Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Sep. 28, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 000-56165 | ||
Entity Registrant Name | Cottonwood Communities, Inc. | ||
Entity Incorporation, State or Country Code | MD | ||
Entity Tax Identification Number | 61-1805524 | ||
Entity Address, Address Line One | 1245 Brickyard Road, 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Central Index Key | 0001692951 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | true | ||
Amendment Description | Cottonwood Communities Inc. (the “Company,” “we,” “our,” or “us”) is filing this Amendment no. 1 on Form 10-K/A (this “Amendment” or this “Form 10-K/A”) to amend and restate certain items in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 24, 2023 (the “Original Filing”).In filing this Amendment, the Company is restating its previously issued audited consolidated financial statements as of and for the year ended December 31, 2022, as well as the unaudited consolidated quarterly financial information for the quarterly periods in the year ended December 31, 2022 (collectively, the “Affected Periods”) to account for an inaccurate presentation of the change in cash flows ascribed to financing and operating activities in the consolidated statement of cash flows as further described below. Those previously issued financial statements should no longer be relied upon. All material restatement information that relates to the error will be included in this Amendment, and the Company does not intend to separately amend the Quarterly Reports on Form 10-Q for the Affected Periods that the Company has previously filed with the SEC.Accordingly, investors and other readers should rely only on the financial information and other disclosures regarding the Affected Periods in this Amendment and in any other future filings with the SEC (as applicable) and should not rely on any previously issued or filed reports, corporate presentations or similar communications relating to the Affected Periods. See Note 3 and Note 15 to the consolidated financial statements included in this Amendment, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” | ||
Common Stock Class T | |||
Document Information [Line Items] | |||
Title of 12(g) Security | Class T common stock, $0.01 par value per share | ||
Entity Common Stock, Shares Outstanding | 4,592,944 | ||
Common Stock Class D | |||
Document Information [Line Items] | |||
Title of 12(g) Security | Class D common stock, $0.01 par value per share | ||
Entity Common Stock, Shares Outstanding | 209,429 | ||
Common Stock Class I | |||
Document Information [Line Items] | |||
Title of 12(g) Security | Class I common stock, $0.01 par value per share | ||
Entity Common Stock, Shares Outstanding | 4,353,406 | ||
Common Stock Class A | |||
Document Information [Line Items] | |||
Title of 12(g) Security | Class A common stock, $0.01 par value per share | ||
Entity Common Stock, Shares Outstanding | 24,322,768 | ||
No Trading Symbol Flag | true | ||
Common Stock Class TX | |||
Document Information [Line Items] | |||
Title of 12(g) Security | Class TX common stock, $0.01 par value per share | ||
No Trading Symbol Flag | true |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 185 |
Auditor Name | KPMG LLP |
Auditor Location | Denver, Colorado |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Real estate assets, net | $ 1,697,607 | $ 1,408,483 |
Investments in unconsolidated real estate entities | 133,207 | 190,733 |
Investments in real-estate related loans | 0 | 13,035 |
Cash and cash equivalents | 63,173 | 27,169 |
Restricted cash | 32,351 | 18,221 |
Other assets | 29,299 | 29,249 |
Total assets | 1,955,637 | 1,686,890 |
Liabilities | ||
Mortgage notes and revolving credit facility, net | 1,000,137 | 642,107 |
Construction loans, net | 95,327 | 116,656 |
Preferred stock, net | 121,390 | 245,268 |
Unsecured promissory notes, net | 42,953 | 43,543 |
Performance participation allocation due to affiliate | 20,320 | 51,761 |
Accounts payable, accrued expenses and other liabilities | 65,611 | 46,886 |
Total liabilities | 1,345,738 | 1,146,221 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity | ||
Additional aid-in capital | 414,140 | 275,821 |
Accumulated distributions | (38,049) | (17,273) |
Accumulated deficit | (71,513) | (55,864) |
Total stockholders’ equity | 304,932 | 202,920 |
Noncontrolling interests | ||
Limited partners | 272,536 | 267,472 |
Partially owned entities | 32,431 | 70,277 |
Total noncontrolling interests | 304,967 | 337,749 |
Total equity and noncontrolling interests | 609,899 | 540,669 |
Total liabilities, equity and noncontrolling interests | 1,955,637 | 1,686,890 |
Common Stock Class T | ||
Stockholders’ equity | ||
Common stock | 48 | 0 |
Common Stock Class D | ||
Stockholders’ equity | ||
Common stock | 1 | 0 |
Common Stock Class I | ||
Stockholders’ equity | ||
Common stock | 39 | 2 |
Common Stock Class A | ||
Stockholders’ equity | ||
Common stock | 266 | 234 |
Common Stock Class TX | ||
Stockholders’ equity | ||
Common stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, shares outstanding (in shares) | 35,345,708 | 23,613,980 |
Common Stock 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) | 4,815,122 | 0 |
Common stock, shares outstanding (in shares) | 4,815,122 | 0 |
Common Stock 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) | 64,673 | 0 |
Common stock, shares outstanding (in shares) | 64,673 | 0 |
Common Stock 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) | 3,861,049 | 151,286 |
Common stock, shares outstanding (in shares) | 3,861,049 | 151,286 |
Common Stock 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) | 26,604,864 | 23,445,174 |
Common stock, shares outstanding (in shares) | 26,604,864 | 23,445,174 |
Common Stock Class TX | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 0 | 17,520 |
Common stock, shares outstanding (in shares) | 0 | 17,520 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | ||
Rental and other property revenues | $ 123,627 | $ 73,129 |
Property management revenues | 11,131 | 8,597 |
Other revenues | 3,544 | 1,455 |
Total revenues | 138,302 | 83,181 |
Operating expenses | ||
Property operations expense | 44,846 | 27,759 |
Property management expense | 17,839 | 11,302 |
Asset management fee | 17,786 | 8,052 |
Performance participation allocation | 20,320 | 51,761 |
Depreciation and amortization | 54,595 | 63,397 |
General and administrative expenses | 11,876 | 10,211 |
Total operating expenses | 167,262 | 172,482 |
Loss from operations | (28,960) | (89,301) |
Equity in earnings (losses) of unconsolidated real estate entities | 12,393 | (533) |
Interest income | 92 | 207 |
Interest expense | (52,310) | (26,954) |
Gain on sale of real estate assets | 0 | 10,912 |
Gain on sale of unconsolidated real estate entities | 8,129 | 0 |
Promote from incentive allocation agreement | 30,702 | 0 |
Other income | 3,883 | 2 |
Loss before income taxes | (26,071) | (105,667) |
Income tax expense | (7,959) | (1,238) |
Net loss | (34,030) | (106,905) |
Net loss attributable to noncontrolling interests: | ||
Limited partners | 17,594 | 58,923 |
Partially owned entities | 787 | 4,066 |
Net loss attributable to common stockholders | $ (15,649) | $ (43,916) |
Weighted-average common shares outstanding - basic (in shares) | 29,274,236 | 17,603,981 |
Weighted-average common shares outstanding - diluted (in shares) | 29,274,236 | 17,603,981 |
Net loss per common share - basic (in dollars per share) | $ (0.53) | $ (2.49) |
Net loss per common share - diluted (in dollars per share) | $ (0.53) | $ (2.49) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | CRII Merger | CMRI Merger | CMRII Merger | Total Stockholders’ Equity | Total Stockholders’ Equity CRII Merger | Total Stockholders’ Equity CMRI Merger | Total Stockholders’ Equity CMRII Merger | Common Stock Common Stock Class T | Common Stock Common Stock Class D | Common Stock Common Stock Class I | Common Stock Common Stock Class A | Common Stock Common Stock Class A CRII Merger | Common Stock Common Stock Class A CMRI Merger | Common Stock Common Stock Class A CMRII Merger | Common Stock Common Stock Class TX | Additional Paid-In Capital | Additional Paid-In Capital CRII Merger | Additional Paid-In Capital CMRI Merger | Additional Paid-In Capital CMRII Merger | Accumulated Distributions | Accumulated Deficit | Noncontrolling interests Limited Partners | Noncontrolling interests Limited Partners CRII Merger | Noncontrolling interests Partially Owned Entities | Noncontrolling interests Partially Owned Entities CRII Merger | Noncontrolling interests Partially Owned Entities CMRI Merger | Noncontrolling interests Partially Owned Entities CMRII Merger | Noncontrolling interests OP Units Limited Partners |
Stockholders' equity, beginning balance at Dec. 31, 2020 | $ 102,083 | $ 102,083 | $ 0 | $ 0 | $ 0 | $ 122 | $ 0 | $ 121,677 | $ (7,768) | $ (11,948) | $ 0 | $ 0 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||
Issuance of common stock | 2,534 | 2,534 | 2 | 2,532 | |||||||||||||||||||||||||
Offering costs | (1,705) | (1,705) | (1,705) | ||||||||||||||||||||||||||
Distribution reinvestment | 141 | 141 | 141 | ||||||||||||||||||||||||||
Common stock/OP Units repurchased | (5,012) | (2,626) | (2) | (2,624) | $ (2,386) | ||||||||||||||||||||||||
Contributions from noncontrolling interests | 869 | 869 | |||||||||||||||||||||||||||
Acquisition of noncontrolling interests | (1,551) | (1,271) | (280) | ||||||||||||||||||||||||||
CMOF, CRII, CMRI and CMRII Merger | $ 578,307 | $ 4,658 | $ 70,094 | $ 57,376 | $ 4 | $ 58 | $ 52 | $ 4,654 | $ 70,036 | $ 57,324 | $ 363,278 | $ 210,371 | |||||||||||||||||
CMOF, CMRI and CMRII Merger | $ (3,768) | $ (3,952) | $ (73,862) | $ (61,328) | |||||||||||||||||||||||||
Other | 1,570 | 1,570 | |||||||||||||||||||||||||||
Distributions to investors | (9,505) | (9,505) | |||||||||||||||||||||||||||
Distributions to investors | (21,942) | (11,010) | (1,427) | ||||||||||||||||||||||||||
Net loss | (106,905) | (43,916) | (43,916) | (58,923) | (4,066) | ||||||||||||||||||||||||
Reallocation of stockholders' equity and noncontrolling interests | 0 | 23,786 | 23,786 | (23,786) | |||||||||||||||||||||||||
Stockholders' equity, ending 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 | (6,888) | ||||||||||||||||||||||||||||
Stockholders' equity, ending balance at Mar. 31, 2022 | 295,125 | 266,771 | |||||||||||||||||||||||||||
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 | 327,015 | 267,233 | |||||||||||||||||||||||||||
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 | (32,209) | ||||||||||||||||||||||||||||
Stockholders' equity, ending balance at Sep. 30, 2022 | 403,934 | 276,230 | |||||||||||||||||||||||||||
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 | 168,477 | 168,477 | 48 | 1 | 36 | 168,392 | |||||||||||||||||||||||
Offering costs | (14,376) | (14,376) | (14,376) | ||||||||||||||||||||||||||
Distribution reinvestment | 2,364 | 2,364 | 1 | 2,363 | |||||||||||||||||||||||||
Exchanges and transfers | 1 | 5,819 | 3 | 5,816 | (5,818) | ||||||||||||||||||||||||
OP Units issued for real estate interests | 2,930 | 2,930 | |||||||||||||||||||||||||||
Common stock/OP Units repurchased | (28,379) | (26,897) | (2) | (12) | (26,883) | (1,482) | |||||||||||||||||||||||
Contributions from noncontrolling interests | 16,281 | (210) | 16,491 | ||||||||||||||||||||||||||
CMOF, CRII, CMRI and CMRII Merger | 39,436 | 43 | 39,393 | 8,273 | |||||||||||||||||||||||||
CMOF, CMRI and CMRII Merger | (1,469) | (49,178) | |||||||||||||||||||||||||||
Other | 4,927 | 1,257 | 1,257 | 3,670 | |||||||||||||||||||||||||
Distributions to investors | (20,776) | (20,776) | |||||||||||||||||||||||||||
Distributions to investors | (47,496) | (22,348) | (4,372) | ||||||||||||||||||||||||||
Net loss | (34,030) | $ 29,912 | (15,649) | (15,649) | (17,594) | (787) | |||||||||||||||||||||||
Reallocation of stockholders' equity and noncontrolling interests | 0 | (37,643) | (37,643) | $ 37,643 | |||||||||||||||||||||||||
Stockholders' equity, ending balance at Dec. 31, 2022 | $ 609,899 | $ 304,932 | $ 48 | $ 1 | $ 39 | $ 266 | $ 0 | $ 414,140 | $ (38,049) | $ (71,513) | $ 272,536 | $ 32,431 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Cash flows from operating activities: | ||||||
Net loss | $ (6,888) | $ (19,882) | $ (32,209) | $ (34,030) | $ (106,905) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||
Depreciation and amortization | 11,268 | 23,259 | 37,549 | 54,595 | 63,397 | |
Gain on sale of real estate assets | 0 | (10,912) | ||||
Gain on sale of investments in unconsolidated real estate entities | (7,634) | (7,810) | (8,129) | 0 | ||
Share-based compensation | 865 | 1,596 | 2,743 | 3,670 | 1,570 | |
Deferred taxes | 7,262 | 7,262 | 7,622 | 60 | ||
Other operating | 1,312 | 3,014 | 4,802 | 7,104 | 1,932 | |
Equity in earnings (losses) of unconsolidated real estate entities | (2,670) | (6,723) | (8,705) | (12,393) | 533 | |
Distributions from unconsolidated real estate entities - return on capital | 2,235 | 6,423 | 8,389 | 14,678 | 5,429 | |
Changes in operating assets and liabilities: | ||||||
Other assets | (1,170) | (3,498) | (2,647) | (727) | (862) | |
Performance participation allocation | 19,934 | 30,078 | 31,160 | 20,320 | 51,761 | |
Performance participation allocation payment | (51,761) | (51,761) | (51,761) | (51,761) | 0 | |
Accounts payable, accrued expenses and other liabilities | 9,926 | 7,116 | 7,943 | 2,819 | [1] | (579) |
Net cash provided by operating activities | (16,398) | (10,269) | (2,803) | 3,768 | [1] | 5,424 |
Cash flows from investing activities: | ||||||
Acquisitions of real estate, net of cash acquired | (93,985) | (142,613) | (142,613) | 0 | ||
Settlement of related party notes and liabilities assumed with the CMOF Merger | (1,469) | (1,469) | 0 | |||
Cash, cash equivalents and restricted cash acquired in connection with the CRII Merger | 0 | 51,943 | ||||
Capital expenditures and development activities | (18,488) | (31,341) | (77,235) | (88,628) | (84,692) | |
Proceeds from sale of real estate assets | 0 | 16,812 | ||||
Investments in unconsolidated real estate entities | (197) | (197) | (197) | (8,943) | (23,545) | |
Proceeds from sale of investments in unconsolidated real estate entities | 28,734 | 28,764 | 0 | |||
Distributions from unconsolidated real estate entities - return of capital | 38,769 | 38,769 | 38,769 | 38,769 | 0 | |
Contributions to investments in real-estate related loans | 0 | 0 | (14,173) | |||
Proceeds from settlement of investments in real-estate related loans | 13,000 | 13,000 | 9,332 | |||
Other investing activities | 0 | 26 | ||||
Net cash used in investing activities | 20,084 | (58,020) | (140,835) | (161,120) | (44,297) | |
Cash flows from financing activities: | ||||||
Principal payments on mortgage notes | (404) | (793) | (1,186) | (1,702) | (642) | |
Borrowings from revolving credit facility | 52,800 | 138,000 | 168,000 | 175,000 | 8,500 | |
Repayments on revolving credit facility | (72,800) | (98,000) | (141,000) | (141,000) | (24,000) | |
Borrowings under mortgage notes and term loans | 369,500 | 464,372 | 464,373 | 464,373 | 5,310 | |
Repayments of mortgage notes and term loans | (218,693) | (231,177) | (231,177) | (231,177) | 0 | |
Deferred financing costs on mortgage notes and term loans | (4,036) | (4,931) | (5,067) | (5,071) | (385) | |
Borrowings from construction loans | 9,178 | 22,915 | 30,642 | 38,331 | 52,542 | |
Repayments of construction loans | (59,660) | (59,660) | (59,660) | (59,660) | 0 | |
Proceeds from issuance of Series 2019 Preferred Stock | 14,162 | 15,472 | 15,472 | 15,472 | 78,593 | |
Redemption of preferred stock | (2,738) | (142,616) | (142,720) | (142,830) | (1,421) | |
Offering costs paid on issuance of preferred stock | (1,693) | (1,708) | (1,708) | (1,899) | (8,065) | |
Repurchase of unsecured promissory notes | (96) | (96) | (561) | (5,092) | ||
Proceeds from issuance of common stock | 33,395 | 87,600 | 145,008 | 170,841 | 2,534 | |
Repurchase of common stock/OP Units | (3,394) | (9,432) | (15,840) | (28,379) | (5,012) | |
Offering costs paid on issuance of common stock | (1,367) | (4,109) | (7,514) | (9,585) | [1] | (1,705) |
Contributions from noncontrolling interests | 662 | 11,758 | 11,935 | 11,935 | 0 | |
Distributions to common stockholders | (4,174) | (8,774) | (13,842) | (20,032) | (9,482) | |
Distributions to noncontrolling interests - limited partners | (5,460) | (11,018) | (16,507) | (22,198) | (10,591) | |
Distributions to noncontrolling interests - partially owned entities | (4,073) | (4,195) | (4,311) | (4,372) | (1,454) | |
Net cash provided by financing activities | 101,109 | 163,608 | 194,802 | 207,486 | [1] | 79,630 |
Net increase in cash and cash equivalents and restricted cash | 104,795 | 95,319 | 51,164 | 50,134 | 40,757 | |
Cash and cash equivalents and restricted cash, beginning of period | 45,390 | 45,390 | 45,390 | 45,390 | 4,633 | |
Cash and cash equivalents and restricted cash, end of period | 150,185 | 140,709 | 96,554 | 95,524 | 45,390 | |
Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets: | ||||||
Cash and cash equivalents | 121,890 | 72,640 | 63,045 | 63,173 | 27,169 | |
Restricted cash | 28,295 | 68,069 | 33,509 | 32,351 | 18,221 | |
Total cash and cash equivalents and restricted cash | 150,185 | 140,709 | 96,554 | 95,524 | 45,390 | |
Supplemental disclosure of cash flow information: | ||||||
Cash paid for interest | 45,183 | 24,659 | ||||
Income taxes paid | 1,314 | 1,068 | ||||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | ||||||
Increase in accrued deferred offering costs | $ 1,592 | $ 3,061 | 4,404 | 4,791 | [1] | 0 |
Cottonwood Multifamily Opportunity Fund, Inc. | ||||||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | ||||||
CMOF related party notes assumed | 1,327 | 1,327 | 0 | |||
Net other liabilities assumed | 142 | 142 | 0 | |||
Cottonwood Ridgeview | ||||||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | ||||||
Real estate assets | 68,167 | 68,167 | 0 | |||
Debt | 63,795 | 63,795 | 0 | |||
Other assets and liabilities assumed, net | 642 | 642 | 0 | |||
Value of OP Units issued for real estate assets | 2,930 | 2,930 | 0 | |||
Cottonwood Clermont | ||||||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | ||||||
Debt | $ 35,521 | 35,521 | 0 | |||
Cottonwood REIT II, Inc. | ||||||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | ||||||
Real estate assets | 0 | 1,291,030 | ||||
Investments in unconsolidated real estate entities | 0 | 120,775 | ||||
Intangibles | 0 | 24,113 | ||||
Debt | 0 | 734,852 | ||||
Preferred stock | 0 | 143,979 | ||||
Other assets acquired | 0 | 62,147 | ||||
Other liabilities assumed | 0 | 40,926 | ||||
Fair value of equity issued to CRII Shareholders in the CRII Merger | 0 | 4,658 | ||||
Fair value of noncontrolling interests from the CRII Merger | 0 | 573,650 | ||||
CMRI Merger | ||||||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | ||||||
Net other liabilities assumed | 0 | 2,223 | ||||
Settlement of CMRI promissory notes and interest with CROP | 0 | 1,545 | ||||
CMRII Merger | ||||||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | ||||||
Net other liabilities assumed | 0 | 1,477 | ||||
Settlement of CMRI promissory notes and interest with CROP | $ 0 | $ 2,475 | ||||
[1]Restatement related to this line item. |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business Cottonwood Communities, Inc. (the “Company,” “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. Our operating partnership was Cottonwood Communities O.P., LP (“CCOP”) prior to the CRII Merger (defined below) and is Cottonwood Residential O.P., LP (“CROP” or the “Operating Partnership”) after the CRII Merger. We are the sole member of the sole general partner of the Operating Partnership and own general partner interests in the Operating Partnership alongside third party limited partners. Cottonwood Communities, Inc. is a non-traded, perpetual-life, net asset value (“NAV”), real estate investment trust (“REIT”). We qualified as a REIT for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2019. We generally will not be subject to U.S. federal income taxes on our taxable income to the extent we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT. We conducted our initial public offering of common stock (the “Initial Offering”) from August 13, 2018 to December 22, 2020, for which we received gross proceeds of $122.0 million. The Initial Offering ended December 2020 as we pursued the 2021 Mergers described below. On November 4, 2021, after the 2021 Mergers were completed, we registered with the SEC an offering of up to $1.0 billion of shares of common stock (the “Follow-on Offering”), consisting of up to $900.0 million in shares of common stock offered in a primary offering (the “Primary Offering”) and $100.0 million in shares under our distribution reinvestment plan (the “DRP Offering”). As of December 31, 2022, we have raised gross proceeds of $173.5 million from the Follow-on Offering, including $2.5 million proceeds from the DRP Offering. On November 8, 2019, we commenced a private placement offering exempt from registration under the Securities Act pursuant to which we offered a maximum of $128.0 million in shares of Series 2019 Preferred Stock to accredited investors at a purchase price of $10.00 per share (the “2019 Private Offering”). The Private Offering was fully subscribed in March 2022, having received gross proceeds of $127.0 million. On December 13, 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”). We own and operate a diverse portfolio of investments in multifamily apartment communities located in targeted markets throughout the United States. As of December 31, 2022, our portfolio consists of ownership interests or structured investment interests in 34 multifamily apartment communities in 12 states with 9,820 units, including 1,293 units in four 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 four land sites planned for development. 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 on September 27, 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 (development project), Cottonwood on Broadway (development project) and Block C, a joint venture owning land held for development in two projects called Westerly and Millcreek North. Following the CMOF Merger, we acquired CMOF’s interest in these joint ventures, increasing our percentage ownership interest in the joint ventures as follows: Park Avenue, 100.0%, Cottonwood on Broadway, 100.0% and Block C, 79.0%. The remaining interests in the Block C joint venture are held either directly or indirectly by certain officers or directors, as well as certain employees of CROP and our advisor or its affiliates as discussed in Note 11 . The three development projects we acquired additional interests in as a result of the CMOF Merger were already consolidated by us. The 2021 Mergers On January 26, 2021, we entered into stock-for-stock and unit-for unit merger agreements with three affiliated REITs and their operating partnerships. The merger with Cottonwood Residential II, Inc. (“CRII”) and its operating partnership, CROP, (the “CRII Merger”) closed on May 7, 2021. The merger with Cottonwood Multifamily REIT I, Inc. (“CMRI”) and its operating partnership (the “CMRI Merger”) closed on July 15, 2021. The merger with Cottonwood Multifamily REIT II, Inc. (“CMRII”) and its operating partnership (the “CMRII Merger”) also closed on July 15, 2021. We refer to the CRII Merger, the CMRI Merger and the CMRII Merger as the “2021 Mergers.” CRII stockholders received (i) 2.015 shares of our Class A common stock in exchange for their shares of common stock, (ii) one share of our Series 2016 Preferred Stock in exchange for their CRII Series 2016 Preferred Stock, and (iii) one share of our Series 2017 Preferred Stock in exchange for their CRII Series 2017 Preferred Stock. CROP, the Operating Partnership of CRII, replaced CCOP as our operating partnership. The participating partnership units of CROP, which excluded preferred units, were split by a ratio of 2.015 (“CROP Unit Split”). Issued and outstanding partnership units of CCOP, which included Series 2019 Preferred Units, LTIP units, Special LTIP units, general partner units and common limited partnership units converted into corresponding units at CROP, the terms of which were identical to the converted CCOP partnership unit. After giving effect of the CROP Unit Split, each preferred unit, general partner unit, common limited partnership unit, and LTIP unit of CROP remained issued and outstanding. CMRI stockholders received 1.175 shares of our Class A common stock in exchange for their CMRI common stock. CMRII’s stockholders received 1.072 shares of our Class A common stock in exchange for their CMRII common stock. In connection with the mergers of the operating partnerships of each of CMRI and CMRII with and into CROP, the partnership units outstanding, which were split to equal the amount of the common stock outstanding and were converted into CROP common units at the same ratio as the common stock. Each asset held by CMRI and CMRII was owned through joint ventures with CROP. As a result of the consummation of the CMRI Merger and the CMRII Merger, our ownership interest in the properties held through joint ventures with CMRI and CMRII increased to 100% on July 15, 2021. Through the 2021 Mergers we acquired interests in 22 stabilized multifamily apartment communities, four multifamily development projects, one structured investment, and land held for development. We also acquired CRII’s property management business and its employees, an advisory contract with CMOF, and personnel who performed certain administrative and other services for us on behalf of CC Advisors III. CC Advisors III continues to manage our business as our external advisor pursuant to an amended and restated advisory agreement. With the exception of our Chief Legal Officer, Chief Operating Officer, Chief Accounting Officer and Chief Development Officer, we do not employ our executive officers. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying 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”). In the opinion of management, the accompanying consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with GAAP. Principles of Consolidation The consolidated financial statements include the accounts of the Company and subsidiaries under its control. The Operating Partnership and its subsidiaries are consolidated as they are controlled by CCI. All intercompany balances and transactions have been eliminated in consolidation. Some of our partially owned and unconsolidated properties are owned through a tenant in common (“TIC interest”) structure. TIC interests constitute separate and undivided interests in real property. TIC interests in properties for which we exercise significant influence are accounted for using the equity method of accounting until we have acquired a 100% interest in the property. Number of units and certain other measures used to describe real estate assets included in the notes to the consolidated financial statements are presented on an unaudited basis. Certain amounts in the prior year consolidated financial statements and notes to the 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. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Variable Interest Entities We invest in entities that qualify as variable interest entities (“VIEs”). All VIEs for which we are the primary beneficiary are consolidated. VIEs for which we are not the primary beneficiary are accounted for under the equity method. A VIE is a legal entity in which the equity investors at risk lack sufficient equity to finance the entity’s activities without additional subordinated financial support or, as a group, the equity investors at risk lack the power to direct the entity’s activities and the obligation to absorb the entity’s expected losses or the right to receive the entity’s expected residual returns. Qualitative and quantitative factors are considered in determining whether we are the primary beneficiary of a VIE, including, but not limited to, which activities most significantly impact economic performance, which party controls such activities, the amount and characteristics of our investments, the obligation or likelihood for us or other investors to provide financial support, and the management relationship of the property. CROP is a VIE as the limited partners lack substantive kick-out rights and substantive participating rights. We are the primary beneficiary of CROP as we have the power to direct the activities that most significantly impact economic performance and the rights to receive economic benefits. Substantially all of our assets and liabilities are held in CROP. In cases where we become the primarily beneficiary of a VIE, we recognized a gain or loss for the difference between the sum of (1) the fair value of any consideration paid, the fair value of the noncontrolling interest, and the reported amount of our equity method investment and (2) the net fair value of identifiable assets and liabilities of the VIE. Investments in Real Estate In accordance with Accounting Standards Codification Topic 805, Business Combinations , we determine whether an acquisition qualifies as a business combination or as an asset acquisition. We account for business combinations by recognizing assets acquired and liabilities assumed at their fair values as of the acquisition date and expensing transaction costs. Differences between the transaction price and the fair value of identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree, are accounted for as goodwill, or conversely, as a gain on bargain purchase. Transaction costs are included within general and administrative expenses on our consolidated statements of operations as incurred. The CRII Merger was accounted for as a business combination. We account for asset acquisitions by allocating the total cost to the individual assets acquired and liabilities assumed on a relative fair value basis. Real estate assets and liabilities include land, building, furniture, fixtures and equipment, other personal property, in-place lease intangibles and debt. Asset acquisition accounting is also used when we acquire a controlling interest through the acquisition of additional interests in partially owned real estate. Fair values are determined using methods similar to those used by independent appraisers, and include using replacement cost estimates less depreciation, discounted cash flows, market comparisons, and direct capitalization of net operating income. The fair value of debt assumed is determined using a discounted cash flow analysis based on remaining loan terms and principal. Discount rates are based on management’s estimates of current market interest rates for instruments with similar characteristics, and consider remaining loan term and loan-to-value ratio. The fair value of debt is a present value application which discounts the difference between the remaining contractual and market debt service payments at an equity discount rate. The equity discount rate is an estimated levered return and is calculated using the LTV, unlevered property discount rate, and a market rate. Real Estate Assets, Net We state real estate assets at cost, less accumulated depreciation and amortization. We capitalize costs related to the development, construction, improvement, and significant renovation of properties, which include capital replacements such as scheduled carpet replacement, new roofs, HVAC units, plumbing, concrete, masonry and other paving, pools and various exterior building improvements. We also capitalize salary costs directly attributable to significant renovation work. We compute depreciation on a straight-line basis over the estimated useful lives of the related assets. Intangible lease assets are amortized to depreciation and amortization over the remaining lease term. The useful lives of our real estate assets are as follows (in years): Land improvements 5 - 15 Buildings 30 Building improvements 5 - 15 Furniture, fixtures and equipment 5 - 15 Intangible lease assets Over lease term We expense ordinary maintenance and repairs to operations as incurred. We capitalize significant renovations and improvements that improve and/or extend the useful life of an asset and amortize over their estimated useful life, generally five Impairment of Long-Lived Assets Long-lived assets include real estate assets, acquired intangible assets, and investments in real-estate related loans. Intangible assets are amortized on a straight-line basis over their estimated useful lives. On an annual basis, we assess potential impairment indicators of long-lived assets. We also review for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Indicators that may cause an impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results and significant market or economic trends. When we determine the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more of the above indicators, we determine recoverability by comparing the carrying amount of the asset to the net future undiscounted cash flows the asset is expected to generate. We recognize, if appropriate, an impairment equal to the amount by which the carrying amount exceeds the fair value of the asset. No impairment losses were recognized for the years ended December 31, 2022 and 2021 related to our long-lived assets. Investments in Unconsolidated Real Estate Entities Real estate investments where we have significant noncontrolling influence and VIEs where we are not the primary beneficiary are accounted for under the equity method. Equity method investments in unconsolidated real estate entities are recorded at cost, adjusted for our share of net earnings or losses each period, and reduced by distributions. Equity in earnings or losses is generally recognized based on our ownership interest in the earnings or losses of the unconsolidated real estate entities. We follow the “look through” approach for classification of distributions from unconsolidated real estate entities in the consolidated statements of cash flows. Under this approach, distributions are reported under operating cash flow unless the facts and circumstances of a specific distribution clearly indicate that it is a return of capital (e.g., a liquidating dividend or distribution of the proceeds from the entity’s sale of assets), in which case it is reported as an investing activity. We assess potential impairment of investments in unconsolidated real estate entities whenever events or changes in circumstances indicate that the fair value of the investment is less than its carrying value. To the extent impairment has occurred, and is not considered temporary, the impairment is measured as the excess of the carrying amount of the investment over the fair value of the investment. No impairment losses were recognized for the years ended December 31, 2022 and 2021 related to our investments in unconsolidated real estate entities. Cash and Cash Equivalents We consider all cash on deposit, money market funds and short-term investments with original maturities of three months or less to be cash and cash equivalents. We maintain cash in demand deposit accounts at several major commercial banks where balances in individual accounts at times exceeds FDIC insured amounts. To reduce the risk associated with the failure of such financial institutions, we periodically evaluate the credit quality of the financial institutions in which we hold deposits. We have not experienced any losses in such accounts. Restricted Cash Restricted cash includes a construction bond, residents’ security deposits, cash in escrow for self-insurance retention, cash in escrow for acquisitions, escrow deposits held by title companies or by lenders for property taxes, insurance, debt service and replacement reserves, and utility deposits. Other Assets Other assets consist primarily of intangible assets acquired in connection with the CRII Merger, as well as receivables, interest rate caps, prepaid expenses, related party receivables and other assets. Unsecured Promissory Notes The 2017 6% Notes and the 2019 6% Notes are unsecured notes issued to investors outside of the United States. These unsecured promissory notes are described in Note 6 . These instruments are similar in nature, have fixed interest rates and maturity dates, and are denominated in U.S. dollars. Preferred Stock Series 2016 Preferred Stock, Series 2017 Preferred Stock, Series 2019 Preferred Stock, and our recently designated Series 2023 Preferred Stock are described in Note 8 . These instruments are similar in nature and are classified as liabilities on the consolidated balance sheet due to the mandatory redemption of these instruments on a fixed date for a fixed amount. Preferred stock distributions are recorded as interest expense. Debt Financing Costs Debt financing costs are presented as a direct deduction from the carrying amount of the associated debt liability, which includes mortgage notes, unsecured promissory notes, our revolving credit facility and preferred stock. Debt financing costs are amortized over the life of the related liability through interest expense. Revenue Recognition We lease our multifamily residential units with rents generally due on a monthly basis. Terms are one year or less, renewable upon consent of both parties on an annual or monthly basis. Rental and other property revenues is recognized in accordance with Accounting Standards Codification (“ASC”) No. 842, Leases (“Topic 842”). Rental and other property revenues represented 89% of our total revenue for the year ended December 31, 2022. Our non-lease related revenue consists of income earned from our property management, development, asset management and interest income from our investments in real-estate related loans. Property management and development revenue is derived primarily from our property management services, development and construction work, and internet services. Other revenues consists of interest revenue from our investments in real-estate related loans and asset management revenue from CMOF prior to the closing of the CMOF Merger on September 27, 2022. Non-lease revenues are recognized in accordance with Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“Topic 606”) (“ASU 2014-09”), as subsequently amended. The guidance requires that revenue (outside of the scope of Topic 842) is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. Performance Participation Allocation Under the terms of our operating partnership agreement, the Special Limited Partner, an affiliate of our advisor, is entitled to an allocation of CROP’s total return to its capital account. The receipt of the performance participation allocation is subject to the ongoing effectiveness of our advisory agreement. As the performance participation allocation is associated with the performance of a service by the advisor, it is expensed in our consolidated statements of operations. Refer to Note 11 . Income Taxes We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, beginning with the year ending December 31, 2019. The Company, as a REIT, is not subject to federal income tax with respect to that portion of its income that meets certain criteria and is distributed annually to stockholders. To continue to qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the REIT’s taxable income, excluding net capital gains, to stockholders. We have adhered to, and intend to continue to adhere to, these requirements to maintain REIT status. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants relief under certain statutory provisions. As a qualified REIT, we are still subject to certain state and local taxes and may be subject to federal income and excise taxes on undistributed taxable income. In addition, taxable income from activities managed through our taxable REIT subsidiary (“TRS”) are subject to federal, state and local income taxes. Provision for such taxes has been included in income tax expense on our consolidated statements of operations. CROP is generally not subject to federal and state income taxes. OP Unit holders, including CCI, are subject to tax on their respective allocable shares of CROP’s taxable income. However, there are certain states that require an entity level tax on CROP. We determine deferred tax assets and liabilities applicable to the TRS based on differences between financial reporting and tax bases of existing assets and liabilities. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, only to the extent that it is more likely than not that future taxable profits will be available against which they can be utilized. We recognize interest and penalties relating to uncertain tax positions in income tax expense when incurred. In 2022 we had $37.7 million of net Section 1231 gains allocated to our TRS, primarily from a promote received from an incentive allocation agreement. Refer to Note 10 . We recorded deferred tax liabilities of $9.2 million related to these gains in 2022. They are deferred as these Section 1231 gains have been or will be contributed to a Qualified Opportunity Zone fund, which provides tax benefits for development programs located in designated areas. We expect that these deferred tax liabilities will be realized in 2026. For the year ended December 31, 2022, we had an income tax provision of $8.0 million, of which $0.4 million was current and $7.6 million was deferred. For the year ended December 31, 2021, we had an income tax provision of $1.2 million of which $1.1 million was current and $0.1 million was deferred. As of December 31, 2022 and 2021, our net deferred tax liability was $9.7 million and $2.1 million, respectively, and is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheet. Noncontrolling Interests The portion of ownership interests in consolidated entities not held by CCI are reported as noncontrolling interests. Equity and net income (loss) attributable to CCI and to noncontrolling interests are presented separately on the consolidated financial statements. Changes in noncontrolling ownership interests, as in the case of the CMRI Merger and CMRII Merger, are accounted for as equity transactions. Noncontrolling interest – limited partners – These noncontrolling interests represent ownership interest in CROP (“CROP Unit”) not held by CCI, the general partner. Net income or loss is allocated to these limited partners of CROP based on their ownership percentage. Issuance of additional common stock by CCI or CROP Units to limited partners changes the ownership interests of both CCI and the limited partners of CROP. Consistent with the one-for-one relationship between the CROP Units issued to CCI, limited partners are attributed a share of net income or loss in CROP based on their weighted-average ownership interest in CROP during the period. Noncontrolling interest – partially owned entities – These noncontrolling interests represent ownership interests that are not held by us in consolidated entities. Net income (loss) is allocated to noncontrolling interests in partially owned entities based on ownership percentage in those entities. Refer to Note 12 for more information on our noncontrolling interests. 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 December 31, 2022, we had incurred $16.1 million of organization and offering costs with the Follow-on Offering. Organization and offering costs in the 2019 Private Offering were 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. Organization and offering costs in the 2023 Private Offering are paid by us and will be deferred and amortized up to the redemption date through interest expense. We incurred $0.2 million of organization and offering costs related to the 2023 Private Offering as of December 31, 2022. Recent Accounting Pronouncements The following table provides a brief description of recent accounting pronouncements that could have a material effect on our consolidated financial statements: Standard Description Required date of adoption Effect on the Financial Statements or Other Significant Matters ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments This ASU requires entities to estimate a lifetime expected credit loss for most financial assets, including trade and other receivables and other long-term financings including available for sale and held-to-maturity debt securities, and loans. Subsequently, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, which amends the scope of ASU 2016-13 and clarified that receivables arising from operating leases are not within the scope of the standard and should continue to be accounted for in accordance with the leases standard (Topic 842). January 1, 2023 ASU 2016-13 affects entities holding financial assets and net investments in leases that are not accounted for at fair value through net income. The amendments in ASU 2016-13 require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. We have evaluated the impact of adopting the new standard and do not expect significant adjustments to the consolidated financial statements as a result of adoption of this standard. |
Restatement of Previously Issue
Restatement of Previously Issued Consolidated Financial Statements | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Consolidated Financial Statements | Restatement of Previously Issued Consolidated Financial Statements On September 1, 2023, the audit committee of the board of directors of the Company concluded, after discussion with management, that the previously issued unaudited consolidated financial statements for the periods ended March 31, 2022, June 30, 2022 and September 30, 2022, included in the Company’s Quarterly Reports on Form 10-Q filed with the SEC on May 12, 2022, August 12, 2022, and November 9, 2022, respectively, and the audited consolidated financial statements for the year ended December 31, 2022 included in the Annual Report on Form 10-K as filed with the SEC on March 24, 2023, and each as included in any reports, presentations or similar communications of the Company's financial results, should no longer be relied upon due to a material error related to an inaccurate presentation of the change in cash flows ascribed to financing and operating activities in the consolidated statement of cash flows. As a result of the error, the aforementioned financial statements have been restated in accordance with Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections. We have restated our audited consolidated financial statements for the year ended December 31, 2022, as described in this note; and our unaudited consolidated financial statements for the periods ended March 31, 2022, June 30, 2022 and September 30, 2022 as described in Note 15 ; collectively referred to as the “Restatement”. We have also updated all accompanying footnotes and disclosures affected by the Restatement and other immaterial corrections discussed below. Amounts depicted as “As Restated” in the consolidated financial statements and footnotes include the impact of the Restatement. The Restatement corrects the inaccurate presentation of the change in cash flows ascribed to financing and operating activities in the consolidated statement of cash flows due to the incorrect inclusion of accrued deferred offering costs in the financing activity section of the consolidated statement of cash flows and in the changes in accounts payable, accrued expenses, and other liabilities in the operating activity section of the consolidated statement of cash flows. The adjustment to the consolidated statement of cash flows is as follows (in thousands): Year Ended December 31, 2022 As Previously Reported Restatement Adjustment Other Adjustments (1) As Restated Cash flows from operating activities: Deferred taxes $ — $ — $ 7,622 $ 7,622 Accounts payable, accrued expenses and other liabilities $ 15,232 $ (4,791) $ (7,622) $ 2,819 Net cash provided by operating activities $ 8,559 $ (4,791) $ — $ 3,768 Cash flows from investing activities: Acquisitions of real estate, net of cash acquired $ (148,216) $ — $ 5,603 $ (142,613) Net cash used in investing activities $ (166,723) $ — $ 5,603 $ (161,120) Cash flows from financing activities: Borrowings under mortgage notes and term loans $ 469,976 $ — $ (5,603) $ 464,373 Offering costs paid on issuance of common stock $ (14,376) $ 4,791 $ — $ (9,585) Net cash provided by financing activities $ 208,298 $ 4,791 $ (5,603) $ 207,486 Supplemental disclosure of non-cash investing and financing activities: Increase in accrued deferred offering costs $ — $ 4,791 $ — $ 4,791 Cottonwood Ridgeview Acquisition Real estate assets, net of cash acquired $ 62,636 $ — $ 5,531 $ 68,167 Mortgage note $ 58,192 $ — $ 5,603 $ 63,795 (1) Other adjustments include moving $7.6 million for the change in deferred tax liabilities from accounts payable, accrued expenses and other liabilities to a separate line within cash flows from operating activities titled “Deferred taxes” and moving $5.6 million from borrowings under mortgage notes and term loans in cash flows from financing activities to acquisitions of real estate, net of cash acquired, in cash flows from investing activities. These other adjustments are immaterial and do not change overall cash flows from operating activities. The Restatement adjustment reduced the amount for changes in accounts payable, accrued expenses and other liabilities to $10.4 million. The $2.8 million ending number includes the impact of the Restatement adjustment and the other adjustment for deferred taxes. See Note 1 5 We have included immaterial adjustments to the partnership equity amounts between us and our limited partners to align the net equity carrying balance 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 shows the effect of this reallocation for the years ended December 31, 2022 and 2021 (in thousands): As Previously Reported Reallocation Adjustment As Adjusted As of December 31, 2021 Additional paid-in capital $ 252,035 $ 23,786 $ 275,821 Noncontrolling interests - limited partners $ 291,258 $ (23,786) $ 267,472 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 The effect of the reallocation for the periods ended March 31, 2022, June 30, 2022 and September 30, 2022 is described in Note 15 . We have also included an immaterial adjustment to the consolidated statement of stockholder’s equity for the year ended December 31, 2021 to adjust the fair value of noncontrolling interest for CMRI and CMRII recorded with the CRII Merger in 2021 as follows (in thousands): Noncontrolling interests - partially owned entities Total Equity and Noncontrolling Interests As Previously Reported Adjustment As Adjusted As Previously Reported Adjustment As Adjusted CRII Merger $ 218,380 $ (8,009) $ 210,371 $ 586,316 $ (8,009) $ 578,307 CMRI Merger $ (79,447) $ 5,585 $ (73,862) $ (9,353) $ 5,585 $ (3,768) CMRII Merger $ (63,752) $ 2,424 $ (61,328) $ (6,376) $ 2,424 $ (3,952) The correction decreased intangible assets recorded with the CRII Merger and reduced the fair value of noncontrolling interest recorded for CMRI and CMRII. These adjustments are reflected in the footnote disclosures for the CRII Merger, CMRI Merger and CMRII Merger found in Note 4 below and in the supplemental disclosure of non-cash investing and financing activities for the year ended 2021. As described in Note 3 , we have restated our unaudited consolidated financial statements for the periods ended March 31, 2022, June 30, 2022 and September 30, 2022 due to the inaccurate presentation of the change in cash flows ascribed to financing and operating activities in the consolidated statement of cash flows. The following tables present the effect of the Restatement on the consolidated statement of cash flows for these quarterly periods (in thousands): Three Months Ended March 31, 2022 As Previously Reported Restatement Adjustment As Restated Cash flows from operating activities: Net loss $ (6,888) $ — $ (6,888) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 11,268 — 11,268 Share-based compensation 865 — 865 Other operating 1,312 — 1,312 Loss on debt extinguishment 551 — 551 Equity in earnings of unconsolidated real estate entities (2,670) — (2,670) Distributions from unconsolidated real estate entities - return on capital 2,235 — 2,235 Changes in operating assets and liabilities: Other assets (1,170) — (1,170) Performance participation allocation 19,934 — 19,934 Performance participation allocation payment (51,761) — (51,761) Accounts payable, accrued expenses and other liabilities 11,518 (1,592) 9,926 Net cash used in operating activities (14,806) (1,592) (16,398) Cash flows from investing activities: Capital expenditures and development activities (18,488) — (18,488) Investments in unconsolidated real estate entities (197) — (197) Distributions from unconsolidated real estate entities - return on capital 38,769 — 38,769 Contributions to investments in real-estate related loans — — — Net cash provided by investing activities 20,084 — 20,084 Cash flows from financing activities: Principal payments on mortgage notes (404) — (404) Borrowings from revolving credit facility 52,800 — 52,800 Repayments on revolving credit facility (72,800) — (72,800) Borrowings under mortgage notes and term loans 369,500 — 369,500 Repayments of mortgage notes and term loans (218,693) — (218,693) Deferred financing costs on mortgage notes and term loans (4,036) — (4,036) Borrowings from construction loans 9,178 — 9,178 Repayments of construction loans (59,660) — (59,660) Proceeds from issuance of Series 2019 Preferred Stock 14,162 — 14,162 Redemption of preferred stock (2,738) — (2,738) Offering costs paid on issuance of preferred stock (1,693) — (1,693) Repurchase of unsecured promissory notes (96) — (96) Proceeds from issuance of common stock 33,395 — 33,395 Repurchase of common stock/OP Units (3,394) — (3,394) Offering costs paid on issuance of common stock (2,959) 1,592 (1,367) Contributions from noncontrolling interests 662 — 662 Distributions to common stockholders (4,174) — (4,174) Distributions to noncontrolling interests - limited partners (5,460) — (5,460) Distributions to noncontrolling interests - partially owned entities (4,073) — (4,073) Net cash provided by financing activities 99,517 1,592 101,109 Net increase in cash and cash equivalents and restricted cash 104,795 — 104,795 Cash and cash equivalents and restricted cash, beginning of period 45,390 — 45,390 Cash and cash equivalents and restricted cash, end of period $ 150,185 $ — $ 150,185 Reconciliation of cash and cash equivalents and restricted cash to Cash and cash equivalents $ 121,890 $ — $ 121,890 Restricted cash 28,295 — 28,295 Total cash and cash equivalents and restricted cash $ 150,185 $ — $ 150,185 Supplemental disclosure of non-cash investing and financing activities: Increase in accrued deferred offering costs $ — $ 1,592 $ 1,592 Six Months Ended June 30, 2022 As Previously Reported Restatement Adjustment Other Adjustment (1) As Restated Cash flows from operating activities: Net loss $ (19,882) $ — $ — $ (19,882) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 23,259 — — 23,259 Gain on sale of investments in unconsolidated real estate entities (7,634) — — (7,634) Share-based compensation 1,596 — — 1,596 Deferred taxes — — 7,262 7,262 Other operating 3,014 — — 3,014 Loss on debt extinguishment 481 — — 481 Equity in earnings of unconsolidated real estate entities (6,723) — — (6,723) Distributions from unconsolidated real estate entities - return on capital 6,423 — — 6,423 Changes in operating assets and liabilities: Other assets (3,498) — — (3,498) Performance participation allocation 30,078 — — 30,078 Performance participation allocation payment (51,761) — — (51,761) Accounts payable, accrued expenses and other liabilities 17,439 (3,061) (7,262) 7,116 Net cash used in operating activities (7,208) (3,061) — (10,269) Cash flows from investing activities: Acquisitions of real estate, net of cash acquired (93,985) — — (93,985) Capital expenditures and development activities (31,341) — — (31,341) Investments in unconsolidated real estate entities (197) — — (197) Proceeds from sale of investments in unconsolidated real estate entities 28,734 — — 28,734 Distributions from unconsolidated real estate entities - return on capital 38,769 — — 38,769 Net cash provided by investing activities (58,020) — — (58,020) Cash flows from financing activities: Principal payments on mortgage notes (793) — — (793) Borrowings from revolving credit facility 138,000 — — 138,000 Repayments on revolving credit facility (98,000) — — (98,000) Borrowings under mortgage notes and term loans 464,372 — — 464,372 Repayments of mortgage notes and term loans (231,177) — — (231,177) Deferred financing costs on mortgage notes and term loans (4,931) — — (4,931) Borrowings from construction loans 22,915 — — 22,915 Repayments of construction loans (59,660) — — (59,660) Proceeds from issuance of Series 2019 Preferred Stock 15,472 — — 15,472 Redemption of preferred stock (142,616) — — (142,616) Offering costs paid on issuance of preferred stock (1,708) — — (1,708) Repurchase of unsecured promissory notes (96) — — (96) Proceeds from issuance of common stock 87,600 — — 87,600 Repurchase of common stock/OP Units (9,432) — — (9,432) Offering costs paid on issuance of common stock (7,170) 3,061 — (4,109) Contributions from noncontrolling interests 11,758 — — 11,758 Distributions to common stockholders (8,774) — — (8,774) Distributions to noncontrolling interests - limited partners (11,018) — — (11,018) Distributions to noncontrolling interests - partially owned entities (4,195) — — (4,195) Net cash provided by financing activities 160,547 3,061 — 163,608 Net increase in cash and cash equivalents and restricted cash 95,319 — — 95,319 Cash and cash equivalents and restricted cash, beginning of period 45,390 — — 45,390 Cash and cash equivalents and restricted cash, end of period $ 140,709 $ — $ — $ 140,709 Reconciliation of cash and cash equivalents and restricted cash to Cash and cash equivalents $ 72,640 $ — $ — $ 72,640 Restricted cash 68,069 — — 68,069 Total cash and cash equivalents and restricted cash $ 140,709 $ — $ — $ 140,709 Supplemental disclosure of non-cash investing and financing activities: Increase in accrued deferred offering costs $ — $ 3,061 $ — $ 3,061 (1) The change in deferred tax liabilities was moved from accounts payable, accrued expenses and other liabilities to a separate line within cash flows from operating activities titled “Deferred taxes”. This other adjustment is immaterial and does not change overall cash flows from operating activities. The other adjustment changed the ending amount for changes in accounts payable, accrued expenses and other liabilities from $14.4 million to $7.1 million. Nine Months Ended September 30, 2022 As Previously Reported Restatement Adjustment Other Adjustments (1) As Restated Cash flows from operating activities: Net loss $ (32,209) $ — $ — $ (32,209) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 37,549 — — 37,549 Gain on sale of investments in unconsolidated real estate entities (7,810) — — (7,810) Share-based compensation 2,743 — — 2,743 Deferred taxes — — 7,262 7,262 Other operating 4,802 — — 4,802 Loss on debt extinguishment 481 — — 481 Equity in earnings of unconsolidated real estate entities (8,705) — — (8,705) Distributions from unconsolidated real estate entities - return on capital 8,389 — — 8,389 Changes in operating assets and liabilities: Other assets (2,647) — — (2,647) Performance participation allocation 31,160 — — 31,160 Performance participation allocation payment (51,761) — — (51,761) Accounts payable, accrued expenses and other liabilities 19,609 (4,404) (7,262) 7,943 Net cash provided by (used in) operating activities 1,601 (4,404) — (2,803) Cash flows from investing activities: Acquisitions of real estate, net of cash acquired (148,216) — 5,603 (142,613) Settlement of related party notes and liabilities assumed with the CMOF Merger (1,469) — — (1,469) Capital expenditures and development activities (77,235) — — (77,235) Investments in unconsolidated real estate entities (197) — — (197) Proceeds from sale of investments in unconsolidated real estate entities 28,910 — — 28,910 Distributions from unconsolidated real estate entities - return on capital 38,769 — — 38,769 Proceeds from settlement of investments in real-estate related loans 13,000 — — 13,000 Net cash provided by investing activities (146,438) — 5,603 (140,835) Cash flows from financing activities: Principal payments on mortgage notes (1,186) — — (1,186) Borrowings from revolving credit facility 168,000 — — 168,000 Repayments on revolving credit facility (141,000) — — (141,000) Borrowings under mortgage notes and term loans 469,976 — (5,603) 464,373 Repayments of mortgage notes and term loans (231,177) — — (231,177) Deferred financing costs on mortgage notes and term loans (5,067) — — (5,067) Borrowings from construction loans 30,642 — — 30,642 Repayments of construction loans (59,660) — — (59,660) Proceeds from issuance of Series 2019 Preferred Stock 15,472 — — 15,472 Redemption of preferred stock (142,720) — — (142,720) Offering costs paid on issuance of preferred stock (1,708) — — (1,708) Proceeds from issuance of common stock 145,008 — — 145,008 Repurchase of common stock/OP Units (15,840) — — (15,840) Offering costs paid on issuance of common stock (11,918) 4,404 — (7,514) Contributions from noncontrolling interests 11,935 — — 11,935 Distributions to common stockholders (13,842) — — (13,842) Distributions to noncontrolling interests - limited partners (16,507) — — (16,507) Distributions to noncontrolling interests - partially owned entities (4,311) — — (4,311) Other financing activities (96) — — (96) Net cash provided by financing activities 196,001 4,404 (5,603) 194,802 Net increase in cash and cash equivalents and restricted cash 51,164 — — 51,164 Cash and cash equivalents and restricted cash, beginning of period 45,390 — — 45,390 Cash and cash equivalents and restricted cash, end of period $ 96,554 $ — $ — $ 96,554 (1) Other adjustments include the $7.3 million change in deferred tax liabilities move from accounts payable, accrued expenses and other liabilities to a separate line within cash flows from operating activities titled “Deferred taxes” and the movement of $5.6 million from borrowings under mortgage notes and term loans in cash flows from financing activities to acquisitions of real estate, net of cash acquired, in cash flows from investing activities. These other adjustments are immaterial and do not change overall cash flows from operating activities. The other adjustment for deferred taxes changed the ending amount for changes in accounts payable, accrued expenses and other liabilities from $15.2 million to $7.9 million. Nine Months Ended September 30, 2022 (Continued) As Previously Reported Restatement Adjustment Other Adjustment As Restated Reconciliation of cash and cash equivalents and restricted cash to Cash and cash equivalents $ 63,045 $ — $ — $ 63,045 Restricted cash 33,509 — — 33,509 Total cash and cash equivalents and restricted cash $ 96,554 $ — $ — $ 96,554 Supplemental disclosure of non-cash investing and financing activities: Increase in accrued deferred offering costs $ — $ 4,404 $ — $ 4,404 CMOF Merger CMOF related party notes assumed $ 1,327 $ — $ — $ 1,327 Net other liabilities assumed $ 142 $ — $ — $ 142 Cottonwood Ridgeview Acquisition Real estate assets, net of cash acquired $ 62,636 $ — $ 5,531 $ 68,167 Mortgage note $ 58,192 $ — $ 5,603 $ 63,795 Other assets and liabilities assumed, net $ 642 $ — $ — $ 642 Value of OP Units issued for real estate assets $ 2,930 $ — $ — $ 2,930 Cottonwood Clermont Acquisition Assumption of mortgage note $ 35,521 $ — $ — $ 35,521 Also as described in Note 3 , the following table summarizes immaterial adjustments to the partnership equity amounts between us and our limited partners to align the net equity carrying balance to the respective partners’ ownership percentage for the quarterly periods indicated (in thousands): As Previously Reported Adjustment As Adjusted 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 September 30, 2022 Additional paid-in capital $ 413,328 $ (9,394) $ 403,934 Noncontrolling interests - limited partners $ 266,836 $ 9,394 $ 276,230 |
Real Estate Assets, Net
Real Estate Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Real Estate Assets, Net | Real Estate Assets, Net The following table summarizes the carrying amounts of our consolidated real estate assets ($ in thousands): December 31, 2022 December 31, 2021 Land $ 267,876 $ 202,531 Building and improvements 1,348,019 1,074,126 Furniture, fixtures and equipment 54,067 37,463 Intangible assets 40,692 34,905 Construction in progress (1) 106,223 127,493 1,816,877 1,476,518 Less: Accumulated depreciation and amortization (119,270) (68,035) Real estate assets, net $ 1,697,607 $ 1,408,483 (1) Includes construction in progress for our development projects and capitalized costs for improvements not yet placed in service at our stabilized properties. CMOF Merger The acquisition of an additional ownership interest of a consolidated entity is accounted for as an equity transaction. The three development projects we acquired additional interests in as a result of the CMOF Merger were already consolidated by us. Accordingly, CMOF’s noncontrolling interest in the three investments was reduced by its carrying amount, and the difference between the carrying amount and the consideration paid was recorded as an adjustment to our equity through additional paid-in capital 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 CROP 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 Asset acquisitions The following table summarizes the purchase price allocation of the real estate assets acquired or consolidated via asset acquisitions during the year ended December 31, 2022 (in thousands): Allocated Amounts Property Location Date Consolidated Building Land Furniture, Fixtures, and Equipment Lease Intangibles Debt Fair Value Adjustment Total Cottonwood Lighthouse Point Pompano Beach, FL 6/22/22 $ 76,322 $ 13,647 $ 3,854 $ 1,783 $ — $ 95,606 Cottonwood Ridgeview Plano, TX 9/19/22 54,337 9,275 3,383 1,603 1,504 70,102 Cottonwood Clermont Clermont, FL 9/21/22 67,400 5,705 7,561 1,792 3,428 85,886 $ 198,059 $ 28,627 $ 14,798 $ 5,178 $ 4,932 $ 251,594 The acquisition of Cottonwood Lighthouse Point was funded with debt of $48.0 million and available cash. Cottonwood Ridgeview was consolidated when we issued 141,543 CROP Units to acquire the remaining 9.5% tenant-in-common interests in the property. The value of the CROP Units was $2.9 million on the close date based on the net asset value of CROP Units as of August 31, 2022. Cottonwood Ridgeview was previously accounted for as an equity method investment. The acquisition of Cottonwood Clermont 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 acquisition was 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 owns land for the development of two projects called 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 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. The joint venture consists of cash, land held for development, and payables. Refer to Note 11 for further information on the Block C recapitalization. Alpha Mill Transaction On November 2, 2021, we sold TIC interests in Alpha Mill totaling 43% to certain unaffiliated third parties through a private offering for $34.8 million. Under the terms of the private offering, we have the option to re-acquire the TIC interests at fair value beginning on the second anniversary after the sale. The purchaser may elect to receive limited partnership units in the Operating Partnership or cash in the event we exercise our option. As a result of this transaction, Alpha Mill was deconsolidated and we recorded a gain on sale of $10.8 million. After November 2, 2021, our remaining ownership interest in Alpha Mill is recorded as an investment in unconsolidated real estate. Refer to Note 5 . CRII Merger On May 7, 2021, we completed the CRII Merger, which was accounted for as a business combination in accordance with ASC 805, Business Combinations (“ASC 805”). Based on an evaluation of the relevant factors and the guidance in ASC 805, CCI was determined to be both the legal and accounting acquirer. In order to make this determination, various factors were analyzed including which entity issued its equity interests, relative voting rights, existence of noncontrolling interests, control of the board of directors, management composition, relative size, transaction initiation, operational structure, relative composition of employees, and other factors. The most significant factor identified was the relative voting rights, as CCI stockholders hold the majority of the controlling financial (voting) interests. CCI also initiated the transaction and was the entity issuing common equity interests in the merger. The consideration given in exchange for CRII was as follows ($ in thousands, except share and per share data): CRII Common stock issued and outstanding 213,434 Exchange ratio 2.015 CCI common stock issued as consideration 430,070 CCI’s estimated value per share as of May 7, 2021 $ 10.83 Value of CCI common stock issued as consideration $ 4,658 The allocation of the purchase price below required significant judgment and represented management’s best estimate of the fair value as of the acquisition date. The following table shows the purchase price allocation of CRII’s identifiable assets and liabilities assumed as of May 7, 2021 ($ in thousands): Assets Real estate assets (1) $ 1,291,030 Investments in unconsolidated real estate entities 120,775 Cash and cash equivalents 31,799 Restricted cash 20,144 Other assets (2) 34,317 Total assets acquired $ 1,498,065 Liabilities Mortgage notes, net $ 622,095 Construction loans 64,114 Preferred stock 143,979 Unsecured promissory notes 48,643 Accounts payable, accrued expenses and other liabilities 40,926 Total liabilities assumed 919,757 Consolidated net assets acquired 578,308 Noncontrolling interests (3) (573,650) Net assets acquired $ 4,658 (1) Real estate assets acquired in connection with the CRII Merger include $33.2 million of intangible lease assets, which have a weighted-average amortization period of 0.5 years. As such, based on the May 7, 2021 merger date, the intangible lease assets acquired from the CRII Merger have been fully amortized by December 31, 2021. (2) Other assets includes $24.1 million of intangible assets from the CRII Merger. The $24.1 million of intangible assets have a weighted-average amortization period of 8.8 years, and include $22.2 million related to the acquisition of CRII’s property management and ancillary businesses (with a weighted-average amortization period of 9.2 years) and $1.9 million related to acquired disposition fees on certain properties and promotes on development assets (with a weighted-average amortization period of 3.8 years). (3) The fair value of noncontrolling interests is based on the fair value of assets and liabilities held by the noncontrolling interests at their ownership share. These values were determined using methods similar to those used by independent appraisers, and include using replacement cost estimates less depreciation, discounted cash flows, market comparisons, and direct capitalization of net operating income. As a result of the CRII Merger we consolidated 17 multifamily apartment communities and four development properties as well as added six multifamily apartment communities accounted for under the equity method of accounting. The results of operations for the CRII Merger are included in the Company's statements of operations beginning on the May 7, 2021 merger closing date onward. The accompanying statements of operations include the following revenue and net income (loss) generated from the assets acquired and liabilities assumed with the CRII Merger (in thousands): Year Ended Period From May 7, 2021 Revenue $ 114,474 $ 70,211 Net income (loss) (1) $ 29,912 $ (36,830) (1) The primary reasons for the changes in net income (loss) related to asset acquired and liabilities assumed with the CRII Merger for the year ended December 31, 2022 compared to the prior year are the $30.7 million incentive allocation promote recognized in 2022, the burn off of amortization in 2021 from the CRII Merger related intangibles, and a full year of income from the acquired assets in 2022 compared to less than eight months of income in 2021. Pro Forma Financial Information (unaudited) The following condensed pro forma operating information is presented as if the CRII Merger occurred in 2020 and had been included in operations as of January 1, 2020. The pro forma operating information excludes certain nonrecurring adjustments, such as acquisition fees and expenses incurred, to reflect the pro forma impact the acquisition would have on earnings on a continuous basis (in thousands): Year Ended December 31, 2022 2021 Pro forma revenue: Historic results $ 138,302 $ 83,181 CRII Merger (excluding those in historic results) — 34,140 Total $ 138,302 $ 117,321 Pro forma net loss: Historic results $ (34,030) $ (106,905) CRII Merger (excluding those in historic results) — (13,298) Total $ (34,030) $ (120,203) The pro forma information is not necessarily indicative of the results which actually would have occurred if the business combination had occurred on the first day of the periods presented, nor does the pro forma financial information purport to represent the results of operations for future periods. CMRI Merger and CMRII Merger With the closing of the CRII Merger in May 2021, we consolidated the properties that CMRI and CMRII invested in through joint ventures with CROP. As a result of the consummation of the CMRI Merger and the CMRII Merger in July 2021, our ownership interest in these properties increased to 100%. The acquisition of an additional ownership interest of a consolidated entity is accounted for as an equity transaction. Accordingly, CMRI’s and CMRII’s noncontrolling interest in the properties was reduced by its carrying amount, and the difference between the carrying amount and the consideration paid was recorded as an adjustment to our equity through additional paid-in capital. Information regarding these equity transactions is as follows (in thousands, except share and per share data): 2021 Consideration CMRI Merger CMRII Merger Common stock issued and outstanding 4,904,045 4,881,490 Exchange ratio 1.175 1.072 CCI common stock issued as consideration 5,762,253 5,232,957 Per share value of CCI Common Stock $ 11.7865 $ 11.7865 Fair value of CCI Common Stock issued $ 67,917 $ 61,678 Settlement of CMRI and CMRII promissory notes and interest with CROP 1,545 2,475 Net liabilities assumed 2,223 1,477 Total consideration $ 71,685 $ 65,630 2021 Change in equity CMRI Merger CMRII Merger Carrying amount of noncontrolling interest $ 73,862 $ 61,328 Total consideration 71,685 65,630 Additional paid in capital adjustment $ 2,177 $ (4,302) Fair value of CCI Common Stock issued $ 67,917 $ 61,678 Additional paid in capital adjustment 2,177 (4,302) Total change in equity $ 70,094 $ 57,376 |
Investments in Unconsolidated R
Investments in Unconsolidated Real Estate | 12 Months Ended |
Dec. 31, 2022 | |
Real Estate [Abstract] | |
