to the portion of our income that meets certain criteria and is distributed annually to stockholders. Taxable income from activities managed through our taxable REIT subsidiary (“TRS”) are subject to federal, state and local income taxes. Provision for such taxes has been included in income tax expense on our condensed consolidated statements of operations. In 2018, we entered into an incentive allocation agreement with a real estate firm who bought a portfolio of twelve assets from us. The agreement allowed us to participate in distributions from the portfolio should returns on the portfolio exceed certain amounts. |
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. |
Real Estate Assets, Net (Tables
Real Estate Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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): 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. |
Summary of Purchase Price Allocation | 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 $95,606 |
Schedule of Consideration in Merger Agreement | The consideration given in exchange for CRII was as follows ($ 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 |
Schedule of Purchase Price Allocation of identifiable Asset and Liabilities Assumed | 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. |
Schedule of Revenue and Net Income Since Acquisition | 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 |
Schedule of Pro Forma Information | 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) |
Schedule of Equity Transaction Adjustments | 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 |
Investments in Unconsolidated_2
Investments in Unconsolidated Real Estate Entities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021 (in thousands): Balance at Property / Development Location % Owned June 30, 2022 December 31, 2021 Stabilized Assets 3800 Main (1) Houston, TX 0% (1) $ — $ 10,347 Alpha Mill (2) (3) Charlotte, NC 28.3% 10,595 22,034 Cottonwood Bayview (2) St. Petersburg, FL 71.0% 31,430 31,399 Cottonwood Ridgeview (2) Plano, TX 90.5% 2,548 34,352 Fox Point (2) Salt Lake City, UT 52.8% 15,367 16,056 Toscana at Valley Ridge (2) Lewisville, TX 58.6% 9,439 9,370 Melrose Phase II (2) Nashville, TN 79.8% 6,637 15,523 Preferred Equity Investments Lector85 Ybor City, FL 13,858 13,010 Vernon Boulevard Queens, NY 19,269 18,079 Riverfront West Sacramento, CA 18,289 16,884 Other 1,374 3,679 Total $ 128,806 $ 190,733 (1) On June 23, 2022, 3800 Main was sold. We received $16.8 million in cash for the sale and recorded a gain on sale of $6.8 million. (2) We account for our tenant-in-common interests in these properties as equity method investments. (3) On April 7, 2022, we sold 28.9% of our ownership interest in Alpha Mill for $11.9 million to certain unaffiliated third parties and we recorded a gain on sale of $0.8 million related to the transaction, which reduced our remaining ownership in Alpha Mill to 28.3%. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Mortgage Notes And Revolving Credit Facility | The following table is a summary of the mortgage notes and revolving credit facility secured by our properties as of June 30, 2022 and December 31, 2021 ($ in thousands): Principal Balance Outstanding Indebtedness Weighted-Average Interest Rate Weighted-Average Remaining Term (1) June 30, 2022 December 31, 2021 Fixed rate loans Fixed rate mortgages 3.66% 4.4 Years $ 428,396 $ 213,009 Total fixed rate loans 428,396 213,009 Variable rate loans (2) Floating rate mortgages 3.24% 7.2 Years 426,130 407,022 Variable rate revolving credit facility (3) 2.98% 2.7 Years 60,000 20,000 Total variable rate loans 486,130 427,022 Total secured loans 914,526 640,031 Unamortized debt issuance costs (5,679) (940) Premium on assumed debt, net 1,574 3,016 Mortgage notes and revolving credit facility, net $ 910,421 $ 642,107 (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 or one-month SOFR. (3) We may obtain advances secured against Cottonwood One Upland and Parc Westborough up to $125.0 million on our variable rate revolving credit facility, as long as certain loan-to-value ratios and other requirements are maintained. |
Schedule of Construction Loans | Information on our construction loans are as follows ($ in thousands): Development Interest Rate Final Expiration Date Loan Amount Amount Drawn at June 30, 2022 Amount Drawn at December 31, 2021 Sugarmont (1) (1) (1) (1) $ — $ 59,660 Park Avenue One-Month USD Libor + 1.75% November 30, 2023 $ 37,000 34,727 29,520 Cottonwood on Broadway One-Month USD Libor + 1.9% May 15, 2024 44,625 34,612 27,476 Cottonwood on Highland One-Month USD SOFR + 2.55% May 1, 2029 44,250 10,572 — $ 125,875 $ 79,911 $ 116,656 (1) The Sugarmont construction loan was refinanced in January 2022 with a $105.0 million floating rate mortgage. |
