Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 08, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
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 | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class T | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,903,684 | |
Class D | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 209,429 | |
Class I | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,462,772 | |
Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 24,545,028 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Real estate assets, net | $ 1,599,376 | $ 1,697,607 |
Investments in unconsolidated real estate entities | 185,905 | 133,207 |
Investment in real-estate related loan, net | 1,982 | 0 |
Cash and cash equivalents | 81,459 | 63,173 |
Restricted cash | 22,665 | 32,351 |
Other assets | 34,749 | 29,299 |
Total assets | 1,926,136 | 1,955,637 |
Liabilities | ||
Mortgage notes and revolving credit facility, net | 1,010,942 | 1,000,137 |
Construction loans, net | 71,790 | 95,327 |
Preferred stock, net | 178,699 | 121,390 |
Unsecured promissory notes, net | 42,433 | 42,953 |
Performance participation allocation due to affiliate | 0 | 20,320 |
Accounts payable, accrued expenses and other liabilities | 68,638 | 65,611 |
Total liabilities | 1,372,502 | 1,345,738 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity | ||
Additional paid-in capital | 406,900 | 414,140 |
Accumulated distributions | (50,393) | (38,049) |
Accumulated deficit | (87,750) | (71,513) |
Total stockholders' equity | 269,095 | 304,932 |
Noncontrolling interests | ||
Limited partners | 252,226 | 272,536 |
Partially owned entities | 32,313 | 32,431 |
Total noncontrolling interests | 284,539 | 304,967 |
Total equity and noncontrolling interests | 553,634 | 609,899 |
Total liabilities, equity and noncontrolling interests | $ 1,926,136 | $ 1,955,637 |
Other Liability, Related Party, Type [Extensible Enumeration] | Affiliated Entity | Affiliated Entity |
Class T | ||
Stockholders' equity | ||
Common stock | $ 52 | $ 48 |
Class D | ||
Stockholders' equity | ||
Common stock | 2 | 1 |
Class I | ||
Stockholders' equity | ||
Common stock | 43 | 39 |
Class A | ||
Stockholders' equity | ||
Common stock | $ 241 | $ 266 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Common stock, shares outstanding (in shares) | 34,456,316 | 35,345,708 |
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) | 5,160,350 | 4,815,122 |
Common stock, shares outstanding (in shares) | 5,160,350 | 4,815,122 |
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) | 194,788 | 64,673 |
Common stock, shares outstanding (in shares) | 194,788 | 64,673 |
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) | 4,323,063 | 3,861,049 |
Common stock, shares outstanding (in shares) | 4,323,063 | 3,861,049 |
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) | 24,778,115 | 26,604,864 |
Common stock, shares outstanding (in shares) | 24,778,115 | 26,604,864 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues | ||||
Rental and other property revenues | $ 34,888 | $ 28,603 | $ 70,469 | $ 55,423 |
Property management revenues | 2,505 | 2,703 | 5,611 | 5,826 |
Other revenues | 419 | 634 | 422 | 1,249 |
Total revenues | 37,812 | 31,940 | 76,502 | 62,498 |
Operating expenses | ||||
Property operations expense | 12,884 | 10,589 | 25,993 | 20,262 |
Property management expense | 4,264 | 4,587 | 8,522 | 9,540 |
Asset management fee | 4,580 | 4,348 | 9,366 | 8,139 |
Performance participation allocation | 0 | 10,144 | 0 | 30,078 |
Depreciation and amortization | 13,578 | 11,992 | 28,990 | 23,259 |
General and administrative expenses | 2,348 | 3,352 | 5,647 | 6,575 |
Total operating expenses | 37,654 | 45,012 | 78,518 | 97,853 |
Income (loss) from operations | 158 | (13,072) | (2,016) | (35,355) |
Equity in earnings of unconsolidated real estate entities | 1,983 | 4,052 | 3,630 | 6,723 |
Interest income | 491 | 8 | 894 | 23 |
Interest expense | (17,123) | (11,617) | (34,707) | (23,285) |
Gain on sale of real estate assets | 0 | 0 | 1,031 | 0 |
Gain on sale of unconsolidated real estate entities | 0 | 7,634 | 0 | 7,634 |
Promote from incentive allocation agreement | 119 | 0 | 119 | 30,309 |
Other (expense) income | 1,294 | 290 | (123) | 1,819 |
Loss before income taxes | (13,078) | (12,705) | (31,172) | (12,132) |
Income tax benefit (expense) | 73 | (288) | 307 | (7,750) |
Net loss | (13,005) | (12,993) | (30,865) | (19,882) |
Net loss attributable to noncontrolling interests: | ||||
Limited partners | 6,314 | 6,752 | 14,711 | 10,580 |
Partially owned entities | (127) | 398 | (83) | 453 |
Net loss attributable to common stockholders, basic | (6,818) | (5,843) | (16,237) | (8,849) |
Net loss attributable to common stockholders, diluted | $ (6,818) | $ (5,843) | $ (16,237) | $ (8,849) |
Weighted-average common shares outstanding - basic (in shares) | 35,002,140 | 27,156,490 | 35,300,655 | 25,912,200 |
Weighted-average common shares outstanding - diluted (in shares) | 35,002,140 | 27,156,490 | 35,300,655 | 25,912,200 |
Net loss per common share - basic (in dollars per share) | $ (0.19) | $ (0.22) | $ (0.46) | $ (0.34) |
Net loss per common share - diluted (in dollars per share) | $ (0.19) | $ (0.22) | $ (0.46) | $ (0.34) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Total Stockholders' Equity | 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 TX | Additional Paid-In Capital | Accumulated Distributions | Accumulated Deficit | Noncontrolling interests Limited Partners | Noncontrolling interests Partially Owned Entities | Noncontrolling interests OP Units Limited Partners |
Stockholders' equity, beginning balance at Dec. 31, 2021 | $ 540,669 | $ 202,920 | $ 0 | $ 0 | $ 2 | $ 234 | $ 0 | $ 275,821 | $ (17,273) | $ (55,864) | $ 267,472 | $ 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 | 0 | 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) | ||||||||
Reallocation of stockholders' equity and noncontrolling interests | 0 | (8,008) | (8,008) | 8,008 | |||||||||
Stockholders' equity, ending balance at Mar. 31, 2022 | 548,503 | 214,921 | 14 | 0 | 6 | 232 | 0 | 295,125 | (21,587) | (58,869) | 266,771 | 66,811 | |
Stockholders' equity, beginning balance at Dec. 31, 2021 | 540,669 | 202,920 | 0 | 0 | 2 | 234 | 0 | 275,821 | (17,273) | (55,864) | 267,472 | 70,277 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (19,882) | ||||||||||||
Stockholders' equity, ending balance at Jun. 30, 2022 | 585,196 | 236,228 | 29 | 0 | 18 | 230 | 0 | 327,015 | (26,352) | (64,712) | 267,233 | 81,735 | |
Stockholders' equity, beginning balance at Mar. 31, 2022 | 548,503 | 214,921 | 14 | 0 | 6 | 232 | 0 | 295,125 | (21,587) | (58,869) | 266,771 | 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 | 15,234 | (210) | 15,444 | ||||||||||
Share-based compensation | 941 | 0 | 941 | ||||||||||
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) | ||||||||
Reallocation of stockholders' equity and noncontrolling interests | 0 | (12,486) | (12,486) | 12,486 | |||||||||
Stockholders' equity, ending balance at Jun. 30, 2022 | 585,196 | 236,228 | 29 | 0 | 18 | 230 | 0 | 327,015 | (26,352) | (64,712) | 267,233 | 81,735 | |
Stockholders' equity, beginning balance at Dec. 31, 2022 | 609,899 | 304,932 | 48 | 1 | 39 | 266 | 0 | 414,140 | (38,049) | (71,513) | 272,536 | 32,431 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of common stock | 13,407 | 13,407 | 3 | 1 | 2 | 13,401 | |||||||
Offering costs | (1,188) | (1,188) | (1,188) | ||||||||||
Distribution reinvestment | 696 | 696 | 696 | ||||||||||
Common stock/OP Units repurchased | (19,626) | (18,977) | (1) | (9) | (18,967) | (649) | |||||||
Exchanges and transfers | 0 | 1,971 | 1 | 1,970 | $ (1,971) | ||||||||
OP Units issued for real estate interests | 19,829 | 19,829 | |||||||||||
Share-based compensation | 1,160 | 55 | 55 | 1,105 | |||||||||
Distributions to investors | (6,230) | (6,230) | |||||||||||
Distributions to investors | (12,113) | (5,757) | (126) | ||||||||||
Net loss | (17,860) | (9,419) | (9,419) | (8,397) | (44) | ||||||||
Reallocation of stockholders' equity and noncontrolling interests | 0 | 7,150 | 7,150 | (7,150) | |||||||||
Stockholders' equity, ending balance at Mar. 31, 2023 | 594,204 | 292,397 | 51 | 2 | 41 | 257 | 0 | 417,257 | (44,279) | (80,932) | 269,546 | 32,261 | |
Stockholders' equity, beginning balance at Dec. 31, 2022 | 609,899 | 304,932 | 48 | 1 | 39 | 266 | 0 | 414,140 | (38,049) | (71,513) | 272,536 | 32,431 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (30,865) | ||||||||||||
Stockholders' equity, ending balance at Jun. 30, 2023 | 553,634 | 269,095 | 52 | 2 | 43 | 241 | 0 | 406,900 | (50,393) | (87,750) | 252,226 | 32,313 | |
Stockholders' equity, beginning balance at Mar. 31, 2023 | 594,204 | 292,397 | 51 | 2 | 41 | 257 | 0 | 417,257 | (44,279) | (80,932) | 269,546 | 32,261 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of common stock | 7,222 | 7,222 | 2 | 2 | 7,218 | ||||||||
Offering costs | (794) | (794) | (794) | ||||||||||
Distribution reinvestment | 709 | 709 | 709 | ||||||||||
Common stock/OP Units repurchased | (23,230) | (22,705) | (1) | (2) | (16) | (22,686) | (525) | ||||||
Exchanges and transfers | 0 | 4,052 | 2 | 4,050 | $ (4,052) | ||||||||
Share-based compensation | 568 | 60 | 60 | 508 | |||||||||
Distributions to investors | (6,114) | (6,114) | |||||||||||
Distributions to investors | (12,040) | (5,851) | (75) | ||||||||||
Net loss | (13,005) | (6,818) | (6,818) | (6,314) | 127 | ||||||||
Reallocation of stockholders' equity and noncontrolling interests | 0 | 1,086 | 1,086 | (1,086) | |||||||||
Stockholders' equity, ending balance at Jun. 30, 2023 | $ 553,634 | $ 269,095 | $ 52 | $ 2 | $ 43 | $ 241 | $ 0 | $ 406,900 | $ (50,393) | $ (87,750) | $ 252,226 | $ 32,313 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (30,865) | $ (19,882) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 28,990 | 23,259 |
Gain on sale of real estate assets | (1,031) | 0 |
Gain on sale of unconsolidated real estate entities | 0 | (7,634) |
Share-based compensation | 1,728 | 1,596 |
Other operating | 3,997 | 3,495 |
Equity in earnings of unconsolidated real estate entities | (3,630) | (6,723) |
Distributions from unconsolidated real estate entities - return on capital | 2,439 | 6,423 |
Changes in operating assets and liabilities: | ||
Other assets | (8,488) | (3,498) |
Performance participation allocation | 0 | 30,078 |
Performance participation allocation payment | (20,320) | (51,761) |
Accounts payable, accrued expenses and other liabilities | 3,665 | 14,378 |
Net cash used in operating activities | (23,515) | (10,269) |
Cash flows from investing activities: | ||
Acquisitions of real estate, net of cash acquired | 0 | (93,985) |
Capital expenditures and development activities | (21,514) | (31,341) |
Investments in unconsolidated real estate entities | (7,968) | (197) |
Proceeds from sale of investments in unconsolidated real estate entities | 0 | 28,734 |
Distributions from unconsolidated real estate entities - return of capital | 18,106 | 38,769 |
Proceeds from sale of real estate assets, net | 4,656 | 0 |
Contributions to investment in real-estate related loan | (2,000) | 0 |
Net cash used in investing activities | (8,720) | (58,020) |
Cash flows from financing activities: | ||
Principal payments on mortgage notes | (662) | (793) |
Borrowings from revolving credit facility | 45,500 | 138,000 |
Repayments on revolving credit facility | (50,000) | (98,000) |
Borrowings under mortgage notes | 265,513 | 464,372 |
Repayments of mortgage notes | (199,578) | (231,177) |
Deferred financing costs on mortgage notes and term loans | (3,395) | (4,931) |
Borrowings from construction loans | 13,463 | 22,915 |