Investments in Unconsolidated Real Estate Entities | Investments in Unconsolidated Real Estate Entities Our investments in unconsolidated real estate entities consist of ownership interests in stabilized properties and preferred equity investments as follows as of December 31, 2022 and 2021 (in thousands): Balance at December 31, Property / Development Location % Owned 2022 2021 Stabilized Properties 3800 Main (1) Houston, TX 0% (1) $ — $ 10,347 Alpha Mill (2) (3) Charlotte, NC 28.3% 10,470 22,034 Cottonwood Bayview (2) St. Petersburg, FL 71.0% 30,792 31,399 Cottonwood Ridgeview (4) Plano, TX 100% (4) — 34,352 Fox Point (2) Salt Lake City, UT 52.8% 14,794 16,056 Toscana at Valley Ridge (2) Lewisville, TX 58.6% 9,382 9,370 Melrose Phase II (2) (5) Nashville, TN 79.8% (5) 6,185 15,523 Preferred Equity Investments Lector85 (6) Ybor City, FL 10,006 13,010 Astoria West (formerly Vernon) Queens, NY 20,567 18,079 801 Riverfront West Sacramento, CA 20,259 16,884 417 Callowhill Philadelphia, PA 9,949 — Other 803 3,679 Total $ 133,207 $ 190,733 (1) On June 23, 2022, 3800 Main was sold. We received $16.8 million in cash for the sale and recognized a gain of $7.3 million. (2) We account for our tenant in common interests in these properties as equity method investments. Refer to Note 2 . (3) On April 7, 2022, we sold 28.9% of our ownership interest in Alpha Mill for $11.9 million to certain third parties and recognized a gain of $0.8 million. Our remaining ownership in Alpha Mill is 28.3%. (4) On September 19, 2022, we issued 141,543 CROP Units for the remaining 9.5% tenant-in-common interests in Cottonwood Ridgeview, resulting in the consolidation of the property from that date onward. The value of the CROP Units on the close date was $2.9 million based on the net asset value of CROP Units as of August 31, 2022. (5) On December 28, 2021, we bought an additional 54.9% interest in Melrose Phase II for $10.6 million, increasing our ownership to 79.8%. (6) On December 2, 2022, we received a distribution of $4.8 million from our Lector85 preferred equity investment as payment for interest accrued. With the exception of Alpha Mill, our investments in unconsolidated real estate entities for the stabilized properties above were acquired with the CRII Merger. Alpha Mill was 100% owned by us and consolidated at the time of the CRII Merger but was subsequently deconsolidated in November 2021 when we sold a portion of our interest in the property. Refer to Note 4 . Equity in earnings for our stabilized assets for the year ended December 31, 2022 was $3.6 million. Equity in losses for our stabilized assets during the period from the CRII Merger closing on May 7, 2021 to December 31, 2021 was $6.1 million. During March 2022, we received $30.4 million and $8.3 million in distributions as a return of capital from debt refinances at Cottonwood Ridgeview and Melrose Phase II, respectively. The following is a summary of certain balance sheet and operating data for our stabilized properties ($ in thousands): Operating data: 2022 - For the Period Held as Equity Method Investments 2021 - For the Period Held as Equity Method Investments Total revenues $ 35,514 $ 23,514 Total operating expenses 14,258 9,941 Total other expenses (18,871) (24,672) Net income (loss) 2,385 (11,099) Balance sheet data: December 31, 2022 December 31, 2021 Real estate assets $ 309,404 $ 440,853 Cash and cash equivalents 4,270 6,361 Total assets 319,734 452,972 Mortgage notes, net 193,939 250,224 Total liabilities 197,365 255,768 Our preferred equity investments are development projects with liquidation rights and priorities that are different from ownership percentages. As such, equity in earnings is determined using the hypothetical liquidation book value (“HLBV”) method. Income or loss is recorded based on changes in what would be received should the entity liquidate all of its assets (as valued in accordance with GAAP) and distribute the resulting proceeds based on the terms of the respective agreements. The HLBV method is a balance sheet focused approach commonly applied to equity investments where cash distribution percentages vary at different points in time and are not directly linked to an equity holder’s ownership percentage. Equity in earnings for our preferred equity investments for the years ended December 31, 2022 and 2021 were $8.8 million and $5.6 million, respectively. During the year ended December 31, 2022, we funded $8.7 million towards the 417 Callowhill preferred equity investment and had a remaining commitment of $24.7 million. During the year ended December 31, 2021, we funded the remaining $12.4 million commitment on our 801 Riverfront preferred equity investment. As of December 31, 2022, we had fully funded our commitments on the Lector85, Astoria West and 801 Riverfront preferred equity investments. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Mortgage Notes and Revolving Credit Facility The following table is a summary of the mortgage notes and revolving credit facility secured by our properties as of December 31, 2022 and 2021 ($ in thousands): Principal Balance Outstanding Indebtedness Weighted-Average Interest Rate Weighted-Average Remaining Term (1) December 31, 2022 December 31, 2021 Fixed rate loans Fixed rate mortgages 3.62% 5.2 Years $ 528,308 $ 213,009 Total fixed rate loans 528,308 213,009 Variable rate loans (2) Floating rate mortgages 5.52% (3) 6.7 Years 426,130 407,022 Variable rate revolving credit facility (4) 5.79% 2.2 Years 54,000 20,000 Total variable rate loans 480,130 427,022 Total secured loans 1,008,438 640,031 Unamortized debt issuance costs (4,878) (940) Premium on assumed debt, net (3,423) 3,016 Mortgage notes and revolving credit facility, net $ 1,000,137 $ 642,107 (1) For loans where we have the ability to exercise extension options at our own discretion, the maximum maturity date has been assumed. (2) The interest rate of our variable rate loans is primarily based on one-month LIBOR or one-month SOFR. (3) Includes the impact of interest rate caps in effect on December 31, 2022. (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 December 31, 2022 the amount on our variable rate revolving credit facility was capped at $112.0 million primarily due to the interest rate environment. We are in compliance with all covenants associated with our mortgage notes and revolving credit facility as of December 31, 2022. Construction Loans Information on our construction loans are as follows ($ in thousands): Development Interest Rate Final Expiration Date Loan Amount Amount Drawn at Amount Drawn at Sugarmont (1) (1) (1) (1) $ — $ 59,660 Park Avenue One-Month USD SOFR + 1.75% November 30, 2023 (2) 37,000 37,000 29,520 Cottonwood Broadway One-Month USD Libor + 1.9% May 15, 2024 44,625 39,728 27,476 Cottonwood Highland One-Month USD SOFR + 2.55% May 1, 2029 44,250 18,599 — $ 125,875 $ 95,327 $ 116,656 (1) The Sugarmont construction loan was refinanced in January 2022 with a $105.0 million floating rate mortgage. (2) It is expected the Park Avenue loan will be refinanced in 2023. Unsecured Promissory Notes, Net CROP issued notes to foreign investors outside of the United States. These notes are unsecured and subordinate to all of CROP’s debt. Each note has extension options during which the interest rate will increase 0.25% each year. Information on our unsecured promissory notes are as follows ($ in thousands): Offering Size Interest Rate Maturity Date Maximum Extension Date December 31, 2022 December 31, 2021 2017 6% Notes (1) $ 35,000 6.00% December 31, 2023 December 31, 2024 $ 20,718 $ 20,918 2019 6% Notes 25,000 6.00% December 31, 2023 December 31, 2025 22,235 22,625 $ 60,000 $ 42,953 $ 43,543 (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 to 6.25% for the period from January 1, 2023 to December 31, 2023. Our previously issued 2017 6.25% Notes were fully redeemed in December 2021 for $5.0 million prior to their December 31, 2021 maturity date. The aggregate maturities, including amortizing principal payments on our debt for years subsequent to December 31, 2022 are as follows (in thousands): Year Mortgage Notes and Revolving Credit Facility Construction Loans Unsecured Total 2023 (1) $ 110,506 $ 76,728 $ 42,953 $ 230,187 2024 1,008 — — 1,008 2025 3,353 — — 3,353 2026 143,696 — — 143,696 2027 369,821 — — 369,821 Thereafter 380,054 18,599 — 398,653 $ 1,008,438 $ 95,327 $ 42,953 $ 1,146,718 (1) Of the amounts maturing in 2023, $20.7 million relates to our 2017 6% Unsecured Promissory Notes, which can be extended to December 31, 2024, $22.2 million relates to our 2019 6% Unsecured Promissory Notes, which can be extended for two one one Note 14 . |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We estimate the fair value of our financial instruments using available market information and valuation methodologies we believe to be appropriate. As of December 31, 2022 and 2021, the fair values of cash and cash equivalents, restricted cash, other assets, related party payables, and accounts payable, accrued expenses and other liabilities approximate their carrying values due to the short-term nature of these instruments. Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. Fair value measurements are categorized into one of three levels of the fair value hierarchy based on the lowest level of significant input used. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Considerable judgment and a high degree of subjectivity are involved in developing these estimates. These estimates may differ from the actual amounts that we could realize upon settlement. The fair value hierarchy is as follows: Level 1 - Quoted (unadjusted) prices in active markets for identical assets or liabilities. Level 2 - Other observable inputs, either directly or indirectly, other than quoted prices included in Level 1, including: • Quoted prices for similar assets/liabilities in active markets; • Quoted prices for identical or similar assets/liabilities in non-active markets (e.g., few transactions, limited information, non-current prices, high variability over time); • Inputs other than quoted prices that are observable for the asset/liability (e.g., interest rates, yield curves, volatilities, 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): As of December 31, 2022 As of December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value Financial Asset: Investments in real-estate related loans $ — $ — $ 13,035 $ 13,035 Financial Liability: Fixed rate mortgages $ 528,308 $ 509,134 $ 213,009 $ 216,566 Floating rate mortgages $ 426,130 $ 421,189 $ 407,022 $ 409,377 Variable rate revolving credit facility $ 54,000 $ 54,000 $ 20,000 $ 20,000 Construction loans $ 95,327 $ 95,327 $ 116,656 $ 116,656 Series 2016 Preferred Stock $ — $ — $ 139,996 $ 139,996 Series 2017 Preferred Stock $ — $ — $ 2,586 $ 2,586 Series 2019 Preferred Stock $ 127,065 $ 127,065 $ 111,863 $ 111,863 Unsecured promissory notes, net $ 42,953 $ 42,953 $ 43,543 $ 43,543 Our investments in real-estate related loans, fixed and floating rate mortgages, variable rate revolving credit facility, construction loans, preferred stock and unsecured promissory notes are categorized as Level 3 in the fair value hierarchy. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Preferred Stock | Preferred StockWe have (or had) various classes of preferred stock: Series 2016, Series 2017, Series 2019 and Series 2023, each of which were or will be (with respect to Series 2023 Preferred Stock) offered at a price of $10.00 per share. Our Series 2016 Preferred Stock and the Series 2017 Preferred Stock were issued in connection with the CRII Merger in exchange for the corresponding series of preferred stock held at CRII and were both fully redeemed during 2022. In November 2019, we commenced the 2019 Private Offering for our Series 2019 Preferred Stock, and it was fully subscribed and terminated in March 2022. In December 2022, we commenced the 2023 Private Offering for our Series 2023 Preferred Stock. At December 31, 2022, no shares of Series 2023 Preferred Stock had been issued. Each class of preferred stock outstanding receives a fixed preferred dividend based on a cumulative, but not compounded, annual return. Each class has a fixed redemption date with extension options at our discretion, subject to an increase in the preferred dividend rate, and is classified as a liability on the consolidated balance sheets. We can also redeem our preferred stock early for cash plus all accrued and unpaid dividends. Our preferred stock ranks senior to our common stock and on parity with each other with respect to distribution rights and rights upon liquidation, dissolution or winding up. Information on our preferred stock designated as of December 31, 2022 and 2021 is as follows: Dividend Rate Extension Dividend Rate Redemption Date Maximum Extension Date Shares Outstanding at December 31, 2022 December 31, 2021 Series 2016 Preferred Stock (1) 6.5% 7.0% January 31, 2022 January 31, 2023 — 13,999,560 Series 2017 Preferred Stock (2) 7.5% 8.0% January 31, 2022 January 31, 2024 — 258,550 Series 2019 Preferred Stock 5.5% 6.0% December 31, 2023 December 31, 2025 12,706,485 11,186,301 Series 2023 Preferred Stock 6.0% 6.5% (3) June 30, 2027 June 30, 2029 — — (1) We fully redeemed our Series 2016 Preferred Stock on April 18, 2022 for $139.8 million. (2) We fully redeemed our Series 2017 Preferred Stock immediately after the January 31, 2022 redemption date for $2.6 million. (3) Represents the fully extended dividend rate. During the first-year extension the dividend rate is 6.25%. We issued $15.5 million of our Series 2019 Preferred Stock in the first quarter of 2022 prior to the termination of the Private Offering in March 2022. During the year ended December 31, 2021 we issued $78.9 million of Series 2019 Preferred Stock. During the years ended December 31, 2022 and 2021, we incurred $6.9 million and $3.6 million in dividends on our Series 2019 Preferred Stock, respectively. During 2022, we incurred $2.9 million in dividends on our Series 2016 Preferred Stock prior to their full redemption on April 18, 2022, and we incurred an insignificant amount in dividends on our Series 2017 Preferred Stock prior to their full redemption immediately after the January 31, 2022 redemption date. During the period from the CRII Merger closing on May 7, 2021 to December 31, 2021, we incurred $6.4 million and $0.1 million in dividends on our Series 2016 Preferred Stock and Series 2017 Preferred Stock, respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock The following table summarizes the changes in the shares outstanding for each class of outstanding common stock for the periods presented below: Class T D I A TX Total Balance at December 31, 2020 — — — 12,214,771 17,518 12,232,289 Issuance of common stock — — 151,286 — — 151,286 Distribution reinvestment — — — 8,660 2 8,662 Repurchases of common stock — — — (203,537) — (203,537) CRII Merger — — — 430,070 — 430,070 CMRI Merger — — — 5,762,253 — 5,762,253 CMRII Merger — — — 5,232,957 — 5,232,957 Balance at December 31, 2021 — — 151,286 23,445,174 17,520 23,613,980 Issuance of common stock 4,814,430 64,645 3,579,515 — — 8,458,590 Distribution reinvestment 10,832 28 8,334 93,768 13 112,975 Exchanges and transfers (1) — — 280,889 17,533 (17,533) 280,889 CMOF Merger — — — 4,335,367 — 4,335,367 Repurchases of common stock (10,140) — (158,975) (1,286,978) — (1,456,093) Balance at December 31, 2022 4,815,122 64,673 3,861,049 26,604,864 — 35,345,708 (1) Exchanges represent the number of shares OP Unit holders have exchanged for Class I shares during the period. Transfers represent Class TX shares that were converted to Class A 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 year ended December 31, 2022, we paid aggregate distributions of $22.2 million, including $20.0 million distributions paid in cash and $2.2 million of distributions reinvested through our distribution reinvestment plan. For the year ended December 31, 2021, we paid aggregate distributions of $9.6 million, including $9.5 million distributions paid in cash and $0.1 million of distributions reinvested through our distribution reinvestment plan. Distributions were at a daily rate of $0.00013699, or $0.50 annually, per common share for the period of January 1, 2021 through August 30, 2021. In September 2021, we began declaring monthly distributions for each share of our common stock as shown in the table below: Stockholder Record Date Monthly Rate Annually September 25, 2021 $ 0.04333333 $ 0.52 October 29, 2021 $ 0.04333333 $ 0.52 November 30, 2021 $ 0.05416667 $ 0.65 December 31, 2021 $ 0.05666667 $ 0.68 January 31, 2022 $ 0.05833333 $ 0.70 February 28, 2022 $ 0.05916667 $ 0.71 March 31, 2022 $ 0.05916667 $ 0.71 April 30, 2022 $ 0.05916667 $ 0.71 May 31, 2022 $ 0.06000000 $ 0.72 June 30, 2022 $ 0.06083333 $ 0.73 July 31, 2022 $ 0.06083333 $ 0.73 August 31, 2022 $ 0.06083333 $ 0.73 September 30, 2022 $ 0.06083333 $ 0.73 October 31, 2022 $ 0.06083333 $ 0.73 November 30, 2022 $ 0.06083333 $ 0.73 December 31, 2022 $ 0.06083333 $ 0.73 For the year ended December 31, 2022, 100% (unaudited) of distributions to stockholders were reported as a return of capital or, to the extent they exceed a stockholder’s adjusted tax basis, as gains from the sale or exchange of property. Repurchases During the year ended December 31, 2022, we repurchased 1,456,093 shares of common stock pursuant to our share repurchase program for $26.9 million, at an average repurchase price of $18.47. During the year ended December 31, 2021, we repurchased 203,537 shares of common stock pursuant to our share repurchase program for $2.6 million, at an average repurchase price of $12.90. |
Promote from Incentive Allocati
Promote from Incentive Allocation Agreement | 12 Months Ended |
Dec. 31, 2022 | |
Promote from Incentive Allocation Agreement [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 | 12 Months Ended |
Dec. 31, 2022 | |
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 for an additional one-year term as of May 7, 2022, CROP pays our advisor a monthly management fee equal to 0.0625% of GAV (gross asset value of CROP, calculated pursuant to our valuation guidelines and reflective of the ownership interest held by CROP in such gross assets), subject to a cap of 0.125% of net asset value of CROP. Prior to May 7, 2021, we paid our advisor an annual asset management fee in an amount equal to 1.25% per annum (paid monthly) of the gross book value of our assets as of the last day of the prior month. Asset management fees to our advisor for the years ended December 31, 2022 and 2021 were $17.8 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 the advisory agreement, the Special Limited Partner holds a performance participation interest in CROP that entitles it to receive an allocation of CROP’s total return to its capital account. CC Advisors III was initially the Special Limited Partner. Effective November 12, 2021, CC Advisors III assigned its special limited partner interest to its affiliate, CC Advisors – SLP, LLC. 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 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. During the year ended December 31, 2022, we recognized $20.3 million of expense for the performance participation allocation as a result of the increase in the value of our net assets and dividends paid to stockholders, which was paid in cash on March 2, 2023. During the period from May 7, 2021, the date our operating partnership agreement was amended to provide the performance participation allocation, to December 31, 2021, we recognized $51.8 million of expense for the performance participation allocation, which was paid in cash in January 2022. Block C (now known as Westerly and Millcreek North) and Jasper (now known as The Archer) Investments On June 28, 2022, we, through our indirect subsidiaries, admitted entities affiliated with us and our advisor, Brickyard QOF, LLC (“Brickyard QOF”) and HV Millcreek, LLC (“Millcreek,” and together with Brickyard QOF, the “Affiliated Members”) as members in CW Block C, LLC, a development joint venture with CMOF (“Block C”), and CW Jasper, LLC, a development project owned 100% by CROP (“The Archer”). Block C owns land held for development of two projects called Westerly and Millcreek North. The Affiliated Members are owned directly or indirectly by our officers or directors, as well as certain employees of CROP and our advisor or its affiliates. In connection with their admission as members, the Affiliated Members made an aggregate capital contribution of $8.5 million and $2.4 million to Block C and The Archer, respectively. The Affiliated Members participate in the economics of Block C and The Archer on the same terms and conditions as us. The operating agreements of Block C and The Archer were amended in August 2022 to reflect additional terms related to the admission of the Affiliated Members. Block C and The Archer 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 December 31, 2022, our ownership in The Archer was 79.9%. As a result of the consummation of the CMOF Merger on September 27, 2022, we acquired CMOF’s joint venture interests in Block C, increasing our ownership interest to 79.0%. Reimbursable Operating Expenses Our advisor must reimburse us the amount by which our aggregate total operating expenses for the four fiscal quarters then ended exceed the greater of 2% of our average invested assets or 25% of our net income, unless the conflicts committee has determined that such excess expenses were justified based on unusual and non-recurring factors. Our conflicts committee determined that no reimbursement was required as of December 31, 2022 and 2021. Alpha Mill Transaction On April 7, 2022, we sold a 10.3% interest in Alpha Mill to a trust established by the father of Chad Christensen, one of our directors and Executive Chairman, and Gregg Christensen, our Chief Legal Officer and Secretary (the “Christensen Trust”) for $8.2 million. Independent Director Compensation Annually, each independent director is paid a cash retainer of $50,000 for their service (prorated in 2021) and a grant of time-based LTIP Units with a value of $85,000 at the time of grant. The LTIP Units have a one-year vesting schedule. Independent board members serving as chairperson of each of the audit, compensation and conflicts committees receive an additional annual cash retainer of $15,000, $10,000 and $10,000, respectively. |
Noncontrolling Interests
Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling Interests - Limited Partners Common Limited OP Units and LTIP Units are CROP units not owned by us and collectively referred to as “Noncontrolling Interests – Limited Partners.” Common Limited OP Units - Common Limited OP Units share in the profits, losses and cash distributions of CROP as defined in the partnership agreement, subject to certain special allocations and receive distributions equivalent to distributions declared to the holders of CCI common stock. During the year ended December 31, 2022, we paid aggregate distributions to noncontrolling OP Unit holders of $22.2 million. During the period from the CRII Merger on May 7, 2021 to December 31, 2021, we paid aggregate distributions to noncontrolling OP Unit holders of $10.6 million. LTIP Units - Certain executives, directors and key employees receive LTIP Units in CROP as equity incentive compensation. LTIP Units are a separate series of limited partnership units, which are convertible into Common Limited OP Units upon achieving certain time vesting and performance requirements. Unless otherwise provided, the time vesting LTIP Units (whether vested or unvested) entitle the holder to receive current distributions from CROP, and the performance LTIP Units (whether vested or unvested) entitle the holder to receive 10% of the current distributions from CROP during the applicable performance period. When the LTIP Units have vested and sufficient income has been allocated to the holder of the vested LTIP Units, the LTIP Units will automatically convert to Common Limited OP Units in CROP on a one-for-one basis. LTIP Units constitute profits interests and have no voting rights in CROP. As of December 31, 2022, there were 673,780 unvested time LTIP awards and 548,138 unvested performance LTIP awards outstanding. Share-based compensation, included within other in the consolidated statement of stockholders’ equity, was $3.7 million and $1.6 million for the years ended December 31, 2022 and 2021, respectively. Total unrecognized compensation expense for LTIP Units at December 31, 2022 is $8.0 million and is expected to be recognized on a straight-line basis through December 2025. Noncontrolling Interests - Partially Owned Entities As of December 31, 2022, noncontrolling interests in entities not wholly owned by us ranged from 1% to 63%, with the average being 12%. On June 28, 2022, Block C was recapitalized. We contributed additional funds and obtained a controlling interest and consolidated the Block C joint venture, recording the Block C membership interests owned by CMOF and Affiliated Members at that time as noncontrolling interests. Upon recapitalization, additional noncontrolling interests were recorded with the Affiliated Members contribution to The Archer, an entity that was already consolidated. With the CMOF Merger on September 27, 2022, we acquired the noncontrolling interest in Broadway, Park Ave, and Block C that were previously owned by CMOF. The remaining portion of Block C not owned by us continues to be recorded as noncontrolling interest. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 417 Callowhill As of December 31, 2022, we had a remaining commitment of up to $24.7 million on the 417 Callowhill preferred equity investment. Economic Dependency We are dependent on our advisor and its affiliates and the dealer manager for certain services that are essential to us, including the sale of our shares in our public and private offering; the identification, evaluation, negotiation, origination, acquisition and disposition of investments; management of the daily operations of our investment portfolio; and other general and administrative responsibilities. In the event that these companies are unable to provide the respective services, we will be required to obtain such services from other sources. 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 December 31, 2022, we believe the final outcome of such legal proceedings and claims will not have a material adverse effect on our liquidity, financial position or results of operations. Richmond Guaranty At the closing of the CRII Merger, the Company assumed a 50% payment guarantee provided by CRII and CROP, for certain obligations of Villas at Millcreek, LLC (“Richmond Borrower”) with respect to a construction loan in the amount of $53.6 million obtained in connection with the development of Richmond at Millcreek, a development project sponsored by High Traverse Development, LLC. Certain of our officers and directors own an aggregate 13.91% of Richmond Borrower. A wholly owned subsidiary of CROP receives fees from High Traverse Development, LLC related to the development of Richmond at Millcreek. Environmental As an owner of real estate, we are subject to various federal, state and local environmental laws. Compliance with existing laws has not had a material adverse effect on us. However, we cannot predict the impact of new or changed laws or regulations on our properties or on properties that we may acquire in the future. Distribution Reinvestment Plan Our distribution reinvestment plan allows common stockholders to apply their dividends and other distributions towards the purchase of additional shares of common stock. The purchase price for shares purchased pursuant to our distribution reinvestment plan is the transaction price for such shares in effect on the distribution date, which is generally the most recently disclosed NAV per share. We suspended our distribution reinvestment plan in December 2020 and resumed our distribution reinvestment plan on November 4, 2021 when the SEC declared the Follow-on Offering effective. Share Repurchase Programs Preferred Stock Our board of directors has adopted a share repurchase program with respect to our preferred stock whereby, upon the request of a holder of our Series 2019 Preferred Stock and Series 2023 Preferred Stock, we may, at the sole discretion of the board of directors, repurchase their shares at the following prices, which are dependent on how long such preferred stockholder has held each share: Repurchase Price Share Purchase Anniversary Series 2019 Series 2023 Less than 1 year $8.80 $9.00 1 year $9.00 $9.00 2 years $9.20 $9.20 3 years $9.40 $9.40 4 years $9.60 $9.60 5 years $9.80 $9.80 A stockholder’s death or complete disability, 2 years or more $10.00 $10.00 Repurchase information on our preferred stock is disclosed in Note 8 above. Common Stock We suspended our share repurchase program in December 2020. Our board of directors approved the resumption of the share repurchase program effective for repurchases for the month ended June 30, 2021 onward. Our share repurchase program provides that we may make repurchases, at our discretion, with an aggregate value of up to 2% of our aggregate net asset value or “NAV” each month and up to 5% of our NAV each quarter. We have no restrictions on the source of funds used to repurchase shares pursuant to our share repurchase program. For our Class T, Class D and Class I shares, the repurchase price is equal to the transaction price at the date of repurchase, or 95% of the transaction price on the repurchase date if the shares have been held for less than a year. For our Class A shares, the repurchase price will be equal to the transaction price at the date of repurchase, subject to the following: (i) shares that have been outstanding six years or more will be repurchased at 100% of the transaction price, (ii) shares that have been outstanding for at least five years and less than six years will be repurchased at 95.0% of the transaction price, (iii) shares that have been outstanding for at least three years and less than five years will be repurchased at 90.0% of the transaction price and (iv) shares that have been outstanding for at least one year and less than three years will be repurchased at 85.0% of the transaction price. The transaction price is the then-current offering price per share, which is generally the most recently disclosed NAV per share. Common Limited OP Units Beginning one year after acquiring any Common Limited OP Units, common limited partners have the right to request CROP repurchase their Common Limited OP Units as described below. We may, in our sole discretion, honor the repurchase request at the following prices: 1. Beginning one year after acquisition of a Common Limited OP Unit and continuing for the three-year period thereafter, the purchase price for the repurchased Common Limited OP Unit shall be equal to 80% of the NAV of the Common Limited OP Units. 2. Beginning four years after acquisition of a Common Limited OP Unit and continuing for the two-year period thereafter, the purchase price for the repurchased Common Limited OP Units shall be equal to 85% of the NAV of the CROP Common Units. 3. Beginning six years after acquisition of a Common Limited OP Unit and continuing thereafter, the purchase price for the repurchased Common Limited OP Unit shall be equal to 90% of the NAV of the Common Limited OP Units. Subject to our sole discretion, in the case of the death or complete disability of a limited partner, the repurchase of the Common Limited OP Units may occur at any time after acquisition of a Common Limited OP Unit and, if accepted by us, the purchase price for the repurchased Common Limited OP Units will be equal to 95% of the NAV of the Common Limited OP Units. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Cottonwood Lighthouse Point Tenant In Common Sale On February 14, 2023 we sold tenant in common interests in Cottonwood Lighthouse Point for $13.6 million, reducing our ownership from 100% to 86.8%. As a result of this transaction, Cottonwood Lighthouse Point will be deconsolidated on February 14, 2023 and our remaining ownership interest in this property will be recorded as an investment in unconsolidated real estate. Financing Activity On February 28, 2023, we refinanced seven properties through individual, uncrossed loans with one lender for $326.0 million, receiving net proceeds of $58.0 million. The loans have a weighted average term of 6.8 years with a weighted average fixed rate of 5.08%. Two of the properties are unconsolidated. On March 17, 2023, we exercised one of our two extension options on the JP Morgan Revolving Credit Facility and extended the maturity date of the credit facility to March 19, 2024. On March 22, 2023, we entered a loan modification agreement with respect to the mortgage loan on Sugarmont to reduce the loan to $91.2 million and convert the interest rate from a floating rate to a fixed rate of 5.9%. Performance Participation Allocation Payment On March 2, 2023, we paid the $20.3 million owed to an affiliate of our Advisor for the 2022 performance participation allocation. Status of the 2023 Private Offering As of March 21, 2023, we sold 2,761,203 shares of Series 2023 Preferred Stock for aggregate gross offering proceeds of $27.6 million. In connection with the sale of these shares in the 2023 Private Offering, the Company paid aggregate selling commissions of $1.6 million and placement fees of $0.8 million. Status of the Follow-on Offering We sold the following through our Follow-on Offering after December 31, 2022 ($ in thousands): Class T D I A Total Shares issued through Primary Offering 312,220 101,083 257,426 — 670,729 Shares issued through DRP Offering 7,428 171 6,210 21,751 35,560 Gross Proceeds $ 6,326 $ 2,014 $ 5,069 $ — $ 13,409 Distributions Declared - Common Stock We declared the following monthly distributions after December 31, 2022: Stockholder 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 Grant of LTIP Unit Awards On January 6, 2023, we issued LTIP Units from the Operating Partnership to our executive officers and certain employees as approved by our compensation committee. The compensation committee approved awards of time-based LTIP Units in an aggregate amount of $1,556,557. Each award will vest approximately one-quarter of the awarded amount on January 1, 2024, 2025, 2026 and 2027. The compensation committee also approved awards of performance-based LTIP Units to our executive officers and certain of our employees in an aggregate target amount of $2,890,745. The actual amount of each performance-based LTIP Unit award will be determined at the conclusion of a three-year performance period and will depend on the internal rate of return as defined in the award agreement. The earned LTIP Units will become fully vested on the first anniversary of the last day of the performance period, subject to continued employment with the advisor or its affiliates. The number of units granted were valued by reference to our November 30, 2022 NAV per share as announced on December 16, 2022 of $19.9945. Equity Incentive Plan |
Restatement of Previously Iss_2
Restatement of Previously Issued Interim Consolidated Financial Statements (unaudited) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Interim Consolidated Financial Statements (unaudited) | Restatement of Previously Issued Consolidated Financial Statements On September 1, 2023, the audit committee of the board of directors of the Company concluded, after discussion with management, that the previously issued unaudited consolidated financial statements for the periods ended March 31, 2022, June 30, 2022 and September 30, 2022, included in the Company’s Quarterly Reports on Form 10-Q filed with the SEC on May 12, 2022, August 12, 2022, and November 9, 2022, respectively, and the audited consolidated financial statements for the year ended December 31, 2022 included in the Annual Report on Form 10-K as filed with the SEC on March 24, 2023, and each as included in any reports, presentations or similar communications of the Company's financial results, should no longer be relied upon due to a material error related to an inaccurate presentation of the change in cash flows ascribed to financing and operating activities in the consolidated statement of cash flows. As a result of the error, the aforementioned financial statements have been restated in accordance with Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections. We have restated our audited consolidated financial statements for the year ended December 31, 2022, as described in this note; and our unaudited consolidated financial statements for the periods ended March 31, 2022, June 30, 2022 and September 30, 2022 as described in Note 15 ; collectively referred to as the “Restatement”. We have also updated all accompanying footnotes and disclosures affected by the Restatement and other immaterial corrections discussed below. Amounts depicted as “As Restated” in the consolidated financial statements and footnotes include the impact of the Restatement. The Restatement corrects the inaccurate presentation of the change in cash flows ascribed to financing and operating activities in the consolidated statement of cash flows due to the incorrect inclusion of accrued deferred offering costs in the financing activity section of the consolidated statement of cash flows and in the changes in accounts payable, accrued expenses, and other liabilities in the operating activity section of the consolidated statement of cash flows. The adjustment to the consolidated statement of cash flows is as follows (in thousands): Year Ended December 31, 2022 As Previously Reported Restatement Adjustment Other Adjustments (1) As Restated Cash flows from operating activities: Deferred taxes $ — $ — $ 7,622 $ 7,622 Accounts payable, accrued expenses and other liabilities $ 15,232 $ (4,791) $ (7,622) $ 2,819 Net cash provided by operating activities $ 8,559 $ (4,791) $ — $ 3,768 Cash flows from investing activities: Acquisitions of real estate, net of cash acquired $ (148,216) $ — $ 5,603 $ (142,613) Net cash used in investing activities $ (166,723) $ — $ 5,603 $ (161,120) Cash flows from financing activities: Borrowings under mortgage notes and term loans $ 469,976 $ — $ (5,603) $ 464,373 Offering costs paid on issuance of common stock $ (14,376) $ 4,791 $ — $ (9,585) Net cash provided by financing activities $ 208,298 $ 4,791 $ (5,603) $ 207,486 Supplemental disclosure of non-cash investing and financing activities: Increase in accrued deferred offering costs $ — $ 4,791 $ — $ 4,791 Cottonwood Ridgeview Acquisition Real estate assets, net of cash acquired $ 62,636 $ — $ 5,531 $ 68,167 Mortgage note $ 58,192 $ — $ 5,603 $ 63,795 (1) Other adjustments include moving $7.6 million for the change in deferred tax liabilities from accounts payable, accrued expenses and other liabilities to a separate line within cash flows from operating activities titled “Deferred taxes” and moving $5.6 million from borrowings under mortgage notes and term loans in cash flows from financing activities to acquisitions of real estate, net of cash acquired, in cash flows from investing activities. These other adjustments are immaterial and do not change overall cash flows from operating activities. The Restatement adjustment reduced the amount for changes in accounts payable, accrued expenses and other liabilities to $10.4 million. The $2.8 million ending number includes the impact of the Restatement adjustment and the other adjustment for deferred taxes. See Note 1 5 We have included immaterial adjustments to the partnership equity amounts between us and our limited partners to align the net equity carrying balance 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 shows the effect of this reallocation for the years ended December 31, 2022 and 2021 (in thousands): As Previously Reported Reallocation Adjustment As Adjusted As of December 31, 2021 Additional paid-in capital $ 252,035 $ 23,786 $ 275,821 Noncontrolling interests - limited partners $ 291,258 $ (23,786) $ 267,472 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 The effect of the reallocation for the periods ended March 31, 2022, June 30, 2022 and September 30, 2022 is described in Note 15 . We have also included an immaterial adjustment to the consolidated statement of stockholder’s equity for the year ended December 31, 2021 to adjust the fair value of noncontrolling interest for CMRI and CMRII recorded with the CRII Merger in 2021 as follows (in thousands): Noncontrolling interests - partially owned entities Total Equity and Noncontrolling Interests As Previously Reported Adjustment As Adjusted As Previously Reported Adjustment As Adjusted CRII Merger $ 218,380 $ (8,009) $ 210,371 $ 586,316 $ (8,009) $ 578,307 CMRI Merger $ (79,447) $ 5,585 $ (73,862) $ (9,353) $ 5,585 $ (3,768) CMRII Merger $ (63,752) $ 2,424 $ (61,328) $ (6,376) $ 2,424 $ (3,952) The correction decreased intangible assets recorded with the CRII Merger and reduced the fair value of noncontrolling interest recorded for CMRI and CMRII. These adjustments are reflected in the footnote disclosures for the CRII Merger, CMRI Merger and CMRII Merger found in Note 4 below and in the supplemental disclosure of non-cash investing and financing activities for the year ended 2021. As described in Note 3 , we have restated our unaudited consolidated financial statements for the periods ended March 31, 2022, June 30, 2022 and September 30, 2022 due to the inaccurate presentation of the change in cash flows ascribed to financing and operating activities in the consolidated statement of cash flows. The following tables present the effect of the Restatement on the consolidated statement of cash flows for these quarterly periods (in thousands): Three Months Ended March 31, 2022 As Previously Reported Restatement Adjustment As Restated Cash flows from operating activities: Net loss $ (6,888) $ — $ (6,888) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 