Schedule of Unsecured Promissory Notes | Information on our unsecured promissory notes are as follows ($ in thousands): Offering Size Interest Rate Maturity Date June 30, 2022 December 31, 2021 2017 6% Notes $ 35,000 6.00% December 31, 2022 $ 20,818 $ 20,918 2019 6% Notes 25,000 6.00% December 31, 2023 22,625 22,625 $ 60,000 $ 43,443 $ 43,543 |
Schedule of Mortgage Notes, Repayments of Principal | The aggregate maturities, including amortizing principal payments on our debt for years subsequent to June 30, 2022 are as follows (in thousands): Year Total 2022 (1) $ 56,344 2023 (2) 173,293 2024 541 2025 2,910 2026 143,217 Thereafter 661,575 $ 1,037,880 (1) $20.8 million of the amount maturing in 2022 relates to the amount outstanding at June 30, 2022 on our 2017 6% Unsecured Promissory Notes. The maturity date on these notes can be extended for two one (2) $22.6 million of the amount maturing in 2023 relates to the amount outstanding at June 30, 2022 on our 2019 6% Unsecured Promissory Notes. The maturity date on these notes can be extended for two one one |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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): June 30, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value Financial Asset: Investments in real-estate related loans $ 13,027 $ 13,027 $ 13,035 $ 13,035 Financial Liability: Fixed rate mortgages $ 428,396 $ 417,869 $ 213,009 $ 216,566 Floating rate mortgages $ 426,130 $ 422,906 $ 407,022 $ 409,377 Variable rate revolving credit facility $ 60,000 $ 60,000 $ 20,000 $ 20,000 Construction loans $ 79,911 $ 79,911 $ 116,656 $ 116,656 Series 2016 Preferred Stock $ — $ — $ 139,996 $ 139,996 Series 2017 Preferred Stock $ — $ — $ 2,586 $ 2,586 Series 2019 Preferred Stock $ 127,295 $ 127,295 $ 111,863 $ 111,863 Unsecured promissory notes $ 43,443 $ 43,443 $ 43,543 $ 43,543 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Preferred Stock | Information on our preferred stock as of June 30, 2022 and December 31, 2021 is as follows: Shares Outstanding at Dividend Rate Extension Dividend Rate Redemption Date Maximum Extension Date June 30, 2022 December 31, 2021 Series 2016 Preferred Stock (1) 6.5% 7.0% January 31, 2022 January 31, 2023 — 13,999,560 Series 2017 Preferred Stock (2) 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 12,729,485 11,186,301 (1) We fully redeemed our Series 2016 Preferred Stock on April 18, 2022 for $139.8 million. (2) We fully redeemed our Series 2017 Preferred Stock immediately after the January 31, 2022 redemption date for $2.6 million. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Common Stock Outstanding | The following table details the movement in the Company's outstanding shares for each class of common stock: Six Months Ended June 30, 2022 Class T Class D Class I Class A Class TX Total December 31, 2021 — — 151,286 23,445,174 17,520 23,613,980 Issuance of common stock 2,943,405 1,019 1,602,969 — — 4,547,393 Distribution reinvestment 1,481 — 1,491 49,811 10 52,793 Repurchases of common stock — — — (482,865) — (482,865) June 30, 2022 2,944,885 1,019 1,755,746 23,012,120 17,530 27,731,301 |
Schedule of Distributions | We declared the following monthly distributions for each share of our common stock as shown in the table below: Shareholder Record Date Monthly Rate Annually January 31, 2022 $ 0.05833333 $ 0.70 February 28, 2022 $ 0.05916667 $ 0.71 March 31, 2022 $ 0.05916667 $ 0.71 April 30, 2022 $ 0.05916667 $ 0.71 May 31, 2022 $ 0.06000000 $ 0.72 June 30, 2022 $ 0.06083333 $ 0.73 |
Organization and Business (Deta
Organization and Business (Details) | 8 Months Ended | 29 Months Ended | ||||||
Jan. 26, 2021 numberOfAffiliatedREIT | Jun. 30, 2022 USD ($) apartmentCommunity realEstateUnit parcel | Mar. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2021 apartmentCommunity developmentProject | Nov. 04, 2021 USD ($) | Jul. 15, 2021 | Nov. 08, 2019 USD ($) $ / shares | |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of multifamily apartment communities | apartmentCommunity | 17 | |||||||
Number of affiliated REITs | numberOfAffiliatedREIT | 3 | |||||||
Number of stabilized multifamily apartment communities | apartmentCommunity | 22 | |||||||
Number of multifamily development projects | developmentProject | 4 | |||||||
Number of structured investment, and land held for development | developmentProject | 1 | |||||||