Repayments of construction loans | (37,000) | (59,660) |
Proceeds from issuance of preferred stock | 62,860 | 15,472 |
Redemption of preferred stock | (1,518) | (142,616) |
Offering costs paid on issuance of preferred stock | (7,036) | (1,708) |
Repurchase of unsecured promissory notes | (500) | (96) |
Proceeds from issuance of common stock | 22,037 | 87,600 |
Repurchase of common stock/OP Units | (42,857) | (9,432) |
Offering costs paid on issuance of common stock | (1,840) | (4,109) |
Contributions from noncontrolling interests | 0 | 11,758 |
Distributions to common stockholders | (12,396) | (8,774) |
Distributions to noncontrolling interests - limited partners | (11,555) | (11,018) |
Distributions to noncontrolling interests - partially owned entities | (201) | (4,195) |
Net cash provided by financing activities | 40,835 | 163,608 |
Net increase in cash and cash equivalents and restricted cash | 8,600 | 95,319 |
Cash and cash equivalents and restricted cash, beginning of period | 95,524 | 45,390 |
Cash and cash equivalents and restricted cash, end of period | 104,124 | 140,709 |
Reconciliation of cash and cash equivalents and restricted cash to the condensed consolidated balance sheets: | ||
Cash and cash equivalents | 81,459 | 72,640 |
Restricted cash | 22,665 | 68,069 |
Total cash and cash equivalents and restricted cash | 104,124 | 140,709 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Increase in accrued deferred offering costs | 143 | 3,061 |
Value of OP Units issued for additional investment in unconsolidated real estate entity | $ 19,829 | $ 0 |
Organization and Business
Organization and Business | 6 Months Ended |
Jun. 30, 2023 | |
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 own all of our assets through our operating partnership, Cottonwood Residential O.P., LP (“CROP”), and its subsidiaries. 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 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. In November 2021, 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, 2023, we have raised gross proceeds of $195.6 million from the Follow-on Offering, including $3.9 million proceeds from the DRP Offering. In November 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 “2019 Private Offering”). The 2019 Private Offering was fully subscribed in March 2022, having received gross proceeds of $127.0 million. In December 2022, we commenced a second private placement offering exempt from registration under the Securities Act pursuant to which we are offering a maximum of $100.0 million in shares of our Series 2023 Preferred Stock to accredited investors at a purchase price of $10.00 per share (the "2023 Private Offering" and together with the 2019 Private Offering, the “Private Offerings”). As of June 30, 2023, we have raised gross proceeds of $62.9 million from the 2023 Private Offering. 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, 2023, our portfolio consists of ownership interests or structured investment interests in 35 multifamily apartment communities with a total of 10,000 units, including 1,473 units in five multifamily apartment communities in which we have a structured investment interest and another 504 units in two multifamily apartment communities under construction. In addition, we have an ownership interest in five land sites we plan to develop. Cottonwood Multifamily Opportunity Fund, Inc. Merger On July 8, 2022, we entered into an agreement and plan of merger with Cottonwood Multifamily Opportunity Fund, Inc. (“CMOF”) and its operating partnership (the “CMOF OP”) to merge CMOF with and into our wholly owned subsidiary and the CMOF OP with and into CROP through the exchange of stock-for-stock and units-for-units (the “CMOF Merger”). The CMOF Merger closed in September 2022. CMOF stockholders received 0.8669 shares of our Class A common stock in exchange for each share of their CMOF common stock. We issued 4,335,367 shares of Class A common stock in connection with the CMOF Merger, at an aggregate value of $89.7 million on the close date. In connection with the merger of the CMOF OP with and into CROP, the CMOF OP partnership units outstanding held by third parties were converted into CROP common units at the same ratio as the common stock. CROP was a joint venture partner with CMOF in all three of CMOF’s investments: Park Avenue (a development project), Cottonwood Broadway (a development project) and Block C (a joint venture owning land held for development in two projects called The Westerly and Millcreek North). Following the CMOF Merger, we acquired CMOF’s interest in the joint ventures, increasing our percentage ownership interest as follows: Park Avenue, 100.0%, Cottonwood Broadway, 100.0% and Block C, 79.0%. The three development projects acquired with the CMOF Merger were already consolidated by us. Refer to Note 3 and Note 10 for more information on Block C. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
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, 2022 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, 2022 filed with the SEC. As our comprehensive income is equivalent to net income, our accompanying condensed consolidated financial statements do not include a Statement of Other Comprehensive Income. 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 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, 2023, $18.1 million in organization and offering costs had been incurred in connection with the Follow-on Offering. Organization and offering costs in the 2019 Private Offering and 2023 Private Offering were and are paid by us. Offering costs 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 2019 Private Offering, which was fully subscribed and terminated in March 2022. We incurred $7.2 million of organization and offering costs related to the 2023 Private Offering as of June 30, 2023. Recent Accounting Pronouncements On January 1, 2023, we adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which amended the accounting for credit losses for certain financial instruments. The standard replaced the incurred loss impairment methodology with a methodology that requires consideration of a broader range of reasonable and supportable information to determine and record credit loss estimates. The adoption has not had a material impact on our condensed consolidated financial statements through June 30, 2023. Immaterial Correction to Consolidated Financial Statements There was an immaterial understatement of cash provided from financing activities related to the incorrect inclusion of accrued deferred offering costs in the financing cash outflows section of the consolidated statement of cash flows for the six months ended June 30, 2022. This non-cash error was also included in changes in accounts payable, accrued expenses, and other liabilities in the operating activity section of the consolidated statement of cash flows. The impact of this error on the consolidated statement of cash flows was an understatement of cash used in operating activities of $3.1 million and an understatement of cash provided by financing activities by the same amount. Management has considered the error and concluded it is not material. The following shows the line items as reported and as corrected for the six months ended June 30, 2022 (in thousands): As Previously Reported Adjustment As Corrected Cash flows from operating activities: Accounts payable, accrued expenses and other liabilities $ 17,439 $ (3,061) $ 14,378 Net cash used in operating activities $ (7,208) $ (3,061) $ (10,269) Cash flows from financing activities: Offering costs paid on issuance of common stock $ (7,170) $ 3,061 $ (4,109) Net cash provided by financing activities $ 160,547 $ 3,061 $ 163,608 Supplemental disclosure of non-cash investing and financing activities: Increase in accrued deferred offering costs $ — $ 3,061 $ 3,061 There was also an imbalance in the partnership equity amounts between us and our limited partners where the net equity balance did not correlate to the respective partners’ ownership percentage. Each period the ownership of CROP varies between us, as the general partner, and the limited partners of CROP. This happens for variety of reasons, including the issuance of common stock at NAV, the redemption of common stock (often at a discount to NAV), the exchange or transfer of OP Units, the issuance of LTIP Units, and the issuance of common stock or OP Units to facilitate mergers and acquisitions. Transactions that change our ownership interest in CROP are accounted for as equity transactions if we retain our controlling financial interest in CROP and no gain or loss is recognized in net income. Accordingly, the net equity balance in CROP should be adjusted to reflect the changes in ownership of the operating partnership between us and the limited partners. These adjustments are based on their respective ownership at the end of each period and reflected as a reallocation between additional paid-in capital and noncontrolling interest - limited partners within our equity section on our Consolidated Balance Sheets and Consolidated Statements of Stockholders’ Equity. These immaterial reallocations have no impact on our net income, cash flows or the value of our OP Units. The following table summarizes the effects of these reallocations (in thousands): As Previously Reported Adjustment As Corrected As of January 1, 2022 Additional paid-in capital $ 252,035 $ 23,786 $ 275,821 Noncontrolling interests - limited partners $ 291,258 $ (23,786) $ 267,472 As of March 31, 2022 Additional paid-in capital $ 279,347 $ 15,778 $ 295,125 Noncontrolling interests - limited partners $ 282,549 $ (15,778) $ 266,771 As of June 30, 2022 Additional paid-in capital $ 323,723 $ 3,292 $ 327,015 Noncontrolling interests - limited partners $ 270,525 $ (3,292) $ 267,233 As of December 31, 2022 Additional paid-in capital $ 427,997 $ (13,857) $ 414,140 Noncontrolling interests - limited partners $ 258,679 $ 13,857 $ 272,536 As of March 31, 2023 Additional paid-in capital $ 423,964 $ (6,707) $ 417,257 Noncontrolling interests - limited partners $ 262,839 $ 6,707 $ 269,546 |
Real Estate Assets, Net