11,268 — 11,268 Share-based compensation 865 — 865 Other operating 1,312 — 1,312 Loss on debt extinguishment 551 — 551 Equity in earnings of unconsolidated real estate entities (2,670) — (2,670) Distributions from unconsolidated real estate entities - return on capital 2,235 — 2,235 Changes in operating assets and liabilities: Other assets (1,170) — (1,170) Performance participation allocation 19,934 — 19,934 Performance participation allocation payment (51,761) — (51,761) Accounts payable, accrued expenses and other liabilities 11,518 (1,592) 9,926 Net cash used in operating activities (14,806) (1,592) (16,398) Cash flows from investing activities: Capital expenditures and development activities (18,488) — (18,488) Investments in unconsolidated real estate entities (197) — (197) Distributions from unconsolidated real estate entities - return on capital 38,769 — 38,769 Contributions to investments in real-estate related loans — — — Net cash provided by investing activities 20,084 — 20,084 Cash flows from financing activities: Principal payments on mortgage notes (404) — (404) Borrowings from revolving credit facility 52,800 — 52,800 Repayments on revolving credit facility (72,800) — (72,800) Borrowings under mortgage notes and term loans 369,500 — 369,500 Repayments of mortgage notes and term loans (218,693) — (218,693) Deferred financing costs on mortgage notes and term loans (4,036) — (4,036) Borrowings from construction loans 9,178 — 9,178 Repayments of construction loans (59,660) — (59,660) Proceeds from issuance of Series 2019 Preferred Stock 14,162 — 14,162 Redemption of preferred stock (2,738) — (2,738) Offering costs paid on issuance of preferred stock (1,693) — (1,693) Repurchase of unsecured promissory notes (96) — (96) Proceeds from issuance of common stock 33,395 — 33,395 Repurchase of common stock/OP Units (3,394) — (3,394) Offering costs paid on issuance of common stock (2,959) 1,592 (1,367) Contributions from noncontrolling interests 662 — 662 Distributions to common stockholders (4,174) — (4,174) Distributions to noncontrolling interests - limited partners (5,460) — (5,460) Distributions to noncontrolling interests - partially owned entities (4,073) — (4,073) Net cash provided by financing activities 99,517 1,592 101,109 Net increase in cash and cash equivalents and restricted cash 104,795 — 104,795 Cash and cash equivalents and restricted cash, beginning of period 45,390 — 45,390 Cash and cash equivalents and restricted cash, end of period $ 150,185 $ — $ 150,185 Reconciliation of cash and cash equivalents and restricted cash to Cash and cash equivalents $ 121,890 $ — $ 121,890 Restricted cash 28,295 — 28,295 Total cash and cash equivalents and restricted cash $ 150,185 $ — $ 150,185 Supplemental disclosure of non-cash investing and financing activities: Increase in accrued deferred offering costs $ — $ 1,592 $ 1,592 Six Months Ended June 30, 2022 As Previously Reported Restatement Adjustment Other Adjustment (1) As Restated Cash flows from operating activities: Net loss $ (19,882) $ — $ — $ (19,882) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 23,259 — — 23,259 Gain on sale of investments in unconsolidated real estate entities (7,634) — — (7,634) Share-based compensation 1,596 — — 1,596 Deferred taxes — — 7,262 7,262 Other operating 3,014 — — 3,014 Loss on debt extinguishment 481 — — 481 Equity in earnings of unconsolidated real estate entities (6,723) — — (6,723) Distributions from unconsolidated real estate entities - return on capital 6,423 — — 6,423 Changes in operating assets and liabilities: Other assets (3,498) — — (3,498) Performance participation allocation 30,078 — — 30,078 Performance participation allocation payment (51,761) — — (51,761) Accounts payable, accrued expenses and other liabilities 17,439 (3,061) (7,262) 7,116 Net cash used in operating activities (7,208) (3,061) — (10,269) Cash flows from investing activities: Acquisitions of real estate, net of cash acquired (93,985) — — (93,985) Capital expenditures and development activities (31,341) — — (31,341) Investments in unconsolidated real estate entities (197) — — (197) Proceeds from sale of investments in unconsolidated real estate entities 28,734 — — 28,734 Distributions from unconsolidated real estate entities - return on capital 38,769 — — 38,769 Net cash provided by investing activities (58,020) — — (58,020) Cash flows from financing activities: Principal payments on mortgage notes (793) — — (793) Borrowings from revolving credit facility 138,000 — — 138,000 Repayments on revolving credit facility (98,000) — — (98,000) Borrowings under mortgage notes and term loans 464,372 — — 464,372 Repayments of mortgage notes and term loans (231,177) — — (231,177) Deferred financing costs on mortgage notes and term loans (4,931) — — (4,931) Borrowings from construction loans 22,915 — — 22,915 Repayments of construction loans (59,660) — — (59,660) Proceeds from issuance of Series 2019 Preferred Stock 15,472 — — 15,472 Redemption of preferred stock (142,616) — — (142,616) Offering costs paid on issuance of preferred stock (1,708) — — (1,708) Repurchase of unsecured promissory notes (96) — — (96) Proceeds from issuance of common stock 87,600 — — 87,600 Repurchase of common stock/OP Units (9,432) — — (9,432) Offering costs paid on issuance of common stock (7,170) 3,061 — (4,109) Contributions from noncontrolling interests 11,758 — — 11,758 Distributions to common stockholders (8,774) — — (8,774) Distributions to noncontrolling interests - limited partners (11,018) — — (11,018) Distributions to noncontrolling interests - partially owned entities (4,195) — — (4,195) Net cash provided by financing activities 160,547 3,061 — 163,608 Net increase in cash and cash equivalents and restricted cash 95,319 — — 95,319 Cash and cash equivalents and restricted cash, beginning of period 45,390 — — 45,390 Cash and cash equivalents and restricted cash, end of period $ 140,709 $ — $ — $ 140,709 Reconciliation of cash and cash equivalents and restricted cash to Cash and cash equivalents $ 72,640 $ — $ — $ 72,640 Restricted cash 68,069 — — 68,069 Total cash and cash equivalents and restricted cash $ 140,709 $ — $ — $ 140,709 Supplemental disclosure of non-cash investing and financing activities: Increase in accrued deferred offering costs $ — $ 3,061 $ — $ 3,061 (1) The change in deferred tax liabilities was moved from accounts payable, accrued expenses and other liabilities to a separate line within cash flows from operating activities titled “Deferred taxes”. This other adjustment is immaterial and does not change overall cash flows from operating activities. The other adjustment changed the ending amount for changes in accounts payable, accrued expenses and other liabilities from $14.4 million to $7.1 million. Nine Months Ended September 30, 2022 As Previously Reported Restatement Adjustment Other Adjustments (1) As Restated Cash flows from operating activities: Net loss $ (32,209) $ — $ — $ (32,209) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 37,549 — — 37,549 Gain on sale of investments in unconsolidated real estate entities (7,810) — — (7,810) Share-based compensation 2,743 — — 2,743 Deferred taxes — — 7,262 7,262 Other operating 4,802 — — 4,802 Loss on debt extinguishment 481 — — 481 Equity in earnings of unconsolidated real estate entities (8,705) — — (8,705) Distributions from unconsolidated real estate entities - return on capital 8,389 — — 8,389 Changes in operating assets and liabilities: Other assets (2,647) — — (2,647) Performance participation allocation 31,160 — — 31,160 Performance participation allocation payment (51,761) — — (51,761) Accounts payable, accrued expenses and other liabilities 19,609 (4,404) (7,262) 7,943 Net cash provided by (used in) operating activities 1,601 (4,404) — (2,803) Cash flows from investing activities: Acquisitions of real estate, net of cash acquired (148,216) — 5,603 (142,613) Settlement of related party notes and liabilities assumed with the CMOF Merger (1,469) — — (1,469) Capital expenditures and development activities (77,235) — — (77,235) Investments in unconsolidated real estate entities (197) — — (197) Proceeds from sale of investments in unconsolidated real estate entities 28,910 — — 28,910 Distributions from unconsolidated real estate entities - return on capital 38,769 — — 38,769 Proceeds from settlement of investments in real-estate related loans 13,000 — — 13,000 Net cash provided by investing activities (146,438) — 5,603 (140,835) Cash flows from financing activities: Principal payments on mortgage notes (1,186) — — (1,186) Borrowings from revolving credit facility 168,000 — — 168,000 Repayments on revolving credit facility (141,000) — — (141,000) Borrowings under mortgage notes and term loans 469,976 — (5,603) 464,373 Repayments of mortgage notes and term loans (231,177) — — (231,177) Deferred financing costs on mortgage notes and term loans (5,067) — — (5,067) Borrowings from construction loans 30,642 — — 30,642 Repayments of construction loans (59,660) — — (59,660) Proceeds from issuance of Series 2019 Preferred Stock 15,472 — — 15,472 Redemption of preferred stock (142,720) — — (142,720) Offering costs paid on issuance of preferred stock (1,708) — — (1,708) Proceeds from issuance of common stock 145,008 — — 145,008 Repurchase of common stock/OP Units (15,840) — — (15,840) Offering costs paid on issuance of common stock (11,918) 4,404 — (7,514) Contributions from noncontrolling interests 11,935 — — 11,935 Distributions to common stockholders (13,842) — — (13,842) Distributions to noncontrolling interests - limited partners (16,507) — — (16,507) Distributions to noncontrolling interests - partially owned entities (4,311) — — (4,311) Other financing activities (96) — — (96) Net cash provided by financing activities 196,001 4,404 (5,603) 194,802 Net increase in cash and cash equivalents and restricted cash 51,164 — — 51,164 Cash and cash equivalents and restricted cash, beginning of period 45,390 — — 45,390 Cash and cash equivalents and restricted cash, end of period $ 96,554 $ — $ — $ 96,554 (1) Other adjustments include the $7.3 million change in deferred tax liabilities move from accounts payable, accrued expenses and other liabilities to a separate line within cash flows from operating activities titled “Deferred taxes” and the movement of $5.6 million from borrowings under mortgage notes and term loans in cash flows from financing activities to acquisitions of real estate, net of cash acquired, in cash flows from investing activities. These other adjustments are immaterial and do not change overall cash flows from operating activities. The other adjustment for deferred taxes changed the ending amount for changes in accounts payable, accrued expenses and other liabilities from $15.2 million to $7.9 million. Nine Months Ended September 30, 2022 (Continued) As Previously Reported Restatement Adjustment Other Adjustment As Restated Reconciliation of cash and cash equivalents and restricted cash to Cash and cash equivalents $ 63,045 $ — $ — $ 63,045 Restricted cash 33,509 — — 33,509 Total cash and cash equivalents and restricted cash $ 96,554 $ — $ — $ 96,554 Supplemental disclosure of non-cash investing and financing activities: Increase in accrued deferred offering costs $ — $ 4,404 $ — $ 4,404 CMOF Merger CMOF related party notes assumed $ 1,327 $ — $ — $ 1,327 Net other liabilities assumed $ 142 $ — $ — $ 142 Cottonwood Ridgeview Acquisition Real estate assets, net of cash acquired $ 62,636 $ — $ 5,531 $ 68,167 Mortgage note $ 58,192 $ — $ 5,603 $ 63,795 Other assets and liabilities assumed, net $ 642 $ — $ — $ 642 Value of OP Units issued for real estate assets $ 2,930 $ — $ — $ 2,930 Cottonwood Clermont Acquisition Assumption of mortgage note $ 35,521 $ — $ — $ 35,521 Also as described in Note 3 , the following table summarizes immaterial adjustments to the partnership equity amounts between us and our limited partners to align the net equity carrying balance to the respective partners’ ownership percentage for the quarterly periods indicated (in thousands): As Previously Reported Adjustment As Adjusted 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 September 30, 2022 Additional paid-in capital $ 413,328 $ (9,394) $ 403,934 Noncontrolling interests - limited partners $ 266,836 $ 9,394 $ 276,230 |
Schedule III - Real Estate and
Schedule III - Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Schedule III - Real Estate and Accumulated Depreciation | Initial Cost to Company Gross Amount Carried as of Description Location Ownership Percent Number of Units Encumbrances Land Buildings, Intangibles and Improvements Cost Capitalized Subsequent to Acquisition Land Buildings, Intangibles and Improvements Total (1) Accumulated Depreciation and Amortization (2) Year(s) Built Date Acquired Stabilized Multifamily Apartment Communities: Cason Estates Murfreesboro, TN 100.0% 262 $ (33,594) $ 4,806 $ 46,666 $ 542 $ 4,806 $ 47,208 $ 52,014 $ (4,578) 2005 5/7/2021 Cottonwood Apartments Salt Lake City, UT 100.0% 264 (35,430) 6,556 40,745 1,283 6,556 42,028 48,584 (3,782) 1986 5/7/2021 Cottonwood Clermont Clermont, FL 100.0% 230 (35,411) 5,705 76,805 124 5,705 76,929 82,634 (1,799) 2020 9/21/2022 Cottonwood Lighthouse Point Pompano Beach, FL 100.0% 243 (47,964) 13,647 82,447 443 13,647 82,890 96,537 (3,871) 2015 6/22/2022 Cottonwood One Upland Boston, MA 100.0% 262 (32,400) 14,515 89,428 687 14,515 90,115 104,630 (11,426) 2016 3/19/2020 Cottonwood Reserve Charlotte, NC 91.1% 352 (37,817) 12,634 64,986 804 12,634 65,790 78,424 (6,522) 2004, 2017 5/7/2021 Cottonwood Ridgeview Plano, TX 100.0% 322 (65,300) 9,275 59,392 303 9,275 59,695 68,970 (1,607) 2004 9/19/2022 Cottonwood West Palm West Palm Beach, FL 100.0% 245 (47,978) 9,380 57,073 657 9,380 57,730 67,110 (9,062) 2018 5/30/2019 Cottonwood Westside Atlanta, GA 100.0% 197 (25,020) 8,641 39,324 247 8,641 39,571 48,212 (3,738) 2014 5/7/2021 Enclave on Golden Triangle Keller, TX 98.9% 273 (48,400) 4,888 46,712 559 4,888 47,271 52,159 (4,090) 2006 5/7/2021 Heights at Meridian Durham, NC 100.0% 339 (45,341) 5,971 74,022 573 5,971 74,595 80,566 (6,815) 2015 5/7/2021 Melrose Nashville, TN 100.0% 220 (56,600) 8,822 58,676 226 8,822 58,902 67,724 (6,097) 2015 5/7/2021 Parc Westborough Boston, MA 100.0% 249 (21,600) 12,759 61,302 405 12,759 61,707 74,466 (6,302) 2016 5/7/2021 Park Avenue (3) Salt Lake City, UT 100.0% 234 (37,000) 12,369 29,931 25,419 12,369 55,350 67,719 (1,464) 2022 5/7/2021 Pavilions Albuquerque, NM 96.4% 240 (58,500) 5,924 55,177 500 5,924 55,677 61,601 (4,732) 1992 5/7/2021 Raveneaux Houston, TX 97.0% 382 (47,400) 6,249 51,251 594 6,249 51,845 58,094 (4,842) 2000 5/7/2021 Regatta Houston, TX 100.0% 490 (35,367) 8,449 39,651 924 8,449 40,575 49,024 (4,226) 1968-1976 5/7/2021 Retreat at Peachtree City Peachtree City, GA 100.0% 312 (48,719) 5,669 66,888 707 5,669 67,595 73,264 (6,677) 1999 5/7/2021 Scott Mountain Portland, OR 95.8% 262 (48,373) 6,952 63,758 403 6,952 64,161 71,113 (5,330) 1997, 2000 5/7/2021 Stonebriar of Frisco Frisco, TX 84.2% 306 (53,600) 5,737 53,463 1,171 5,737 54,634 60,371 (4,667) 1999 5/7/2021 Sugarmont (3), (4) Salt Lake City, UT 99.0% 341 (105,000) 17,838 94,662 27,304 17,838 121,966 139,804 (5,193) 2022 5/7/2021 Summer Park Buford, GA 98.7% 358 (44,620) 9,474 66,200 495 9,474 66,695 76,169 (6,450) 2001 5/7/2021 The Marq Highland Park Tampa, FL 100.0% 239 (34,005) 6,280 59,424 439 6,280 59,863 66,143 (6,000) 2015 5/7/2021 Development Projects: Cottonwood Broadway Salt Lake City, UT 100.0% 254 (39,728) 11,042 30,958 33,519 11,042 64,477 75,519 — N/A 5/7/2021 Cottonwood Highland Millcreek, UT 36.9% 250 (18,598) 7,405 1,695 36,235 7,405 37,930 45,335 — N/A 5/7/2021 Other Developments Various Various N/A — 46,889 1,150 2,652 46,889 3,802 50,691 — N/A Various Total 7,126 $ (1,103,765) $ 267,876 $ 1,411,786 $ 137,215 $ 267,876 $ 1,549,001 $ 1,816,877 $ (119,270) (1) The aggregate cost of real estate for federal income tax purposes was $1.3 billion (unaudited) as of December 31, 2022. (2) Depreciation is recognized on a straight-line basis over the estimated useful asset lives of the related assets, which is 30 years for buildings and ranges from five (3) Park Avenue and Sugarmont were previously both development projects acquired and consolidated as part of the CRII Merger on May 7, 2021, but which have since been placed into service and reached stabilization. The costs capitalized subsequent to acquisition for these two properties above represent the development costs incurred to complete the projects since the initial acquisition date. (4) We own 99.0% of Sugarmont and the remaining one percent interest not owned by us has limited rights, including the right to control on behalf of the joint venture the prosecution and resolution of all litigation, claims, or causes of action that the joint venture has or may have against certain third parties associated with the design and construction of Sugarmont, as well as the obligation to defend any crossclaims resulting from these actions. The following table summarized the changes in our consolidated real estate assets and accumulated depreciation for the years ended December 31, 2022 and 2021 (in thousands): 2022 2021 Real estate assets: Balance at beginning of the year $ 1,476,518 $ 170,796 Additions during the year: Acquisitions 284,138 1,295,086 (1) Improvements and development costs 56,221 80,775 Dispositions and deconsolidations during the year: Dispositions and deconsolidations — (70,139) Balance at end of the year $ 1,816,877 $ 1,476,518 Accumulated depreciation and amortization: Balance at beginning of the year $ (68,035) $ (9,704) Depreciation and amortization (51,235) (61,243) Dispositions and deconsolidations — 2,912 Balance at end of the year $ (119,270) $ (68,035) (1) Aside from a portion of the other development real estate assets, all of our 2021 acquisitions of real estate were from the merger with CRII, which was an affiliated entity. The CRII Merger was accounted for as a business combination in accordance with ASC 805. See Note 4 for additional information regarding the CRII Merger including the amount of real estate assets acquired as part of the merger. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying 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”). In the opinion of management, the accompanying consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with GAAP. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and subsidiaries under its control. The Operating Partnership and its subsidiaries are consolidated as they are controlled by CCI. All intercompany balances and transactions have been eliminated in consolidation. Some of our partially owned and unconsolidated properties are owned through a tenant in common (“TIC interest”) structure. TIC interests constitute separate and undivided interests in real property. TIC interests in properties for which we exercise significant influence are accounted for using the equity method of accounting until we have acquired a 100% interest in the property. Number of units and certain other measures used to describe real estate assets included in the notes to the consolidated financial statements are presented on an unaudited basis. Certain amounts in the prior year consolidated financial statements and notes to the 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. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Variable Interest Entities | Variable Interest Entities We invest in entities that qualify as variable interest entities (“VIEs”). All VIEs for which we are the primary beneficiary are consolidated. VIEs for which we are not the primary beneficiary are accounted for under the equity method. A VIE is a legal entity in which the equity investors at risk lack sufficient equity to finance the entity’s activities without additional subordinated financial support or, as a group, the equity investors at risk lack the power to direct the entity’s activities and the obligation to absorb the entity’s expected losses or the right to receive the entity’s expected residual returns. Qualitative and quantitative factors are considered in determining whether we are the primary beneficiary of a VIE, including, but not limited to, which activities most significantly impact economic performance, which party controls such activities, the amount and characteristics of our investments, the obligation or likelihood for us or other investors to provide financial support, and the management relationship of the property. CROP is a VIE as the limited partners lack substantive kick-out rights and substantive participating rights. We are the primary beneficiary of CROP as we have the power to direct the activities that most significantly impact economic performance and the rights to receive economic benefits. Substantially all of our assets and liabilities are held in CROP. In cases where we become the primarily beneficiary of a VIE, we recognized a gain or loss for the difference between the sum of (1) the fair value of any consideration paid, the fair value of the noncontrolling interest, and the reported amount of our equity method investment and (2) the net fair value of identifiable assets and liabilities of the VIE. |
Investments in Real Estate | Investments in Real Estate In accordance with Accounting Standards Codification Topic 805, Business Combinations , we determine whether an acquisition qualifies as a business combination or as an asset acquisition. We account for business combinations by recognizing assets acquired and liabilities assumed at their fair values as of the acquisition date and expensing transaction costs. Differences between the transaction price and the fair value of identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree, are accounted for as goodwill, or conversely, as a gain on bargain purchase. Transaction costs are included within general and administrative expenses on our consolidated statements of operations as incurred. The CRII Merger was accounted for as a business combination. We account for asset acquisitions by allocating the total cost to the individual assets acquired and liabilities assumed on a relative fair value basis. Real estate assets and liabilities include land, building, furniture, fixtures and equipment, other personal property, in-place lease intangibles and debt. Asset acquisition accounting is also used when we acquire a controlling interest through the acquisition of additional interests in partially owned real estate. |
Real Estate Assets, Net | Real Estate Assets, Net We state real estate assets at cost, less accumulated depreciation and amortization. We capitalize costs related to the development, construction, improvement, and significant renovation of properties, which include capital replacements such as scheduled carpet replacement, new roofs, HVAC units, plumbing, concrete, masonry and other paving, pools and various exterior building improvements. We also capitalize salary costs directly attributable to significant renovation work. five |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets include real estate assets, acquired intangible assets, and investments in real-estate related loans. Intangible assets are amortized on a straight-line basis over their estimated useful lives. On an annual basis, we assess potential impairment indicators of long-lived assets. We also review for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Indicators that may cause an impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results and significant market or economic trends. When we determine the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more of the above indicators, we determine recoverability by comparing the carrying amount of the asset to the net future undiscounted cash flows the asset is expected to generate. We recognize, if appropriate, an impairment equal to the |
Investments in Unconsolidated Real Estate Entities | Investments in Unconsolidated Real Estate Entities Real estate investments where we have significant noncontrolling influence and VIEs where we are not the primary beneficiary are accounted for under the equity method. Equity method investments in unconsolidated real estate entities are recorded at cost, adjusted for our share of net earnings or losses each period, and reduced by distributions. Equity in earnings or losses is generally recognized based on our ownership interest in the earnings or losses of the unconsolidated real estate entities. We follow the “look through” approach for classification of distributions from unconsolidated real estate entities in the consolidated statements of cash flows. Under this approach, distributions are reported under operating cash flow unless the facts and circumstances of a specific distribution clearly indicate that it is a return of capital (e.g., a liquidating dividend or distribution of the proceeds from the entity’s sale of assets), in which case it is reported as an investing activity. We assess potential impairment of investments in unconsolidated real estate entities whenever events or changes in circumstances indicate that the fair value of the investment is less than its carrying value. To the extent impairment has occurred, and is not considered temporary, the impairment is measured as the excess of the carrying amount of the investment over the fair value of the investment. No impairment losses were recognized for the years ended December 31, 2022 and 2021 related to our investments in unconsolidated real estate entities. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all cash on deposit, money market funds and short-term investments with original maturities of three months or less to be cash and cash equivalents. We maintain cash in demand deposit accounts at several major commercial banks where balances in individual accounts at times exceeds FDIC insured amounts. To reduce the risk associated with the failure of such financial institutions, we periodically evaluate the credit quality of the financial institutions in which we hold deposits. We have not experienced any losses in such accounts. |
Restricted Cash | Restricted Cash Restricted cash includes a construction bond, residents’ security deposits, cash in escrow for self-insurance retention, cash in escrow for acquisitions, escrow deposits held by title companies or by lenders for property taxes, insurance, debt service and replacement reserves, and utility deposits. |
Other Assets | Other Assets Other assets consist primarily of intangible assets acquired in connection with the CRII Merger, as well as receivables, interest rate caps, prepaid expenses, related party receivables and other assets. |
Unsecured Promissory Notes And Debt Financing Costs | Unsecured Promissory Notes The 2017 6% Notes and the 2019 6% Notes are unsecured notes issued to investors outside of the United States. These unsecured promissory notes are described in Note 6 . These instruments are similar in nature, have fixed interest rates and maturity dates, and are denominated in U.S. dollars. Debt Financing Costs Debt financing costs are presented as a direct deduction from the carrying amount of the associated debt liability, which includes mortgage notes, unsecured promissory notes, our revolving credit facility and preferred stock. Debt financing costs are amortized over the life of the related liability through interest expense. |
Preferred Stock | Preferred Stock Series 2016 Preferred Stock, Series 2017 Preferred Stock, Series 2019 Preferred Stock, and our recently designated Series 2023 Preferred Stock are described in Note 8 |
Revenue Recognition | Revenue Recognition We lease our multifamily residential units with rents generally due on a monthly basis. Terms are one year or less, renewable upon consent of both parties on an annual or monthly basis. Rental and other property revenues is recognized in accordance with Accounting Standards Codification (“ASC”) No. 842, Leases (“Topic 842”). Rental and other property revenues represented 89% of our total revenue for the year ended December 31, 2022. Our non-lease related revenue consists of income earned from our property management, development, asset management and interest income from our investments in real-estate related loans. Property management and development revenue is derived primarily from our property management services, development and construction work, and internet services. Other revenues consists of interest revenue from our investments in real-estate related loans and asset management revenue from CMOF prior to the closing of the CMOF Merger on September 27, 2022. Non-lease revenues are recognized in accordance with Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers |
Performance Participation Allocation | Performance Participation AllocationUnder the terms of our operating partnership agreement, the Special Limited Partner, an affiliate of our advisor, is entitled to an allocation of CROP’s total return to its capital account. The receipt of the performance participation allocation is subject to the ongoing effectiveness of our advisory agreement. As the performance participation allocation is associated with the performance of a service by the advisor, it is expensed in our consolidated statements of operations. |
Income Taxes | Income Taxes We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, beginning with the year ending December 31, 2019. The Company, as a REIT, is not subject to federal income tax with respect to that portion of its income that meets certain criteria and is distributed annually to stockholders. To continue to qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the REIT’s taxable income, excluding net capital gains, to stockholders. We have adhered to, and intend to continue to adhere to, these requirements to maintain REIT status. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants relief under certain statutory provisions. As a qualified REIT, we are still subject to certain state and local taxes and may be subject to federal income and excise taxes on undistributed taxable income. In addition, taxable income from activities managed through our taxable REIT subsidiary (“TRS”) are subject to federal, state and local income taxes. Provision for such taxes has been included in income tax expense on our consolidated statements of operations. CROP is generally not subject to federal and state income taxes. OP Unit holders, including CCI, are subject to tax on their respective allocable shares of CROP’s taxable income. However, there are certain states that require an entity level tax on CROP. We determine deferred tax assets and liabilities applicable to the TRS based on differences between financial reporting and tax bases of existing assets and liabilities. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, only to the extent that it is more likely than not that future taxable profits will be available against which they can be utilized. We recognize interest and penalties relating to uncertain tax positions in income tax expense when incurred. In 2022 we had $37.7 million of net Section 1231 gains allocated to our TRS, primarily from a promote received from an incentive allocation agreement. Refer to Note 10 . We recorded deferred tax liabilities of $9.2 million related to these gains in 2022. They are deferred as these Section 1231 gains have been or will be contributed to a Qualified Opportunity Zone fund, which provides tax benefits for development programs located in designated areas. We expect that these deferred tax liabilities will be realized in 2026. |
Noncontrolling Interests | Noncontrolling Interests The portion of ownership interests in consolidated entities not held by CCI are reported as noncontrolling interests. Equity and net income (loss) attributable to CCI and to noncontrolling interests are presented separately on the consolidated financial statements. Changes in noncontrolling ownership interests, as in the case of the CMRI Merger and CMRII Merger, are accounted for as equity transactions. Noncontrolling interest – limited partners – These noncontrolling interests represent ownership interest in CROP (“CROP Unit”) not held by CCI, the general partner. Net income or loss is allocated to these limited partners of CROP based on their ownership percentage. Issuance of additional common stock by CCI or CROP Units to limited partners changes the ownership interests of both CCI and the limited partners of CROP. Consistent with the one-for-one relationship between the CROP Units issued to CCI, limited partners are attributed a share of net income or loss in CROP based on their weighted-average ownership interest in CROP during the period. |
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, volatilities, 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) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment Useful Lives | The useful lives of our real estate assets are as follows (in years): Land improvements 5 - 15 Buildings 30 Building improvements 5 - 15 Furniture, fixtures and equipment 5 - 15 Intangible lease assets Over lease term The following table summarizes the carrying amounts of our consolidated real estate assets ($ in thousands): December 31, 2022 December 31, 2021 Land $ 267,876 $ 202,531 Building and improvements 1,348,019 1,074,126 Furniture, fixtures and equipment 54,067 37,463 Intangible assets 40,692 34,905 Construction in progress (1) 106,223 127,493 1,816,877 1,476,518 Less: Accumulated depreciation and amortization (119,270) (68,035) Real estate assets, net $ 1,697,607 $ 1,408,483 (1) Includes construction in progress for our development projects and capitalized costs for improvements not yet placed in service at our stabilized properties. |
Accounting Standards Update and Change in Accounting Principle | The following table provides a brief description of recent accounting pronouncements that could have a material effect on our consolidated financial statements: Standard Description Required date of adoption Effect on the Financial Statements or Other Significant Matters ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments This ASU requires entities to estimate a lifetime expected credit loss for most financial assets, including trade and other receivables and other long-term financings including available for sale and held-to-maturity debt securities, and loans. Subsequently, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, which amends the scope of ASU 2016-13 and clarified that receivables arising from operating leases are not within the scope of the standard and should continue to be accounted for in accordance with the leases standard (Topic 842). January 1, 2023 ASU 2016-13 affects entities holding financial assets and net investments in leases that are not accounted for at fair value through net income. The amendments in ASU 2016-13 require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. We have evaluated the impact of adopting the new standard and do not expect significant adjustments to the consolidated financial statements as a result of adoption of this standard. |
Restatement of Previously Iss_3