CROP | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Share conversion ratio | 2.015 | |||||||
Ownership interest | 100% | |||||||
Preferred Equity Investments | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of real estate properties | parcel | 3 | |||||||
Class A | CRII Merger | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Share conversion ratio | 2.015 | |||||||
Class A | Cottonwood Multifamily REIT I, Inc. | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Share conversion ratio | 1.175 | |||||||
Class A | Cottonwood Multifamily REIT II, Inc. | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
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 | |||||||
Owned Interest | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of multifamily apartment communities | apartmentCommunity | 33 | |||||||
Number of real estate units | realEstateUnit | 9,670 | |||||||
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 | |||||||
Structured Investment Interest | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of multifamily apartment communities | apartmentCommunity | 4 | |||||||
Number of real estate units | realEstateUnit | 1,373 | |||||||
IPO | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Proceeds from public offering | $ 122,000,000 | |||||||
Primary Offering | Class T, Class D and Class I Common Stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock offered, value | $ 900,000,000 | |||||||
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 | |||||||
Follow on Offering | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock offered, value | $ 1,000,000,000 | |||||||
Proceeds from issuance of follow-on offering | $ 90,300,000 | |||||||
Private Placement | Series 2019 Preferred Stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock offered, value | $ 128,000,000 | |||||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||||
Proceeds from private offering | $ 127,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 1 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||
TRS received impacts from sale of portfolio of assets | $ 30.3 | |
Income tax expense | $ 7.3 | |
Deferred tax liability | $ 7.3 | |
Cottonwood Communities Management, LLC | ||
Debt Instrument [Line Items] | ||
Offering costs incurred | 8.9 | |
IPO | Cottonwood Communities Management, LLC | ||
Debt Instrument [Line Items] | ||
Offering costs incurred | 14.1 | |
Private Placement | Cottonwood Communities Management, LLC | ||
Debt Instrument [Line Items] | ||
Offering costs incurred | $ 13.2 |
Real Estate Assets, Net - Carry
Real Estate Assets, Net - Carrying Amounts of Real Estate Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Business Acquisition [Line Items] | |||
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 | 89,180 | 127,493 | |
Real estate investment property, at cost | 1,608,413 | 1,476,518 | |
Less: Accumulated depreciation and amortization | (89,603) | (68,035) | |
Real estate assets, net | $ 1,518,810 | $ 1,408,483 | |
CRII Merger | |||
Business Acquisition [Line Items] | |||
Acquired-in-place leases | $ 33,200 |
Real Estate Assets, Net - Summa
Real Estate Assets, Net - Summary of Purchase Price Allocation (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 22, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Asset Acquisition [Line Items] | |||
Total | $ 31,341 | $ 22,322 | |
Cottonwood Lighthouse Point | |||
Asset Acquisition [Line Items] | |||
Consideration transferred | $ 95,500 | ||
Proceeds from issuance of debt | 48,000 | ||
Building | 76,322 | ||
Land | 13,647 | ||
Land Improvements | 1,843 | ||
Personal Property | 2,011 | ||
Lease Intangibles | 1,783 | ||
Total | $ 95,606 | ||
Weighted-average amortization period (in years) | 6 months |
Real Estate Assets, Net - Consi
Real Estate Assets, Net - Considerations in Merger Agreement (Details) $ / shares in Units, $ in Thousands | May 07, 2021 USD ($) $ / shares shares | Jun. 30, 2022 shares | Dec. 31, 2021 shares |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Common stock, shares outstanding (in shares) | 27,731,301 | 23,613,980 | |
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 | Jul. 15, 2021 | May 07, 2021 |
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 | |
CRII Merger | ||
Assets | ||
Real estate assets | $ 1,291,030 | |
Investments in unconsolidated real estate entities | 120,775 | |
Cash and cash equivalents | 31,799 | |
Restricted cash | 20,144 | |
Other assets | 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 | (581,659) | |
Net assets acquired | 4,657 | |
Intangible assets from merger | $ 33,200 | |
Weighted-average amortization period (in years) | 6 months | |