Real Estate Assets, Net | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 December 31, 2022 Land $ 255,633 $ 267,876 Buildings and improvements 1,337,064 1,348,019 Furniture, fixtures and equipment 56,203 54,067 Intangible assets 38,421 40,692 Construction in progress (1) 54,481 106,223 1,741,802 1,816,877 Less: Accumulated depreciation and amortization (142,426) (119,270) Real estate assets, net $ 1,599,376 $ 1,697,607 (1) Includes construction in progress for our development projects and capitalized costs for improvements not yet placed in service at our stabilized properties. Cottonwood Lighthouse Point Transaction On February 14, 2023, we sold tenant-in-common interests in Cottonwood Lighthouse Point to certain unaffiliated third parties for $13.6 million, reducing our ownership from 100% to 86.8%. As a result of this transaction, Cottonwood Lighthouse Point was deconsolidated on February 14, 2023 and our remaining ownership in Lighthouse Point is recorded as an investment in unconsolidated real estate. Refer to Note 4 . We recorded a gain on sale of $1.0 million related to this transaction. Asset Acquisitions There were no asset acquisitions during the six months ended June 30, 2023. The following table summarizes the purchase price allocation of the real estate assets acquired or consolidated during the year ended December 31, 2022 (in thousands): Allocated Amounts Property Location Date Consolidated Building Land Land Improvements Personal Property Lease Intangibles Debt Mark to Market Total Cottonwood Lighthouse Point Pompano Beach, FL 6/22/22 $ 76,322 $ 13,647 $ 1,843 $ 2,011 $ 1,783 $ — $ 95,606 Cottonwood Ridgeview Plano, TX 9/19/22 54,337 9,275 2,548 835 1,603 1,504 70,102 Cottonwood Clermont Clermont, FL 9/21/22 67,400 5,705 5,744 1,817 1,792 3,428 85,886 $ 198,059 $ 28,627 $ 10,135 $ 4,663 $ 5,178 $ 4,932 $ 251,594 The acquisition of Cottonwood Lighthouse Point in June 2022 was funded with debt of $48.0 million and available cash. See also the “Cottonwood Lighthouse Point Transaction” discussion above and Note 4 for further information. Cottonwood Ridgeview was consolidated when we issued 141,543 operating partnership units in CROP (“OP Units) to acquire the remaining 9.5% tenant-in-common interests in the property in September 2022. The value of the OP Units was $2.9 million on the close date based on the net asset value of OP Units as of August 31, 2022. Cottonwood Ridgeview was previously accounted for as an equity method investment. The acquisition of Cottonwood Clermont in September 2022 was funded through an assumed loan of $35.5 million and available cash, including Section 1031 exchange proceeds from the sale of 3800 Main. In asset acquisitions, assets and liabilities are recorded at relative fair value. The weighted-average amortization period for the intangible lease assets acquired in connection with these acquisitions is 0.5 years. Galleria Land Purchase On September 20, 2022, we acquired 26 acres of land for future development in Murray, Utah for $28.5 million. Block C On June 28, 2022, Block C, an early-stage development joint venture with CMOF, was recapitalized. Block C originally owned land for the development of two projects called The Westerly and Millcreek North. 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 in June 2022 and consolidated the joint venture, which had previously been recorded as an equity method investment. On September 27, 2022, we acquired CMOF’s interest in Block C as a result of the CMOF Merger. In April 2023, we merged another consolidated development project called The Archer into Block C. Interests in Block C not held by us are recorded as noncontrolling interest. The joint venture consists primarily of cash, land held for development, initial capitalized costs, and payables. Refer to Note 1 and Note 10 for further information on Block C. CMOF Merger The acquisition of an additional ownership interest of a consolidated entity is accounted for as an equity transaction. We acquired additional interests in three development projects with the CMOF Merger. These projects were already consolidated by us. Accordingly, noncontrolling interest was reduced by the carrying amount attributable to CMOF’s ownership in the three development projects and the difference between the carrying amount of the noncontrolling interest and the consideration paid was recorded as an adjustment to our equity through additional paid-in capital as follows (in thousands, except share and per share data): 2022 Consideration CMOF Merger Common stock issued and outstanding 5,001,000 Exchange ratio 0.8669 CCI common stock issued as consideration 4,335,367 Per share value of CCI Common Stock $ 20.7007 Fair value of CCI Common Stock issued $ 89,745 Fair value of OP Units issued 8,273 Settlement of CMOF related party notes and interest 1,327 Settlement of net other liabilities of CMOF 142 Total consideration $ 99,487 2022 Change in equity CMOF Merger Carrying amount of noncontrolling interest $ 49,178 Total consideration 99,487 Additional paid in capital adjustment $ (50,309) Fair value of CCI Common Stock issued $ 89,745 Additional paid in capital adjustment (50,309) Total change in equity $ 39,436 |
Investments in Unconsolidated R
Investments in Unconsolidated Real Estate Entities | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 and December 31, 2022 (in thousands): Balance at Property / Development Location % Owned June 30, 2023 December 31, 2022 Stabilized Assets Alpha Mill (1) (2) Charlotte, NC 73.7% (2) $ 30,138 $ 10,470 Cottonwood Bayview (1) St. Petersburg, FL 71.0% 12,701 30,792 Cottonwood Lighthouse Point (1) (3) Pompano Beach, FL 86.8% (3) 40,744 — Fox Point (1) Salt Lake City, UT 52.8% 14,236 14,794 Toscana at Valley Ridge (1) Lewisville, TX 58.6% 7,164 9,382 Melrose Phase II (1) Nashville, TN 79.8% 5,697 6,185 Preferred Equity Investments Lector85 Ybor City, FL 10,668 10,006 Astoria West (formerly Vernon) Queens, NY 21,929 20,567 801 Riverfront West Sacramento, CA 21,944 20,259 417 Callowhill Philadelphia, PA 20,123 9,949 Other 561 803 Total $ 185,905 $ 133,207 (1) We account for our tenant-in-common interests in these properties as equity method investments. (2) On March 31, 2023, we issued 1,063,293 CROP Units for an additional 45.4% tenant-in-common interests in Alpha Mill, increasing our ownership to 73.7%. The value of the CROP Units on the close date was $19.8 million based on the net asset value of CROP Units as of February 28, 2023. All of the tenant-in-common interests were purchased at the same price. One of the sellers was a related party. (3) On February 14, 2023, we sold 13.2% of our ownership interest in Cottonwood Lighthouse Point for $13.6 million and we recorded a gain on sale of $1.0 million related to the transaction, which reduced our remaining ownership in Cottonwood Lighthouse Point to 86.8%. As a result of this transaction, Cottonwood Lighthouse Point was deconsolidated and is recorded as an investment in unconsolidated real estate from February 14, 2023. Equity in earnings (losses) for our stabilized assets for the three months ended June 30, 2023 and 2022 were $(1.1) million and $2.3 million, respectively. Equity in earnings (losses) for our stabilized assets for the six months ended June 30, 2023 and 2022 were $(2.4) million and $3.3 million, respectively. During February 2023, we received $16.9 million and $1.2 million in distributions as a return of capital from debt refinances at Cottonwood Bayview and Toscana at Valley Ridge, 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 method. Equity in earnings for our preferred equity investments for the three months ended June 30, 2023 and 2022 were $3.1 million and $1.8 million, respectively. Equity in earnings for our preferred equity investments for the six months ended June 30, 2023 and 2022 were $6.0 million and $3.4 million, respectively. During the six months ended June 30, 2023, we funded $7.9 million toward the 417 Callowhill preferred equity investment. As of June 30, 2023, we have funded $16.7 million in total towards the 417 Callowhill preferred equity investment and had a remaining commitment of $16.7 million. As of June 30, 2023, we had fully funded our commitments on the Lector85, Astoria West and 801 Riverfront preferred equity investments. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Mortgage Notes and Revolving Credit Facility The following table is a summary of the mortgage notes and revolving credit facility secured by our properties as of June 30, 2023 and December 31, 2022 ($ in thousands): Principal Balance Outstanding Indebtedness Weighted-Average Interest Rate Weighted-Average Remaining Term (1) June 30, 2023 December 31, 2022 Fixed rate loans Fixed rate mortgages 4.40% 5.2 Years $ 829,004 $ 528,308 Total fixed rate loans 829,004 528,308 Variable rate loans (2) Floating rate mortgages 5.47% (3) 7.5 Years 142,744 426,130 Variable rate revolving credit facility (4) 6.79% 1.7 Years 49,500 54,000 Total variable rate loans 192,244 480,130 Total secured loans 1,021,248 1,008,438 Unamortized debt issuance costs (6,782) (4,878) Premium on assumed debt, net (3,524) (3,423) Mortgage notes and revolving credit facility, net $ 1,010,942 $ 1,000,137 (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. For our variable rate loans based on LIBOR as of June 30, 2023, the fallback base rate from July 1, 2023 onward is 30-Day Average SOFR. (3) Includes the impact of interest rate caps in effect on June 30, 2023. (4) 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. At June 30, 2023, the amount on our variable rate revolving credit facility was capped at $115.9 million primarily due to the current interest rate environment. We are in compliance with all covenants associated with our mortgage notes and revolving credit facility as of June 30, 2023. Construction Loans Information on our construction loans are as follows ($ in thousands): Development Interest Rate Final Expiration Date Loan Amount Amount Drawn at June 30, 2023 Amount Drawn at December 31, 2022 Park Avenue (1) (1) (1) $ — $ 37,000 Cottonwood Broadway One-Month USD BSBY (2) + 2.9% May 15, 2025 44,625 41,555 39,728 Cottonwood Highland One-Month USD SOFR + 2.55% May 1, 2029 44,250 30,235 18,599 $ 88,875 $ 71,790 $ 95,327 (1) The Park Avenue construction loan was refinanced in March 2023 with a $43.5 million fixed rate mortgage which matures in 2028 and is included in mortgage notes above. (2) BSBY refers to the Bloomberg Short-Term Bank Yield Index. Unsecured Promissory Notes, Net CROP issued notes to foreign investors outside of the United States. These notes are unsecured and subordinate to all of CROP's debt. Each note has extension options during which the interest rate will increase 0.25% each year. Information on our unsecured promissory notes are as follows ($ in thousands): Offering Size Interest Rate Maturity Date Maximum Extension Date June 30, 2023 December 31, 2022 2017 6% Notes (1) $ 35,000 6.25% December 31, 2023 December 31, 2024 $ 20,558 $ 20,718 2019 6% Notes 25,000 6.00% December 31, 2023 December 31, 2025 21,875 22,235 $ 60,000 $ 42,433 $ 42,953 (1) We exercised the option to extend the maturity date on our 2017 6% Notes for one additional year to December 31, 2023, which increased the interest rate from 6.00% to 6.25% for the period from January 1, 2023 to December 31, 2023. The aggregate maturities, including amortizing principal payments on our debt for years subsequent to June 30, 2023 are as follows (in thousands): Year Mortgage Notes and Revolving Credit Facility Construction Loans Unsecured Total 2023 (1) $ 488 $ — $ 42,433 $ 42,921 2024 (2) 50,508 41,555 — 92,063 2025 1,961 — — 1,961 2026 127,461 — — 127,461 2027 367,378 — — 367,378 Thereafter 473,452 30,235 — 503,687 $ 1,021,248 $ 71,790 $ 42,433 $ 1,135,471 (1) Of the amounts maturing in 2023, $20.6 million relates to our 2017 6% Unsecured Promissory Notes which can be extended to December 31, 2024, and $21.9 million relates to our 2019 6% Unsecured Promissory Notes which can be extended for two one (2) Of the amounts maturing in 2024, $49.5 million relates to our variable rate revolving credit facility, which can be extended to March 19, 2025, subject to the satisfaction of certain conditions, and $41.6 million relates to the construction loan for Cottonwood Broadway, which can be extended to May 15, 2025 if we exercise the option to convert the construction loan to a Mini Perm Loan, subject to the satisfaction of certain conditions. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 and December 31, 2022, 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, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Financial Asset: Investments in real-estate related loans $ 1,982 $ 2,000 $ — $ — Financial Liability: Fixed rate mortgages $ 829,004 $ 809,400 $ 528,308 $ 509,134 Floating rate mortgages $ 142,744 $ 140,879 $ 426,130 $ 421,189 Variable rate revolving credit facility $ 49,500 $ 49,500 $ 54,000 $ 54,000 Construction loans $ 71,790 $ 71,790 $ 95,327 $ 95,327 Series 2019 Preferred Stock $ 125,480 $ 125,480 $ 127,065 $ 127,065 Series 2023 Preferred Stock $ 62,860 $ 62,860 $ — $ — Unsecured promissory notes $ 42,433 $ 42,433 $ 42,953 $ 42,953 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 2 in the fair value hierarchy. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Preferred Stock | Preferred Stock We have two classes of preferred stock outstanding as of June 30, 2023, Series 2019 and Series 2023, that are accounted for as liabilities as they are mandatorily redeemable. Information on our preferred stock as of June 30, 2023 and December 31, 2022 is as follows: Shares Outstanding at Dividend Rate Extension Dividend Rate Redemption Date Maximum Extension Date June 30, 2023 December 31, 2022 Series 2019 Preferred Stock 5.5% 6.0% December 31, 2023 December 31, 2025 12,547,989 12,706,485 Series 2023 Preferred Stock 6.0% 6.5% (1) June 30, 2027 June 30, 2029 6,286,013 — (1) Represents the fully extended dividend rate. During the first-year extension, the dividend rate is 6.25%. The 2023 Private Offering commenced in December 2022, with our first shares issued in early 2023. During the six months ended June 30, 2023, we issued $62.9 million of Series 2023 Preferred Stock. We issued the remaining $15.5 million of Series 2019 Preferred Stock in the first quarter of 2022, whereupon the Series 2019 Offering was fully subscribed and terminated in March 2022. During the six months ended June 30, 2023, we incurred $0.9 million in dividends on our Series 2023 Preferred Stock. During both the six months ended June 30, 2023 and 2022, we incurred $3.4 million in dividends on our Series 2019 Preferred Stock. During 2022, we incurred $2.9 million in dividends on our Series 2016 Preferred Stock prior to their full redemption in April 2022 and we incurred an insignificant amount in dividends on our Series 2017 Preferred Stock prior to their full redemption at the end of January 2022. No shares of our Series 2023 Preferred Stock were repurchased during the six months ended June 30, 2023. During the six months ended June 30, 2023 and 2022, we repurchased 158,496 shares of Series 2019 Preferred Stock for $1.5 million and 4,000 shares of Series 2019 Preferred Stock for $40,000, respectively. We fully redeemed our Series 2017 Preferred Stock at the end of January 2022 for $2.6 million and we fully redeemed our Series 2016 Preferred Stock in April 2022 for $139.8 million. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 Class T Class D Class I Class A Total December 31, 2022 4,815,122 64,673 3,861,049 26,604,864 35,345,708 Issuance of common stock 492,257 129,705 440,904 — 1,062,866 Distribution reinvestment 16,607 411 13,214 43,021 73,252 Exchanges and transfers (1) (725) — 319,755 — 319,030 Repurchases of common stock (162,911) — (311,859) (1,869,770) (2,344,540) June 30, 2023 5,160,350 194,788 4,323,063 24,778,115 34,456,316 (1) Exchanges represent the number of shares OP Unit holders have exchanged for Class I shares during the period. Transfers represent Class T shares that were converted to Class I shares during the period. 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, 2023, we paid aggregate distributions of $13.8 million, including $12.4 million distributions paid in cash and $1.4 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, 2023 $ 0.06083333 $ 0.73 February 28, 2023 $ 0.06083333 $ 0.73 March 31, 2023 $ 0.06083333 $ 0.73 April 30, 2023 $ 0.06083333 $ 0.73 May 31, 2023 $ 0.06083333 $ 0.73 June 30, 2023 $ 0.06083333 $ 0.73 Repurchases During the six months ended June 30, 2023, we repurchased 2,344,540 shares of common stock pursuant to our share repurchase program for $41.7 million, at an average repurchase price of $17.78. We had no unfulfilled repurchase requests during the six months ended June 30, 2023. |
Promote from Incentive Allocati
Promote from Incentive Allocation Agreement | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Promote from Incentive Allocation Agreement | Promote from Incentive Allocation AgreementIn 2018, CROP sold a portfolio of 12 properties to an unrelated real estate firm, retaining management of the portfolio on behalf of the real estate firm. Under the sales arrangement, CROP entered into an incentive allocation agreement that entitled CROP to participate in distributions from the portfolio should returns exceed certain amounts. During the first quarter of 2022, the real estate firm sold this portfolio of properties. Our TRS realized a promote distribution of $30.7 million from the sale. As a result of the sale, we no longer manage this portfolio. |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions Advisor Compensation CC Advisors III manages our business as our external advisor and, under the terms of our advisory agreement, performs certain services for us, including the identification, evaluation, negotiation, origination, acquisition and disposition of investments; and the management of our business. These activities are all subject to oversight by our board of directors. Our advisor is entitled to receive fees and compensation for services provided as mentioned below. Asset Management Fee. Under the amended and restated advisory agreement entered May 7, 2021 and renewed through May 7, 2024, 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. Asset management fees to our advisor for the three months ended June 30, 2023 and 2022 were $4.6 million and $4.3 million, respectively. Asset management fees to our advisor for the six months ended June 30, 2023 and 2022 were $9.4 million and $8.1 million, respectively. Acquisition Expense Reimbursement. We will reimburse our advisor for out-of-pocket expenses in connection with the selection, evaluation, structuring, acquisition, financing and development of investments, whether or not such investments are acquired, and make payments to third parties or possibly certain of our advisor’s affiliates in connection with providing services to us. Performance Participation Allocation. In addition to the fees paid to our advisor for services provided pursuant to our advisory agreement, 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. The performance participation allocation is an incentive fee indirectly paid to our advisor and receipt of the allocation is subject to the ongoing effectiveness of the advisory agreement. As the performance participation allocation is associated with the performance of a service by the advisor, it is expensed in our condensed consolidated statements of operations. Total return is defined as all distributions accrued or paid (without duplication) on Participating Partnership units (all units in CROP with the exception of preferred units and the Special Limited Partner Interest) plus the change in the aggregate net asset value of such Participating Partnership units. 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 performance participation allocation 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. Due to the decrease in net asset value, no performance participation allocation was incurred during the three or six months ended June 30, 2023. In March 2023, the $20.3 million performance participation allocation incurred as a result of the increase in the value of our net assets and dividends paid to stockholders during the year ended December 31, 2022 was paid in cash. Block C We, through our indirect subsidiaries, have a joint venture investment in Block C for the purpose of developing three multifamily development projects near Salt Lake City, Utah: The Westerly, Millcreek North and The Archer. As of June 30, 2023, entities affiliated with us and our advisor (the “Affiliated Members”) have made aggregate contributions of $10.9 million towards the joint venture. 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. The Affiliated Members participate in the economics of Block C on the same terms and conditions as us. The development projects 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. As of June 30, 2023, our ownership in the Block C joint venture was 82.2%. |
Noncontrolling Interests
Noncontrolling Interests | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 and 2022, we paid aggregate distributions to noncontrolling OP Unit holders of $11.6 million and $11.0 million, respectively. LTIP Units - As of June 30, 2023, there were 602,895 unvested time LTIP awards and 597,105 unvested performance LTIP awards outstanding. LTIP Unit award share-based compensation, included within share-based compensation in the condensed consolidated statement of stockholders’ equity, was $1.6 million and $1.8 million for the six months ended June 30, 2023 and 2022, respectively. Total unrecognized compensation expense for LTIP Units at June 30, 2023 is $7.5 million and is expected to be recognized on a straight-line basis through December 2026. Noncontrolling Interests - Partially Owned Entities As of June 30, 2023, noncontrolling interests in consolidated entities not wholly owned by us ranged from 1% to 63%, with the average being 11%. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 417 Callowhill As of June 30, 2023, we had a remaining commitment of up to $16.7 million on the 417 Callowhill preferred equity investment. 2215 Hollywood As of June 30, 2023, we had a remaining commitment of $8.0 million on the 2215 Hollywood Mezzanine Loan. Litigation We are subject to a variety of legal actions in the ordinary course of our business, most of which are covered by liability insurance. While the resolution of these matters cannot be predicted with certainty, as of June 30, 2023, 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, 2023 | |
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. Melrose Phase II TIC Transaction Our investment in Melrose Phase II is recorded as an investment in unconsolidated real estate entities. On August 2, 2023, we acquired the remaining 20.2% tenant-in-common interests in Melrose Phase II for 175,077 OP Units. We now own 100% of the property. As a result of this transaction, Melrose Phase II will be consolidated from August 2, 2023 onward and recorded within real estate assets, net. The Westerly On July 12, 2023 we entered into a construction loan agreement with Regions Bank for a 198-unit multifamily project in Millcreek, UT; construction commenced the following day and is expected to be completed in 2026. Monrovia Junior Mezzanine Loan On July 18, 2023, we entered into an agreement to provide a junior mezzanine loan for an amount of up to $20.2 million (the “Monrovia Loan”) and funded $5.1 million of our commitment. The borrower intends to use the proceeds from the Monrovia Loan, a senior mezzanine loan, additional financing and common equity for the development of Jefferson Monrovia Station, a 296-unit multifamily project located in Monrovia, CA, a north-eastern suburb of Los Angeles (the “Project”). The Monrovia Loan bears interest at an initial rate of 16.5% and is expected to be drawn upon in stages as needed throughout the construction of the Project. The maturity date is July 18, 2027 with two one-year extension options. The agreement has provisions for interest rate changes upon loan extension, receipt of temporary certificate of occupancy, and/or the achievement of a specified debt yield. Prior to maturity, the borrower is required to make monthly interest only payments with principal due at maturity. Prepayment of the Monrovia Loan is permitted in whole but not in part subject to a make-whole premium. Series 2023 Preferred Offering On August 8, 2023, the board approved an increase in the size of our Series 2023 Preferred offering from $100.0 million to $150.0 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2022 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, 2022 filed with the SEC. As our comprehensive income is equivalent to net income, our accompanying condensed consolidated financial statements do not include a Statement of Other Comprehensive Income. |