Restatement of Previously Issued Consolidated Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Restatement of Previously Issued Consolidated Financial Statements | The Restatement corrects the inaccurate presentation of the change in cash flows ascribed to financing and operating activities in the consolidated statement of cash flows due to the incorrect inclusion of accrued deferred offering costs in the financing activity section of the consolidated statement of cash flows and in the changes in accounts payable, accrued expenses, and other liabilities in the operating activity section of the consolidated statement of cash flows. The adjustment to the consolidated statement of cash flows is as follows (in thousands): Year Ended December 31, 2022 As Previously Reported Restatement Adjustment Other Adjustments (1) As Restated Cash flows from operating activities: Deferred taxes $ — $ — $ 7,622 $ 7,622 Accounts payable, accrued expenses and other liabilities $ 15,232 $ (4,791) $ (7,622) $ 2,819 Net cash provided by operating activities $ 8,559 $ (4,791) $ — $ 3,768 Cash flows from investing activities: Acquisitions of real estate, net of cash acquired $ (148,216) $ — $ 5,603 $ (142,613) Net cash used in investing activities $ (166,723) $ — $ 5,603 $ (161,120) Cash flows from financing activities: Borrowings under mortgage notes and term loans $ 469,976 $ — $ (5,603) $ 464,373 Offering costs paid on issuance of common stock $ (14,376) $ 4,791 $ — $ (9,585) Net cash provided by financing activities $ 208,298 $ 4,791 $ (5,603) $ 207,486 Supplemental disclosure of non-cash investing and financing activities: Increase in accrued deferred offering costs $ — $ 4,791 $ — $ 4,791 Cottonwood Ridgeview Acquisition Real estate assets, net of cash acquired $ 62,636 $ — $ 5,531 $ 68,167 Mortgage note $ 58,192 $ — $ 5,603 $ 63,795 (1) Other adjustments include moving $7.6 million for the change in deferred tax liabilities from accounts payable, accrued expenses and other liabilities to a separate line within cash flows from operating activities titled “Deferred taxes” and moving $5.6 million from borrowings under mortgage notes and term loans in cash flows from financing activities to acquisitions of real estate, net of cash acquired, in cash flows from investing activities. These other adjustments are immaterial and do not change overall cash flows from operating activities. The Restatement adjustment reduced the amount for changes in accounts payable, accrued expenses and other liabilities to $10.4 million. The $2.8 million ending number includes the impact of the Restatement adjustment and the other adjustment for deferred taxes. See Note 1 5 As Previously Reported Reallocation Adjustment As Adjusted As of December 31, 2021 Additional paid-in capital $ 252,035 $ 23,786 $ 275,821 Noncontrolling interests - limited partners $ 291,258 $ (23,786) $ 267,472 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 We have also included an immaterial adjustment to the consolidated statement of stockholder’s equity for the year ended December 31, 2021 to adjust the fair value of noncontrolling interest for CMRI and CMRII recorded with the CRII Merger in 2021 as follows (in thousands): Noncontrolling interests - partially owned entities Total Equity and Noncontrolling Interests As Previously Reported Adjustment As Adjusted As Previously Reported Adjustment As Adjusted CRII Merger $ 218,380 $ (8,009) $ 210,371 $ 586,316 $ (8,009) $ 578,307 CMRI Merger $ (79,447) $ 5,585 $ (73,862) $ (9,353) $ 5,585 $ (3,768) CMRII Merger $ (63,752) $ 2,424 $ (61,328) $ (6,376) $ 2,424 $ (3,952) Three Months Ended March 31, 2022 As Previously Reported Restatement Adjustment As Restated Cash flows from operating activities: Net loss $ (6,888) $ — $ (6,888) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 11,268 — 11,268 Share-based compensation 865 — 865 Other operating 1,312 — 1,312 Loss on debt extinguishment 551 — 551 Equity in earnings of unconsolidated real estate entities (2,670) — (2,670) Distributions from unconsolidated real estate entities - return on capital 2,235 — 2,235 Changes in operating assets and liabilities: Other assets (1,170) — (1,170) Performance participation allocation 19,934 — 19,934 Performance participation allocation payment (51,761) — (51,761) Accounts payable, accrued expenses and other liabilities 11,518 (1,592) 9,926 Net cash used in operating activities (14,806) (1,592) (16,398) Cash flows from investing activities: Capital expenditures and development activities (18,488) — (18,488) Investments in unconsolidated real estate entities (197) — (197) Distributions from unconsolidated real estate entities - return on capital 38,769 — 38,769 Contributions to investments in real-estate related loans — — — Net cash provided by investing activities 20,084 — 20,084 Cash flows from financing activities: Principal payments on mortgage notes (404) — (404) Borrowings from revolving credit facility 52,800 — 52,800 Repayments on revolving credit facility (72,800) — (72,800) Borrowings under mortgage notes and term loans 369,500 — 369,500 Repayments of mortgage notes and term loans (218,693) — (218,693) Deferred financing costs on mortgage notes and term loans (4,036) — (4,036) Borrowings from construction loans 9,178 — 9,178 Repayments of construction loans (59,660) — (59,660) Proceeds from issuance of Series 2019 Preferred Stock 14,162 — 14,162 Redemption of preferred stock (2,738) — (2,738) Offering costs paid on issuance of preferred stock (1,693) — (1,693) Repurchase of unsecured promissory notes (96) — (96) Proceeds from issuance of common stock 33,395 — 33,395 Repurchase of common stock/OP Units (3,394) — (3,394) Offering costs paid on issuance of common stock (2,959) 1,592 (1,367) Contributions from noncontrolling interests 662 — 662 Distributions to common stockholders (4,174) — (4,174) Distributions to noncontrolling interests - limited partners (5,460) — (5,460) Distributions to noncontrolling interests - partially owned entities (4,073) — (4,073) Net cash provided by financing activities 99,517 1,592 101,109 Net increase in cash and cash equivalents and restricted cash 104,795 — 104,795 Cash and cash equivalents and restricted cash, beginning of period 45,390 — 45,390 Cash and cash equivalents and restricted cash, end of period $ 150,185 $ — $ 150,185 Reconciliation of cash and cash equivalents and restricted cash to Cash and cash equivalents $ 121,890 $ — $ 121,890 Restricted cash 28,295 — 28,295 Total cash and cash equivalents and restricted cash $ 150,185 $ — $ 150,185 Supplemental disclosure of non-cash investing and financing activities: Increase in accrued deferred offering costs $ — $ 1,592 $ 1,592 Six Months Ended June 30, 2022 As Previously Reported Restatement Adjustment Other Adjustment (1) As Restated Cash flows from operating activities: Net loss $ (19,882) $ — $ — $ (19,882) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 23,259 — — 23,259 Gain on sale of investments in unconsolidated real estate entities (7,634) — — (7,634) Share-based compensation 1,596 — — 1,596 Deferred taxes — — 7,262 7,262 Other operating 3,014 — — 3,014 Loss on debt extinguishment 481 — — 481 Equity in earnings of unconsolidated real estate entities (6,723) — — (6,723) Distributions from unconsolidated real estate entities - return on capital 6,423 — — 6,423 Changes in operating assets and liabilities: Other assets (3,498) — — (3,498) Performance participation allocation 30,078 — — 30,078 Performance participation allocation payment (51,761) — — (51,761) Accounts payable, accrued expenses and other liabilities 17,439 (3,061) (7,262) 7,116 Net cash used in operating activities (7,208) (3,061) — (10,269) Cash flows from investing activities: Acquisitions of real estate, net of cash acquired (93,985) — — (93,985) Capital expenditures and development activities (31,341) — — (31,341) Investments in unconsolidated real estate entities (197) — — (197) Proceeds from sale of investments in unconsolidated real estate entities 28,734 — — 28,734 Distributions from unconsolidated real estate entities - return on capital 38,769 — — 38,769 Net cash provided by investing activities (58,020) — — (58,020) Cash flows from financing activities: Principal payments on mortgage notes (793) — — (793) Borrowings from revolving credit facility 138,000 — — 138,000 Repayments on revolving credit facility (98,000) — — (98,000) Borrowings under mortgage notes and term loans 464,372 — — 464,372 Repayments of mortgage notes and term loans (231,177) — — (231,177) Deferred financing costs on mortgage notes and term loans (4,931) — — (4,931) Borrowings from construction loans 22,915 — — 22,915 Repayments of construction loans (59,660) — — (59,660) Proceeds from issuance of Series 2019 Preferred Stock 15,472 — — 15,472 Redemption of preferred stock (142,616) — — (142,616) Offering costs paid on issuance of preferred stock (1,708) — — (1,708) Repurchase of unsecured promissory notes (96) — — (96) Proceeds from issuance of common stock 87,600 — — 87,600 Repurchase of common stock/OP Units (9,432) — — (9,432) Offering costs paid on issuance of common stock (7,170) 3,061 — (4,109) Contributions from noncontrolling interests 11,758 — — 11,758 Distributions to common stockholders (8,774) — — (8,774) Distributions to noncontrolling interests - limited partners (11,018) — — (11,018) Distributions to noncontrolling interests - partially owned entities (4,195) — — (4,195) Net cash provided by financing activities 160,547 3,061 — 163,608 Net increase in cash and cash equivalents and restricted cash 95,319 — — 95,319 Cash and cash equivalents and restricted cash, beginning of period 45,390 — — 45,390 Cash and cash equivalents and restricted cash, end of period $ 140,709 $ — $ — $ 140,709 Reconciliation of cash and cash equivalents and restricted cash to Cash and cash equivalents $ 72,640 $ — $ — $ 72,640 Restricted cash 68,069 — — 68,069 Total cash and cash equivalents and restricted cash $ 140,709 $ — $ — $ 140,709 Supplemental disclosure of non-cash investing and financing activities: Increase in accrued deferred offering costs $ — $ 3,061 $ — $ 3,061 (1) The change in deferred tax liabilities was moved from accounts payable, accrued expenses and other liabilities to a separate line within cash flows from operating activities titled “Deferred taxes”. This other adjustment is immaterial and does not change overall cash flows from operating activities. The other adjustment changed the ending amount for changes in accounts payable, accrued expenses and other liabilities from $14.4 million to $7.1 million. Nine Months Ended September 30, 2022 As Previously Reported Restatement Adjustment Other Adjustments (1) As Restated Cash flows from operating activities: Net loss $ (32,209) $ — $ — $ (32,209) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 37,549 — — 37,549 Gain on sale of investments in unconsolidated real estate entities (7,810) — — (7,810) Share-based compensation 2,743 — — 2,743 Deferred taxes — — 7,262 7,262 Other operating 4,802 — — 4,802 Loss on debt extinguishment 481 — — 481 Equity in earnings of unconsolidated real estate entities (8,705) — — (8,705) Distributions from unconsolidated real estate entities - return on capital 8,389 — — 8,389 Changes in operating assets and liabilities: Other assets (2,647) — — (2,647) Performance participation allocation 31,160 — — 31,160 Performance participation allocation payment (51,761) — — (51,761) Accounts payable, accrued expenses and other liabilities 19,609 (4,404) (7,262) 7,943 Net cash provided by (used in) operating activities 1,601 (4,404) — (2,803) Cash flows from investing activities: Acquisitions of real estate, net of cash acquired (148,216) — 5,603 (142,613) Settlement of related party notes and liabilities assumed with the CMOF Merger (1,469) — — (1,469) Capital expenditures and development activities (77,235) — — (77,235) Investments in unconsolidated real estate entities (197) — — (197) Proceeds from sale of investments in unconsolidated real estate entities 28,910 — — 28,910 Distributions from unconsolidated real estate entities - return on capital 38,769 — — 38,769 Proceeds from settlement of investments in real-estate related loans 13,000 — — 13,000 Net cash provided by investing activities (146,438) — 5,603 (140,835) Cash flows from financing activities: Principal payments on mortgage notes (1,186) — — (1,186) Borrowings from revolving credit facility 168,000 — — 168,000 Repayments on revolving credit facility (141,000) — — (141,000) Borrowings under mortgage notes and term loans 469,976 — (5,603) 464,373 Repayments of mortgage notes and term loans (231,177) — — (231,177) Deferred financing costs on mortgage notes and term loans (5,067) — — (5,067) Borrowings from construction loans 30,642 — — 30,642 Repayments of construction loans (59,660) — — (59,660) Proceeds from issuance of Series 2019 Preferred Stock 15,472 — — 15,472 Redemption of preferred stock (142,720) — — (142,720) Offering costs paid on issuance of preferred stock (1,708) — — (1,708) Proceeds from issuance of common stock 145,008 — — 145,008 Repurchase of common stock/OP Units (15,840) — — (15,840) Offering costs paid on issuance of common stock (11,918) 4,404 — (7,514) Contributions from noncontrolling interests 11,935 — — 11,935 Distributions to common stockholders (13,842) — — (13,842) Distributions to noncontrolling interests - limited partners (16,507) — — (16,507) Distributions to noncontrolling interests - partially owned entities (4,311) — — (4,311) Other financing activities (96) — — (96) Net cash provided by financing activities 196,001 4,404 (5,603) 194,802 Net increase in cash and cash equivalents and restricted cash 51,164 — — 51,164 Cash and cash equivalents and restricted cash, beginning of period 45,390 — — 45,390 Cash and cash equivalents and restricted cash, end of period $ 96,554 $ — $ — $ 96,554 (1) Other adjustments include the $7.3 million change in deferred tax liabilities move from accounts payable, accrued expenses and other liabilities to a separate line within cash flows from operating activities titled “Deferred taxes” and the movement of $5.6 million from borrowings under mortgage notes and term loans in cash flows from financing activities to acquisitions of real estate, net of cash acquired, in cash flows from investing activities. These other adjustments are immaterial and do not change overall cash flows from operating activities. The other adjustment for deferred taxes changed the ending amount for changes in accounts payable, accrued expenses and other liabilities from $15.2 million to $7.9 million. Nine Months Ended September 30, 2022 (Continued) As Previously Reported Restatement Adjustment Other Adjustment As Restated Reconciliation of cash and cash equivalents and restricted cash to Cash and cash equivalents $ 63,045 $ — $ — $ 63,045 Restricted cash 33,509 — — 33,509 Total cash and cash equivalents and restricted cash $ 96,554 $ — $ — $ 96,554 Supplemental disclosure of non-cash investing and financing activities: Increase in accrued deferred offering costs $ — $ 4,404 $ — $ 4,404 CMOF Merger CMOF related party notes assumed $ 1,327 $ — $ — $ 1,327 Net other liabilities assumed $ 142 $ — $ — $ 142 Cottonwood Ridgeview Acquisition Real estate assets, net of cash acquired $ 62,636 $ — $ 5,531 $ 68,167 Mortgage note $ 58,192 $ — $ 5,603 $ 63,795 Other assets and liabilities assumed, net $ 642 $ — $ — $ 642 Value of OP Units issued for real estate assets $ 2,930 $ — $ — $ 2,930 Cottonwood Clermont Acquisition Assumption of mortgage note $ 35,521 $ — $ — $ 35,521 Also as described in Note 3 , the following table summarizes immaterial adjustments to the partnership equity amounts between us and our limited partners to align the net equity carrying balance to the respective partners’ ownership percentage for the quarterly periods indicated (in thousands): As Previously Reported Adjustment As Adjusted 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 September 30, 2022 Additional paid-in capital $ 413,328 $ (9,394) $ 403,934 Noncontrolling interests - limited partners $ 266,836 $ 9,394 $ 276,230 |
Real Estate Assets, Net (Tables
Real Estate Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Carrying Amounts of Consolidated Real Estate Assets | The useful lives of our real estate assets are as follows (in years): Land improvements 5 - 15 Buildings 30 Building improvements 5 - 15 Furniture, fixtures and equipment 5 - 15 Intangible lease assets Over lease term The following table summarizes the carrying amounts of our consolidated real estate assets ($ in thousands): December 31, 2022 December 31, 2021 Land $ 267,876 $ 202,531 Building and improvements 1,348,019 1,074,126 Furniture, fixtures and equipment 54,067 37,463 Intangible assets 40,692 34,905 Construction in progress (1) 106,223 127,493 1,816,877 1,476,518 Less: Accumulated depreciation and amortization (119,270) (68,035) Real estate assets, net $ 1,697,607 $ 1,408,483 (1) Includes construction in progress for our development projects and capitalized costs for improvements not yet placed in service at our stabilized properties. |
Schedule of Equity Transaction Adjustments | Accordingly, CMOF’s noncontrolling interest in the three investments was reduced by its carrying amount, and the difference between the carrying amount and the consideration paid was recorded as an adjustment to our equity through additional paid-in capital 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 CROP 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 2021 Consideration CMRI Merger CMRII Merger Common stock issued and outstanding 4,904,045 4,881,490 Exchange ratio 1.175 1.072 CCI common stock issued as consideration 5,762,253 5,232,957 Per share value of CCI Common Stock $ 11.7865 $ 11.7865 Fair value of CCI Common Stock issued $ 67,917 $ 61,678 Settlement of CMRI and CMRII promissory notes and interest with CROP 1,545 2,475 Net liabilities assumed 2,223 1,477 Total consideration $ 71,685 $ 65,630 2021 Change in equity CMRI Merger CMRII Merger Carrying amount of noncontrolling interest $ 73,862 $ 61,328 Total consideration 71,685 65,630 Additional paid in capital adjustment $ 2,177 $ (4,302) Fair value of CCI Common Stock issued $ 67,917 $ 61,678 Additional paid in capital adjustment 2,177 (4,302) Total change in equity $ 70,094 $ 57,376 |
Summary of Purchase Price Allocation | The following table summarizes the purchase price allocation of the real estate assets acquired or consolidated via asset acquisitions during the year ended December 31, 2022 (in thousands): Allocated Amounts Property Location Date Consolidated Building Land Furniture, Fixtures, and Equipment Lease Intangibles Debt Fair Value Adjustment Total Cottonwood Lighthouse Point Pompano Beach, FL 6/22/22 $ 76,322 $ 13,647 $ 3,854 $ 1,783 $ — $ 95,606 Cottonwood Ridgeview Plano, TX 9/19/22 54,337 9,275 3,383 1,603 1,504 70,102 Cottonwood Clermont Clermont, FL 9/21/22 67,400 5,705 7,561 1,792 3,428 85,886 $ 198,059 $ 28,627 $ 14,798 $ 5,178 $ 4,932 $ 251,594 |
Schedule of Consideration in Merger Agreement | The consideration given in exchange for CRII was as follows ($ in thousands, except share and per share data): CRII Common stock issued and outstanding 213,434 Exchange ratio 2.015 CCI common stock issued as consideration 430,070 CCI’s estimated value per share as of May 7, 2021 $ 10.83 Value of CCI common stock issued as consideration $ 4,658 |
Schedule of Purchase Price Allocation of identifiable Asset and Liabilities Assumed | The following table shows the purchase price allocation of CRII’s identifiable assets and liabilities assumed as of May 7, 2021 ($ in thousands): Assets Real estate assets (1) $ 1,291,030 Investments in unconsolidated real estate entities 120,775 Cash and cash equivalents 31,799 Restricted cash 20,144 Other assets (2) 34,317 Total assets acquired $ 1,498,065 Liabilities Mortgage notes, net $ 622,095 Construction loans 64,114 Preferred stock 143,979 Unsecured promissory notes 48,643 Accounts payable, accrued expenses and other liabilities 40,926 Total liabilities assumed 919,757 Consolidated net assets acquired 578,308 Noncontrolling interests (3) (573,650) Net assets acquired $ 4,658 (1) Real estate assets acquired in connection with the CRII Merger include $33.2 million of intangible lease assets, which have a weighted-average amortization period of 0.5 years. As such, based on the May 7, 2021 merger date, the intangible lease assets acquired from the CRII Merger have been fully amortized by December 31, 2021. (2) Other assets includes $24.1 million of intangible assets from the CRII Merger. The $24.1 million of intangible assets have a weighted-average amortization period of 8.8 years, and include $22.2 million related to the acquisition of CRII’s property management and ancillary businesses (with a weighted-average amortization period of 9.2 years) and $1.9 million related to acquired disposition fees on certain properties and promotes on development assets (with a weighted-average amortization period of 3.8 years). (3) The fair value of noncontrolling interests is based on the fair value of assets and liabilities held by the noncontrolling interests at their ownership share. These values were determined using methods similar to those used by independent appraisers, and include using replacement cost estimates less depreciation, discounted cash flows, market comparisons, and direct capitalization of net operating income. |
Schedule of Revenue and Net Loss Since Acquisition | The accompanying statements of operations include the following revenue and net income (loss) generated from the assets acquired and liabilities assumed with the CRII Merger (in thousands): Year Ended Period From May 7, 2021 Revenue $ 114,474 $ 70,211 Net income (loss) (1) $ 29,912 $ (36,830) (1) The primary reasons for the changes in net income (loss) related to asset acquired and liabilities assumed with the CRII Merger for the year ended December 31, 2022 compared to the prior year are the $30.7 million incentive allocation promote recognized in 2022, the burn off of amortization in 2021 from the CRII Merger related intangibles, and a full year of income from the acquired assets in 2022 compared to less than eight months of income in 2021. |
Schedule of Pro Forma Information | The following condensed pro forma operating information is presented as if the CRII Merger occurred in 2020 and had been included in operations as of January 1, 2020. The pro forma operating information excludes certain nonrecurring adjustments, such as acquisition fees and expenses incurred, to reflect the pro forma impact the acquisition would have on earnings on a continuous basis (in thousands): Year Ended December 31, 2022 2021 Pro forma revenue: Historic results $ 138,302 $ 83,181 CRII Merger (excluding those in historic results) — 34,140 Total $ 138,302 $ 117,321 Pro forma net loss: Historic results $ (34,030) $ (106,905) CRII Merger (excluding those in historic results) — (13,298) Total $ (34,030) $ (120,203) |
Investments in Unconsolidated_2
Investments in Unconsolidated Real Estate Entities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Real Estate [Abstract] | |
Schedule of Equity Method Investments | Our investments in unconsolidated real estate entities consist of ownership interests in stabilized properties and preferred equity investments as follows as of December 31, 2022 and 2021 (in thousands): Balance at December 31, Property / Development Location % Owned 2022 2021 Stabilized Properties 3800 Main (1) Houston, TX 0% (1) $ — $ 10,347 Alpha Mill (2) (3) Charlotte, NC 28.3% 10,470 22,034 Cottonwood Bayview (2) St. Petersburg, FL 71.0% 30,792 31,399 Cottonwood Ridgeview (4) Plano, TX 100% (4) — 34,352 Fox Point (2) Salt Lake City, UT 52.8% 14,794 16,056 Toscana at Valley Ridge (2) Lewisville, TX 58.6% 9,382 9,370 Melrose Phase II (2) (5) Nashville, TN 79.8% (5) 6,185 15,523 Preferred Equity Investments Lector85 (6) Ybor City, FL 10,006 13,010 Astoria West (formerly Vernon) Queens, NY 20,567 18,079 801 Riverfront West Sacramento, CA 20,259 16,884 417 Callowhill Philadelphia, PA 9,949 — Other 803 3,679 Total $ 133,207 $ 190,733 (1) On June 23, 2022, 3800 Main was sold. We received $16.8 million in cash for the sale and recognized a gain of $7.3 million. (2) We account for our tenant in common interests in these properties as equity method investments. Refer to Note 2 . (3) On April 7, 2022, we sold 28.9% of our ownership interest in Alpha Mill for $11.9 million to certain third parties and recognized a gain of $0.8 million. Our remaining ownership in Alpha Mill is 28.3%. (4) On September 19, 2022, we issued 141,543 CROP Units for the remaining 9.5% tenant-in-common interests in Cottonwood Ridgeview, resulting in the consolidation of the property from that date onward. The value of the CROP Units on the close date was $2.9 million based on the net asset value of CROP Units as of August 31, 2022. (5) On December 28, 2021, we bought an additional 54.9% interest in Melrose Phase II for $10.6 million, increasing our ownership to 79.8%. (6) On December 2, 2022, we received a distribution of $4.8 million from our Lector85 preferred equity investment as payment for interest accrued. The following is a summary of certain balance sheet and operating data for our stabilized properties ($ in thousands): Operating data: 2022 - For the Period Held as Equity Method Investments 2021 - For the Period Held as Equity Method Investments Total revenues $ 35,514 $ 23,514 Total operating expenses 14,258 9,941 Total other expenses (18,871) (24,672) Net income (loss) 2,385 (11,099) Balance sheet data: December 31, 2022 December 31, 2021 Real estate assets $ 309,404 $ 440,853 Cash and cash equivalents 4,270 6,361 Total assets 319,734 452,972 Mortgage notes, net 193,939 250,224 Total liabilities 197,365 255,768 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Mortgage Notes And Revolving Credit Facility | The following table is a summary of the mortgage notes and revolving credit facility secured by our properties as of December 31, 2022 and 2021 ($ in thousands): Principal Balance Outstanding Indebtedness Weighted-Average Interest Rate Weighted-Average Remaining Term (1) December 31, 2022 December 31, 2021 Fixed rate loans Fixed rate mortgages 3.62% 5.2 Years $ 528,308 $ 213,009 Total fixed rate loans 528,308 213,009 Variable rate loans (2) Floating rate mortgages 5.52% (3) 6.7 Years 426,130 407,022 Variable rate revolving credit facility (4) 5.79% 2.2 Years 54,000 20,000 Total variable rate loans 480,130 427,022 Total secured loans 1,008,438 640,031 Unamortized debt issuance costs (4,878) (940) Premium on assumed debt, net (3,423) 3,016 Mortgage notes and revolving credit facility, net $ 1,000,137 $ 642,107 (1) For loans where we have the ability to exercise extension options at our own discretion, the maximum maturity date has been assumed. (2) The interest rate of our variable rate loans is primarily based on one-month LIBOR or one-month SOFR. (3) Includes the impact of interest rate caps in effect on December 31, 2022. (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 December 31, 2022 the amount on our variable rate revolving credit facility was capped at $112.0 million primarily due to the interest rate environment. |
Schedule of Construction Loans | Information on our construction loans are as follows ($ in thousands): Development Interest Rate Final Expiration Date Loan Amount Amount Drawn at Amount Drawn at Sugarmont (1) (1) (1) (1) $ — $ 59,660 Park Avenue One-Month USD SOFR + 1.75% November 30, 2023 (2) 37,000 37,000 29,520 Cottonwood Broadway One-Month USD Libor + 1.9% May 15, 2024 44,625 39,728 27,476 Cottonwood Highland One-Month USD SOFR + 2.55% May 1, 2029 44,250 18,599 — $ 125,875 $ 95,327 $ 116,656 (1) The Sugarmont construction loan was refinanced in January 2022 with a $105.0 million floating rate mortgage. (2) It is expected the Park Avenue loan will be refinanced in 2023. |
Schedule of Unsecured Promissory Notes | Information on our unsecured promissory notes are as follows ($ in thousands): Offering Size Interest Rate Maturity Date Maximum Extension Date December 31, 2022 December 31, 2021 2017 6% Notes (1) $ 35,000 6.00% December 31, 2023 December 31, 2024 $ 20,718 $ 20,918 2019 6% Notes 25,000 6.00% December 31, 2023 December 31, 2025 22,235 22,625 $ 60,000 $ 42,953 $ 43,543 (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 to 6.25% for the period from January 1, 2023 to December 31, 2023. |
Schedule of Mortgage Notes, Repayments of Principal | The aggregate maturities, including amortizing principal payments on our debt for years subsequent to December 31, 2022 are as follows (in thousands): Year Mortgage Notes and Revolving Credit Facility Construction Loans Unsecured Total 2023 (1) $ 110,506 $ 76,728 $ 42,953 $ 230,187 2024 1,008 — — 1,008 2025 3,353 — — 3,353 2026 143,696 — — 143,696 2027 369,821 — — 369,821 Thereafter 380,054 18,599 — 398,653 $ 1,008,438 $ 95,327 $ 42,953 $ 1,146,718 (1) Of the amounts maturing in 2023, $20.7 million relates to our 2017 6% Unsecured Promissory Notes, which can be extended to December 31, 2024, $22.2 million relates to our 2019 6% Unsecured Promissory Notes, which can be extended for two one one Note 14 . |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The table below includes the carrying value and fair value for our financial instruments for which it is practicable to estimate fair value (in thousands): As of December 31, 2022 As of December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value Financial Asset: Investments in real-estate related loans $ — $ — $ 13,035 $ 13,035 Financial Liability: Fixed rate mortgages $ 528,308 $ 509,134 $ 213,009 $ 216,566 Floating rate mortgages $ 426,130 $ 421,189 $ 407,022 $ 409,377 Variable rate revolving credit facility $ 54,000 $ 54,000 $ 20,000 $ 20,000 Construction loans $ 95,327 $ 95,327 $ 116,656 $ 116,656 Series 2016 Preferred Stock $ — $ — $ 139,996 $ 139,996 Series 2017 Preferred Stock $ — $ — $ 2,586 $ 2,586 Series 2019 Preferred Stock $ 127,065 $ 127,065 $ 111,863 $ 111,863 Unsecured promissory notes, net $ 42,953 $ 42,953 $ 43,543 $ 43,543 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Preferred Stock | Information on our preferred stock designated as of December 31, 2022 and 2021 is as follows: Dividend Rate Extension Dividend Rate Redemption Date Maximum Extension Date Shares Outstanding at December 31, 2022 December 31, 2021 Series 2016 Preferred Stock (1) 6.5% 7.0% January 31, 2022 January 31, 2023 — 13,999,560 Series 2017 Preferred Stock (2) 7.5% 8.0% January 31, 2022 January 31, 2024 — 258,550 Series 2019 Preferred Stock 5.5% 6.0% December 31, 2023 December 31, 2025 12,706,485 11,186,301 Series 2023 Preferred Stock 6.0% 6.5% (3) June 30, 2027 June 30, 2029 — — (1) We fully redeemed our Series 2016 Preferred Stock on April 18, 2022 for $139.8 million. (2) We fully redeemed our Series 2017 Preferred Stock immediately after the January 31, 2022 redemption date for $2.6 million. (3) Represents the fully extended dividend rate. During the first-year extension the dividend rate is 6.25%. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Common Stock Outstanding | The following table summarizes the changes in the shares outstanding for each class of outstanding common stock for the periods presented below: Class T D I A TX Total Balance at December 31, 2020 — — — 12,214,771 17,518 12,232,289 Issuance of common stock — — 151,286 — — 151,286 Distribution reinvestment — — — 8,660 2 8,662 Repurchases of common stock — — — (203,537) — (203,537) CRII Merger — — — 430,070 — 430,070 CMRI Merger — — — 5,762,253 — 5,762,253 CMRII Merger — — — 5,232,957 — 5,232,957 Balance at December 31, 2021 — — 151,286 23,445,174 17,520 23,613,980 Issuance of common stock 4,814,430 64,645 3,579,515 — — 8,458,590 Distribution reinvestment 10,832 28 8,334 93,768 13 112,975 Exchanges and transfers (1) — — 280,889 17,533 (17,533) 280,889 CMOF Merger — — — 4,335,367 — 4,335,367 Repurchases of common stock (10,140) — (158,975) (1,286,978) — (1,456,093) Balance at December 31, 2022 4,815,122 64,673 3,861,049 26,604,864 — 35,345,708 (1) Exchanges represent the number of shares OP Unit holders have exchanged for Class I shares during the period. Transfers represent Class TX shares that were converted to Class A shares during the period. |
Schedule of Distributions | In September 2021, we began declaring monthly distributions for each share of our common stock as shown in the table below: Stockholder Record Date Monthly Rate Annually September 25, 2021 $ 0.04333333 $ 0.52 October 29, 2021 $ 0.04333333 $ 0.52 November 30, 2021 $ 0.05416667 $ 0.65 December 31, 2021 $ 0.05666667 $ 0.68 January 31, 2022 $ 0.05833333 $ 0.70 February 28, 2022 $ 0.05916667 $ 0.71 March 31, 2022 $ 0.05916667 $ 0.71 April 30, 2022 $ 0.05916667 $ 0.71 May 31, 2022 $ 0.06000000 $ 0.72 June 30, 2022 $ 0.06083333 $ 0.73 July 31, 2022 $ 0.06083333 $ 0.73 August 31, 2022 $ 0.06083333 $ 0.73 September 30, 2022 $ 0.06083333 $ 0.73 October 31, 2022 $ 0.06083333 $ 0.73 November 30, 2022 $ 0.06083333 $ 0.73 December 31, 2022 $ 0.06083333 $ 0.73 We declared the following monthly distributions after December 31, 2022: Stockholder 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 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Repurchase Program | Our board of directors has adopted a share repurchase program with respect to our preferred stock whereby, upon the request of a holder of our Series 2019 Preferred Stock and Series 2023 Preferred Stock, we may, at the sole discretion of the board of directors, repurchase their shares at the following prices, which are dependent on how long such preferred stockholder has held each share: Repurchase Price Share Purchase Anniversary Series 2019 Series 2023 Less than 1 year $8.80 $9.00 1 year $9.00 $9.00 2 years $9.20 $9.20 3 years $9.40 $9.40 4 years $9.60 $9.60 5 years $9.80 $9.80 A stockholder’s death or complete disability, 2 years or more $10.00 $10.00 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Schedule of Sale of Stock | We sold the following through our Follow-on Offering after December 31, 2022 ($ in thousands): Class T D I A Total Shares issued through Primary Offering 312,220 101,083 257,426 — 670,729 Shares issued through DRP Offering 7,428 171 6,210 21,751 35,560 Gross Proceeds $ 6,326 $ 2,014 $ 5,069 $ — $ 13,409 |
Schedule of Distributions | In September 2021, we began declaring monthly distributions for each share of our common stock as shown in the table below: Stockholder Record Date Monthly Rate Annually September 25, 2021 $ 0.04333333 $ 0.52 October 29, 2021 $ 0.04333333 $ 0.52 November 30, 2021 $ 0.05416667 $ 0.65 December 31, 2021 $ 0.05666667 $ 0.68 January 31, 2022 $ 0.05833333 $ 0.70 February 28, 2022 $ 0.05916667 $ 0.71 March 31, 2022 $ 0.05916667 $ 0.71 April 30, 2022 $ 0.05916667 $ 0.71 May 31, 2022 $ 0.06000000 $ 0.72 June 30, 2022 $ 0.06083333 $ 0.73 July 31, 2022 $ 0.06083333 $ 0.73 August 31, 2022 $ 0.06083333 $ 0.73 September 30, 2022 $ 0.06083333 $ 0.73 October 31, 2022 $ 0.06083333 $ 0.73 November 30, 2022 $ 0.06083333 $ 0.73 December 31, 2022 $ 0.06083333 $ 0.73 We declared the following monthly distributions after December 31, 2022: Stockholder 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 |
Restatement of Previously Iss_4
Restatement of Previously Issued Interim Consolidated Financial Statements (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Restatement of Previously Issued Interim Consolidated Financial Statements | The Restatement corrects the inaccurate presentation of the change in cash flows ascribed to financing and operating activities in the consolidated statement of cash flows due to the incorrect inclusion of accrued deferred offering costs in the financing activity section of the consolidated statement of cash flows and in the changes in accounts payable, accrued expenses, and other liabilities in the operating activity section of the consolidated statement of cash flows. The adjustment to the consolidated statement of cash flows is as follows (in thousands): Year Ended December 31, 2022 As Previously Reported Restatement Adjustment Other Adjustments (1) As Restated Cash flows from operating activities: Deferred taxes $ — $ — $ 7,622 $ 7,622 Accounts payable, accrued expenses and other liabilities $ 15,232 $ (4,791) $ (7,622) $ 2,819 Net cash provided by operating activities $ 8,559 $ (4,791) $ — $ 3,768 Cash flows from investing activities: Acquisitions of real estate, net of cash acquired $ (148,216) $ — $ 5,603 $ (142,613) Net cash used in investing activities $ (166,723) $ — $ 5,603 $ (161,120) Cash flows from financing activities: Borrowings under mortgage notes and term loans $ 469,976 $ — $ (5,603) $ 464,373 Offering costs paid on issuance of common stock $ (14,376) $ 4,791 $ — $ (9,585) Net cash provided by financing activities $ 208,298 $ 4,791 $ (5,603) $ 207,486 Supplemental disclosure of non-cash investing and financing activities: Increase in accrued deferred offering costs $ — $ 4,791 $ — $ 4,791 Cottonwood Ridgeview Acquisition Real estate assets, net of cash acquired $ 62,636 $ — $ 5,531 $ 68,167 Mortgage note $ 58,192 $ — $ 5,603 $ 63,795 (1) Other adjustments include moving $7.6 million for the change in deferred tax liabilities from accounts payable, accrued expenses and other liabilities to a separate line within cash flows from operating activities titled “Deferred taxes” and moving $5.6 million from borrowings under mortgage notes and term loans in cash flows from financing activities to acquisitions of real estate, net of cash acquired, in cash flows from investing activities. These other adjustments are immaterial and do not change overall cash flows from operating activities. The Restatement adjustment reduced the amount for changes in accounts payable, accrued expenses and other liabilities to $10.4 million. The $2.8 million ending number includes the impact of the Restatement adjustment and the other adjustment for deferred taxes. See Note 1 5 As Previously Reported Reallocation Adjustment As Adjusted As of December 31, 2021 Additional paid-in capital $ 252,035 $ 23,786 $ 275,821 Noncontrolling interests - limited partners $ 291,258 $ (23,786) $ 267,472 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 We have also included an immaterial adjustment to the consolidated statement of stockholder’s equity for the year ended December 31, 2021 to adjust the fair value of noncontrolling interest for CMRI and CMRII recorded with the CRII Merger in 2021 as follows (in thousands): Noncontrolling interests - partially owned entities Total Equity and Noncontrolling Interests As Previously Reported Adjustment As Adjusted As Previously Reported Adjustment As Adjusted CRII Merger $ 218,380 $ (8,009) $ 210,371 $ 586,316 $ (8,009) $ 578,307 CMRI Merger $ (79,447) $ 5,585 $ (73,862) $ (9,353) $ 5,585 $ (3,768) CMRII Merger $ (63,752) $ 2,424 $ (61,328) $ (6,376) $ 2,424 $ (3,952) Three Months Ended March 31, 2022 As Previously Reported Restatement Adjustment As Restated Cash flows from operating activities: Net loss $ (6,888) $ — $ (6,888) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 11,268 — 11,268 Share-based compensation 865 — 865 Other operating 1,312 — 1,312 Loss on debt extinguishment 551 — 551 Equity in earnings of unconsolidated real estate entities (2,670) — (2,670) Distributions from unconsolidated real estate entities - return on capital 2,235 — 2,235 Changes in operating assets and liabilities: Other assets (1,170) — (1,170) Performance participation allocation 19,934 — 19,934 Performance participation allocation payment (51,761) — (51,761) Accounts payable, accrued expenses and other liabilities 11,518 (1,592) 9,926 Net cash used in operating activities (14,806) (1,592) (16,398) Cash flows from investing activities: Capital expenditures and development activities (18,488) — (18,488) Investments in unconsolidated real estate entities (197) — (197) Distributions from unconsolidated real estate entities - return on capital 38,769 — 38,769 Contributions to investments in real-estate related loans — — — Net cash provided by investing activities 20,084 — 20,084 Cash flows from financing activities: Principal payments on mortgage notes (404) — (404) Borrowings from revolving credit facility 52,800 — 52,800 Repayments on revolving credit facility (72,800) — (72,800) Borrowings under mortgage notes and term loans 369,500 — 369,500 Repayments of mortgage notes and term loans (218,693) — (218,693) Deferred financing costs on mortgage notes and term loans (4,036) — (4,036) Borrowings from construction loans 9,178 — 9,178 Repayments of construction loans (59,660) — (59,660) Proceeds from issuance of Series 2019 Preferred Stock 14,162 — 14,162 Redemption of preferred stock (2,738) — (2,738) Offering costs paid on issuance of preferred stock (1,693) — (1,693) Repurchase of unsecured promissory notes (96) — (96) Proceeds from issuance of common stock 33,395 — 33,395 Repurchase of common stock/OP Units (3,394) — (3,394) Offering costs paid on issuance of common stock (2,959) 1,592 (1,367) Contributions from noncontrolling interests 662 — 662 Distributions to common stockholders (4,174) — (4,174) Distributions to noncontrolling interests - limited partners (5,460) — (5,460) Distributions to noncontrolling interests - partially owned entities (4,073) — (4,073) Net cash provided by financing activities 99,517 1,592 101,109 Net increase in cash and cash equivalents and restricted cash 104,795 — 104,795 Cash and cash equivalents and restricted cash, beginning of period 45,390 — 45,390 Cash and cash equivalents and restricted cash, end of period $ 150,185 $ — $ 150,185 Reconciliation of cash and cash equivalents and restricted cash to Cash and cash equivalents $ 121,890 $ — $ 121,890 Restricted cash 28,295 — 28,295 Total cash and cash equivalents and restricted cash $ 150,185 $ — $ 150,185 Supplemental disclosure of non-cash investing and financing activities: Increase in accrued deferred offering costs $ — $ 1,592 $ 1,592 Six Months Ended June 30, 2022 As Previously Reported Restatement Adjustment Other Adjustment (1) As Restated Cash flows from operating activities: Net loss $ (19,882) $ — $ — $ (19,882) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 23,259 — — 23,259 Gain on sale of investments in unconsolidated real estate entities (7,634) — — (7,634) Share-based compensation 1,596 — — 1,596 Deferred taxes — — 7,262 7,262 Other operating 3,014 — — 3,014 Loss on debt extinguishment 481 — — 481 Equity in earnings of unconsolidated real estate entities (6,723) — — (6,723) Distributions from unconsolidated real estate entities - return on capital 6,423 — — 6,423 Changes in operating assets and liabilities: Other assets (3,498) — — (3,498) Performance participation allocation 30,078 — — 30,078 Performance participation allocation payment (51,761) — — (51,761) Accounts payable, accrued expenses and other liabilities 17,439 (3,061) (7,262) 7,116 Net cash used in operating activities (7,208) (3,061) — (10,269) Cash flows from investing activities: Acquisitions of real estate, net of cash acquired (93,985) — — (93,985) Capital