CRII Merger | Other Assets | ||
Liabilities | ||
Intangible assets from merger | $ 8,000 | $ 32,100 |
Real Estate Assets, Net - Addit
Real Estate Assets, Net - Additional Information (Details) | Jun. 30, 2022 apartmentCommunity developmentProperty |
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 |
Real Estate Assets, Net - Reven
Real Estate Assets, Net - Revenue and Net Loss Since Acquisition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||||||
Net income | $ (12,993) | $ (6,888) | $ (21,400) | $ (3,010) | $ (19,882) | $ (24,410) |
CRII Merger | ||||||
Business Acquisition [Line Items] | ||||||
Revenue | 58,799 | |||||
Net income | $ 29,295 |
Real Estate Assets, Net - Pro F
Real Estate Assets, Net - Pro Forma Operating Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Historic results | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, pro forma revenue | $ 31,940 | $ 19,241 | $ 62,498 | $ 22,659 |
Business acquisition, pro forma net income (loss) | (12,993) | (21,400) | (19,882) | (24,410) |
CRII Merger (excluding those in historic results) | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, pro forma revenue | 0 | 11,510 | 0 | 36,657 |
Business acquisition, pro forma net income (loss) | 0 | (5,341) | 0 | (13,300) |
CMRI & CMRII Merger | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, pro forma revenue | 31,940 | 30,751 | 62,498 | 59,316 |
Business acquisition, pro forma net income (loss) | $ (12,993) | $ (26,741) | $ (19,882) | $ (37,710) |
Real Estate Assets, Net - Equit
Real Estate Assets, Net - Equity Transaction Adjustments (Details) $ / shares in Units, $ in Thousands | Jul. 15, 2021 USD ($) $ / shares shares | Jun. 30, 2022 shares | Dec. 31, 2021 USD ($) shares |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Common stock, shares outstanding (in shares) | shares | 27,731,301 | 23,613,980 | |
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 | ||
Settlement of CMRI and CMRII promissory notes and interest with CROP | 1,545 | ||
Net liabilities assumed | 2,223 | ||
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 | ||
Settlement of CMRI and CMRII promissory notes and interest with CROP | 2,475 | ||
Net liabilities assumed | $ 1,477 | ||
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 | ||
CROP | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Ownership interest | 100% |
Investments in Unconsolidated_3
Investments in Unconsolidated Real Estate Entities - Schedule of Equity Method Investments (Details) - USD ($) $ in Thousands | 6 Months Ended | ||||
Jun. 23, 2022 | Apr. 07, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||||
Proceeds from sale | $ 28,734 | $ 0 | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Alpha Mill Apartments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Proceeds from sale | $ 11,900 | ||||
Gain on sale | $ 800 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | 3800 Main | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Proceeds from sale | $ 16,800 | ||||
Gain on sale | $ 6,800 | ||||
Unconsolidated Properties | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | $ 128,806 | $ 190,733 | |||
3800 Main | Unconsolidated Properties | Houston, TX | Stabilized Properties | |||||
Schedule of Equity Method Investments [Line Items] | |||||
% Owned | 0% | ||||
Equity method investments | $ 0 | 10,347 | |||
Alpha Mill | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Alpha Mill Apartments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
% Owned | 28.30% | ||||
Sale of ownership percentage | 28.90% | ||||
Alpha Mill | Unconsolidated Properties | Charlotte, NC | Stabilized Properties | |||||
Schedule of Equity Method Investments [Line Items] | |||||
% Owned | 28.30% | ||||
Equity method investments | $ 10,595 | 22,034 | |||
Cottonwood Bayview | Unconsolidated Properties | St. Petersburg, FL | Stabilized Properties | |||||
Schedule of Equity Method Investments [Line Items] | |||||
% Owned | 71% | ||||
Equity method investments | $ 31,430 | 31,399 | |||
Cottonwood Ridgeview | Unconsolidated Properties | Plano, TX | Stabilized Properties | |||||
Schedule of Equity Method Investments [Line Items] | |||||
% Owned | 90.50% | ||||
Equity method investments | $ 2,548 | 34,352 | |||
Fox Point | Unconsolidated Properties | Salt Lake City, UT | Stabilized Properties | |||||
Schedule of Equity Method Investments [Line Items] | |||||
% Owned | 52.80% | ||||
Equity method investments | $ 15,367 | 16,056 | |||
Toscana At Valley Ridge | Unconsolidated Properties | Lewisville, TX | Stabilized Properties | |||||