Principles of Consolidation | 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 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, 2023, $18.1 million in organization and offering costs had been incurred in connection with the Follow-on Offering. Organization and offering costs in the 2019 Private Offering and 2023 Private Offering were and are paid by us. Offering costs 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 2019 Private Offering, which was fully subscribed and terminated in March 2022. We incurred $7.2 million of organization and offering costs related to the 2023 Private Offering as of June 30, 2023. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On January 1, 2023, we adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which amended the accounting for credit losses for certain financial instruments. The standard replaced the incurred loss impairment methodology with a methodology that requires consideration of a broader range of reasonable and supportable information to determine and record credit loss estimates. The adoption has not had a material impact on our condensed consolidated financial statements through June 30, 2023. |
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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Error Corrections | The following shows the line items as reported and as corrected for the six months ended June 30, 2022 (in thousands): As Previously Reported Adjustment As Corrected Cash flows from operating activities: Accounts payable, accrued expenses and other liabilities $ 17,439 $ (3,061) $ 14,378 Net cash used in operating activities $ (7,208) $ (3,061) $ (10,269) Cash flows from financing activities: Offering costs paid on issuance of common stock $ (7,170) $ 3,061 $ (4,109) Net cash provided by financing activities $ 160,547 $ 3,061 $ 163,608 Supplemental disclosure of non-cash investing and financing activities: Increase in accrued deferred offering costs $ — $ 3,061 $ 3,061 As Previously Reported Adjustment As Corrected As of January 1, 2022 Additional paid-in capital $ 252,035 $ 23,786 $ 275,821 Noncontrolling interests - limited partners $ 291,258 $ (23,786) $ 267,472 As of March 31, 2022 Additional paid-in capital $ 279,347 $ 15,778 $ 295,125 Noncontrolling interests - limited partners $ 282,549 $ (15,778) $ 266,771 As of June 30, 2022 Additional paid-in capital $ 323,723 $ 3,292 $ 327,015 Noncontrolling interests - limited partners $ 270,525 $ (3,292) $ 267,233 As of December 31, 2022 Additional paid-in capital $ 427,997 $ (13,857) $ 414,140 Noncontrolling interests - limited partners $ 258,679 $ 13,857 $ 272,536 As of March 31, 2023 Additional paid-in capital $ 423,964 $ (6,707) $ 417,257 Noncontrolling interests - limited partners $ 262,839 $ 6,707 $ 269,546 |
Real Estate Assets, Net (Tables
Real Estate Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 December 31, 2022 Land $ 255,633 $ 267,876 Buildings and improvements 1,337,064 1,348,019 Furniture, fixtures and equipment 56,203 54,067 Intangible assets 38,421 40,692 Construction in progress (1) 54,481 106,223 1,741,802 1,816,877 Less: Accumulated depreciation and amortization (142,426) (119,270) Real estate assets, net $ 1,599,376 $ 1,697,607 (1) Includes construction in progress for our development projects and capitalized costs for improvements not yet placed in service at our stabilized properties. |
Schedule of Purchase Price Allocation | The following table summarizes the purchase price allocation of the real estate assets acquired or consolidated during the year ended December 31, 2022 (in thousands): Allocated Amounts Property Location Date Consolidated Building Land Land Improvements Personal Property Lease Intangibles Debt Mark to Market Total Cottonwood Lighthouse Point Pompano Beach, FL 6/22/22 $ 76,322 $ 13,647 $ 1,843 $ 2,011 $ 1,783 $ — $ 95,606 Cottonwood Ridgeview Plano, TX 9/19/22 54,337 9,275 2,548 835 1,603 1,504 70,102 Cottonwood Clermont Clermont, FL 9/21/22 67,400 5,705 5,744 1,817 1,792 3,428 85,886 $ 198,059 $ 28,627 $ 10,135 $ 4,663 $ 5,178 $ 4,932 $ 251,594 |
Schedule of Equity Transaction Adjustments for CMOF | The acquisition of an additional ownership interest of a consolidated entity is accounted for as an equity transaction. We acquired additional interests in three development projects with the CMOF Merger. These projects were already consolidated by us. Accordingly, noncontrolling interest was reduced by the carrying amount attributable to CMOF’s ownership in the three development projects and the difference between the carrying amount of the noncontrolling interest and the consideration paid was recorded as an adjustment to our equity through additional paid-in capital as follows (in thousands, except share and per share data): 2022 Consideration CMOF Merger Common stock issued and outstanding 5,001,000 Exchange ratio 0.8669 CCI common stock issued as consideration 4,335,367 Per share value of CCI Common Stock $ 20.7007 Fair value of CCI Common Stock issued $ 89,745 Fair value of OP Units issued 8,273 Settlement of CMOF related party notes and interest 1,327 Settlement of net other liabilities of CMOF 142 Total consideration $ 99,487 2022 Change in equity CMOF Merger Carrying amount of noncontrolling interest $ 49,178 Total consideration 99,487 Additional paid in capital adjustment $ (50,309) Fair value of CCI Common Stock issued $ 89,745 Additional paid in capital adjustment (50,309) Total change in equity $ 39,436 |
Investments in Unconsolidated_2
Investments in Unconsolidated Real Estate Entities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 and December 31, 2022 (in thousands): Balance at Property / Development Location % Owned June 30, 2023 December 31, 2022 Stabilized Assets Alpha Mill (1) (2) Charlotte, NC 73.7% (2) $ 30,138 $ 10,470 Cottonwood Bayview (1) St. Petersburg, FL 71.0% 12,701 30,792 Cottonwood Lighthouse Point (1) (3) Pompano Beach, FL 86.8% (3) 40,744 — Fox Point (1) Salt Lake City, UT 52.8% 14,236 14,794 Toscana at Valley Ridge (1) Lewisville, TX 58.6% 7,164 9,382 Melrose Phase II (1) Nashville, TN 79.8% 5,697 6,185 Preferred Equity Investments Lector85 Ybor City, FL 10,668 10,006 Astoria West (formerly Vernon) Queens, NY 21,929 20,567 801 Riverfront West Sacramento, CA 21,944 20,259 417 Callowhill Philadelphia, PA 20,123 9,949 Other 561 803 Total $ 185,905 $ 133,207 (1) We account for our tenant-in-common interests in these properties as equity method investments. (2) On March 31, 2023, we issued 1,063,293 CROP Units for an additional 45.4% tenant-in-common interests in Alpha Mill, increasing our ownership to 73.7%. The value of the CROP Units on the close date was $19.8 million based on the net asset value of CROP Units as of February 28, 2023. All of the tenant-in-common interests were purchased at the same price. One of the sellers was a related party. (3) On February 14, 2023, we sold 13.2% of our ownership interest in Cottonwood Lighthouse Point for $13.6 million and we recorded a gain on sale of $1.0 million related to the transaction, which reduced our remaining ownership in Cottonwood Lighthouse Point to 86.8%. As a result of this transaction, Cottonwood Lighthouse Point was deconsolidated and is recorded as an investment in unconsolidated real estate from February 14, 2023. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Mortgage Notes And Revolving Credit Facility | The following table is a summary of the mortgage notes and revolving credit facility secured by our properties as of June 30, 2023 and December 31, 2022 ($ in thousands): Principal Balance Outstanding Indebtedness Weighted-Average Interest Rate Weighted-Average Remaining Term (1) June 30, 2023 December 31, 2022 Fixed rate loans Fixed rate mortgages 4.40% 5.2 Years $ 829,004 $ 528,308 Total fixed rate loans 829,004 528,308 Variable rate loans (2) Floating rate mortgages 5.47% (3) 7.5 Years 142,744 426,130 Variable rate revolving credit facility (4) 6.79% 1.7 Years 49,500 54,000 Total variable rate loans 192,244 480,130 Total secured loans 1,021,248 1,008,438 Unamortized debt issuance costs (6,782) (4,878) Premium on assumed debt, net (3,524) (3,423) Mortgage notes and revolving credit facility, net $ 1,010,942 $ 1,000,137 (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. For our variable rate loans based on LIBOR as of June 30, 2023, the fallback base rate from July 1, 2023 onward is 30-Day Average SOFR. (3) Includes the impact of interest rate caps in effect on June 30, 2023. (4) 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. At June 30, 2023, the amount on our variable rate revolving credit facility was capped at $115.9 million primarily due to the current interest rate environment. |
Schedule of Construction Loans | Information on our construction loans are as follows ($ in thousands): Development Interest Rate Final Expiration Date Loan Amount Amount Drawn at June 30, 2023 Amount Drawn at December 31, 2022 Park Avenue (1) (1) (1) $ — $ 37,000 Cottonwood Broadway One-Month USD BSBY (2) + 2.9% May 15, 2025 44,625 41,555 39,728 Cottonwood Highland One-Month USD SOFR + 2.55% May 1, 2029 44,250 30,235 18,599 $ 88,875 $ 71,790 $ 95,327 (1) The Park Avenue construction loan was refinanced in March 2023 with a $43.5 million fixed rate mortgage which matures in 2028 and is included in mortgage notes above. (2) BSBY refers to the Bloomberg Short-Term Bank Yield Index. |
Schedule of Unsecured Promissory Notes | Information on our unsecured promissory notes are as follows ($ in thousands): Offering Size Interest Rate Maturity Date Maximum Extension Date June 30, 2023 December 31, 2022 2017 6% Notes (1) $ 35,000 6.25% December 31, 2023 December 31, 2024 $ 20,558 $ 20,718 2019 6% Notes 25,000 6.00% December 31, 2023 December 31, 2025 21,875 22,235 $ 60,000 $ 42,433 $ 42,953 (1) We exercised the option to extend the maturity date on our 2017 6% Notes for one additional year to December 31, 2023, which increased the interest rate from 6.00% to 6.25% for the period from January 1, 2023 to December 31, 2023. |
Schedule of Amortizing Principal Payments | The aggregate maturities, including amortizing principal payments on our debt for years subsequent to June 30, 2023 are as follows (in thousands): Year Mortgage Notes and Revolving Credit Facility Construction Loans Unsecured Total 2023 (1) $ 488 $ — $ 42,433 $ 42,921 2024 (2) 50,508 41,555 — 92,063 2025 1,961 — — 1,961 2026 127,461 — — 127,461 2027 367,378 — — 367,378 Thereafter 473,452 30,235 — 503,687 $ 1,021,248 $ 71,790 $ 42,433 $ 1,135,471 (1) Of the amounts maturing in 2023, $20.6 million relates to our 2017 6% Unsecured Promissory Notes which can be extended to December 31, 2024, and $21.9 million relates to our 2019 6% Unsecured Promissory Notes which can be extended for two one (2) Of the amounts maturing in 2024, $49.5 million relates to our variable rate revolving credit facility, which can be extended to March 19, 2025, subject to the satisfaction of certain conditions, and $41.6 million relates to the construction loan for Cottonwood Broadway, which can be extended to May 15, 2025 if we exercise the option to convert the construction loan to a Mini Perm Loan, subject to the satisfaction of certain conditions. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Financial Asset: Investments in real-estate related loans $ 1,982 $ 2,000 $ — $ — Financial Liability: Fixed rate mortgages $ 829,004 $ 809,400 $ 528,308 $ 509,134 Floating rate mortgages $ 142,744 $ 140,879 $ 426,130 $ 421,189 Variable rate revolving credit facility $ 49,500 $ 49,500 $ 54,000 $ 54,000 Construction loans $ 71,790 $ 71,790 $ 95,327 $ 95,327 Series 2019 Preferred Stock $ 125,480 $ 125,480 $ 127,065 $ 127,065 Series 2023 Preferred Stock $ 62,860 $ 62,860 $ — $ — Unsecured promissory notes $ 42,433 $ 42,433 $ 42,953 $ 42,953 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Preferred Stock | Information on our preferred stock as of June 30, 2023 and December 31, 2022 is as follows: Shares Outstanding at Dividend Rate Extension Dividend Rate Redemption Date Maximum Extension Date June 30, 2023 December 31, 2022 Series 2019 Preferred Stock 5.5% 6.0% December 31, 2023 December 31, 2025 12,547,989 12,706,485 Series 2023 Preferred Stock 6.0% 6.5% (1) June 30, 2027 June 30, 2029 6,286,013 — (1) Represents the fully extended dividend rate. During the first-year extension, the dividend rate is 6.25%. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 Class T Class D Class I Class A Total December 31, 2022 4,815,122 64,673 3,861,049 26,604,864 35,345,708 Issuance of common stock 492,257 129,705 440,904 — 1,062,866 Distribution reinvestment 16,607 411 13,214 43,021 73,252 Exchanges and transfers (1) (725) — 319,755 — 319,030 Repurchases of common stock (162,911) — (311,859) (1,869,770) (2,344,540) June 30, 2023 5,160,350 194,788 4,323,063 24,778,115 34,456,316 (1) Exchanges represent the number of shares OP Unit holders have exchanged for Class I shares during the period. Transfers represent Class T shares that were converted to Class I shares during the period. |