expenditures and development activities (31,341) — — (31,341) Investments in unconsolidated real estate entities (197) — — (197) Proceeds from sale of investments in unconsolidated real estate entities 28,734 — — 28,734 Distributions from unconsolidated real estate entities - return on capital 38,769 — — 38,769 Net cash provided by investing activities (58,020) — — (58,020) Cash flows from financing activities: Principal payments on mortgage notes (793) — — (793) Borrowings from revolving credit facility 138,000 — — 138,000 Repayments on revolving credit facility (98,000) — — (98,000) Borrowings under mortgage notes and term loans 464,372 — — 464,372 Repayments of mortgage notes and term loans (231,177) — — (231,177) Deferred financing costs on mortgage notes and term loans (4,931) — — (4,931) Borrowings from construction loans 22,915 — — 22,915 Repayments of construction loans (59,660) — — (59,660) Proceeds from issuance of Series 2019 Preferred Stock 15,472 — — 15,472 Redemption of preferred stock (142,616) — — (142,616) Offering costs paid on issuance of preferred stock (1,708) — — (1,708) Repurchase of unsecured promissory notes (96) — — (96) Proceeds from issuance of common stock 87,600 — — 87,600 Repurchase of common stock/OP Units (9,432) — — (9,432) Offering costs paid on issuance of common stock (7,170) 3,061 — (4,109) Contributions from noncontrolling interests 11,758 — — 11,758 Distributions to common stockholders (8,774) — — (8,774) Distributions to noncontrolling interests - limited partners (11,018) — — (11,018) Distributions to noncontrolling interests - partially owned entities (4,195) — — (4,195) Net cash provided by financing activities 160,547 3,061 — 163,608 Net increase in cash and cash equivalents and restricted cash 95,319 — — 95,319 Cash and cash equivalents and restricted cash, beginning of period 45,390 — — 45,390 Cash and cash equivalents and restricted cash, end of period $ 140,709 $ — $ — $ 140,709 Reconciliation of cash and cash equivalents and restricted cash to Cash and cash equivalents $ 72,640 $ — $ — $ 72,640 Restricted cash 68,069 — — 68,069 Total cash and cash equivalents and restricted cash $ 140,709 $ — $ — $ 140,709 Supplemental disclosure of non-cash investing and financing activities: Increase in accrued deferred offering costs $ — $ 3,061 $ — $ 3,061 (1) The change in deferred tax liabilities was moved from accounts payable, accrued expenses and other liabilities to a separate line within cash flows from operating activities titled “Deferred taxes”. This other adjustment is immaterial and does not change overall cash flows from operating activities. The other adjustment changed the ending amount for changes in accounts payable, accrued expenses and other liabilities from $14.4 million to $7.1 million. Nine Months Ended September 30, 2022 As Previously Reported Restatement Adjustment Other Adjustments (1) As Restated Cash flows from operating activities: Net loss $ (32,209) $ — $ — $ (32,209) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 37,549 — — 37,549 Gain on sale of investments in unconsolidated real estate entities (7,810) — — (7,810) Share-based compensation 2,743 — — 2,743 Deferred taxes — — 7,262 7,262 Other operating 4,802 — — 4,802 Loss on debt extinguishment 481 — — 481 Equity in earnings of unconsolidated real estate entities (8,705) — — (8,705) Distributions from unconsolidated real estate entities - return on capital 8,389 — — 8,389 Changes in operating assets and liabilities: Other assets (2,647) — — (2,647) Performance participation allocation 31,160 — — 31,160 Performance participation allocation payment (51,761) — — (51,761) Accounts payable, accrued expenses and other liabilities 19,609 (4,404) (7,262) 7,943 Net cash provided by (used in) operating activities 1,601 (4,404) — (2,803) Cash flows from investing activities: Acquisitions of real estate, net of cash acquired (148,216) — 5,603 (142,613) Settlement of related party notes and liabilities assumed with the CMOF Merger (1,469) — — (1,469) Capital expenditures and development activities (77,235) — — (77,235) Investments in unconsolidated real estate entities (197) — — (197) Proceeds from sale of investments in unconsolidated real estate entities 28,910 — — 28,910 Distributions from unconsolidated real estate entities - return on capital 38,769 — — 38,769 Proceeds from settlement of investments in real-estate related loans 13,000 — — 13,000 Net cash provided by investing activities (146,438) — 5,603 (140,835) Cash flows from financing activities: Principal payments on mortgage notes (1,186) — — (1,186) Borrowings from revolving credit facility 168,000 — — 168,000 Repayments on revolving credit facility (141,000) — — (141,000) Borrowings under mortgage notes and term loans 469,976 — (5,603) 464,373 Repayments of mortgage notes and term loans (231,177) — — (231,177) Deferred financing costs on mortgage notes and term loans (5,067) — — (5,067) Borrowings from construction loans 30,642 — — 30,642 Repayments of construction loans (59,660) — — (59,660) Proceeds from issuance of Series 2019 Preferred Stock 15,472 — — 15,472 Redemption of preferred stock (142,720) — — (142,720) Offering costs paid on issuance of preferred stock (1,708) — — (1,708) Proceeds from issuance of common stock 145,008 — — 145,008 Repurchase of common stock/OP Units (15,840) — — (15,840) Offering costs paid on issuance of common stock (11,918) 4,404 — (7,514) Contributions from noncontrolling interests 11,935 — — 11,935 Distributions to common stockholders (13,842) — — (13,842) Distributions to noncontrolling interests - limited partners (16,507) — — (16,507) Distributions to noncontrolling interests - partially owned entities (4,311) — — (4,311) Other financing activities (96) — — (96) Net cash provided by financing activities 196,001 4,404 (5,603) 194,802 Net increase in cash and cash equivalents and restricted cash 51,164 — — 51,164 Cash and cash equivalents and restricted cash, beginning of period 45,390 — — 45,390 Cash and cash equivalents and restricted cash, end of period $ 96,554 $ — $ — $ 96,554 (1) Other adjustments include the $7.3 million change in deferred tax liabilities move from accounts payable, accrued expenses and other liabilities to a separate line within cash flows from operating activities titled “Deferred taxes” and the movement of $5.6 million from borrowings under mortgage notes and term loans in cash flows from financing activities to acquisitions of real estate, net of cash acquired, in cash flows from investing activities. These other adjustments are immaterial and do not change overall cash flows from operating activities. The other adjustment for deferred taxes changed the ending amount for changes in accounts payable, accrued expenses and other liabilities from $15.2 million to $7.9 million. Nine Months Ended September 30, 2022 (Continued) As Previously Reported Restatement Adjustment Other Adjustment As Restated Reconciliation of cash and cash equivalents and restricted cash to Cash and cash equivalents $ 63,045 $ — $ — $ 63,045 Restricted cash 33,509 — — 33,509 Total cash and cash equivalents and restricted cash $ 96,554 $ — $ — $ 96,554 Supplemental disclosure of non-cash investing and financing activities: Increase in accrued deferred offering costs $ — $ 4,404 $ — $ 4,404 CMOF Merger CMOF related party notes assumed $ 1,327 $ — $ — $ 1,327 Net other liabilities assumed $ 142 $ — $ — $ 142 Cottonwood Ridgeview Acquisition Real estate assets, net of cash acquired $ 62,636 $ — $ 5,531 $ 68,167 Mortgage note $ 58,192 $ — $ 5,603 $ 63,795 Other assets and liabilities assumed, net $ 642 $ — $ — $ 642 Value of OP Units issued for real estate assets $ 2,930 $ — $ — $ 2,930 Cottonwood Clermont Acquisition Assumption of mortgage note $ 35,521 $ — $ — $ 35,521 Also as described in Note 3 , the following table summarizes immaterial adjustments to the partnership equity amounts between us and our limited partners to align the net equity carrying balance to the respective partners’ ownership percentage for the quarterly periods indicated (in thousands): As Previously Reported Adjustment As Adjusted 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 September 30, 2022 Additional paid-in capital $ 413,328 $ (9,394) $ 403,934 Noncontrolling interests - limited partners $ 266,836 $ 9,394 $ 276,230 |
Organization and Business (Deta
Organization and Business (Details) | 12 Months Ended | 14 Months Ended | 28 Months Ended | 29 Months Ended | |||||||
Jul. 08, 2022 USD ($) shares | Jan. 26, 2021 numberOfAffiliatedREIT | Dec. 31, 2022 USD ($) developmentProject project realEstateUnit apartmentCommunity land_parcel state | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 USD ($) developmentProject project realEstateUnit apartmentCommunity land_parcel state | Dec. 22, 2020 USD ($) | Mar. 31, 2022 USD ($) | Dec. 13, 2022 USD ($) $ / shares | Nov. 04, 2021 USD ($) | Jul. 15, 2021 | Nov. 08, 2019 USD ($) $ / shares | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of multifamily apartment communities | apartmentCommunity | 17 | 17 | |||||||||
Joint venture, number of projects | project | 2 | 2 | |||||||||
Number of affiliated REITs | numberOfAffiliatedREIT | 3 | ||||||||||
Number of stabilized multifamily apartment communities | apartmentCommunity | 22 | 22 | |||||||||
Number of multifamily development projects | developmentProject | 4 | 4 | |||||||||
Number of structured investment, and land held for development | developmentProject | 1 | 1 | |||||||||
CRII Merger | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
CRII, CMRI, CMRII and CMOF Merger (in shares) | shares | 430,070 | ||||||||||
CMOF, CRII, CMRI and CMRII Merger | $ 578,307,000 | ||||||||||
CROP | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Share conversion ratio | 2.015 | ||||||||||
Ownership interest | 100% | ||||||||||
CMRI Merger | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
CRII, CMRI, CMRII and CMOF Merger (in shares) | shares | 5,762,253 | ||||||||||
Park Avenue PA | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Ownership interest | 100% | ||||||||||
Cottonwood on Broadway | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Ownership interest | 100% | ||||||||||
CW Block C, LLC | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Ownership interest | 79% | ||||||||||
CMRII Merger | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
CRII, CMRI, CMRII and CMOF Merger (in shares) | shares | 5,232,957 | ||||||||||
Ownership Interest | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of multifamily apartment communities | apartmentCommunity | 34 | 34 | |||||||||
Number of states in real estate property | state | 12 | 12 | |||||||||
Number of units | realEstateUnit | 9,820 | 9,820 | |||||||||
Number of real estate properties | land_parcel | 4 | 4 | |||||||||
Structured Investment Interest | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of multifamily apartment communities | apartmentCommunity | 4 | 4 | |||||||||
Number of units | realEstateUnit | 1,293 | 1,293 | |||||||||
Structured Investment Interest | Under Construction | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of multifamily apartment communities | apartmentCommunity | 2 | 2 | |||||||||
Number of units | realEstateUnit | 504 | 504 | |||||||||
Common Stock Class A | Cottonwood Multifamily Opportunity Fund, Inc. | |||||||||||
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 | ||||||||||
Common Stock Class A | CRII Merger | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Share conversion ratio | 2.015 | ||||||||||
CRII, CMRI, CMRII and CMOF Merger (in shares) | shares | 430,070 | ||||||||||
Common Stock Class A | CMRI Merger | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Share conversion ratio | 1.175 | ||||||||||
CRII, CMRI, CMRII and CMOF Merger (in shares) | shares | 5,762,253 | ||||||||||
Common Stock Class A | CMRII Merger | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Share conversion ratio | 1.072 | ||||||||||
CRII, CMRI, CMRII and CMOF Merger (in shares) | shares | 5,232,957 | ||||||||||
Series 2016 Preferred Stock | CRII Merger | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Share conversion ratio | 1 | ||||||||||
Series 2017 Preferred Stock | CRII Merger | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Share conversion ratio | 1 | ||||||||||
IPO | Class A and Class TX | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Proceeds from public offering | $ (122,000,000) | ||||||||||
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 | $ 2,500,000 | ||||||||||
Follow on Offering | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Stock offered, value | $ 1,000,000,000 | ||||||||||
Proceeds from issuance of follow-on offering | $ 173,500,000 | ||||||||||
Private Placement | Series 2019 Preferred Stock | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Stock offered, value | $ 128,000,000 | ||||||||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||||||||
Proceeds from private offering | $ 127,000,000 | ||||||||||
Private Placement | Series 2023 Preferred stock | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Stock offered, value | $ 100,000,000 | ||||||||||
Share price (in dollars per share) | $ / shares | $ 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Property, Plant and Equipment Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Building | |
Property, Plant and Equipment [Line Items] | |
Useful life of real estate assets (in years) | 30 years |
Minimum | Land Improvements | |
Property, Plant and Equipment [Line Items] | |
Useful life of real estate assets (in years) | 5 years |
Minimum | Building Improvements | |
Property, Plant and Equipment [Line Items] | |
Useful life of real estate assets (in years) | 5 years |
Minimum | Furniture and Fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful life of real estate assets (in years) | 5 years |
Maximum | Land Improvements | |
Property, Plant and Equipment [Line Items] | |
Useful life of real estate assets (in years) | 15 years |
Maximum | Building Improvements | |
Property, Plant and Equipment [Line Items] | |
Useful life of real estate assets (in years) | 15 years |
Maximum | Furniture and Fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful life of real estate assets (in years) | 15 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||
Impairment losses for long-lived assets recognized | $ 0 | $ 0 | |
Impairment losses in unconsolidated real estate entities | 0 | $ 0 | |
Rental and other property revenues | 89% | ||
TRS received impacts from sale of portfolio of assets | $ 37,700,000 | ||
Deferred tax liabilities | (9,200,000) | ||
Income tax provision | 7,959,000 | 1,238,000 | |
Current income tax | 400,000 | 1,100,000 | |
Deferred tax | 7,600,000 | 100,000 | |
Deferred tax liability, net | (9,700,000) | $ (2,100,000) | |
Cottonwood Communities Management, LLC | |||
Subsidiary, Sale of Stock [Line Items] | |||
Offering costs incurred | 16,100,000 | ||
Cottonwood Communities Management, LLC | Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Offering costs incurred | 13,200,000 | ||
Cottonwood Communities Management, LLC | 2023 Private Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Offering costs incurred | $ 200,000 | ||
OP Units | |||
Subsidiary, Sale of Stock [Line Items] | |||
Share conversion ratio | 1 | ||
2017 Notes | |||
Subsidiary, Sale of Stock [Line Items] | |||
Interest rate | 6% | ||
2019 Notes | Unsecured Promissory Notes | |||
Subsidiary, Sale of Stock [Line Items] | |||
Interest rate | 6% | ||
Minimum | Renovations and Improvements | |||
Subsidiary, Sale of Stock [Line Items] | |||
Useful life of real estate assets (in years) | 5 years | ||
Maximum | Renovations and Improvements | |||
Subsidiary, Sale of Stock [Line Items] | |||
Useful life of real estate assets (in years) | 15 years |
Restatement of Previously Iss_5
Restatement of Previously Issued Consolidated Financial Statements - Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Cash flows from operating activities: | ||||||
Deferred taxes | $ 7,262 | $ 7,262 | $ 7,622 | $ 60 | ||
Accounts payable, accrued expenses and other liabilities | $ (9,926) | (7,116) | (7,943) | (2,819) | [1] | 579 |
Net cash provided by operating activities | (16,398) | (10,269) | (2,803) | 3,768 | [1] | 5,424 |
Cash flows from investing activities: | ||||||
Acquisitions of real estate, net of cash acquired | (93,985) | (142,613) | (142,613) | 0 | ||
Net cash used in investing activities | 20,084 | (58,020) | (140,835) | (161,120) | (44,297) | |
Cash flows from financing activities: | ||||||
Borrowings under mortgage notes and term loans | 369,500 | 464,372 | 464,373 | 464,373 | 5,310 | |
Offering costs paid on issuance of common stock | (1,367) | (4,109) | (7,514) | (9,585) | [1] | (1,705) |
Net cash provided by financing activities | 101,109 | 163,608 | 194,802 | 207,486 | [1] | 79,630 |
Supplemental disclosure of non-cash investing and financing activities: | ||||||
Increase in accrued deferred offering costs | 1,592 | 3,061 | 4,404 | 4,791 | [1] | 0 |
Prior to Reclassification | ||||||
Cash flows from operating activities: | ||||||
Accounts payable, accrued expenses and other liabilities | (14,400) | (15,200) | (10,400) | |||
Cottonwood Ridgeview | ||||||
Supplemental disclosure of non-cash investing and financing activities: | ||||||
Real estate assets | 68,167 | 68,167 | 0 | |||
Debt | 63,795 | 63,795 | $ 0 | |||
As Previously Reported | ||||||
Cash flows from operating activities: | ||||||
Deferred taxes | 0 | 0 | 0 | |||
Accounts payable, accrued expenses and other liabilities | (11,518) | (17,439) | (19,609) | (15,232) | ||
Net cash provided by operating activities | (14,806) | (7,208) | 1,601 | 8,559 | ||
Cash flows from investing activities: | ||||||
Acquisitions of real estate, net of cash acquired | (93,985) | (148,216) | (148,216) | |||
Net cash used in investing activities | 20,084 | (58,020) | (146,438) | (166,723) | ||
Cash flows from financing activities: | ||||||
Borrowings under mortgage notes and term loans | 369,500 | 464,372 | 469,976 | 469,976 | ||
Offering costs paid on issuance of common stock | (2,959) | (7,170) | (11,918) | (14,376) | ||
Net cash provided by financing activities | 99,517 | 160,547 | 196,001 | 208,298 | ||
Supplemental disclosure of non-cash investing and financing activities: | ||||||
Increase in accrued deferred offering costs | 0 | 0 | 0 | 0 | ||
As Previously Reported | Cottonwood Ridgeview | ||||||
Supplemental disclosure of non-cash investing and financing activities: | ||||||
Real estate assets | 62,636 | 62,636 | ||||
Debt | 58,192 | 58,192 | ||||
Restatement Adjustment | ||||||
Cash flows from operating activities: | ||||||
Deferred taxes | 0 | 0 | 0 | |||
Accounts payable, accrued expenses and other liabilities | 1,592 | 3,061 | 4,404 | 4,791 | ||
Net cash provided by operating activities | (1,592) | (3,061) | (4,404) | (4,791) | ||
Cash flows from investing activities: | ||||||
Acquisitions of real estate, net of cash acquired | 0 | 0 | 0 | |||
Net cash used in investing activities | 0 | 0 | 0 | 0 | ||
Cash flows from financing activities: | ||||||
Borrowings under mortgage notes and term loans | 0 | 0 | 0 | 0 | ||
Offering costs paid on issuance of common stock | 1,592 | 3,061 | 4,404 | 4,791 | ||
Net cash provided by financing activities | 1,592 | 3,061 | 4,404 | 4,791 | ||
Supplemental disclosure of non-cash investing and financing activities: | ||||||
Increase in accrued deferred offering costs | $ 1,592 | 3,061 | 4,404 | 4,791 | ||
Restatement Adjustment | Cottonwood Ridgeview | ||||||
Supplemental disclosure of non-cash investing and financing activities: | ||||||
Real estate assets | 0 | 0 | ||||
Debt | 0 | 0 | ||||
Other Adjustments | ||||||
Cash flows from operating activities: | ||||||
Deferred taxes | 7,262 | 7,262 | 7,622 | |||
Accounts payable, accrued expenses and other liabilities | 7,262 | 7,262 | 7,622 | |||
Net cash provided by operating activities | 0 | 0 | 0 | |||
Cash flows from investing activities: | ||||||
Acquisitions of real estate, net of cash acquired | 0 | 5,603 | 5,603 | |||
Net cash used in investing activities | 0 | 5,603 | 5,603 | |||
Cash flows from financing activities: | ||||||
Borrowings under mortgage notes and term loans | 0 | (5,603) | (5,603) | |||
Offering costs paid on issuance of common stock | 0 | 0 | 0 | |||
Net cash provided by financing activities | 0 | (5,603) | (5,603) | |||
Supplemental disclosure of non-cash investing and financing activities: | ||||||
Increase in accrued deferred offering costs | $ 0 | 0 | 0 | |||
Other Adjustments | Cottonwood Ridgeview | ||||||
Supplemental disclosure of non-cash investing and financing activities: | ||||||
Real estate assets | 5,531 | 5,531 | ||||
Debt | $ 5,603 | $ 5,603 | ||||
[1]Restatement related to this line item. |
Restatement of Previously Iss_6
Restatement of Previously Issued Consolidated Financial Statements - Equity (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total equity and noncontrolling interests | $ 609,899 | $ 540,669 | $ 102,083 | |||
CMOF, CMRI and CMRII Merger | (1,469) | |||||
CRII Merger | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
CMOF, CRII, CMRI and CMRII Merger | 578,307 | |||||
CMRI Merger | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
CMOF, CMRI and CMRII Merger | (3,768) | |||||
CMRII Merger | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
CMOF, CMRI and CMRII Merger | (3,952) | |||||
Additional Paid-In Capital | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total equity and noncontrolling interests | 414,140 | 275,821 | $ 403,934 | $ 327,015 | $ 295,125 | 121,677 |
CMOF, CRII, CMRI and CMRII Merger | 39,393 | |||||
Additional Paid-In Capital | CRII Merger | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
CMOF, CRII, CMRI and CMRII Merger | 4,654 | |||||
Additional Paid-In Capital | CMRI Merger | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
CMOF, CRII, CMRI and CMRII Merger | 70,036 | |||||
Additional Paid-In Capital | CMRII Merger | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
CMOF, CRII, CMRI and CMRII Merger | 57,324 | |||||
Noncontrolling interests | Limited Partners | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total equity and noncontrolling interests | 272,536 | 267,472 | 276,230 | 267,233 | 266,771 | 0 |
Noncontrolling interests | Limited Partners | CRII Merger | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
CMOF, CRII, CMRI and CMRII Merger | 363,278 | |||||
Noncontrolling interests | Partially Owned Entities | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total equity and noncontrolling interests | 32,431 | 70,277 | $ 0 | |||
CMOF, CMRI and CMRII Merger | (49,178) | |||||
Noncontrolling interests | Partially Owned Entities | CRII Merger | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
CMOF, CRII, CMRI and CMRII Merger | 210,371 | |||||
Noncontrolling interests | Partially Owned Entities | CMRI Merger | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
CMOF, CMRI and CMRII Merger | (73,862) | |||||
Noncontrolling interests | Partially Owned Entities | CMRII Merger | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
CMOF, CMRI and CMRII Merger | (61,328) | |||||
As Previously Reported | CRII Merger | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
CMOF, CRII, CMRI and CMRII Merger | 586,316 | |||||
As Previously Reported | CMRI Merger | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
CMOF, CMRI and CMRII Merger | (9,353) | |||||
As Previously Reported | CMRII Merger | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
CMOF, CMRI and CMRII Merger | (6,376) | |||||
As Previously Reported | Additional Paid-In Capital | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total equity and noncontrolling interests | 427,997 | 252,035 | 413,328 | 323,723 | 279,347 | |
As Previously Reported | Noncontrolling interests | Limited Partners | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total equity and noncontrolling interests | 258,679 | 291,258 | 266,836 | 270,525 | 282,549 | |
As Previously Reported | Noncontrolling interests | Partially Owned Entities | CRII Merger | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
CMOF, CRII, CMRI and CMRII Merger | 218,380 | |||||
As Previously Reported | Noncontrolling interests | Partially Owned Entities | CMRI Merger | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
CMOF, CMRI and CMRII Merger | (79,447) | |||||
As Previously Reported | Noncontrolling interests | Partially Owned Entities | CMRII Merger | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
CMOF, CMRI and CMRII Merger | (63,752) | |||||
Restatement Adjustment | CRII Merger | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
CMOF, CRII, CMRI and CMRII Merger | (8,009) | |||||
Restatement Adjustment | CMRI Merger | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
CMOF, CMRI and CMRII Merger | 5,585 | |||||
Restatement Adjustment | CMRII Merger | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
CMOF, CMRI and CMRII Merger | 2,424 | |||||
Restatement Adjustment | Additional Paid-In Capital | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total equity and noncontrolling interests | (13,857) | 23,786 | (9,394) | 3,292 | 15,778 | |
Restatement Adjustment | Noncontrolling interests | Limited Partners | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total equity and noncontrolling interests | $ 13,857 | (23,786) | $ 9,394 | $ (3,292) | $ (15,778) | |
Restatement Adjustment | Noncontrolling interests | Partially Owned Entities | CRII Merger | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
CMOF, CRII, CMRI and CMRII Merger | (8,009) | |||||
Restatement Adjustment | Noncontrolling interests | Partially Owned Entities | CMRI Merger | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
CMOF, CMRI and CMRII Merger | 5,585 | |||||
Restatement Adjustment | Noncontrolling interests | Partially Owned Entities | CMRII Merger | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
CMOF, CMRI and CMRII Merger | $ 2,424 |
Real Estate Assets, Net - Carry
Real Estate Assets, Net - Carrying Amount of Real Estate Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Land | $ 267,876 | $ 202,531 |
Building and improvements | 1,348,019 | 1,074,126 |
Furniture, fixtures and equipment | 54,067 | 37,463 |
Intangible assets | 40,692 | 34,905 |
Construction in progress | 106,223 | 127,493 |
Real estate investment property, at cost | 1,816,877 | 1,476,518 |
Less: Accumulated depreciation and amortization | (119,270) | (68,035) |
Real estate assets, net | $ 1,697,607 | $ 1,408,483 |
Real Estate Assets, Net - Equit
Real Estate Assets, Net - Equity Transaction Adjustments for CMOF (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) investment $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 shares | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Common stock, shares outstanding (in shares) | shares | 35,345,708 | 23,613,980 | 12,232,289 | |
Cottonwood Multifamily Opportunity Fund, Inc. | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Number Of Investments | investment | 3 | |||
Fair value of CCI Common Stock issued | $ 89,745 | |||
CMOF related party notes assumed | 1,327 | $ 1,327 | $ 0 | |
Net other liabilities assumed | 142 | $ 142 | $ 0 | |
Total consideration | 99,487 | |||
Carrying amount of noncontrolling interest | 49,178 | |||
Additional paid in capital adjustment | (50,309) | |||
Total change in equity | $ 39,436 | |||
Cottonwood Multifamily Opportunity Fund, Inc. | Common Stock | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Common stock, shares issued (in shares) | shares | 5,001,000 | |||
Common stock, shares outstanding (in shares) | shares | 5,001,000 | |||
Exchange ratio | 0.8669 | |||
Cottonwood Multifamily Opportunity Fund, Inc. | Common Stock | CCI | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
CCI common stock issued as consideration (in shares) | shares | 4,335,367 | |||
CCI's estimated value per share (in dollars per share) | $ / shares | $ 20.7007 | |||
Fair value of CCI Common Stock issued | $ 89,745 | |||
Fair value of OP Units issued | 8,273 | |||
CMOF related party notes assumed | 1,327 | |||
Net other liabilities assumed | $ 142 |
Real Estate Assets, Net - Asset
Real Estate Assets, Net - Asset Acquisitions (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 21, 2022 USD ($) | Sep. 20, 2022 USD ($) a | Sep. 19, 2022 USD ($) | Aug. 31, 2022 USD ($) shares | Jun. 22, 2022 USD ($) | Mar. 19, 2020 | Mar. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) project shares | Dec. 31, 2021 USD ($) shares | |
Business Acquisition [Line Items] | |||||||||||
Building | $ 198,059 | ||||||||||
Land | 28,627 | ||||||||||
Furniture, Fixtures, and Equipment | 14,798 | ||||||||||
Lease Intangibles | 5,178 | ||||||||||
Debt Fair Value Adjustment | 4,932 | ||||||||||
Consideration transferred | $ 251,594 | ||||||||||
Issuance of common stock (in shares) | shares | 8,458,590 | 151,286 | |||||||||
Partners capital account, acquisitions | $ 168,477 | $ 2,534 | |||||||||
Payments to acquire productive assets | $ 18,488 | $ 31,341 | $ 77,235 | $ 88,628 | $ 84,692 | ||||||
Joint venture, number of projects | project | 2 | ||||||||||
OP Units | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Issuance of common stock (in shares) | shares | 141,543 | ||||||||||
Partners capital account, acquisitions | $ 2,900 | ||||||||||
Cottonwood Lighthouse Point | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Building | $ 76,322 | ||||||||||
Land | 13,647 | ||||||||||
Furniture, Fixtures, and Equipment | 3,854 | ||||||||||
Lease Intangibles | 1,783 | ||||||||||
Debt Fair Value Adjustment | 0 | ||||||||||
Consideration transferred | 95,606 | ||||||||||
Proceeds from issuance of debt | $ 48,000 | ||||||||||
Weighted-average amortization period (in years) | 6 months | ||||||||||
Cottonwood Ridgeview | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Building | $ 54,337 | ||||||||||
Land | 9,275 | ||||||||||
Furniture, Fixtures, and Equipment | 3,383 | ||||||||||
Lease Intangibles | 1,603 | ||||||||||
Debt Fair Value Adjustment | 1,504 | ||||||||||
Consideration transferred | $ 70,102 | ||||||||||
Tenant-in-common interest in property | 0.095 | ||||||||||
Cottonwood Clermont | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Building | $ 67,400 | ||||||||||
Land | 5,705 | ||||||||||
Furniture, Fixtures, and Equipment | 7,561 | ||||||||||
Lease Intangibles | 1,792 | ||||||||||
Debt Fair Value Adjustment | 3,428 | ||||||||||
Consideration transferred | $ 85,886 | ||||||||||
Proceeds from issuance of debt | $ 35,500 | ||||||||||
Galleria Land | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Area of land acquired | a | 26 | ||||||||||
Payments to acquire productive assets | $ 28,500 |
Real Estate Assets, Net - Alpha
Real Estate Assets, Net - Alpha Mill Transaction (Details) - Disposed of by Sale - Alpha Mill $ in Millions | Nov. 02, 2021 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Ownership in equity transaction | 43% |
Value of shares in offering | $ 34.8 |
Gain on sale | $ 10.8 |
Real Estate Assets, Net - Consi
Real Estate Assets, Net - Considerations in Merger Agreement (Details) $ / shares in Units, $ in Thousands | May 07, 2021 USD ($) $ / shares shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares |
Business Acquisition [Line Items] | ||||
CRII Common stock outstanding (in shares) | 35,345,708 | 23,613,980 | 12,232,289 | |
CRII Merger | Common Stock | ||||
Business Acquisition [Line Items] | ||||
CRII Common stock issued (in shares) | 213,434 | |||
CRII Common stock outstanding (in shares) | 213,434 | |||
Exchange ratio | 2.015 | |||
CCI | Common Stock | ||||
Business Acquisition [Line Items] | ||||
CCI common stock issued as consideration (in shares) | 430,070 | |||
CCI's estimated value per share (in dollars per share) | $ / shares | $ 10.83 | |||
Value of CCI common stock issued as consideration | $ | $ 4,658 |
Real Estate Assets, Net - Purch
Real Estate Assets, Net - Purchase Price Allocation (Details) $ in Thousands | May 07, 2021 USD ($) |
Other Assets | |
Liabilities | |
Intangible assets from merger | $ 24,100 |
Weighted-average amortization period (in years) | 9 years 2 months 12 days |
Intangible assets from merger, weighted average useful life (in years) | 8 years 9 months 18 days |
Acquisition of intangible assets | $ 22,200 |
Disposition fees | $ 1,900 |
Disposition fees, weighted average useful life (in years) | 3 years 9 months 18 days |
CRII Merger | |
Assets | |
Real estate assets | $ 1,291,030 |
Investments in unconsolidated real estate entities | 120,775 |
Cash and cash equivalents | 31,799 |
Restricted cash | 20,144 |
Other assets | 34,317 |
Total assets acquired | 1,498,065 |
Liabilities | |
Mortgage notes, net | 622,095 |
Construction loans | 64,114 |
Preferred stock | 143,979 |
Unsecured promissory notes | 48,643 |
Accounts payable, accrued expenses and other liabilities | 40,926 |
Total liabilities assumed | 919,757 |
Consolidated net assets acquired | 578,308 |
Noncontrolling interests | (573,650) |
Net assets acquired | 4,658 |
Intangible assets from merger | $ 33,200 |
Weighted-average amortization period (in years) | 6 months |
CRII Merger | Other Assets | |
Liabilities | |
Intangible assets from merger | $ 24,100 |
Real Estate Assets, Net - Addit
Real Estate Assets, Net - Additional Information (Details) | Dec. 31, 2022 apartmentCommunity developmentProperty |
Business Combination and Asset Acquisition [Abstract] | |
Number of multifamily apartment communities | 17 |
Number of development properties | developmentProperty | 4 |
Number of multifamily apartment communities under equity method accounting | 6 |
Real Estate Assets, Net - Reven
Real Estate Assets, Net - Revenue and Net Loss Since Acquisition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Net loss | $ (6,888) | $ (19,882) | $ (32,209) | $ (34,030) | $ (106,905) | |
CRII Merger | ||||||
Business Acquisition [Line Items] | ||||||
Revenue | $ 70,211 | 114,474 | ||||
Net loss | $ (36,830) | 29,912 | ||||
Incentive allocation | $ 30,700 |
Real Estate Assets, Net - Pro F
Real Estate Assets, Net - Pro Forma Operating Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Historic results | ||
Business Acquisition [Line Items] | ||
Business acquisition, pro forma revenue | $ 138,302 | $ 83,181 |
Business acquisition, pro forma net income (loss) | (34,030) | (106,905) |
CRII Merger (excluding those in historic results) | ||
Business Acquisition [Line Items] | ||
Business acquisition, pro forma revenue | 0 | 34,140 |
Business acquisition, pro forma net income (loss) | 0 | (13,298) |
CMRI & CMRII Merger | ||
Business Acquisition [Line Items] | ||
Business acquisition, pro forma revenue | 138,302 | 117,321 |
Business acquisition, pro forma net income (loss) | $ (34,030) | $ (120,203) |
Real Estate Assets, Net - Equ_2
Real Estate Assets, Net - Equity Transaction Adjustments (Details) $ / shares in Units, $ in Thousands | Jul. 07, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Jul. 15, 2021 | Dec. 31, 2020 shares |
Business Acquisition [Line Items] | |||||
Common stock, shares outstanding (in shares) | shares | 35,345,708 | 23,613,980 | 12,232,289 | ||
CROP | |||||
Business Acquisition [Line Items] | |||||
Ownership interest | 100% | ||||
CMRI Merger | |||||
Business Acquisition [Line Items] | |||||
Fair value of CCI Common Stock issued | $ 67,917 | ||||
Settlement of CMRI and CMRII promissory notes and interest with CROP | 1,545 | $ 0 | $ 1,545 | ||
Net liabilities assumed | 2,223 | 0 | 2,223 | ||
Total consideration | 71,685 | ||||
Carrying amount of noncontrolling interest | 73,862 | ||||
Additional paid in capital adjustment | 2,177 | ||||
Total change in equity | $ 70,094 | ||||
CMRI Merger | Common Stock | |||||
Business Acquisition [Line Items] | |||||
Common stock, shares issued (in shares) | shares | 4,904,045 | ||||
Common stock, shares outstanding (in shares) | shares | 4,904,045 | ||||
Exchange ratio | 1.175 | ||||
CMRI Merger | Common Stock | CCI | |||||
Business Acquisition [Line Items] | |||||
CCI common stock issued as consideration (in shares) | shares | 5,762,253 | ||||
Per share value of CCI common stock (in dollars per share) | $ / shares | $ 11.7865 | ||||
Fair value of CCI Common Stock issued | $ 67,917 | ||||
CMRII Merger | |||||
Business Acquisition [Line Items] | |||||
Fair value of CCI Common Stock issued | 61,678 | ||||
Settlement of CMRI and CMRII promissory notes and interest with CROP | 2,475 | 0 | 2,475 | ||
Net liabilities assumed | 1,477 | $ 0 | $ 1,477 | ||
Total consideration | 65,630 | ||||
Carrying amount of noncontrolling interest | 61,328 | ||||
Additional paid in capital adjustment | (4,302) | ||||
Total change in equity | $ 57,376 | ||||
CMRII Merger | Common Stock | |||||
Business Acquisition [Line Items] | |||||
Common stock, shares issued (in shares) | shares | 4,881,490 | ||||
Common stock, shares outstanding (in shares) | shares | 4,881,490 | ||||
Exchange ratio | 1.072 | ||||
CMRII Merger | Common Stock | CCI | |||||
Business Acquisition [Line Items] | |||||
CCI common stock issued as consideration (in shares) | shares | 5,232,957 | ||||
Per share value of CCI common stock (in dollars per share) | $ / shares | $ 11.7865 | ||||
Fair value of CCI Common Stock issued | $ 61,678 |
Investments in Unconsolidated_3
Investments in Unconsolidated Real Estate Entities - Schedule of Equity Method Investments (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 19, 2022 USD ($) shares | Jun. 23, 2022 USD ($) | Apr. 07, 2022 USD ($) | Dec. 28, 2021 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Proceeds from sale of investments in unconsolidated real estate entities | $ 28,734 | $ 28,764 | $ 0 | ||||||
Distributions from unconsolidated real estate entities - return on capital | $ 2,235 | $ 6,423 | $ 8,389 | 14,678 | 5,429 | ||||
OP Units | Cottonwood Ridgeview | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
CMOF (in shares) | shares | 141,543 | ||||||||
Tenant-in-common interest in property | 0.095 | ||||||||
CMOF, CRII, CMRI and CMRII Merger | $ 2,900 | ||||||||
Disposed of by Sale | 3800 Main (1) | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Proceeds from sale of investments in unconsolidated real estate entities | $ 16,800 | ||||||||
Gain on sale | $ 7,300 | ||||||||
Disposed of by Sale | Alpha Mill Apartments | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Proceeds from sale of investments in unconsolidated real estate entities | $ 11,900 | ||||||||
Gain on sale | $ 800 | ||||||||
Unconsolidated Properties | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments | $ 133,207 | 190,733 | |||||||
3800 Main (1) | Houston, TX | Stabilized Properties | Unconsolidated Properties | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
% Owned | 0% | ||||||||
Equity method investments | $ 0 | 10,347 | |||||||
Alpha Mill | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
% Owned | 100% | ||||||||
Alpha Mill | Disposed of by Sale | Alpha Mill Apartments | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
% Owned | 28.30% | ||||||||
Sale of ownership percentage | 28.90% | ||||||||