Schedule of Equity Method Investments [Line Items] | |||||
% Owned | 58.60% | ||||
Equity method investments | $ 9,439 | 9,370 | |||
Melrose Phase II | Unconsolidated Properties | Nashville, TN | Stabilized Properties | |||||
Schedule of Equity Method Investments [Line Items] | |||||
% Owned | 79.80% | ||||
Equity method investments | $ 6,637 | 15,523 | |||
Lector85 | Unconsolidated Properties | Ybor City, FL | Preferred Equity Investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | 13,858 | 13,010 | |||
Vernon Boulevard | Unconsolidated Properties | Queens, NY | Preferred Equity Investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | 19,269 | 18,079 | |||
Riverfront | Unconsolidated Properties | West Sacramento, CA | Preferred Equity Investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | 18,289 | 16,884 | |||
Other | Unconsolidated Properties | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | $ 1,374 | $ 3,679 |
Investments in Unconsolidated_4
Investments in Unconsolidated Real Estate Entities - Additional Information (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Equity in earnings (losses) of unconsolidated real estate entities | $ 4,052 | $ (652) | $ 6,723 | $ 299 | |||
Stabilized Properties | Melrose Phase II | Nashville, TN | Unconsolidated Properties | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Payment for additional interest | $ 30,400 | $ 8,300 | |||||
Preferred Equity Investments | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity in earnings (losses) of unconsolidated real estate entities | 1,800 | 1,400 | 3,400 | $ 2,300 | |||
CRII Merger | Stabilized Properties | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity in earnings (losses) of unconsolidated real estate entities | $ (2,000) | $ 2,300 | $ (2,000) | $ 3,300 |
Debt - Mortgage Notes And Revol
Debt - Mortgage Notes And Revolving Credit Facility (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Total secured loans | $ 914,526,000 | $ 640,031,000 |
Unamortized debt issuance costs | (5,679,000) | (940,000) |
Premium on assumed debt, net | 1,574,000 | 3,016,000 |
Mortgage notes and revolving credit facility, net | 910,421,000 | 642,107,000 |
Future acquisition financing | ||
Debt Instrument [Line Items] | ||
Line of credit maximum borrowing capacity | $ 125,000,000 | |
Fixed rate loans | ||
Debt Instrument [Line Items] | ||
Weighted average fixed interest rate | 3.66% | |
Weighted average remaining term | 4 years 4 months 24 days | |
Total secured loans | $ 428,396,000 | 213,009,000 |
Variable rate loans | ||
Debt Instrument [Line Items] | ||
Total secured loans | $ 486,130,000 | 427,022,000 |
Variable rate loans | Floating rate mortgages | ||
Debt Instrument [Line Items] | ||
Weighted average variable rate | 3.24% | |
Weighted average remaining term | 7 years 2 months 12 days | |
Total secured loans | $ 426,130,000 | 407,022,000 |
Variable rate loans | Variable rate revolving credit facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Weighted average variable rate | 2.98% | |
Weighted average remaining term | 2 years 8 months 12 days | |
Total secured loans | $ 60,000,000 | $ 20,000,000 |
Debt - Construction Loans (Deta
Debt - Construction Loans (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Amount Drawn at June 30, 2022 | $ 79,911 | $ 116,656 | |
Floating rate mortgages | |||
Debt Instrument [Line Items] | |||
Loan Amount | $ 105,000 | ||
Construction loan payable | |||
Debt Instrument [Line Items] | |||
Loan Amount | 125,875 | ||
Amount Drawn at June 30, 2022 | 79,911 | 116,656 | |
Construction loan payable | Sugarmont | |||
Debt Instrument [Line Items] | |||
Amount Drawn at June 30, 2022 | 0 | 59,660 | |
Construction loan payable | Park Avenue | |||
Debt Instrument [Line Items] | |||
Loan Amount | 37,000 | ||
Amount Drawn at June 30, 2022 | $ 34,727 | 29,520 | |
Construction loan payable | Park Avenue | LIBOR | |||
Debt Instrument [Line Items] | |||
Interest rate on note issued | 1.75% | ||
Construction loan payable | Cottonwood on Broadway | |||
Debt Instrument [Line Items] | |||
Loan Amount | $ 44,625 | ||
Amount Drawn at June 30, 2022 | $ 34,612 | 27,476 | |
Construction loan payable | Cottonwood on Broadway | LIBOR | |||
Debt Instrument [Line Items] | |||
Interest rate on note issued | 1.90% | ||
Construction loan payable | Cottonwood on Highland | |||
Debt Instrument [Line Items] | |||
Loan Amount | $ 44,250 | ||
Amount Drawn at June 30, 2022 | $ 10,572 | $ 0 | |
Construction loan payable | Cottonwood on Highland | SOFR | |||
Debt Instrument [Line Items] | |||
Interest rate on note issued | 2.55% |
Debt - Unsecured Promissory Not