Schedule of Common Stock 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, 2023 $ 0.06083333 $ 0.73 February 28, 2023 $ 0.06083333 $ 0.73 March 31, 2023 $ 0.06083333 $ 0.73 April 30, 2023 $ 0.06083333 $ 0.73 May 31, 2023 $ 0.06083333 $ 0.73 June 30, 2023 $ 0.06083333 $ 0.73 |
Organization and Business (Deta
Organization and Business (Details) | 6 Months Ended | 19 Months Ended | 28 Months Ended | |||||
Jul. 08, 2022 USD ($) shares | Jun. 30, 2023 USD ($) realEstateUnit project apartmentCommunity land_parcel | Jun. 30, 2023 USD ($) realEstateUnit project apartmentCommunity land_parcel | Mar. 31, 2022 USD ($) | Dec. 22, 2020 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Nov. 30, 2021 USD ($) | Nov. 30, 2019 USD ($) $ / shares | |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of projects | project | 2 | 2 | ||||||
CMOF Merger | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of projects | project | 3 | 3 | ||||||
Park Avenue | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Ownership interest | 100% | |||||||
Cottonwood Broadway | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Ownership interest | 100% | |||||||
Block C | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Ownership interest | 79% | |||||||
Owned Interest | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of multifamily apartment communities | apartmentCommunity | 35 | 35 | ||||||
Number of real estate units | realEstateUnit | 10,000 | 10,000 | ||||||
Number of real estate properties | land_parcel | 5 | 5 | ||||||
Structured Investment Interest | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of multifamily apartment communities | apartmentCommunity | 5 | 5 | ||||||
Number of real estate units | realEstateUnit | 1,473 | 1,473 | ||||||
Structured Investment Interest | Under Construction | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of multifamily apartment communities | apartmentCommunity | 2 | 2 | ||||||
Number of real estate units | realEstateUnit | 504 | 504 | ||||||
Follow on Offering | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock offered, value | $ 1,000,000,000 | |||||||
Proceeds from issuance of follow-on offering | $ 195,600,000 | |||||||
Primary Offering | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock offered, value | 900,000,000 | |||||||
Distribution Reinvestment Plan | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock offered, value | $ 100,000,000 | |||||||
Proceeds from issuance of follow-on offering | $ 3,900,000 | |||||||
Class A and Class TX Common Stock | IPO | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Proceeds from offering including dividend reinvestment plan offering | $ 122,000,000 | |||||||
Series 2019 Preferred Stock | Private Placement | ||||||||
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 | |||||||
Series 2023 Preferred Stock | Private Placement | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock offered, value | $ 100,000,000 | |||||||
Proceeds from issuance of follow-on offering | $ 62,900,000 | |||||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||||
Class A | CMOF Merger | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Share conversion ratio | 0.8669 | |||||||
CRII, CMRI, CMRII and CMOF Merger (in shares) | shares | 4,335,367 | |||||||
CMOF, CRII, CMRI and CMRII Merger | $ 89,700,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | |
Debt Instrument [Line Items] | |||
Net cash provided by (used in) operating activities | $ 23,515 | $ 10,269 | |
Net cash provided by financing activities | (40,835) | (163,608) | |
Adjustment | |||
Debt Instrument [Line Items] | |||
Net cash provided by (used in) operating activities | 3,061 | ||
Net cash provided by financing activities | $ (3,061) | ||
Cottonwood Communities Management, LLC | |||
Debt Instrument [Line Items] | |||
Offering costs incurred | 18,100 | ||
Private Placement | Cottonwood Communities Management, LLC | |||
Debt Instrument [Line Items] | |||
Offering costs incurred | $ 13,200 | ||
2023 Private Offering | Cottonwood Communities Management, LLC | |||
Debt Instrument [Line Items] | |||
Offering costs incurred | $ 7,200 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Error Corrections of Cash Flow Misclassification (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Accounts payable, accrued expenses and other liabilities | $ 3,665 | $ 14,378 |
Net cash used in operating activities | (23,515) | (10,269) |
Cash flows from financing activities: | ||
Offering costs paid on issuance of common stock | (1,840) | (4,109) |
Net cash provided by financing activities | 40,835 | 163,608 |
Increase in accrued deferred offering costs | $ 143 | 3,061 |
As Previously Reported | ||
Cash flows from operating activities: | ||
Accounts payable, accrued expenses and other liabilities | 17,439 | |
Net cash used in operating activities | (7,208) | |
Cash flows from financing activities: | ||
Offering costs paid on issuance of common stock | (7,170) | |
Net cash provided by financing activities | 160,547 | |
Increase in accrued deferred offering costs | 0 | |
Adjustment | ||
Cash flows from operating activities: | ||
Accounts payable, accrued expenses and other liabilities | (3,061) | |
Net cash used in operating activities | (3,061) | |
Cash flows from financing activities: | ||
Offering costs paid on issuance of common stock | 3,061 | |
Net cash provided by financing activities | 3,061 | |
Increase in accrued deferred offering costs | $ 3,061 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Error Corrections of Equity (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' equity | $ 553,634 | $ 594,204 | $ 609,899 | $ 585,196 | $ 548,503 | $ 540,669 |
Additional Paid-In Capital | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' equity | 406,900 | 417,257 | 414,140 | 327,015 | 295,125 | 275,821 |
Noncontrolling interests | Limited Partners | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' equity | $ 252,226 | 269,546 | 272,536 | 267,233 | 266,771 | 267,472 |
As Previously Reported | Additional Paid-In Capital | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' equity | 423,964 | 427,997 | 323,723 | 279,347 | 252,035 | |
As Previously Reported | Noncontrolling interests | Limited Partners | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' equity | 262,839 | 258,679 | 270,525 | 282,549 | 291,258 | |
Adjustment | Additional Paid-In Capital | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' equity | (6,707) | (13,857) | 3,292 | 15,778 | 23,786 | |
Adjustment | Noncontrolling interests | Limited Partners | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' equity | $ 6,707 | $ 13,857 | $ (3,292) | $ (15,778) | $ (23,786) |
Real Estate Assets, Net - Sched
Real Estate Assets, Net - Schedule of Carrying Amounts of Consolidated Real Estate Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Business Combination and Asset Acquisition [Abstract] | ||
Land | $ 255,633 | $ 267,876 |
Buildings and improvements | 1,337,064 | 1,348,019 |
Furniture, fixtures and equipment | 56,203 | 54,067 |
Intangible assets | 38,421 | 40,692 |
Construction in progress | 54,481 | 106,223 |
Real estate investment property, at cost | 1,741,802 | 1,816,877 |
Less: Accumulated depreciation and amortization | (142,426) | (119,270) |
Real estate assets, net | $ 1,599,376 | $ 1,697,607 |
Real Estate Assets, Net - Narra
Real Estate Assets, Net - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Feb. 14, 2023 USD ($) | Sep. 20, 2022 USD ($) a | Aug. 31, 2022 USD ($) | Jun. 22, 2022 USD ($) | Sep. 30, 2022 USD ($) shares | Jun. 30, 2023 USD ($) investment | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) investment shares | Jun. 30, 2022 USD ($) | Feb. 13, 2023 | |
Business Acquisition [Line Items] | ||||||||||||
Proceeds from sale of investments in unconsolidated real estate entities | $ 0 | $ 28,734 | ||||||||||
Issuance of common stock (in shares) | shares | 1,062,866 | |||||||||||
Issuance of common stock | $ 7,222 | $ 13,407 | $ 53,549 | $ 32,930 | ||||||||
Capital expenditures | $ 21,514 | $ 31,341 | ||||||||||
CMOF Merger | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of investments | investment | 3 | 3 | ||||||||||
OP Units | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Issuance of common stock (in shares) | shares | 141,543 | |||||||||||
Issuance of common stock | $ 2,900 | |||||||||||
Cottonwood Lighthouse Point | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Proceeds from issuance of debt | $ 48,000 | |||||||||||
Weighted-average amortization period (in years) | 6 months | |||||||||||
Cottonwood Ridgeview Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Tenant-in-common interest in property | 0.095 | |||||||||||
Cottonwood Clermont Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Proceeds from issuance of debt | $ 35,500 | |||||||||||
Galleria Land Purchase | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acres of land (in acres) | a | 26 | |||||||||||
Capital expenditures | $ 28,500 | |||||||||||
Cottonwood Lighthouse Point | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Proceeds from sale of investments in unconsolidated real estate entities | $ 13,600 | |||||||||||
Ownership percentage | 86.80% | 100% | ||||||||||
Gain on transaction cost | $ 1,000 |
Real Estate Assets, Net - Sch_2
Real Estate Assets, Net - Schedule of Purchase Price Allocation (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Sep. 21, 2022 | Sep. 19, 2022 | Jun. 22, 2022 | Jun. 30, 2023 | |
Asset Acquisition [Line Items] | ||||
Building | $ 198,059 | |||
Land | 28,627 | |||
Land Improvements | 10,135 | |||
Personal Property | 4,663 | |||
Lease Intangibles | 5,178 | |||
Debt Mark to Market | 4,932 | |||
Total | $ 251,594 | |||
Cottonwood Lighthouse Point | ||||
Asset Acquisition [Line Items] | ||||
Building | $ 76,322 | |||
Land | 13,647 | |||
Land Improvements | 1,843 | |||
Personal Property | 2,011 | |||
Lease Intangibles | 1,783 | |||
Debt Mark to Market | 0 | |||
Total | $ 95,606 | |||
Cottonwood Ridgeview | ||||
Asset Acquisition [Line Items] | ||||
Building | $ 54,337 | |||
Land | 9,275 | |||
Land Improvements | 2,548 | |||
Personal Property | 835 | |||
Lease Intangibles | 1,603 | |||
Debt Mark to Market | 1,504 | |||
Total | $ 70,102 | |||
Cottonwood Clermont | ||||
Asset Acquisition [Line Items] | ||||
Building | $ 67,400 | |||
Land | 5,705 | |||
Land Improvements | 5,744 | |||
Personal Property | 1,817 | |||
Lease Intangibles | 1,792 | |||
Debt Mark to Market | 3,428 | |||