Alpha Mill | Charlotte, NC | Stabilized Properties | Unconsolidated Properties | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
% Owned | 28.30% | ||||||||
Equity method investments | $ 10,470 | 22,034 | |||||||
Cottonwood Bayview | St. Petersburg, FL | Stabilized Properties | Unconsolidated Properties | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
% Owned | 71% | ||||||||
Equity method investments | $ 30,792 | 31,399 | |||||||
Cottonwood Ridgeview | Plano, TX | Stabilized Properties | Unconsolidated Properties | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
% Owned | 100% | ||||||||
Equity method investments | $ 0 | 34,352 | |||||||
Fox Point | Salt Lake City, UT | Stabilized Properties | Unconsolidated Properties | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
% Owned | 52.80% | ||||||||
Equity method investments | $ 14,794 | 16,056 | |||||||
Toscana At Valley Ridge | Lewisville, TX | Stabilized Properties | Unconsolidated Properties | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
% Owned | 58.60% | ||||||||
Equity method investments | $ 9,382 | $ 9,370 | |||||||
Melrose Phase II | Nashville, TN | Stabilized Properties | Unconsolidated Properties | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
% Owned | 79.80% | 79.80% | |||||||
Equity method investments | 6,185 | $ 15,523 | |||||||
Additional interest | 54.90% | ||||||||
Payment for the additional interest | $ 10,600 | ||||||||
Lector85 (6) | Ybor City, FL | Preferred Equity Investments | Unconsolidated Properties | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments | 10,006 | 13,010 | |||||||
Distributions from unconsolidated real estate entities - return on capital | (4,800) | ||||||||
Astoria West (formerly Vernon) | Queens, NY | Preferred Equity Investments | Unconsolidated Properties | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments | 20,567 | 18,079 | |||||||
801 Riverfront | West Sacramento, CA | Preferred Equity Investments | Unconsolidated Properties | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments | 20,259 | 16,884 | |||||||
Other | Unconsolidated Properties | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments | 803 | 3,679 | |||||||
417 Callowhill | Philadelphia, PA | Preferred Equity Investments | Unconsolidated Properties | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments | $ 9,949 | $ 0 |
Investments in Unconsolidated_4
Investments in Unconsolidated Real Estate Entities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Equity in earnings (losses) of unconsolidated real estate entities | $ 2,670 | $ 6,723 | $ 8,705 | $ 12,393 | $ (533) | |
Stabilized Properties | Melrose Phase II | Unconsolidated Properties | Nashville, TN | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Payment for the additional interest | 8,300 | |||||
Stabilized Properties | Cottonwood Ridgeview | Unconsolidated Properties | Nashville, TN | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Payment for the additional interest | $ 30,400 | |||||
Preferred Equity Investments | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity in earnings (losses) of unconsolidated real estate entities | 8,800 | 5,600 | ||||
Preferred Equity Investments | 801 Riverfront | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Commitment on investment | $ 12,400 | 8,700 | $ 12,400 | |||
Investment in loan | $ 24,700 | |||||
Alpha Mill | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership percentage | 100% | |||||
CRII Merger | Stabilized Properties | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity in earnings (losses) of unconsolidated real estate entities | $ (6,100) | $ 3,600 |
Investments in Unconsolidated_5
Investments in Unconsolidated Real Estate Entities - Balance Sheet and Operating Data (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating data: | |||||
Total revenues | $ 138,302 | $ 83,181 | |||
Total operating expenses | 167,262 | 172,482 | |||
Total other expenses | 3,883 | 2 | |||
Net income (loss) | $ (6,888) | $ (19,882) | $ (32,209) | (34,030) | (106,905) |
Balance sheet data: | |||||
Real estate assets, net | 1,697,607 | 1,408,483 | |||
Cash and cash equivalents | $ 121,890 | $ 72,640 | $ 63,045 | 63,173 | 27,169 |
Total assets | 1,955,637 | 1,686,890 | |||
Mortgage notes, net | 1,000,137 | 642,107 | |||
Total liabilities | 1,345,738 | 1,146,221 | |||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Underlying Stabilized Assets | |||||
Operating data: | |||||
Total revenues | 35,514 | 23,514 | |||
Total operating expenses | 14,258 | 9,941 | |||
Total other expenses | (18,871) | (24,672) | |||
Net income (loss) | 2,385 | (11,099) | |||
Balance sheet data: | |||||
Real estate assets, net | 309,404 | 440,853 | |||
Cash and cash equivalents | 4,270 | 6,361 | |||
Total assets | 319,734 | 452,972 | |||
Mortgage notes, net | 193,939 | 250,224 | |||
Total liabilities | $ 197,365 | $ 255,768 |
Debt - Mortgage Notes And Revol
Debt - Mortgage Notes And Revolving Credit Facility (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Total secured loans | $ 1,008,438,000 | $ 640,031,000 |
Unamortized debt issuance costs | (4,878,000) | (940,000) |
Premium on assumed debt, net | (3,423,000) | |
Premium on assumed debt, net | 3,016,000 | |
Mortgage notes and revolving credit facility, net | 1,000,137,000 | 642,107,000 |
Future Acquisition Financing | ||
Debt Instrument [Line Items] | ||
Line of credit maximum borrowing capacity | 125,000,000 | |
Current borrowing capacity | $ 112,000,000 | |
Fixed rate loans | ||
Debt Instrument [Line Items] | ||
Weighted average fixed interest rate | 3.62% | |
Weighted average remaining term | 5 years 2 months 12 days | |
Total secured loans | $ 528,308,000 | 213,009,000 |
Variable Rate Loans | ||
Debt Instrument [Line Items] | ||
Total secured loans | $ 480,130,000 | 427,022,000 |
Variable Rate Loans | Floating rate mortgages | ||
Debt Instrument [Line Items] | ||
Weighted average variable rate | 5.52% | |
Weighted average remaining term | 6 years 8 months 12 days | |
Total secured loans | $ 426,130,000 | 407,022,000 |
Variable Rate Loans | Variable rate revolving credit facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Weighted average variable rate | 5.79% | |
Weighted average remaining term | 2 years 2 months 12 days | |
Total secured loans | $ 54,000,000 | $ 20,000,000 |
Debt - Construction loans (Deta
Debt - Construction loans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Amount Drawn | $ 95,327,000 | $ 116,656,000 | |
Floating rate mortgages | |||
Debt Instrument [Line Items] | |||
Loan Amount | $ 105,000,000 | ||
Construction Loan Payable | |||
Debt Instrument [Line Items] | |||
Loan Amount | 125,875,000 | ||
Amount Drawn | 95,327,000 | 116,656,000 | |
Sugarmont | Construction Loan Payable | |||
Debt Instrument [Line Items] | |||
Amount Drawn | 0 | 59,660,000 | |
Park Avenue | Construction Loan Payable | |||
Debt Instrument [Line Items] | |||
Loan Amount | 37,000,000 | ||
Amount Drawn | $ 37,000,000 | 29,520,000 | |
Park Avenue | Construction Loan Payable | SOFR | |||
Debt Instrument [Line Items] | |||
Interest Rate | 1.75% | ||
Cottonwood Broadway | Construction Loan Payable | |||
Debt Instrument [Line Items] | |||
Loan Amount | $ 44,625,000 | ||
Amount Drawn | $ 39,728,000 | 27,476,000 | |
Cottonwood Broadway | Construction Loan Payable | LIBOR | |||
Debt Instrument [Line Items] | |||
Interest Rate | 1.90% | ||
Cottonwood Highland | Construction Loan Payable | |||
Debt Instrument [Line Items] | |||
Loan Amount | $ 44,250,000 | ||
Amount Drawn | $ 18,599,000 | $ 0 | |
Cottonwood Highland | Construction Loan Payable | SOFR | |||
Debt Instrument [Line Items] | |||
Interest Rate | 2.55% |
Debt - Unsecured Promissory Not
Debt - Unsecured Promissory Notes - Additional Information (Details) - Unsecured Promissory Notes - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Dec. 30, 2021 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Increase in interest rate | 0.25% | |
2017 6.25% Notes | ||
Debt Instrument [Line Items] | ||
Interest rate | 6.25% | |
Extinguishment of debt | $ 5 |
Debt - Unsecured Promissory N_2
Debt - Unsecured Promissory Notes (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Unsecured promissory notes, net | $ 42,953,000 | $ 43,543,000 |
Unsecured Promissory Notes | ||
Debt Instrument [Line Items] | ||
Offering Size | 60,000 | |
Unsecured promissory notes, net | 42,953,000 | 43,543,000 |
Unsecured Promissory Notes | 2017 6% Notes | ||
Debt Instrument [Line Items] | ||
Offering Size | $ 35,000 | |
Interest Rate | 6% | |
Unsecured promissory notes, net | $ 20,718,000 | 20,918,000 |
Unsecured Promissory Notes | 2019 6% Notes | ||
Debt Instrument [Line Items] | ||
Offering Size | $ 25,000 | |
Interest Rate | 6% | |
Unsecured promissory notes, net | $ 22,235,000 | $ 22,625,000 |
Unsecured Promissory Notes | 2017 6.25% Notes | ||
Debt Instrument [Line Items] | ||
Interest Rate | 6.25% |
Debt - Mortgage Notes Repayment
Debt - Mortgage Notes Repayment of Principal (Details) $ in Thousands | 12 Months Ended | |||
Mar. 17, 2023 extension | Dec. 31, 2022 USD ($) numberOfExtension extension | Feb. 28, 2023 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||
2023 | $ 230,187 | |||
2024 | 1,008 | |||
2025 | 3,353 | |||
2026 | 143,696 | |||
2027 | 369,821 | |||
Thereafter | 398,653 | |||
Principal payment on mortgage loans | 1,146,718 | |||
Mortgage notes and revolving credit facility, net | 1,000,137 | $ 642,107 | ||
Construction loans | ||||
Debt Instrument [Line Items] | ||||
2023 | 76,728 | |||
2024 | 0 | |||
2025 | 0 | |||
2026 | 0 | |||
2027 | 0 | |||
Thereafter | 18,599 | |||
Principal payment on mortgage loans | 95,327 | |||
Mortgage Notes and Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
2023 | 110,506 | |||
2024 | 1,008 | |||
2025 | 3,353 | |||
2026 | 143,696 | |||
2027 | 369,821 | |||
Thereafter | 380,054 | |||
Principal payment on mortgage loans | 1,008,438 | |||
Mortgage Notes and Revolving Credit Facility | Subsequent event | ||||
Debt Instrument [Line Items] | ||||
Mortgage notes and revolving credit facility, net | $ 55,500 | |||
Unsecured Promissory Notes | ||||
Debt Instrument [Line Items] | ||||
2023 | 42,953 | |||
2024 | 0 | |||
2025 | 0 | |||
2026 | 0 | |||
2027 | 0 | |||
Thereafter | 0 | |||
Principal payment on mortgage loans | 42,953 | |||
Unsecured Promissory Notes | 2017 6% Notes | ||||
Debt Instrument [Line Items] | ||||
Mortgage notes and revolving credit facility, net | $ 20,700 | |||
Interest rate | 6% | |||
Unsecured Promissory Notes | 2019 6% Notes | ||||
Debt Instrument [Line Items] | ||||
Mortgage notes and revolving credit facility, net | $ 22,200 | |||
Interest rate | 6% | |||
Number of extensions | extension | 2 | |||
Term of extension (in years) | 1 year | |||
Variable Rate Loans | Variable rate revolving credit facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Mortgage notes and revolving credit facility, net | $ 54,000 | |||
Number of extensions | numberOfExtension | 2 | |||
Term of extension (in years) | 1 year | |||
Variable Rate Loans | Variable rate revolving credit facility | Revolving Credit Facility | Subsequent event | ||||
Debt Instrument [Line Items] | ||||
Number of extensions | extension | 2 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Carrying Value | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Investments in real-estate related loans | $ 0 | $ 13,035 |
Unsecured promissory notes, net | 42,953 | 43,543 |
Carrying Value | Series 2016 Preferred Stock | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Preferred stock series | 0 | 139,996 |
Carrying Value | Series 2017 Preferred Stock | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Preferred stock series | 0 | 2,586 |
Carrying Value | Series 2019 Preferred Stock | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Preferred stock series | 127,065 | 111,863 |
Carrying Value | Variable rate revolving credit facility | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Variable rate revolving credit facility | 54,000 | 20,000 |
Carrying Value | Fixed rate mortgages | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Mortgages | 528,308 | 213,009 |
Carrying Value | Floating rate mortgages | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Mortgages | 426,130 | 407,022 |
Carrying Value | Construction loans | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Mortgages | 95,327 | 116,656 |
Fair Value | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Investments in real-estate related loans | 0 | 13,035 |
Unsecured promissory notes, net | 42,953 | 43,543 |
Fair Value | Series 2016 Preferred Stock | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Preferred stock series | 0 | 139,996 |
Fair Value | Series 2017 Preferred Stock | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Preferred stock series | 0 | 2,586 |
Fair Value | Series 2019 Preferred Stock | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Preferred stock series | 127,065 | 111,863 |
Fair Value | Variable rate revolving credit facility | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Variable rate revolving credit facility | 54,000 | 20,000 |
Fair Value | Fixed rate mortgages | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Mortgages | 509,134 | 216,566 |
Fair Value | Floating rate mortgages | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Mortgages | 421,189 | 409,377 |
Fair Value | Construction loans | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Mortgages | $ 95,327 | $ 116,656 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 18, 2022 | Feb. 01, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Proceeds from issuance of Series 2019 Preferred Stock | $ 14,162 | $ 15,472 | $ 15,472 | $ 15,472 | $ 78,593 | |||
Number of shares redeemed (in shares) | 1,456,093 | 203,537 | ||||||
Stock repurchased during period, value | $ 28,379 | $ 5,012 | ||||||
Series 2016 Preferred Stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Preferred stock, par value (in dollars per share) | $ 10 | |||||||
Series 2017 Preferred Stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Preferred stock, par value (in dollars per share) | 10 | |||||||
Series 2019 Preferred Stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Preferred stock, par value (in dollars per share) | $ 10 | |||||||
Series 2023 Preferred stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Unissued preferred stock (in shares) | 0 | |||||||
Preferred Stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Proceeds from issuance of Series 2019 Preferred Stock | 78,900 | |||||||
Preferred dividend value incurred | $ 6,900 | $ 3,600 | ||||||
Preferred Stock | Series 2016 Preferred Stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Preferred dividend value incurred | $ 6,400 | $ 2,900 | ||||||
Number of shares redeemed (in shares) | 139,740 | |||||||
Stock repurchased during period, value | $ 139,800 | $ 1,300 | ||||||
Preferred Stock | Series 2017 Preferred Stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Preferred dividend value incurred | $ 100 | |||||||
Stock repurchased during period, value | $ 2,600 | |||||||
Preferred Stock | Series 2019 Preferred Stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Proceeds from issuance of Series 2019 Preferred Stock | $ 15,500 | |||||||
Number of shares redeemed (in shares) | 27,000 | 10,000 | ||||||
Stock repurchased during period, value | $ 300 | $ 100 |
Preferred Stock - Equity (Detai
Preferred Stock - Equity (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |||
Apr. 18, 2022 | Feb. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Stock repurchased during period, value | $ 28,379 | $ 5,012 | |||
Series 2016 Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Dividend Rate | 6.50% | ||||
Extension Dividend Rate | 7% | ||||
Preferred stock outstanding (in shares) | 13,999,560 | 0 | 13,999,560 | ||
Series 2016 Preferred Stock | Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock repurchased during period, value | $ 139,800 | $ 1,300 | |||
Series 2017 Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Dividend Rate | 7.50% | ||||
Extension Dividend Rate | 8% | ||||
Preferred stock outstanding (in shares) | 258,550 | 0 | 258,550 | ||
Series 2017 Preferred Stock | Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock repurchased during period, value | $ 2,600 | ||||
Series 2019 Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Dividend Rate | 5.50% | ||||
Extension Dividend Rate | 6% | ||||
Preferred stock outstanding (in shares) | 11,186,301 | 12,706,485 | 11,186,301 | ||
Series 2019 Preferred Stock | Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock repurchased during period, value | $ 300 | $ 100 | |||
Series 2023 Preferred stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Dividend Rate | 6% | ||||
Extension Dividend Rate | 6.50% | ||||
Preferred stock outstanding (in shares) | 0 | 0 | 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) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
Shares outstanding, beginning balance (in shares) | 23,613,980 | 12,232,289 |
Issuance of common stock (in shares) | 8,458,590 | 151,286 |
Distribution reinvestment (in shares) | 112,975 | 8,662 |
Exchanges and transfers (in shares) | 280,889 | |
Repurchases of common stock (in shares) | (1,456,093) | (203,537) |
Shares outstanding, ending balance (in shares) | 35,345,708 | 23,613,980 |
CRII Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 430,070 | |
CMRI Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 5,762,253 | |
CMRII Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 5,232,957 | |
CMOF Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 4,335,367 | |
Common Stock Class T | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares outstanding, beginning balance (in shares) | 0 | 0 |
Issuance of common stock (in shares) | 4,814,430 | 0 |
Distribution reinvestment (in shares) | 10,832 | 0 |
Exchanges and transfers (in shares) | 0 | |
Repurchases of common stock (in shares) | (10,140) | 0 |
Shares outstanding, ending balance (in shares) | 4,815,122 | 0 |
Common Stock Class T | CRII Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 0 | |
Common Stock Class T | CMRI Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 0 | |
Common Stock Class T | CMRII Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 0 | |
Common Stock Class T | CMOF Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 0 | |
Common Stock Class D | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares outstanding, beginning balance (in shares) | 0 | 0 |
Issuance of common stock (in shares) | 64,645 | 0 |
Distribution reinvestment (in shares) | 28 | 0 |
Exchanges and transfers (in shares) | 0 | |
Repurchases of common stock (in shares) | 0 | 0 |
Shares outstanding, ending balance (in shares) | 64,673 | 0 |
Common Stock Class D | CRII Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 0 | |
Common Stock Class D | CMRI Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 0 | |
Common Stock Class D | CMRII Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 0 | |
Common Stock Class D | CMOF Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 0 | |
Common Stock Class I | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares outstanding, beginning balance (in shares) | 151,286 | 0 |
Issuance of common stock (in shares) | 3,579,515 | 151,286 |
Distribution reinvestment (in shares) | 8,334 | 0 |
Exchanges and transfers (in shares) | 280,889 | |
Repurchases of common stock (in shares) | (158,975) | 0 |
Shares outstanding, ending balance (in shares) | 3,861,049 | 151,286 |
Common Stock Class I | CRII Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 0 | |
Common Stock Class I | CMRI Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 0 | |
Common Stock Class I | CMRII Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 0 | |
Common Stock Class I | CMOF Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 0 | |
Common Stock Class A | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares outstanding, beginning balance (in shares) | 23,445,174 | 12,214,771 |
Issuance of common stock (in shares) | 0 | 0 |
Distribution reinvestment (in shares) | 93,768 | 8,660 |
Exchanges and transfers (in shares) | 17,533 | |
Repurchases of common stock (in shares) | (1,286,978) | (203,537) |
Shares outstanding, ending balance (in shares) | 26,604,864 | 23,445,174 |
Common Stock Class A | CRII Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 430,070 | |
Common Stock Class A | CMRI Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 5,762,253 | |
Common Stock Class A | CMRII Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 5,232,957 | |
Common Stock Class A | CMOF Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 4,335,367 | |
Common Stock Class TX | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares outstanding, beginning balance (in shares) | 17,520 | 17,518 |
Issuance of common stock (in shares) | 0 | 0 |
Distribution reinvestment (in shares) | 13 | 2 |
Exchanges and transfers (in shares) | (17,533) | |
Repurchases of common stock (in shares) | 0 | 0 |
Shares outstanding, ending balance (in shares) | 0 | 17,520 |
Common Stock Class TX | CRII Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 0 | |
Common Stock Class TX | CMRI Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 0 | |
Common Stock Class TX | CMRII Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 0 | |
Common Stock Class TX | CMOF Merger | ||
Subsidiary, Sale of Stock [Line Items] | ||
CRII, CMRI, CMRII and CMOF Merger (in shares) | 0 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2022 | Nov. 30, 2022 | Oct. 31, 2022 | Sep. 30, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | Jun. 30, 2022 | May 31, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Oct. 29, 2021 | Sep. 25, 2021 | Mar. 31, 2022 | Jun. 30, 2022 | Aug. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Aggregate distributions paid | $ 22,200 | $ 9,600 | ||||||||||||||||||||
Distributions paid in cash | $ 4,174 | $ 8,774 | $ 13,842 | 20,032 | 9,482 | |||||||||||||||||
Dividend reinvestment plan, cash paid | $ 2,200 | $ 100 | ||||||||||||||||||||
Common stock, dividend rate (in USD per share) | $ 0.00013699 | $ 0.00013699 | ||||||||||||||||||||
Dividend declared (in dollars per share) | $ 0.73 | $ 0.73 | $ 0.73 | $ 0.73 | $ 0.73 | $ 0.73 | $ 0.73 | $ 0.72 | $ 0.71 | $ 0.71 | $ 0.71 | $ 0.70 | $ 0.68 | $ 0.65 | $ 0.52 | $ 0.52 | $ 0.50 | $ 0.50 | ||||
Distributions to stockholders return of capital | 100% | 100% | ||||||||||||||||||||
Repurchases of common stock (in shares) | (1,456,093) | (203,537) | ||||||||||||||||||||
Repurchase of common stock/OP Units | $ (3,394) | $ (9,432) | $ (15,840) | $ (28,379) | $ (5,012) | |||||||||||||||||
Common Stock | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Repurchases of common stock (in shares) | (1,456,093) | (203,537) | ||||||||||||||||||||
Repurchase of common stock/OP Units | $ (26,900) | $ (2,600) | ||||||||||||||||||||
Average repurchase price (in dollars per share) | $ 18.47 | $ 12.90 |
Stockholders' Equity - Distribu
Stockholders' Equity - Distributions of Common Stock (Details) - $ / shares | 8 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2022 | Nov. 30, 2022 | Oct. 31, 2022 | Sep. 30, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | Jun. 30, 2022 | May 31, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Oct. 29, 2021 | Sep. 25, 2021 | Aug. 30, 2021 | Dec. 31, 2021 | |
Equity [Abstract] | ||||||||||||||||||
Monthly rate (in dollars per share) | $ 0.06083333 | $ 0.06083333 | $ 0.06083333 | $ 0.06083333 | $ 0.06083333 | $ 0.06083333 | $ 0.06083333 | $ 0.06000000 | $ 0.05916667 | $ 0.05916667 | $ 0.05916667 | $ 0.05833333 | $ 0.05666667 | $ 0.05416667 | $ 0.04333333 | $ 0.04333333 | ||
Annually (in dollars per share) | $ 0.73 | $ 0.73 | $ 0.73 | $ 0.73 | $ 0.73 | $ 0.73 | $ 0.73 | $ 0.72 | $ 0.71 | $ 0.71 | $ 0.71 | $ 0.70 | $ 0.68 | $ 0.65 | $ 0.52 | $ 0.52 | $ 0.50 | $ 0.50 |
Promote from Incentive Alloca_2
Promote from Incentive Allocation Agreement (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2018 realEstateUnit | |
Promote from Incentive Allocation Agreement [Abstract] | ||||
Promote from incentive allocation agreement | $ | $ 30,700 | $ 30,702 | $ 0 | |
Disposed of by Sale | ||||
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) | 4 Months Ended | 8 Months Ended | 12 Months Ended | |||||
Apr. 07, 2022 USD ($) | May 07, 2021 | May 06, 2021 | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) project | Dec. 31, 2021 USD ($) | Sep. 27, 2022 | Jun. 28, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||||||||
Performance participation allocation | $ 20,320,000 | $ 51,761,000 | ||||||
Joint venture, number of projects | project | 2 | |||||||
Disposed of by Sale | Alpha Mill Apartments | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership in equity transaction | 10.30% | |||||||
Consideration received | $ 8,200,000 | |||||||
CROP (The Archer) | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percent of development project owned | 79.90% | 100% | ||||||
Independent Director Compensation | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage threshold operating expenses must exceed average invested assets to be reimbursable | 2% | |||||||
Percentage threshold operating expenses must exceed net income to be reimbursable | 25% | |||||||
Required reimbursement | $ 0 | $ 0 | 0 | |||||
Independent Director Compensation | LTIP Units | ||||||||
Related Party Transaction [Line Items] | ||||||||
Grant value | $ 85,000 | |||||||
LTIP unit vesting period (in years) | 1 year | |||||||
Affiliated Entity | Independent Director Compensation | ||||||||
Related Party Transaction [Line Items] | ||||||||
Renewal period | 1 year | |||||||
Gross asset value of CROP percentage | 0.0625% | 1.25% | ||||||
Net asset value of CROP percentage | 0.125% | |||||||
Asset management fees | $ 17,800,000 | $ 8,100,000 | ||||||
Percentage of total return | 5% | |||||||
Percentage of annual total return | 12.50% | |||||||
Affiliated Entity | Independent Director Compensation | Limited Partners | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of total return | 12.50% | |||||||
Performance participation allocation | $ 51,800,000 | 20,300,000 | ||||||
Affiliated Entity | Independent Director Compensation | Other Ownership Interest | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of total return | 87.50% | |||||||
CW Block C, LLC | Affiliated Members | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percent of development project owned | 79% | |||||||
Capital contribution | $ 8,500,000 | |||||||
CW Jasper, LLC | Affiliated Members | ||||||||
Related Party Transaction [Line Items] | ||||||||
Capital contribution | $ 2,400,000 | |||||||
Independent Directors | Independent Director Compensation | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses from transactions with related parties | 50,000 | |||||||
Independent Directors | Independent Director Compensation | Chair of Audit Committee | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses from transactions with related parties | 15,000 | |||||||
Independent Directors | Independent Director Compensation | Char of Compensation Committee | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses from transactions with related parties | 10,000 | |||||||
Independent Directors | Independent Director Compensation | Chair of Conflicts Committee | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses from transactions with related parties | $ 10,000 |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) $ in Thousands | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) vote shares | Dec. 31, 2021 USD ($) | |
Noncontrolling Interest [Line Items] | |||
Distributions to investors | $ (47,496) | $ (21,942) | |
Voting rights | vote | 0 | ||
Not Wholly Owned | Minimum | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest, ownership percentage by noncontrolling owners | 1% | ||
Not Wholly Owned | Maximum | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest, ownership percentage by noncontrolling owners | 63% | ||
Not Wholly Owned | Weighted Average | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest, ownership percentage by noncontrolling owners | 12% | ||
OP Units | |||
Noncontrolling Interest [Line Items] | |||
Distributions to investors | $ (10,600) | $ (22,200) | |
LTIP Units | |||
Noncontrolling Interest [Line Items] | |||
Units annual vesting percentage | 10% | ||
Share conversion ratio | 1 | ||
Number of unvested awards outstanding (in shares) | shares | 673,780 | ||
Share-based compensation | $ 3,700 | $ 1,600 | |
Total unrecognized compensation expense | $ 8,000 | ||
Performance LTIP | |||
Noncontrolling Interest [Line Items] | |||
Number of unvested awards outstanding (in shares) | shares | 548,138 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | May 07, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||
Construction loans, net | $ 116,656 | $ 95,327 | |
Monthly redemptions, percent of net asset value, maximum | 2% | ||
Quarterly redemptions, percent of net asset value, maximum | 5% | ||
Percent of most recently disclosed net asset value | 95% | ||
Class A and Class TX Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Maximum percent of net asset value | 95% | ||
Class A and Class TX Common Stock | Four Years After Acquisition | |||
Subsidiary, Sale of Stock [Line Items] | |||
Maximum percent of net asset value | 85% | ||
Class A and Class TX Common Stock | Six Years After Acquisition | |||
Subsidiary, Sale of Stock [Line Items] | |||
Maximum percent of net asset value | 90% | ||
Class A and Class TX Common Stock | Six Years Or More | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock repurchase program, redemption price, percentage | 100% | ||
Class A and Class TX Common Stock | Five Years And Less Than Six Years | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock repurchase program, redemption price, percentage | 95% | ||
Class A and Class TX Common Stock | Three Years And Less Than Five Years | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock repurchase program, redemption price, percentage | 90% | ||
Class A and Class TX Common Stock | One Year And Less Than Three Years | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock repurchase program, redemption price, percentage | 85% | ||
Common Limited OP Units | One Year After Acquisition | |||
Subsidiary, Sale of Stock [Line Items] | |||
Maximum percent of net asset value | 80% | ||
CRII Merger | |||
Subsidiary, Sale of Stock [Line Items] | |||
Percent of assumed payment guarantee provided | 50% | ||
Construction loans, net | $ 53,600 | ||
Percent Of Borrowers Owned | 13.91% | ||
417 Callowhill | |||
Subsidiary, Sale of Stock [Line Items] | |||
Remaining commitment of equity investment | $ 24,700 |
Commitments and Contingencies_2
Commitments and Contingencies - Share Repurchase Program (Details) | Dec. 31, 2022 $ / shares |
Less than 1 year | Series 2019 Preferred Stock | |
Share Repurchase Program [Line Items] | |
Repurchase price (in dollars per share) | $ 8.80 |
Less than 1 year | Series 2023 Preferred stock | |
Share Repurchase Program [Line Items] | |
Repurchase price (in dollars per share) | 9 |
1 year | Series 2019 Preferred Stock | |
Share Repurchase Program [Line Items] | |
Repurchase price (in dollars per share) | 9 |
1 year | Series 2023 Preferred stock | |
Share Repurchase Program [Line Items] | |
Repurchase price (in dollars per share) | 9 |
2 years | Series 2019 Preferred Stock | |
Share Repurchase Program [Line Items] | |
Repurchase price (in dollars per share) | 9.20 |
2 years | Series 2023 Preferred stock | |
Share Repurchase Program [Line Items] | |
Repurchase price (in dollars per share) | 9.20 |
3 years | Series 2019 Preferred Stock | |
Share Repurchase Program [Line Items] | |
Repurchase price (in dollars per share) | 9.40 |
3 years | Series 2023 Preferred stock | |
Share Repurchase Program [Line Items] | |
Repurchase price (in dollars per share) | 9.40 |
4 years | Series 2019 Preferred Stock | |
Share Repurchase Program [Line Items] | |
Repurchase price (in dollars per share) | 9.60 |
4 years | Series 2023 Preferred stock | |
Share Repurchase Program [Line Items] | |
Repurchase price (in dollars per share) | 9.60 |
5 years | Series 2019 Preferred Stock | |
Share Repurchase Program [Line Items] | |
Repurchase price (in dollars per share) | 9.80 |
5 years | Series 2023 Preferred stock | |
Share Repurchase Program [Line Items] | |
Repurchase price (in dollars per share) | 9.80 |
A stockholder’s death or complete disability, 2 years or more | Series 2019 Preferred Stock | |
Share Repurchase Program [Line Items] | |
Repurchase price (in dollars per share) | 10 |
A stockholder’s death or complete disability, 2 years or more | Series 2023 Preferred stock | |
Share Repurchase Program [Line Items] | |
Repurchase price (in dollars per share) | $ 10 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Mar. 17, 2023 extension | Mar. 02, 2023 USD ($) | Feb. 28, 2023 USD ($) property | Feb. 14, 2023 USD ($) | Jan. 06, 2023 USD ($) shares | Mar. 21, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) numberOfExtension shares | Dec. 31, 2021 USD ($) shares | Mar. 22, 2023 USD ($) | Feb. 13, 2023 | Dec. 16, 2022 $ / shares | |
Subsequent Event [Line Items] | ||||||||||||
Proceeds from sale of investments in unconsolidated real estate entities | $ 28,734,000 | $ 28,764,000 | $ 0 | |||||||||
Construction loans, net | 95,327,000 | 116,656,000 | ||||||||||
Issuance of common stock | $ 168,477,000 | $ 2,534,000 | ||||||||||
Issuance of common stock (in shares) | shares | 8,458,590 | 151,286 | ||||||||||
LTIP | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Net asset value per share (in dollars per share) | $ / shares | $ 19.9945 | |||||||||||
Revolving Credit Facility | Variable rate revolving credit facility | Variable Rate Loans | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of extensions | numberOfExtension | 2 | |||||||||||
Subsequent event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of real estate properties refinanced | property | 7 | |||||||||||
Amount of debt | $ 326,000,000 | |||||||||||
Proceeds from issuance of debt | $ 58,000,000 | |||||||||||
Debt term | 6 years 9 months 18 days | |||||||||||
Weighted average interest rate | 5.08% | |||||||||||
Value of shares in offering | $ 13,409,000 | |||||||||||
Expenses from transactions with related parties | $ 20,300,000 | |||||||||||
Subsequent event | Restricted Stock Units (RSUs) | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Issuance of common stock (in shares) | shares | 15,723 | |||||||||||
Award vesting period | 4 years | |||||||||||
Subsequent event | LTIP | Executive Officer | Time Based Shares | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Issuance of common stock | $ 1,556,557 | |||||||||||
Subsequent event | LTIP | Executive Officer | Performance Shares | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Issuance of common stock | $ 2,890,745 | |||||||||||
Subsequent event | 2022 Equity Incentive Plan | Restricted Stock Units (RSUs) | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Issuance of common stock (in shares) | shares | 11,722 | |||||||||||
Subsequent event | Preferred Stock | 2023 Private Offering | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of shares issued and sold (in shares) | shares | 2,761,203 | |||||||||||
Value of shares in offering | $ 27,600,000 | |||||||||||
Sale Of Stock, Selling Commissions | 1,600,000 | |||||||||||
Sale Of Stock, Placement Fees | $ 800,000 | |||||||||||
Subsequent event | Fixed rate loans | Sugarmont | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Construction loans, net | $ 91,200,000 | |||||||||||
Interest rate | 5.90% | |||||||||||
Subsequent event | Revolving Credit Facility | Variable rate revolving credit facility | Variable Rate Loans | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of extensions | extension | 2 | |||||||||||
Subsequent event | Unconsolidated Properties | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of real estate properties refinanced | property | 2 | |||||||||||
Subsequent event | Cottonwood Lighthouse Point | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Proceeds from sale of investments in unconsolidated real estate entities | $ 13,600,000 | |||||||||||
Ownership percentage | 86.80% | 100% |
Subsequent Events - Status of t
Subsequent Events - Status of the Follow-on Offering (Details) - Subsequent event $ in Thousands | 3 Months Ended |
Mar. 21, 2023 USD ($) shares | |
Subsequent Event [Line Items] | |
Gross Proceeds | $ | $ 13,409 |
Primary Offering | |
Subsequent Event [Line Items] | |
Shares issued (in shares) | 670,729 |
Distribution Reinvestment Plan | |
Subsequent Event [Line Items] | |
Shares issued (in shares) | 35,560 |
Common Stock Class T | |
Subsequent Event [Line Items] | |
Gross Proceeds | $ | $ 6,326 |
Common Stock Class T | Primary Offering | |
Subsequent Event [Line Items] | |
Shares issued (in shares) | 312,220 |
Common Stock Class T | Distribution Reinvestment Plan | |
Subsequent Event [Line Items] | |
Shares issued (in shares) | 7,428 |
Common Stock Class D | |
Subsequent Event [Line Items] | |
Gross Proceeds | $ | $ 2,014 |
Common Stock Class D | Primary Offering | |
Subsequent Event [Line Items] | |
Shares issued (in shares) | 101,083 |
Common Stock Class D | Distribution Reinvestment Plan | |
Subsequent Event [Line Items] | |
Shares issued (in shares) | 171 |
Common Stock Class I | |
Subsequent Event [Line Items] | |
Gross Proceeds | $ | $ 5,069 |
Common Stock Class I | Primary Offering | |
Subsequent Event [Line Items] | |
Shares issued (in shares) | 257,426 |
Common Stock Class I | Distribution Reinvestment Plan | |
Subsequent Event [Line Items] | |
Shares issued (in shares) | 6,210 |
Common Stock Class A | |
Subsequent Event [Line Items] | |
Gross Proceeds | $ | $ 0 |
Common Stock Class A | Primary Offering | |
Subsequent Event [Line Items] | |
Shares issued (in shares) | 0 |
Common Stock Class A | Distribution Reinvestment Plan | |
Subsequent Event [Line Items] | |
Shares issued (in shares) | 21,751 |
Subsequent Events - Distributio
Subsequent Events - Distributions Declared (Details) - $ / shares | 8 Months Ended | 12 Months Ended | |||||||||||||||||||
Mar. 31, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | Oct. 31, 2022 | Sep. 30, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | Jun. 30, 2022 | May 31, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Oct. 29, 2021 | Sep. 25, 2021 | Aug. 30, 2021 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | |||||||||||||||||||||
Monthly rate (in dollars per share) | $ 0.06083333 | $ 0.06083333 | $ 0.06083333 | $ 0.06083333 | $ 0.06083333 | $ 0.06083333 | $ 0.06083333 | $ 0.06000000 | $ 0.05916667 | $ 0.05916667 | $ 0.05916667 | $ 0.05833333 | $ 0.05666667 | $ 0.05416667 | $ 0.04333333 | $ 0.04333333 | |||||
Annually (in dollars per share) | $ 0.73 | $ 0.73 | $ 0.73 | $ 0.73 | $ 0.73 | $ 0.73 | $ 0.73 | $ 0.72 | $ 0.71 | $ 0.71 | $ 0.71 | $ 0.70 | $ 0.68 | $ 0.65 | $ 0.52 | $ 0.52 | $ 0.50 | $ 0.50 | |||