Debt - Unsecured Promissory Notes - Additional Information (Details) - Unsecured debt | 6 Months Ended |
Jun. 30, 2022 extension | |
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 ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Unsecured promissory notes, net | $ 43,443,000 | $ 43,543,000 |
Unsecured debt | ||
Debt Instrument [Line Items] | ||
Offering Size | 60,000 | |
Unsecured promissory notes, net | 43,443,000 | 43,543,000 |
Unsecured debt | 2017 6% Notes | ||
Debt Instrument [Line Items] | ||
Offering Size | $ 35,000 | |
Interest Rate | 6% | |
Unsecured promissory notes, net | $ 20,818,000 | 20,918,000 |
Unsecured debt | 2019 6% Notes | ||
Debt Instrument [Line Items] | ||
Offering Size | $ 25,000 | |
Interest Rate | 6% | |
Unsecured promissory notes, net | $ 22,625,000 | $ 22,625,000 |
Debt - Mortgage Notes Repayment
Debt - Mortgage Notes Repayment of Principal (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 USD ($) extension | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||
2022 | $ 56,344 | |
2023 | 173,293 | |
2024 | 541 | |
2025 | 2,910 | |
2026 | 143,217 | |
Thereafter | 661,575 | |
Principal payment on mortgage loans | 1,037,880 | |
Mortgage notes and revolving credit facility, net | $ 910,421 | $ 642,107 |
Unsecured debt | ||
Debt Instrument [Line Items] | ||
Number of extensions | extension | 2 | |
Term of extension | 1 year | |
Unsecured debt | 2017 6% Notes | ||
Debt Instrument [Line Items] | ||
Mortgage notes and revolving credit facility, net | $ 20,800 | |
Interest rate | 6% | |
Number of extensions | extension | 2 | |
Term of extension | 1 year | |
Unsecured debt | 2019 6% Notes | ||
Debt Instrument [Line Items] | ||
Mortgage notes and revolving credit facility, net | $ 22,600 | |
Interest rate | 6% | |
Number of extensions | extension | 2 | |
Term of extension | 1 year | |
Variable rate loans | Variable rate revolving credit facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Mortgage notes and revolving credit facility, net | $ 60,000 | |
Number of extensions | extension | 2 | |
Term of extension | 1 year |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in real-estate related loans | $ 13,027 | $ 13,035 |
Unsecured promissory notes | 43,443 | 43,543 |
Carrying Value | Variable rate revolving credit facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Lines of credit, fair value disclosure | 60,000 | 20,000 |
Carrying Value | Series 2016 Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock series | 0 | 139,996 |
Carrying Value | Series 2017 Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock series | 0 | 2,586 |
Carrying Value | Series 2019 Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock series | 127,295 | 111,863 |
Carrying Value | Fixed rate mortgages | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgages | 428,396 | 213,009 |
Carrying Value | Floating rate mortgages | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgages | 426,130 | 407,022 |
Carrying Value | Construction loans | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgages | 79,911 | 116,656 |
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in real-estate related loans | 13,027 | 13,035 |
Unsecured promissory notes | 43,443 | 43,543 |
Fair Value | Variable rate revolving credit facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Lines of credit, fair value disclosure | 60,000 | 20,000 |
Fair Value | Series 2016 Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock series | 0 | 139,996 |
Fair Value | Series 2017 Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock series | 0 | 2,586 |
Fair Value | Series 2019 Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock series | 127,295 | 111,863 |
Fair Value | Fixed rate mortgages | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgages | 417,869 | 216,566 |
Fair Value | Floating rate mortgages | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgages | 422,906 | 409,377 |
Fair Value | Construction loans | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgages | $ 79,911 | $ 116,656 |
Preferred Stock - Equity (Detai
Preferred Stock - Equity (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Apr. 18, 2022 | Feb. 01, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock repurchased during period, value | $ 6,039 | $ 3,394 | ||||||
Proceeds from issuance of Preferred Stock, net of issuance costs | $ 15,472 | $ 30,486 | ||||||
Series 2016 Preferred Stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Dividend Rate | 6.50% | |||||||
Extension Dividend Rate | 7% | |||||||
Preferred stock outstanding (in shares) | 0 | 0 | 13,999,560 | |||||