Total | $ 85,886 |
Real Estate Assets, Net - Sch_3
Real Estate Assets, Net - Schedule of Equity Transaction Adjustments for CMOF (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 USD ($) investment $ / shares shares | Dec. 31, 2022 shares | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Common stock outstanding (in shares) | shares | 34,456,316 | 35,345,708 |
CMOF Merger | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Number of investments | investment | 3 | |
Fair value of CCI Common Stock issued | $ 89,745 | |
Total consideration | 99,487 | |
Carrying amount of noncontrolling interest | 49,178 | |
Additional paid in capital adjustment | (50,309) | |
Total change in equity | $ 39,436 | |
CMOF Merger | Common Stock | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Common stock issued (in shares) | shares | 5,001,000 | |
Common stock outstanding (in shares) | shares | 5,001,000 | |
Exchange ratio | 0.8669 | |
CMOF Merger | Common Stock | CCI | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
CCI common stock issued as consideration (in shares) | shares | 4,335,367 | |
Per share value of CCI Common Stock (in dollars per share) | $ / shares | $ 20.7007 | |
Fair value of CCI Common Stock issued | $ 89,745 | |
Fair value of OP Units issued | 8,273 | |
Settlement of CMOF related party notes and interest | 1,327 | |
Settlement of net other liabilities of CMOF | $ 142 |
Investments in Unconsolidated_3
Investments in Unconsolidated Real Estate Entities - Schedule of Equity Method Investments (Details) $ in Thousands | 6 Months Ended | |||||
Mar. 31, 2023 USD ($) shares | Feb. 14, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Feb. 13, 2023 | Dec. 31, 2022 USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||||
Proceeds from sale of investments in unconsolidated real estate entities | $ 0 | $ 28,734 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Cottonwood Lighthouse Point | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Proceeds from sale of investments in unconsolidated real estate entities | $ 13,600 | |||||
Gain on sale | $ 1,000 | |||||
OP Units | Alpha Mill | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Stock issued during period shares acquisition (in shares) | shares | 1,063,293 | |||||
Tenant-in-common interest in property | 0.454 | |||||
Ownership interest | 73.70% | |||||
CRII, CMRI and CMRII Merger | $ 19,800 | |||||
Unconsolidated Properties | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investments | $ 185,905 | $ 133,207 | ||||
Alpha Mill | Unconsolidated Properties | Charlotte, NC | Stabilized Assets | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
% Owned | 73.70% | |||||
Equity method investments | $ 30,138 | 10,470 | ||||
Cottonwood Bayview | Unconsolidated Properties | St. Petersburg, FL | Stabilized Assets | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
% Owned | 71% | |||||
Equity method investments | $ 12,701 | 30,792 | ||||
Cottonwood Lighthouse Point | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
% Owned | 86.80% | 100% | ||||
Proceeds from sale of investments in unconsolidated real estate entities | $ 13,600 | |||||
Cottonwood Lighthouse Point | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Cottonwood Lighthouse Point | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
% Owned | 86.80% | |||||
Sale of ownership percentage | 13.20% | |||||
Cottonwood Lighthouse Point | Unconsolidated Properties | Pompano Beach, FL | Stabilized Assets | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
% Owned | 86.80% | |||||
Equity method investments | $ 40,744 | 0 | ||||
Fox Point | Unconsolidated Properties | Salt Lake City, UT | Stabilized Assets | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
% Owned | 52.80% | |||||
Equity method investments | $ 14,236 | 14,794 | ||||
Toscana At Valley Ridge | Unconsolidated Properties | Lewisville, TX | Stabilized Assets | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
% Owned | 58.60% | |||||
Equity method investments | $ 7,164 | 9,382 | ||||
Melrose Phase II | Unconsolidated Properties | Nashville, TN | Stabilized Assets | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
% Owned | 79.80% | |||||
Equity method investments | $ 5,697 | 6,185 | ||||
Lector85 | Unconsolidated Properties | Ybor City, FL | Preferred Equity Investments | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investments | 10,668 | 10,006 | ||||
Astoria West (formerly Vernon) | Unconsolidated Properties | Queens, NY | Preferred Equity Investments | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investments | 21,929 | 20,567 | ||||
801 Riverfront | Unconsolidated Properties | West Sacramento, CA | Preferred Equity Investments | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investments | 21,944 | 20,259 | ||||
417 Callowhill | Unconsolidated Properties | Philadelphia, PA | Preferred Equity Investments | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investments | 20,123 | 9,949 | ||||
Other | Unconsolidated Properties | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investments | $ 561 | $ 803 |
Investments in Unconsolidated_4
Investments in Unconsolidated Real Estate Entities - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity in earnings (losses) of unconsolidated real estate entities | $ 1,983 | $ 4,052 | $ 3,630 | $ 6,723 | |
Stabilized Assets | Cottonwood Bayview | St. Petersburg, FL | Unconsolidated Properties | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Payment for additional interest | $ 16,900 | ||||
Stabilized Assets | Toscana At Valley Ridge | Lewisville, TX | Unconsolidated Properties | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Payment for additional interest | $ 1,200 | ||||
Preferred Equity Investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity in earnings (losses) of unconsolidated real estate entities | 3,100 | 1,800 | 6,000 | 3,400 | |
Preferred Equity Investments | 417 Callowhill | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Remaining commitment | 7,900 | 7,900 | |||
Payments to acquire investment | 16,700 | ||||
Investment in loan | 16,700 | 16,700 | |||
CRII Merger | Stabilized Assets | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity in earnings (losses) of unconsolidated real estate entities | $ (1,100) | $ 2,300 | $ (2,400) | $ 3,300 |
Debt - Schedule of Mortgage Not
Debt - Schedule of Mortgage Notes And Revolving Credit Facility (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Total secured loans | $ 1,021,248,000 | $ 1,008,438,000 |
Unamortized debt issuance costs | (6,782,000) | (4,878,000) |
Premium on assumed debt, net | (3,524,000) | (3,423,000) |
Mortgage notes and revolving credit facility, net | 1,010,942,000 | 1,000,137,000 |
Future Acquisition Financing | ||
Debt Instrument [Line Items] | ||
Line of credit maximum borrowing capacity | 125,000,000 | |
Line of credit facility, current borrowing capacity | $ 115,900,000 | |
Fixed rate loans | ||
Debt Instrument [Line Items] | ||
Weighted average fixed interest rate | 4.40% | |
Weighted average remaining term | 5 years 2 months 12 days | |
Total secured loans | $ 829,004,000 | 528,308,000 |
Variable rate loans | ||
Debt Instrument [Line Items] | ||
Total secured loans | $ 192,244,000 | 480,130,000 |
Variable rate loans | Floating rate mortgages | ||
Debt Instrument [Line Items] | ||
Weighted average variable rate | 5.47% | |
Weighted average remaining term | 7 years 6 months | |
Total secured loans | $ 142,744,000 | 426,130,000 |
Variable rate loans | Variable rate revolving credit facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Weighted average variable rate | 6.79% | |
Weighted average remaining term | 1 year 8 months 12 days | |
Total secured loans | $ 49,500,000 | $ 54,000,000 |
Debt - Schedule of Construction
Debt - Schedule of Construction Loans (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Amount drawn | $ 71,790 | $ 95,327 |
Floating rate mortgages | ||
Debt Instrument [Line Items] | ||
Loan Amount | 43,500 | |
Construction Loan Payable | ||
Debt Instrument [Line Items] | ||
Loan Amount | 88,875 | |
Amount drawn | 71,790 | 95,327 |
Construction Loan Payable | Park Avenue | ||
Debt Instrument [Line Items] | ||
Amount drawn | 0 | 37,000 |
Construction Loan Payable | Cottonwood Broadway | ||
Debt Instrument [Line Items] | ||
Loan Amount | 44,625 | |
Amount drawn | $ 41,555 | 39,728 |
Construction Loan Payable | Cottonwood Broadway | BSBY | ||
Debt Instrument [Line Items] | ||
Interest Rate | 2.90% | |
Construction Loan Payable | Cottonwood Highland | ||
Debt Instrument [Line Items] | ||
Loan Amount | $ 44,250 | |
Amount drawn | $ 30,235 | $ 18,599 |
Construction Loan Payable | Cottonwood Highland | SOFR | ||
Debt Instrument [Line Items] | ||
Interest Rate | 2.55% |
Debt - Narrative (Details)
Debt - Narrative (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Unsecured Debt | |
Debt Instrument [Line Items] | |
Increase in interest rate | 0.25% |
Debt - Schedule of Unsecured Pr
Debt - Schedule of Unsecured Promissory Notes (Details) - USD ($) | Jun. 30, 2023 | Jan. 01, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | |||
Unsecured promissory notes, net | $ 42,433,000 | $ 42,953,000 | |
Unsecured Debt | |||
Debt Instrument [Line Items] | |||
Offering Size | 60,000 | ||
Unsecured promissory notes, net | 42,433,000 | 42,953,000 | |
Unsecured Debt | 2017 6% Notes | |||
Debt Instrument [Line Items] | |||
Offering Size | $ 35,000 | ||
Interest Rate | 6% | 6% | |
Unsecured promissory notes, net | $ 20,558,000 | 20,718,000 | |
Unsecured Debt | 2017 6% Notes | Fiscal Year 2023 | |||
Debt Instrument [Line Items] | |||
Interest Rate | 6.25% | ||
Unsecured Debt | 2019 6% Notes | |||
Debt Instrument [Line Items] | |||
Offering Size | $ 25,000 | ||
Interest Rate | 6% | ||
Unsecured promissory notes, net | $ 21,875,000 | $ 22,235,000 |
Debt - Schedule of Amortizing P
Debt - Schedule of Amortizing Principal Payments (Details) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 USD ($) extension | Jan. 01, 2023 | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||
2023 | $ 42,921 | ||
2024 | 92,063 | ||
2025 | 1,961 | ||
2026 | 127,461 | ||
2027 | 367,378 | ||
Thereafter | 503,687 | ||
Principal payment on mortgage loans | 1,135,471 | ||
Mortgage notes and revolving credit facility, net | 1,010,942 | $ 1,000,137 | |
Construction Loans | |||
Debt Instrument [Line Items] | |||
2023 | 0 | ||
2024 | 41,555 | ||
2025 | 0 | ||
2026 | 0 | ||
2027 | 0 | ||
Thereafter | 30,235 | ||
Principal payment on mortgage loans | 71,790 | ||
Variable rate revolving credit facility | |||
Debt Instrument [Line Items] | |||
Mortgage notes and revolving credit facility, net | 49,500 | ||
Cottonwood Construction Loan | |||
Debt Instrument [Line Items] | |||
Mortgage notes and revolving credit facility, net | 41,600 | ||
Mortgage Notes and Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
2023 | 488 | ||
2024 | 50,508 | ||
2025 | 1,961 | ||
2026 | 127,461 | ||
2027 | 367,378 | ||
Thereafter | 473,452 | ||
Principal payment on mortgage loans | 1,021,248 | ||
Unsecured Promissory Notes | |||
Debt Instrument [Line Items] | |||
2023 | 42,433 | ||
2024 | 0 | ||
2025 | 0 | ||
2026 | 0 | ||
2027 | 0 | ||
Thereafter | 0 | ||
Principal payment on mortgage loans | 42,433 | ||
Unsecured Promissory Notes | 2017 6% Notes | |||
Debt Instrument [Line Items] | |||
Mortgage notes and revolving credit facility, net | $ 20,600 | ||
Interest rate | 6% | 6% | |
Unsecured Promissory Notes | 2019 6% Notes | |||
Debt Instrument [Line Items] | |||
Mortgage notes and revolving credit facility, net | $ 21,900 | ||
Interest rate | 6% | ||
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, 2023 | Dec. 31, 2022 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unsecured promissory notes | $ 42,433 | $ 42,953 |