Forecast | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Monthly rate (in dollars per share) | $ 0.06083333 | ||||||||||||||||||||
Annually (in dollars per share) | $ 0.73 | ||||||||||||||||||||
Subsequent event | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Monthly rate (in dollars per share) | $ 0.06083333 | $ 0.06083333 | |||||||||||||||||||
Annually (in dollars per share) | $ 0.73 | $ 0.73 |
Restatement of Previously Iss_7
Restatement of Previously Issued Interim Consolidated Financial Statements (unaudited) - Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 07, 2021 | ||
Cash flows from operating activities: | |||||||
Net loss | $ (6,888) | $ (19,882) | $ (32,209) | $ (34,030) | $ (106,905) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Depreciation and amortization | 11,268 | 23,259 | 37,549 | 54,595 | 63,397 | ||
Gain on sale of real estate assets | 0 | (10,912) | |||||
Gain on sale of investments in unconsolidated real estate entities | (7,634) | (7,810) | (8,129) | 0 | |||
Share-based compensation | 865 | 1,596 | 2,743 | 3,670 | 1,570 | ||
Deferred taxes | 7,262 | 7,262 | 7,622 | 60 | |||
Other operating | 1,312 | 3,014 | 4,802 | 7,104 | 1,932 | ||
Loss on debt extinguishment | 551 | 481 | 481 | ||||
Equity in earnings (losses) of unconsolidated real estate entities | (2,670) | (6,723) | (8,705) | (12,393) | 533 | ||
Distributions from unconsolidated real estate entities - return on capital | 2,235 | 6,423 | 8,389 | 14,678 | 5,429 | ||
Changes in operating assets and liabilities: | |||||||
Other assets | (1,170) | (3,498) | (2,647) | (727) | (862) | ||
Performance participation allocation | 19,934 | 30,078 | 31,160 | 20,320 | 51,761 | ||
Performance participation allocation payment | (51,761) | (51,761) | (51,761) | (51,761) | 0 | ||
Accounts payable, accrued expenses and other liabilities | 9,926 | 7,116 | 7,943 | 2,819 | [1] | (579) | |
Net cash provided by operating activities | (16,398) | (10,269) | (2,803) | 3,768 | [1] | 5,424 | |
Cash flows from investing activities: | |||||||
Acquisitions of real estate, net of cash acquired | (93,985) | (142,613) | (142,613) | 0 | |||
Settlement of related party notes and liabilities assumed with the CMOF Merger | (1,469) | (1,469) | 0 | ||||
Cash, cash equivalents and restricted cash acquired in connection with the CRII Merger | 0 | 51,943 | |||||
Capital expenditures and development activities | (18,488) | (31,341) | (77,235) | (88,628) | (84,692) | ||
Proceeds from sale of real estate assets | 0 | 16,812 | |||||
Investments in unconsolidated real estate entities | (197) | (197) | (197) | (8,943) | (23,545) | ||
Proceeds from sale of investments in unconsolidated real estate entities | 28,734 | 28,764 | 0 | ||||
Proceeds from sale of investments in unconsolidated real estate entities | 28,910 | ||||||
Distributions from unconsolidated real estate entities - return of capital | 38,769 | 38,769 | 38,769 | 38,769 | 0 | ||
Contributions to investments in real-estate related loans | 0 | 0 | (14,173) | ||||
Proceeds from settlement of investments in real-estate related loans | 13,000 | 13,000 | 9,332 | ||||
Other investing activities | 0 | 26 | |||||
Net cash used in investing activities | 20,084 | (58,020) | (140,835) | (161,120) | (44,297) | ||
Cash flows from financing activities: | |||||||
Principal payments on mortgage notes | (404) | (793) | (1,186) | (1,702) | (642) | ||
Borrowings from revolving credit facility | 52,800 | 138,000 | 168,000 | 175,000 | 8,500 | ||
Repayments on revolving credit facility | (72,800) | (98,000) | (141,000) | (141,000) | (24,000) | ||
Borrowings under mortgage notes and term loans | 369,500 | 464,372 | 464,373 | 464,373 | 5,310 | ||
Repayments of mortgage notes and term loans | (218,693) | (231,177) | (231,177) | (231,177) | 0 | ||
Deferred financing costs on mortgage notes and term loans | (4,036) | (4,931) | (5,067) | (5,071) | (385) | ||
Borrowings from construction loans | 9,178 | 22,915 | 30,642 | 38,331 | 52,542 | ||
Repayments of construction loans | (59,660) | (59,660) | (59,660) | (59,660) | 0 | ||
Proceeds from issuance of Series 2019 Preferred Stock | 14,162 | 15,472 | 15,472 | 15,472 | 78,593 | ||
Redemption of preferred stock | (2,738) | (142,616) | (142,720) | (142,830) | (1,421) | ||
Offering costs paid on issuance of preferred stock | (1,693) | (1,708) | (1,708) | (1,899) | (8,065) | ||
Repurchase of unsecured promissory notes | (96) | (96) | (561) | (5,092) | |||
Proceeds from issuance of common stock | 33,395 | 87,600 | 145,008 | 170,841 | 2,534 | ||
Repurchase of common stock/OP Units | (3,394) | (9,432) | (15,840) | (28,379) | (5,012) | ||
Offering costs paid on issuance of common stock | (1,367) | (4,109) | (7,514) | (9,585) | [1] | (1,705) | |
Contributions from noncontrolling interests | 662 | 11,758 | 11,935 | 11,935 | 0 | ||
Distributions to common stockholders | (4,174) | (8,774) | (13,842) | (20,032) | (9,482) | ||
Distributions to noncontrolling interests - limited partners | (5,460) | (11,018) | (16,507) | (22,198) | (10,591) | ||
Distributions to noncontrolling interests - partially owned entities | (4,073) | (4,195) | (4,311) | (4,372) | (1,454) | ||
Other financing activities | (96) | ||||||
Net cash provided by financing activities | 101,109 | 163,608 | 194,802 | 207,486 | [1] | 79,630 | |
Net increase in cash and cash equivalents and restricted cash | 104,795 | 95,319 | 51,164 | 50,134 | 40,757 | ||
Cash and cash equivalents and restricted cash, beginning of period | 45,390 | 45,390 | 45,390 | 45,390 | 4,633 | ||
Cash and cash equivalents and restricted cash, end of period | 150,185 | 140,709 | 96,554 | 95,524 | 45,390 | ||
Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets: | |||||||
Cash and cash equivalents | 121,890 | 72,640 | 63,045 | 63,173 | 27,169 | ||
Restricted cash | 28,295 | 68,069 | 33,509 | 32,351 | 18,221 | ||
Total cash and cash equivalents and restricted cash | 150,185 | 140,709 | 96,554 | 95,524 | 45,390 | ||
Supplemental disclosure of cash flow information: | |||||||
Cash paid for interest | 45,183 | 24,659 | |||||
Income taxes paid | 1,314 | 1,068 | |||||
Supplemental disclosure of non-cash investing and financing activities: | |||||||
Increase in accrued deferred offering costs | 1,592 | 3,061 | 4,404 | 4,791 | [1] | 0 | |
Prior to Reclassification | |||||||
Changes in operating assets and liabilities: | |||||||
Accounts payable, accrued expenses and other liabilities | 14,400 | 15,200 | 10,400 | ||||
Cottonwood Multifamily Opportunity Fund, Inc. | |||||||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | |||||||
CMOF related party notes assumed | 1,327 | 1,327 | 0 | ||||
Net other liabilities assumed | 142 | 142 | 0 | ||||
Cottonwood Ridgeview | |||||||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | |||||||
Real estate assets | 68,167 | 68,167 | 0 | ||||
Debt | 63,795 | 63,795 | 0 | ||||
Other assets and liabilities assumed, net | 642 | 642 | 0 | ||||
Value of OP Units issued for real estate assets | 2,930 | 2,930 | 0 | ||||
Cottonwood Clermont | |||||||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | |||||||
Debt | 35,521 | 35,521 | 0 | ||||
Cottonwood REIT II, Inc. | |||||||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | |||||||
Real estate assets | 0 | 1,291,030 | |||||
Investments in unconsolidated real estate entities | 0 | 120,775 | |||||
Intangibles | 0 | 24,113 | |||||
Debt | 0 | 734,852 | |||||
Preferred stock | 0 | 143,979 | |||||
Other assets acquired | 0 | 62,147 | |||||
Other liabilities assumed | 0 | 40,926 | |||||
Fair value of equity issued to CRII Shareholders in the CRII Merger | 0 | 4,658 | |||||
Fair value of noncontrolling interests from the CRII Merger | 0 | 573,650 | |||||
CMRI Merger | |||||||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | |||||||
Net other liabilities assumed | 0 | 2,223 | $ 2,223 | ||||
Settlement of CMRI promissory notes and interest with CROP | 0 | 1,545 | 1,545 | ||||
CMRII Merger | |||||||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | |||||||
Net other liabilities assumed | 0 | 1,477 | 1,477 | ||||
Settlement of CMRI promissory notes and interest with CROP | 0 | 2,475 | $ 2,475 | ||||
As Previously Reported | |||||||
Cash flows from operating activities: | |||||||
Net loss | (6,888) | (19,882) | (32,209) | ||||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Depreciation and amortization | 11,268 | 23,259 | 37,549 | ||||
Gain on sale of investments in unconsolidated real estate entities | (7,634) | (7,810) | |||||
Share-based compensation | 865 | 1,596 | 2,743 | ||||
Deferred taxes | 0 | 0 | 0 | ||||
Other operating | 1,312 | 3,014 | 4,802 | ||||
Loss on debt extinguishment | 551 | 481 | 481 | ||||
Equity in earnings (losses) of unconsolidated real estate entities | (2,670) | (6,723) | (8,705) | ||||
Distributions from unconsolidated real estate entities - return on capital | 2,235 | 6,423 | 8,389 | ||||
Changes in operating assets and liabilities: | |||||||
Other assets | (1,170) | (3,498) | (2,647) | ||||
Performance participation allocation | 19,934 | 30,078 | 31,160 | ||||
Performance participation allocation payment | (51,761) | (51,761) | (51,761) | ||||
Accounts payable, accrued expenses and other liabilities | 11,518 | 17,439 | 19,609 | 15,232 | |||
Net cash provided by operating activities | (14,806) | (7,208) | 1,601 | 8,559 | |||
Cash flows from investing activities: | |||||||
Acquisitions of real estate, net of cash acquired | (93,985) | (148,216) | (148,216) | ||||
Settlement of related party notes and liabilities assumed with the CMOF Merger | (1,469) | ||||||
Capital expenditures and development activities | (18,488) | (31,341) | (77,235) | ||||
Investments in unconsolidated real estate entities | (197) | (197) | (197) | ||||
Proceeds from sale of investments in unconsolidated real estate entities | 28,734 | ||||||
Proceeds from sale of investments in unconsolidated real estate entities | 28,910 | ||||||
Distributions from unconsolidated real estate entities - return of capital | 38,769 | 38,769 | 38,769 | ||||
Contributions to investments in real-estate related loans | 0 | ||||||
Proceeds from settlement of investments in real-estate related loans | 13,000 | ||||||
Net cash used in investing activities | 20,084 | (58,020) | (146,438) | (166,723) | |||
Cash flows from financing activities: | |||||||
Principal payments on mortgage notes | (404) | (793) | (1,186) | ||||
Borrowings from revolving credit facility | 52,800 | 138,000 | 168,000 | ||||
Repayments on revolving credit facility | (72,800) | (98,000) | (141,000) | ||||
Borrowings under mortgage notes and term loans | 369,500 | 464,372 | 469,976 | 469,976 | |||
Repayments of mortgage notes and term loans | (218,693) | (231,177) | (231,177) | ||||
Deferred financing costs on mortgage notes and term loans | (4,036) | (4,931) | (5,067) | ||||
Borrowings from construction loans | 9,178 | 22,915 | 30,642 | ||||
Repayments of construction loans | (59,660) | (59,660) | (59,660) | ||||
Proceeds from issuance of Series 2019 Preferred Stock | 14,162 | 15,472 | 15,472 | ||||
Redemption of preferred stock | (2,738) | (142,616) | (142,720) | ||||
Offering costs paid on issuance of preferred stock | (1,693) | (1,708) | (1,708) | ||||
Repurchase of unsecured promissory notes | (96) | (96) | |||||
Proceeds from issuance of common stock | 33,395 | 87,600 | 145,008 | ||||
Repurchase of common stock/OP Units | (3,394) | (9,432) | (15,840) | ||||
Offering costs paid on issuance of common stock | (2,959) | (7,170) | (11,918) | (14,376) | |||
Contributions from noncontrolling interests | 662 | 11,758 | 11,935 | ||||
Distributions to common stockholders | (4,174) | (8,774) | (13,842) | ||||
Distributions to noncontrolling interests - limited partners | (5,460) | (11,018) | (16,507) | ||||
Distributions to noncontrolling interests - partially owned entities | (4,073) | (4,195) | (4,311) | ||||
Other financing activities | (96) | ||||||
Net cash provided by financing activities | 99,517 | 160,547 | 196,001 | 208,298 | |||
Net increase in cash and cash equivalents and restricted cash | 104,795 | 95,319 | 51,164 | ||||
Cash and cash equivalents and restricted cash, beginning of period | 45,390 | 45,390 | 45,390 | 45,390 | |||
Cash and cash equivalents and restricted cash, end of period | 150,185 | 140,709 | 96,554 | 45,390 | |||
Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets: | |||||||
Cash and cash equivalents | 121,890 | 72,640 | 63,045 | ||||
Restricted cash | 28,295 | 68,069 | 33,509 | ||||
Total cash and cash equivalents and restricted cash | 150,185 | 140,709 | 96,554 | 45,390 | |||
Supplemental disclosure of non-cash investing and financing activities: | |||||||
Increase in accrued deferred offering costs | 0 | 0 | 0 | 0 | |||
As Previously Reported | Cottonwood Multifamily Opportunity Fund, Inc. | |||||||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | |||||||
CMOF related party notes assumed | 1,327 | ||||||
Net other liabilities assumed | 142 | ||||||
As Previously Reported | Cottonwood Ridgeview | |||||||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | |||||||
Real estate assets | 62,636 | 62,636 | |||||
Debt | 58,192 | 58,192 | |||||
Other assets and liabilities assumed, net | 642 | ||||||
Value of OP Units issued for real estate assets | 2,930 | ||||||
As Previously Reported | Cottonwood Clermont | |||||||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | |||||||
Debt | 35,521 | ||||||
Restatement Adjustment | |||||||
Cash flows from operating activities: | |||||||
Net loss | 0 | 0 | 0 | ||||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Depreciation and amortization | 0 | 0 | 0 | ||||
Gain on sale of investments in unconsolidated real estate entities | 0 | 0 | |||||
Share-based compensation | 0 | 0 | 0 | ||||
Deferred taxes | 0 | 0 | 0 | ||||
Other operating | 0 | 0 | 0 | ||||
Loss on debt extinguishment | 0 | 0 | 0 | ||||
Equity in earnings (losses) of unconsolidated real estate entities | 0 | 0 | 0 | ||||
Distributions from unconsolidated real estate entities - return on capital | 0 | 0 | 0 | ||||
Changes in operating assets and liabilities: | |||||||
Other assets | 0 | 0 | 0 | ||||
Performance participation allocation | 0 | 0 | 0 | ||||
Performance participation allocation payment | 0 | 0 | 0 | ||||
Accounts payable, accrued expenses and other liabilities | (1,592) | (3,061) | (4,404) | (4,791) | |||
Net cash provided by operating activities | (1,592) | (3,061) | (4,404) | (4,791) | |||
Cash flows from investing activities: | |||||||
Acquisitions of real estate, net of cash acquired | 0 | 0 | 0 | ||||
Settlement of related party notes and liabilities assumed with the CMOF Merger | 0 | ||||||
Capital expenditures and development activities | 0 | 0 | 0 | ||||
Investments in unconsolidated real estate entities | 0 | 0 | 0 | ||||
Proceeds from sale of investments in unconsolidated real estate entities | 0 | ||||||
Proceeds from sale of investments in unconsolidated real estate entities | 0 | ||||||
Distributions from unconsolidated real estate entities - return of capital | 0 | 0 | 0 | ||||
Contributions to investments in real-estate related loans | 0 | ||||||
Proceeds from settlement of investments in real-estate related loans | 0 | ||||||
Net cash used in investing activities | 0 | 0 | 0 | 0 | |||
Cash flows from financing activities: | |||||||
Principal payments on mortgage notes | 0 | 0 | 0 | ||||
Borrowings from revolving credit facility | 0 | 0 | 0 | ||||
Repayments on revolving credit facility | 0 | 0 | 0 | ||||
Borrowings under mortgage notes and term loans | 0 | 0 | 0 | 0 | |||
Repayments of mortgage notes and term loans | 0 | 0 | 0 | ||||
Deferred financing costs on mortgage notes and term loans | 0 | 0 | 0 | ||||
Borrowings from construction loans | 0 | 0 | 0 | ||||
Repayments of construction loans | 0 | 0 | 0 | ||||
Proceeds from issuance of Series 2019 Preferred Stock | 0 | 0 | 0 | ||||
Redemption of preferred stock | 0 | 0 | 0 | ||||
Offering costs paid on issuance of preferred stock | 0 | 0 | 0 | ||||
Repurchase of unsecured promissory notes | 0 | 0 | |||||
Proceeds from issuance of common stock | 0 | 0 | 0 | ||||
Repurchase of common stock/OP Units | 0 | 0 | 0 | ||||
Offering costs paid on issuance of common stock | 1,592 | 3,061 | 4,404 | 4,791 | |||
Contributions from noncontrolling interests | 0 | 0 | 0 | ||||
Distributions to common stockholders | 0 | 0 | 0 | ||||
Distributions to noncontrolling interests - limited partners | 0 | 0 | 0 | ||||
Distributions to noncontrolling interests - partially owned entities | 0 | 0 | 0 | ||||
Other financing activities | 0 | ||||||
Net cash provided by financing activities | 1,592 | 3,061 | 4,404 | 4,791 | |||
Net increase in cash and cash equivalents and restricted cash | 0 | 0 | 0 | ||||
Cash and cash equivalents and restricted cash, beginning of period | 0 | 0 | 0 | 0 | |||
Cash and cash equivalents and restricted cash, end of period | 0 | 0 | 0 | 0 | |||
Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets: | |||||||
Cash and cash equivalents | 0 | 0 | 0 | ||||
Restricted cash | 0 | 0 | 0 | ||||
Total cash and cash equivalents and restricted cash | 0 | 0 | 0 | 0 | |||
Supplemental disclosure of non-cash investing and financing activities: | |||||||
Increase in accrued deferred offering costs | 1,592 | 3,061 | 4,404 | 4,791 | |||
Restatement Adjustment | Cottonwood Multifamily Opportunity Fund, Inc. | |||||||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | |||||||
CMOF related party notes assumed | 0 | ||||||
Net other liabilities assumed | 0 | ||||||
Restatement Adjustment | Cottonwood Ridgeview | |||||||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | |||||||
Real estate assets | 0 | 0 | |||||
Debt | 0 | 0 | |||||
Other assets and liabilities assumed, net | 0 | ||||||
Value of OP Units issued for real estate assets | 0 | ||||||
Restatement Adjustment | Cottonwood Clermont | |||||||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | |||||||
Debt | 0 | ||||||
Other Adjustments | |||||||
Cash flows from operating activities: | |||||||
Net loss | 0 | 0 | |||||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Depreciation and amortization | 0 | 0 | |||||
Gain on sale of investments in unconsolidated real estate entities | 0 | 0 | |||||
Share-based compensation | 0 | 0 | |||||
Deferred taxes | 7,262 | 7,262 | 7,622 | ||||
Other operating | 0 | 0 | |||||
Loss on debt extinguishment | 0 | 0 | |||||
Equity in earnings (losses) of unconsolidated real estate entities | 0 | 0 | |||||
Distributions from unconsolidated real estate entities - return on capital | 0 | 0 | |||||
Changes in operating assets and liabilities: | |||||||
Other assets | 0 | 0 | |||||
Performance participation allocation | 0 | 0 | |||||
Performance participation allocation payment | 0 | 0 | |||||
Accounts payable, accrued expenses and other liabilities | (7,262) | (7,262) | (7,622) | ||||
Net cash provided by operating activities | 0 | 0 | 0 | ||||
Cash flows from investing activities: | |||||||
Acquisitions of real estate, net of cash acquired | 0 | 5,603 | 5,603 | ||||
Settlement of related party notes and liabilities assumed with the CMOF Merger | 0 | ||||||
Capital expenditures and development activities | 0 | 0 | |||||
Investments in unconsolidated real estate entities | 0 | 0 | |||||
Proceeds from sale of investments in unconsolidated real estate entities | 0 | ||||||
Proceeds from sale of investments in unconsolidated real estate entities | 0 | ||||||
Distributions from unconsolidated real estate entities - return of capital | 0 | 0 | |||||
Proceeds from settlement of investments in real-estate related loans | 0 | ||||||
Net cash used in investing activities | 0 | 5,603 | 5,603 | ||||
Cash flows from financing activities: | |||||||
Principal payments on mortgage notes | 0 | 0 | |||||
Borrowings from revolving credit facility | 0 | 0 | |||||
Repayments on revolving credit facility | 0 | 0 | |||||
Borrowings under mortgage notes and term loans | 0 | (5,603) | (5,603) | ||||
Repayments of mortgage notes and term loans | 0 | 0 | |||||
Deferred financing costs on mortgage notes and term loans | 0 | 0 | |||||
Borrowings from construction loans | 0 | 0 | |||||
Repayments of construction loans | 0 | 0 | |||||
Proceeds from issuance of Series 2019 Preferred Stock | 0 | 0 | |||||
Redemption of preferred stock | 0 | 0 | |||||
Offering costs paid on issuance of preferred stock | 0 | 0 | |||||
Repurchase of unsecured promissory notes | 0 | ||||||
Proceeds from issuance of common stock | 0 | 0 | |||||
Repurchase of common stock/OP Units | 0 | 0 | |||||
Offering costs paid on issuance of common stock | 0 | 0 | 0 | ||||
Contributions from noncontrolling interests | 0 | 0 | |||||
Distributions to common stockholders | 0 | 0 | |||||
Distributions to noncontrolling interests - limited partners | 0 | 0 | |||||
Distributions to noncontrolling interests - partially owned entities | 0 | 0 | |||||
Other financing activities | 0 | ||||||
Net cash provided by financing activities | 0 | (5,603) | (5,603) | ||||
Net increase in cash and cash equivalents and restricted cash | 0 | 0 | |||||
Cash and cash equivalents and restricted cash, beginning of period | $ 0 | 0 | 0 | 0 | |||
Cash and cash equivalents and restricted cash, end of period | 0 | 0 | 0 | ||||
Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets: | |||||||
Cash and cash equivalents | 0 | 0 | |||||
Restricted cash | 0 | 0 | |||||
Total cash and cash equivalents and restricted cash | 0 | 0 | $ 0 | ||||
Supplemental disclosure of non-cash investing and financing activities: | |||||||
Increase in accrued deferred offering costs | $ 0 | 0 | 0 | ||||
Other Adjustments | Cottonwood Multifamily Opportunity Fund, Inc. | |||||||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | |||||||
CMOF related party notes assumed | 0 | ||||||
Net other liabilities assumed | 0 | ||||||
Other Adjustments | Cottonwood Ridgeview | |||||||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | |||||||
Real estate assets | 5,531 | 5,531 | |||||
Debt | 5,603 | $ 5,603 | |||||
Other assets and liabilities assumed, net | 0 | ||||||
Value of OP Units issued for real estate assets | 0 | ||||||
Other Adjustments | Cottonwood Clermont | |||||||
Fair value of assets acquired and liabilities assumed with the CRII Merger: | |||||||
Debt | $ 0 | ||||||
[1]Restatement related to this line item. |
Restatement of Previously Iss_8
Restatement of Previously Issued Interim Consolidated Financial Statements (unaudited) - Partnership Equity (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total equity and noncontrolling interests | $ 609,899 | $ 540,669 | $ 102,083 | |||
Additional Paid-In Capital | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total equity and noncontrolling interests | 414,140 | $ 403,934 | $ 327,015 | $ 295,125 | 275,821 | 121,677 |
Noncontrolling interests | Limited Partners | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total equity and noncontrolling interests | 272,536 | 276,230 | 267,233 | 266,771 | 267,472 | $ 0 |
As Previously Reported | Additional Paid-In Capital | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total equity and noncontrolling interests | 427,997 | 413,328 | 323,723 | 279,347 | 252,035 | |
As Previously Reported | Noncontrolling interests | Limited Partners | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total equity and noncontrolling interests | 258,679 | 266,836 | 270,525 | 282,549 | 291,258 | |
Restatement Adjustment | Additional Paid-In Capital | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total equity and noncontrolling interests | (13,857) | (9,394) | 3,292 | 15,778 | 23,786 | |
Restatement Adjustment | Noncontrolling interests | Limited Partners | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total equity and noncontrolling interests | $ 13,857 | $ 9,394 | $ (3,292) | $ (15,778) | $ (23,786) |
Schedule III - Real Estate an_2
Schedule III - Real Estate and Accumulated Depreciation - Schedule of Real Estate and Accumulated Depreciation (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) realEstateUnit | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Number of Units | realEstateUnit | 7,126 | ||
Encumbrances | $ (1,103,765) | ||
Initial cost to company, land | 267,876 | ||
Initial cost to company, building and improvements | 1,411,786 | ||
Cost Capitalized Subsequent to Acquisition | 137,215 | ||
Gross amount carried, land | 267,876 | ||
Gross amount carried, buildings and improvements | 1,549,001 | ||
Gross amount carried, total | 1,816,877 | $ 1,476,518 | $ 170,796 |
Accumulated depreciation and amortization | (119,270) | $ (68,035) | $ (9,704) |
Aggregate cost of real estate for federal income tax purposes | $ 1,300,000 | ||
Building | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Life used for depreciation (in years) | 30 years | ||
Land Improvements | Minimum | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Life used for depreciation (in years) | 5 years | ||
Land Improvements | Maximum | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Life used for depreciation (in years) | 15 years | ||
Cason Estates | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 100% | ||
Number of Units | realEstateUnit | 262 | ||
Encumbrances | $ (33,594) | ||
Initial cost to company, land | 4,806 | ||
Initial cost to company, building and improvements | 46,666 | ||
Cost Capitalized Subsequent to Acquisition | 542 | ||
Gross amount carried, land | 4,806 | ||
Gross amount carried, buildings and improvements | 47,208 | ||
Gross amount carried, total | 52,014 | ||
Accumulated depreciation and amortization | $ (4,578) | ||
Cottonwood Apartments | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 100% | ||
Number of Units | realEstateUnit | 264 | ||
Encumbrances | $ (35,430) | ||
Initial cost to company, land | 6,556 | ||
Initial cost to company, building and improvements | 40,745 | ||
Cost Capitalized Subsequent to Acquisition | 1,283 | ||
Gross amount carried, land | 6,556 | ||
Gross amount carried, buildings and improvements | 42,028 | ||
Gross amount carried, total | 48,584 | ||
Accumulated depreciation and amortization | $ (3,782) | ||
Cottonwood Clermont | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 100% | ||
Number of Units | realEstateUnit | 230 | ||
Encumbrances | $ (35,411) | ||
Initial cost to company, land | 5,705 | ||
Initial cost to company, building and improvements | 76,805 | ||
Cost Capitalized Subsequent to Acquisition | 124 | ||
Gross amount carried, land | 5,705 | ||
Gross amount carried, buildings and improvements | 76,929 | ||
Gross amount carried, total | 82,634 | ||
Accumulated depreciation and amortization | $ (1,799) | ||
Cottonwood Lighthouse Point | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 100% | ||
Number of Units | realEstateUnit | 243 | ||
Encumbrances | $ (47,964) | ||
Initial cost to company, land | 13,647 | ||
Initial cost to company, building and improvements | 82,447 | ||
Cost Capitalized Subsequent to Acquisition | 443 | ||
Gross amount carried, land | 13,647 | ||
Gross amount carried, buildings and improvements | 82,890 | ||
Gross amount carried, total | 96,537 | ||
Accumulated depreciation and amortization | $ (3,871) | ||
Cottonwood One Upland | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 100% | ||
Number of Units | realEstateUnit | 262 | ||
Encumbrances | $ (32,400) | ||
Initial cost to company, land | 14,515 | ||
Initial cost to company, building and improvements | 89,428 | ||
Cost Capitalized Subsequent to Acquisition | 687 | ||
Gross amount carried, land | 14,515 | ||
Gross amount carried, buildings and improvements | 90,115 | ||
Gross amount carried, total | 104,630 | ||
Accumulated depreciation and amortization | $ (11,426) | ||
Cottonwood Reserve | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 91.10% | ||
Number of Units | realEstateUnit | 352 | ||
Encumbrances | $ (37,817) | ||
Initial cost to company, land | 12,634 | ||
Initial cost to company, building and improvements | 64,986 | ||
Cost Capitalized Subsequent to Acquisition | 804 | ||
Gross amount carried, land | 12,634 | ||
Gross amount carried, buildings and improvements | 65,790 | ||
Gross amount carried, total | 78,424 | ||
Accumulated depreciation and amortization | $ (6,522) | ||
Cottonwood Ridgeview | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 100% | ||
Number of Units | realEstateUnit | 322 | ||
Encumbrances | $ (65,300) | ||
Initial cost to company, land | 9,275 | ||
Initial cost to company, building and improvements | 59,392 | ||
Cost Capitalized Subsequent to Acquisition | 303 | ||
Gross amount carried, land | 9,275 | ||
Gross amount carried, buildings and improvements | 59,695 | ||
Gross amount carried, total | 68,970 | ||
Accumulated depreciation and amortization | $ (1,607) | ||
Cottonwood West Palm | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 100% | ||
Number of Units | realEstateUnit | 245 | ||
Encumbrances | $ (47,978) | ||
Initial cost to company, land | 9,380 | ||
Initial cost to company, building and improvements | 57,073 | ||
Cost Capitalized Subsequent to Acquisition | 657 | ||
Gross amount carried, land | 9,380 | ||
Gross amount carried, buildings and improvements | 57,730 | ||
Gross amount carried, total | 67,110 | ||
Accumulated depreciation and amortization | $ (9,062) | ||
Cottonwood Westside | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 100% | ||
Number of Units | realEstateUnit | 197 | ||
Encumbrances | $ (25,020) | ||
Initial cost to company, land | 8,641 | ||
Initial cost to company, building and improvements | 39,324 | ||
Cost Capitalized Subsequent to Acquisition | 247 | ||
Gross amount carried, land | 8,641 | ||
Gross amount carried, buildings and improvements | 39,571 | ||
Gross amount carried, total | 48,212 | ||
Accumulated depreciation and amortization | $ (3,738) | ||
Enclave on Golden Triangle | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 98.90% | ||
Number of Units | realEstateUnit | 273 | ||
Encumbrances | $ (48,400) | ||
Initial cost to company, land | 4,888 | ||
Initial cost to company, building and improvements | 46,712 | ||
Cost Capitalized Subsequent to Acquisition | 559 | ||
Gross amount carried, land | 4,888 | ||
Gross amount carried, buildings and improvements | 47,271 | ||
Gross amount carried, total | 52,159 | ||
Accumulated depreciation and amortization | $ (4,090) | ||
Heights at Meridian | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 100% | ||
Number of Units | realEstateUnit | 339 | ||
Encumbrances | $ (45,341) | ||
Initial cost to company, land | 5,971 | ||
Initial cost to company, building and improvements | 74,022 | ||
Cost Capitalized Subsequent to Acquisition | 573 | ||
Gross amount carried, land | 5,971 | ||
Gross amount carried, buildings and improvements | 74,595 | ||
Gross amount carried, total | 80,566 | ||
Accumulated depreciation and amortization | $ (6,815) | ||
Melrose | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 100% | ||
Number of Units | realEstateUnit | 220 | ||
Encumbrances | $ (56,600) | ||
Initial cost to company, land | 8,822 | ||
Initial cost to company, building and improvements | 58,676 | ||
Cost Capitalized Subsequent to Acquisition | 226 | ||
Gross amount carried, land | 8,822 | ||
Gross amount carried, buildings and improvements | 58,902 | ||
Gross amount carried, total | 67,724 | ||
Accumulated depreciation and amortization | $ (6,097) | ||
Parc Westborough | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 100% | ||
Number of Units | realEstateUnit | 249 | ||
Encumbrances | $ (21,600) | ||
Initial cost to company, land | 12,759 | ||
Initial cost to company, building and improvements | 61,302 | ||
Cost Capitalized Subsequent to Acquisition | 405 | ||
Gross amount carried, land | 12,759 | ||
Gross amount carried, buildings and improvements | 61,707 | ||
Gross amount carried, total | 74,466 | ||
Accumulated depreciation and amortization | $ (6,302) | ||
Park Avenue | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 100% | ||
Number of Units | realEstateUnit | 234 | ||
Encumbrances | $ (37,000) | ||
Initial cost to company, land | 12,369 | ||
Initial cost to company, building and improvements | 29,931 | ||
Cost Capitalized Subsequent to Acquisition | 25,419 | ||
Gross amount carried, land | 12,369 | ||
Gross amount carried, buildings and improvements | 55,350 | ||
Gross amount carried, total | 67,719 | ||
Accumulated depreciation and amortization | $ (1,464) | ||
Pavilions | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 96.40% | ||
Number of Units | realEstateUnit | 240 | ||
Encumbrances | $ (58,500) | ||
Initial cost to company, land | 5,924 | ||
Initial cost to company, building and improvements | 55,177 | ||
Cost Capitalized Subsequent to Acquisition | 500 | ||
Gross amount carried, land | 5,924 | ||
Gross amount carried, buildings and improvements | 55,677 | ||
Gross amount carried, total | 61,601 | ||
Accumulated depreciation and amortization | $ (4,732) | ||
Raveneaux | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 97% | ||
Number of Units | realEstateUnit | 382 | ||
Encumbrances | $ (47,400) | ||
Initial cost to company, land | 6,249 | ||
Initial cost to company, building and improvements | 51,251 | ||
Cost Capitalized Subsequent to Acquisition | 594 | ||
Gross amount carried, land | 6,249 | ||
Gross amount carried, buildings and improvements | 51,845 | ||
Gross amount carried, total | 58,094 | ||
Accumulated depreciation and amortization | $ (4,842) | ||
Regatta | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 100% | ||
Number of Units | realEstateUnit | 490 | ||
Encumbrances | $ (35,367) | ||
Initial cost to company, land | 8,449 | ||
Initial cost to company, building and improvements | 39,651 | ||
Cost Capitalized Subsequent to Acquisition | 924 | ||
Gross amount carried, land | 8,449 | ||
Gross amount carried, buildings and improvements | 40,575 | ||
Gross amount carried, total | 49,024 | ||
Accumulated depreciation and amortization | $ (4,226) | ||
Retreat at Peachtree City | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 100% | ||
Number of Units | realEstateUnit | 312 | ||
Encumbrances | $ (48,719) | ||
Initial cost to company, land | 5,669 | ||
Initial cost to company, building and improvements | 66,888 | ||
Cost Capitalized Subsequent to Acquisition | 707 | ||
Gross amount carried, land | 5,669 | ||
Gross amount carried, buildings and improvements | 67,595 | ||
Gross amount carried, total | 73,264 | ||
Accumulated depreciation and amortization | $ (6,677) | ||
Scott Mountain | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 95.80% | ||
Number of Units | realEstateUnit | 262 | ||
Encumbrances | $ (48,373) | ||
Initial cost to company, land | 6,952 | ||
Initial cost to company, building and improvements | 63,758 | ||
Cost Capitalized Subsequent to Acquisition | 403 | ||
Gross amount carried, land | 6,952 | ||
Gross amount carried, buildings and improvements | 64,161 | ||
Gross amount carried, total | 71,113 | ||
Accumulated depreciation and amortization | $ (5,330) | ||
Stonebriar of Frisco | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 84.20% | ||
Number of Units | realEstateUnit | 306 | ||
Encumbrances | $ (53,600) | ||
Initial cost to company, land | 5,737 | ||
Initial cost to company, building and improvements | 53,463 | ||
Cost Capitalized Subsequent to Acquisition | 1,171 | ||
Gross amount carried, land | 5,737 | ||
Gross amount carried, buildings and improvements | 54,634 | ||
Gross amount carried, total | 60,371 | ||
Accumulated depreciation and amortization | $ (4,667) | ||
Sugarmont | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 99% | ||
Number of Units | realEstateUnit | 341 | ||
Encumbrances | $ (105,000) | ||
Initial cost to company, land | 17,838 | ||
Initial cost to company, building and improvements | 94,662 | ||
Cost Capitalized Subsequent to Acquisition | 27,304 | ||
Gross amount carried, land | 17,838 | ||
Gross amount carried, buildings and improvements | 121,966 | ||
Gross amount carried, total | 139,804 | ||
Accumulated depreciation and amortization | $ (5,193) | ||
Limited rights ownership percentage | 1% | ||
Summer Park | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 98.70% | ||
Number of Units | realEstateUnit | 358 | ||
Encumbrances | $ (44,620) | ||
Initial cost to company, land | 9,474 | ||
Initial cost to company, building and improvements | 66,200 | ||
Cost Capitalized Subsequent to Acquisition | 495 | ||
Gross amount carried, land | 9,474 | ||
Gross amount carried, buildings and improvements | 66,695 | ||
Gross amount carried, total | 76,169 | ||
Accumulated depreciation and amortization | $ (6,450) | ||
The Marq Highland Park | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 100% | ||
Number of Units | realEstateUnit | 239 | ||
Encumbrances | $ (34,005) | ||
Initial cost to company, land | 6,280 | ||
Initial cost to company, building and improvements | 59,424 | ||
Cost Capitalized Subsequent to Acquisition | 439 | ||
Gross amount carried, land | 6,280 | ||
Gross amount carried, buildings and improvements | 59,863 | ||
Gross amount carried, total | 66,143 | ||
Accumulated depreciation and amortization | $ (6,000) | ||
Cottonwood Broadway | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 100% | ||
Number of Units | realEstateUnit | 254 | ||
Encumbrances | $ (39,728) | ||
Initial cost to company, land | 11,042 | ||
Initial cost to company, building and improvements | 30,958 | ||
Cost Capitalized Subsequent to Acquisition | 33,519 | ||
Gross amount carried, land | 11,042 | ||
Gross amount carried, buildings and improvements | 64,477 | ||
Gross amount carried, total | 75,519 | ||
Accumulated depreciation and amortization | $ 0 | ||
Cottonwood Highland | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Ownership Percent | 36.90% | ||
Number of Units | realEstateUnit | 250 | ||
Encumbrances | $ (18,598) | ||
Initial cost to company, land | 7,405 | ||
Initial cost to company, building and improvements | 1,695 | ||
Cost Capitalized Subsequent to Acquisition | 36,235 | ||
Gross amount carried, land | 7,405 | ||
Gross amount carried, buildings and improvements | 37,930 | ||
Gross amount carried, total | 45,335 | ||
Accumulated depreciation and amortization | 0 | ||
Other Developments | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Initial cost to company, land | 46,889 | ||
Initial cost to company, building and improvements | 1,150 | ||
Cost Capitalized Subsequent to Acquisition | 2,652 | ||
Gross amount carried, land | 46,889 | ||
Gross amount carried, buildings and improvements | 3,802 | ||
Gross amount carried, total | 50,691 | ||
Accumulated depreciation and amortization | $ 0 |
Schedule III - Real Estate an_3
Schedule III - Real Estate and Accumulated Depreciation - Real Estate Investment and Accumulated Depreciation Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Real estate assets: | ||
Beginning balance | $ 1,476,518 | $ 170,796 |
Acquisitions | 284,138 | 1,295,086 |
Improvements and development costs | 56,221 | 80,775 |
Dispositions and deconsolidations | 0 | (70,139) |
Ending balance | 1,816,877 | 1,476,518 |
Accumulated depreciation and amortization: | ||
Beginning balance | (68,035) | (9,704) |
Depreciation and amortization | (51,235) | (61,243) |
Dispositions and deconsolidations | 0 | 2,912 |
Ending balance | $ (119,270) | $ (68,035) |