Series 2016 Preferred Stock | Preferred Stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock repurchased during period, value | $ 139,800 | $ 500 | ||||||
Series 2017 Preferred Stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Dividend Rate | 7.50% | |||||||
Extension Dividend Rate | 8% | |||||||
Preferred stock outstanding (in shares) | 0 | 0 | 258,550 | |||||
Series 2017 Preferred Stock | Preferred Stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Proceeds from issuance of Preferred Stock, net of issuance costs | $ 2,600 | |||||||
Series 2019 Preferred Stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Dividend Rate | 5.50% | |||||||
Extension Dividend Rate | 6% | |||||||
Preferred stock outstanding (in shares) | 12,729,485 | 12,729,485 | 11,186,301 | |||||
Series 2019 Preferred Stock | Preferred Stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock repurchased during period, value | $ 40 | 100 | ||||||
Proceeds from issuance of Preferred Stock, net of issuance costs | $ 15,400 | $ 30,600 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Apr. 18, 2022 | Feb. 01, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from issuance of Preferred Stock, net of issuance costs | $ 15,472 | $ 30,486 | |||||
Number of shares redeemed (in shares) | 482,865 | ||||||
Stock repurchased during period, value | $ 6,039 | $ 3,394 | |||||
Preferred Stock | Series 2016 Preferred Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Preferred dividend value incurred | $ 1,500 | $ 2,900 | |||||
Number of shares redeemed (in shares) | 55,990 | ||||||
Stock repurchased during period, value | $ 139,800 | $ 500 | |||||
Preferred Stock | Series 2017 Preferred Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from issuance of Preferred Stock, net of issuance costs | $ 2,600 | ||||||
Preferred dividend value incurred | $ 29 | ||||||
Preferred Stock | Series 2019 Preferred Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from issuance of Preferred Stock, net of issuance costs | $ 15,400 | 30,600 | |||||
Preferred dividend value incurred | $ 3,400 | $ 1,200 | |||||
Number of shares redeemed (in shares) | 4,000 | 10,000 | |||||
Stock repurchased during period, value | $ 40 | $ 100 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Outstanding (Details) | 6 Months Ended |
Jun. 30, 2022 shares | |
Common Stock Outstanding [Roll Forward] | |
Shares outstanding, beginning balance (in shares) | 23,613,980 |
Issuance of common stock (in shares) | 4,547,393 |
Distribution reinvestment (in shares) | 52,793 |
Repurchases of common stock (in shares) | (482,865) |
Shares outstanding, ending balance (in shares) | 27,731,301 |
Class T | |
Common Stock Outstanding [Roll Forward] | |
Shares outstanding, beginning balance (in shares) | 0 |
Issuance of common stock (in shares) | 2,943,405 |
Distribution reinvestment (in shares) | 1,481 |
Repurchases of common stock (in shares) | 0 |
Shares outstanding, ending balance (in shares) | 2,944,885 |
Class D | |
Common Stock Outstanding [Roll Forward] | |
Shares outstanding, beginning balance (in shares) | 0 |
Issuance of common stock (in shares) | 1,019 |
Distribution reinvestment (in shares) | 0 |
Repurchases of common stock (in shares) | 0 |
Shares outstanding, ending balance (in shares) | 1,019 |
Class I | |
Common Stock Outstanding [Roll Forward] | |
Shares outstanding, beginning balance (in shares) | 151,286 |
Issuance of common stock (in shares) | 1,602,969 |
Distribution reinvestment (in shares) | 1,491 |
Repurchases of common stock (in shares) | 0 |
Shares outstanding, ending balance (in shares) | 1,755,746 |
Class A | |
Common Stock Outstanding [Roll Forward] | |
Shares outstanding, beginning balance (in shares) | 23,445,174 |
Issuance of common stock (in shares) | 0 |
Distribution reinvestment (in shares) | 49,811 |
Repurchases of common stock (in shares) | (482,865) |
Shares outstanding, ending balance (in shares) | 23,012,120 |
Class TX | |
Common Stock Outstanding [Roll Forward] | |
Shares outstanding, beginning balance (in shares) | 17,520 |
Issuance of common stock (in shares) | 0 |
Distribution reinvestment (in shares) | 10 |
Repurchases of common stock (in shares) | 0 |
Shares outstanding, ending balance (in shares) | 17,530 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
Aggregate distributions paid | $ 9,800 | |
Distributions paid in cash | 8,774 | $ 3,049 |
Dividend reinvestment plan, cash paid | $ 1,000 | |
Number of shares redeemed (in shares) | 482,865 | |
Repurchase of common stock/OP Units | $ 9,432 | $ 0 |