Carrying Value | Series 2019 Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock series | 125,480 | 127,065 |
Carrying Value | Series 2023 Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock series | 62,860 | 0 |
Carrying Value | Variable rate revolving credit facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Variable rate revolving credit facility | 49,500 | 54,000 |
Carrying Value | Investments in real-estate related loans | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in real-estate related loans | 1,982 | 0 |
Carrying Value | Fixed rate mortgages | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgages | 829,004 | 528,308 |
Carrying Value | Floating rate mortgages | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgages | 142,744 | 426,130 |
Carrying Value | Construction loans | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgages | 71,790 | 95,327 |
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unsecured promissory notes | 42,433 | 42,953 |
Fair Value | Series 2019 Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock series | 125,480 | 127,065 |
Fair Value | Series 2023 Preferred Stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock series | 62,860 | 0 |
Fair Value | Variable rate revolving credit facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Variable rate revolving credit facility | 49,500 | 54,000 |
Fair Value | Investments in real-estate related loans | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments in real-estate related loans | 2,000 | 0 |
Fair Value | Fixed rate mortgages | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgages | 809,400 | 509,134 |
Fair Value | Floating rate mortgages | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgages | 140,879 | 421,189 |
Fair Value | Construction loans | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgages | $ 71,790 | $ 95,327 |
Preferred Stock - Narrative (De
Preferred Stock - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jan. 31, 2022 USD ($) | Apr. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) classesOfPreferredStock | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) classesOfPreferredStock shares | Jun. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Proceeds from issuance of preferred stock | $ 62,860 | $ 15,472 | |||||||
Number of shares redeemed (in shares) | shares | 2,344,540 | ||||||||
Common stock/OP Units repurchased | $ 23,230 | $ 19,626 | $ 6,039 | $ 3,394 | |||||
Series 2023 Preferred Stock | Preferred Stock | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of classes of preferred stock outstanding | classesOfPreferredStock | 2 | 2 | |||||||
Proceeds from issuance of preferred stock | $ 62,900 | ||||||||
Preferred dividend value incurred | $ 900 | ||||||||
Number of shares redeemed (in shares) | shares | 0 | ||||||||
Series 2019 Preferred Stock | Preferred Stock | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of classes of preferred stock outstanding | classesOfPreferredStock | 2 | 2 | |||||||
Proceeds from issuance of preferred stock | $ 15,500 | ||||||||
Preferred dividend value incurred | $ 3,400 | $ 3,400 | |||||||
Number of shares redeemed (in shares) | shares | 158,496 | 4,000 | |||||||
Common stock/OP Units repurchased | $ 1,500 | $ 40 | |||||||
Series 2016 Preferred Stock | Preferred Stock | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Preferred dividend value incurred | $ 2,900 | ||||||||
Common stock/OP Units repurchased | $ 139,800 | ||||||||
Series 2017 Preferred Stock | Preferred Stock | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock/OP Units repurchased | $ 2,600 |
Preferred Stock - Schedule of P
Preferred Stock - Schedule of Preferred Stock (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Series 2019 Preferred Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Dividend Rate | 5.50% | |
Extension Dividend Rate | 6% | |
Preferred stock outstanding (in shares) | 12,547,989 | 12,706,485 |
Series 2023 Preferred Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Dividend Rate | 6% | |
Extension Dividend Rate | 6.50% | |
Preferred stock outstanding (in shares) | 6,286,013 | 0 |
Series 2023 Preferred Stock | During First-Year Extension | ||
Subsidiary, Sale of Stock [Line Items] | ||
Extension Dividend Rate | 6.25% |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Outstanding (Details) | 6 Months Ended |
Jun. 30, 2023 shares | |
Common Stock Outstanding [Roll Forward] | |
Shares outstanding, beginning balance (in shares) | 35,345,708 |
Issuance of common stock (in shares) | 1,062,866 |
Distribution reinvestment (in shares) | 73,252 |
Exchanges and transfers (in shares) | 319,030 |
Repurchases of common stock (in shares) | (2,344,540) |
Shares outstanding, ending balance (in shares) | 34,456,316 |
Class T | |
Common Stock Outstanding [Roll Forward] | |
Shares outstanding, beginning balance (in shares) | 4,815,122 |
Issuance of common stock (in shares) | 492,257 |
Distribution reinvestment (in shares) | 16,607 |
Exchanges and transfers (in shares) | (725) |
Repurchases of common stock (in shares) | (162,911) |
Shares outstanding, ending balance (in shares) | 5,160,350 |
Class D | |
Common Stock Outstanding [Roll Forward] | |
Shares outstanding, beginning balance (in shares) | 64,673 |
Issuance of common stock (in shares) | 129,705 |
Distribution reinvestment (in shares) | 411 |
Exchanges and transfers (in shares) | 0 |
Repurchases of common stock (in shares) | 0 |
Shares outstanding, ending balance (in shares) | 194,788 |
Class I | |
Common Stock Outstanding [Roll Forward] | |
Shares outstanding, beginning balance (in shares) | 3,861,049 |
Issuance of common stock (in shares) | 440,904 |
Distribution reinvestment (in shares) | 13,214 |
Exchanges and transfers (in shares) | 319,755 |
Repurchases of common stock (in shares) | (311,859) |
Shares outstanding, ending balance (in shares) | 4,323,063 |
Class A | |
Common Stock Outstanding [Roll Forward] | |
Shares outstanding, beginning balance (in shares) | 26,604,864 |
Issuance of common stock (in shares) | 0 |
Distribution reinvestment (in shares) | 43,021 |
Exchanges and transfers (in shares) | 0 |
Repurchases of common stock (in shares) | (1,869,770) |
Shares outstanding, ending balance (in shares) | 24,778,115 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Aggregate distributions paid | $ 13,800 | |
Distributions paid in cash | 12,396 | $ 8,774 |
Dividend reinvestment plan, cash paid | $ 1,400 | |
Number of shares redeemed (in shares) | 2,344,540 | |
Repurchase of common stock/OP Units | $ 42,857 | $ 9,432 |
Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares redeemed (in shares) | 2,344,540 | |
Repurchase of common stock/OP Units | $ 41,700 | |
Average repurchase price (in dollars per share) | $ 17.78 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Common Stock Distributions (Details) - $ / shares | Jun. 30, 2023 | May 31, 2023 | Apr. 30, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Jan. 31, 2023 |
Equity [Abstract] | ||||||
Monthly rate (in dollars per share) | $ 0.06083333 | $ 0.06083333 | $ 0.06083333 | $ 0.06083333 | $ 0.06083333 | $ 0.06083333 |
Annually (in dollars per share) | $ 0.73 | $ 0.73 | $ 0.73 | $ 0.73 | $ 0.73 | $ 0.73 |
Promote from Incentive Alloca_2
Promote from Incentive Allocation Agreement (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2018 realEstateUnit | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Promote from incentive allocation agreement | $ | $ 119 | $ 0 | $ 30,700 | $ 119 | $ 30,309 | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of real estate properties disposed | realEstateUnit | 12 |
Related-Party Transactions (Det
Related-Party Transactions (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
May 07, 2021 | Mar. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) project | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) project | Jun. 30, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||||||
Performance participation allocation | $ 0 | $ 10,144,000 | $ 0 | $ 30,078,000 | ||
Number of projects | project | 2 | 2 | ||||
Co-venturer | CW Block C, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Percent of development project owned | 82.20% | 82.20% | ||||
Co-venturer | Affiliated Members | CW Block C, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Capital contribution | $ 10,900,000 | $ 10,900,000 | ||||
Independent Director Compensation | Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Gross asset value of CROP percentage | 0.0625% | |||||
Net asset value of CROP percentage | 0.125% | |||||
Asset management fees | 4,600,000 | $ 4,300,000 | 9,400,000 | $ 8,100,000 | ||
Percentage of total return | 5% | |||||
Percentage of annual total return | 12.50% | |||||
Independent Director Compensation | Affiliated Entity | Limited Partners | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of total return | 12.50% | |||||
Performance participation allocation | $ 20,300,000 | $ 0 | $ 0 | |||
Independent Director Compensation | Affiliated Entity | Other Ownership Interest | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of total return | 87.50% |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Noncontrolling Interest [Line Items] | ||||||
Distributions to investors | $ 12,040 | $ 12,113 | $ 10,445 | $ 13,847 | ||
Share-based compensation | $ 568 | $ 1,160 | $ 941 | $ 865 | ||
Not Wholly Owned | Minimum | ||||||
Noncontrolling Interest [Line Items] | ||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 1% | 1% | ||||
Not Wholly Owned | Maximum | ||||||
Noncontrolling Interest [Line Items] | ||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 63% | 63% | ||||
Not Wholly Owned | Weighted Average | ||||||
Noncontrolling Interest [Line Items] | ||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 11% | 11% | ||||
OP Units | ||||||
Noncontrolling Interest [Line Items] | ||||||
Distributions to investors | $ 11,600 | $ 11,000 | ||||
LTIP Units | ||||||
Noncontrolling Interest [Line Items] | ||||||
Number of unvested awards outstanding (in shares) | 602,895 | 602,895 | ||||
Share-based compensation | $ 1,600 | $ 1,800 | ||||
Unrecognized compensation expense | $ 7,500 | $ 7,500 | ||||
Performance LTIP | ||||||
Noncontrolling Interest [Line Items] | ||||||
Number of unvested awards outstanding (in shares) | 597,105 | 597,105 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jun. 30, 2023 USD ($) |
417 Callowhill | |
Subsidiary, Sale of Stock [Line Items] | |
Investment-related liabilities | $ 16.7 |
2215 Hollywood Mezzanine | |
Subsidiary, Sale of Stock [Line Items] | |
Investment-related liabilities | $ 8 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event | Jul. 18, 2023 USD ($) extension realEstateUnit | Aug. 08, 2023 USD ($) | Aug. 07, 2023 USD ($) | Aug. 02, 2023 shares | Jul. 12, 2023 realEstateUnit |
Subsequent Event [Line Items] | |||||
Funded commitments | $ 5,100,000 | ||||
Series 2023 Preferred Stock | |||||
Subsequent Event [Line Items] | |||||
Preferred stock | $ 150,000,000 | $ 100,000,000 | |||
Melrose Phase II | |||||
Subsequent Event [Line Items] | |||||
Additional interest acquired, percent | 20.20% | ||||
Additional interest acquired, OP units | shares | 175,077 | ||||
Ownership percentage | 100% | ||||
The Westerly | |||||
Subsequent Event [Line Items] | |||||
Number of real estate units | realEstateUnit | 198 | ||||
Monrovia Loan | Junior Mezzanine Loan | |||||
Subsequent Event [Line Items] | |||||
Number of real estate units | realEstateUnit | 296 | ||||
Loan amount | $ 20,200,000 | ||||
Interest rate | 16.50% | ||||
Number of extensions | extension | 2 | ||||
Term of extension | 1 year |