Class A | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares redeemed (in shares) | 482,865 | |
Class A | Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares redeemed (in shares) | 482,865 | |
Repurchase of common stock/OP Units | $ 8,700 | |
Average repurchase price (in USD per share) | $ 18.02 |
Stockholders' Equity - Distribu
Stockholders' Equity - Distributions of Common Stock (Details) - $ / shares | Jun. 30, 2022 | May 31, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | Jan. 31, 2022 |
Equity [Abstract] | ||||||
Monthly rate (usd per share) | $ 0.06083333 | $ 0.06000000 | $ 0.05916667 | $ 0.05916667 | $ 0.05916667 | $ 0.05833333 |
Annually (usd per share) | $ 0.73 | $ 0.72 | $ 0.71 | $ 0.71 | $ 0.71 | $ 0.70 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 6 Months Ended | 8 Months Ended | ||||
May 07, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | May 07, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Jun. 28, 2022 | |
Related Party Transaction [Line Items] | ||||||||
Asset management fee | $ 4,348 | $ 1,442 | $ 8,139 | $ 2,328 | ||||
Performance participation allocation | 10,144 | 6,455 | 30,078 | 6,455 | ||||
CROP (''Jasper'') | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percent of development project owned | 100% | |||||||
Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of annual total return | 12.50% | 12.50% | ||||||
CW Block C, LLC | Affiliated Members | ||||||||
Related Party Transaction [Line Items] | ||||||||
Capital contribution | $ 8,500 | |||||||
CW Jasper, LLC | Affiliated Members | ||||||||
Related Party Transaction [Line Items] | ||||||||
Capital contribution | $ 2,400 | |||||||
Independent Director Compensation | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Renewal period | 1 year | |||||||
Gross asset value of CROP percentage | 0.0625% | 1.25% | ||||||
Net asset value of CROP percentage | 0.125% | |||||||
Asset management fee | 4,300 | $ 1,400 | 8,100 | $ 2,300 | ||||
Percentage of total return | 5% | 5% | ||||||
Independent Director Compensation | Affiliated Entity | Limited Partners | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of total return | 12.50% | 12.50% | ||||||
Performance participation allocation | $ 10,100 | $ 30,100 | $ 51,800 | |||||
Independent Director Compensation | Affiliated Entity | Other Ownership Interest | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of total return | 87.50% | 87.50% |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | |
Noncontrolling Interest [Line Items] | ||||||
Distributions to investors | $ 10,445 | $ 13,847 | $ 5,114 | $ 1,511 | ||
Share-based compensation | $ 731 | $ 865 | $ 421 | 45 | ||
Not Wholly Owned | Minimum | ||||||
Noncontrolling Interest [Line Items] | ||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 1% | |||||
Not Wholly Owned | Maximum | ||||||
Noncontrolling Interest [Line Items] | ||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 81% | |||||
Not Wholly Owned | Weighted Average | ||||||
Noncontrolling Interest [Line Items] | ||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 22% | |||||
OP Units | ||||||
Noncontrolling Interest [Line Items] | ||||||
Distributions to investors | $ 2,200 | $ 11,000 | ||||
LTIP Units | ||||||
Noncontrolling Interest [Line Items] | ||||||
Number of unvested awards outstanding (in shares) | 673,780 | |||||
Share-based compensation | $ 1,600 | $ 500 | ||||
Total unrecognized compensation expense | $ 10,000 | |||||
Performance LTIP | ||||||
Noncontrolling Interest [Line Items] | ||||||
Number of unvested awards outstanding (in shares) | 548,138 |
Subsequent Events (Details)
Subsequent Events (Details) | Jul. 08, 2022 $ / shares | Jun. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares |
Subsequent Event [Line Items] | |||
Common stock, shares outstanding (in shares) | 27,731,301 | 23,613,980 | |
Class A | |||
Subsequent Event [Line Items] | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |
Common stock, shares issued (in shares) | 23,012,120 | 23,445,174 | |
Common stock, shares outstanding (in shares) | 23,012,120 | 23,445,174 | |
Cottonwood Multifamily Opportunity Fund O.P. LP | |||
Subsequent Event [Line Items] | |||
Common stock, shares issued (in shares) | 5,001,000 | ||
Common stock, shares outstanding (in shares) | 5,001,000 | ||
Subsequent Event | Cottonwood Multifamily Opportunity Fund O.P. LP | |||
Subsequent Event [Line Items] | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||
Share conversion ratio | 0.8669 | ||
Subsequent Event | Cottonwood Multifamily Opportunity Fund O.P. LP | Class A | |||
Subsequent Event [Line Items] | |||
Share conversion ratio | 0.8669 |