SEC Comment Letter 0000000000-22-013248 to Cottonwood Communities, Inc. (CIK 0001692951)
Cottonwood Communities, Inc. (CIK 0001692951)
Date: Dec. 8, 2022 · CIK: 0001692951 · Accession: 0000000000-22-013248
AI Filing Summary & Sentiment
File numbers found in text: 000-56165
Letter
United States securities and exchange commission logo December 8, 2022 Adam Larson Chief Financial Officer Cottonwood Communities, Inc. 1245 E. Brickyard Road, Suite 250 Salt Lake City, UT 84106 Re:Cottonwood Communities, Inc. Form 10-K for the year ended December 31, 2021 Filed March 30, 2022 File No. 000-56165 Dear Adam Larson: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the year ended December 31, 2021 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Funds from Operations, page 48 1.You disclose that you use Core FFO as a measure of your operating performance and that it is useful to investors because it facilitates an understanding of your operating performance after adjusting for non-cash expenses and other items not indicative of ongoing operating performance. Please tell us how you determined how the exclusion of performance participation allocation is consistent with the uses that you disclose. Reference is made to Item 10(e) of Regulation S-K. Notes to Consolidated Financial Statements 10. Related-Party Transactions Performance Participation Allocation, page F-23
FirstName LastNameAdam Larson Comapany NameCottonwood Communities, Inc. December 8, 2022 Page 2 FirstName LastName Adam Larson Cottonwood Communities, Inc. December 8, 2022 Page 2 2.Please clarify for us the nature of the performance participation allocation. In addition, please tell us your basis in U.S. GAAP for recording this item as an expense. Within your response, please reference the authoritative accounting literature management relied upon. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551- 3295 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction
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United States securities and exchange commission logo
December 8, 2022
Adam Larson
Chief Financial Officer
Cottonwood Communities, Inc.
1245 E. Brickyard Road, Suite 250
Salt Lake City, UT 84106
Re:Cottonwood Communities, Inc.
Form 10-K for the year ended December 31, 2021
Filed March 30, 2022
File No. 000-56165
Dear Adam Larson:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2021
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Funds from Operations, page 48
1.You disclose that you use Core FFO as a measure of your operating performance and that
it is useful to investors because it facilitates an understanding of your operating
performance after adjusting for non-cash expenses and other items not indicative of
ongoing operating performance. Please tell us how you determined how the exclusion of
performance participation allocation is consistent with the uses that you disclose.
Reference is made to Item 10(e) of Regulation S-K.
Notes to Consolidated Financial Statements
10. Related-Party Transactions
Performance Participation Allocation, page F-23
FirstName LastNameAdam Larson
Comapany NameCottonwood Communities, Inc.
December 8, 2022 Page 2
FirstName LastName
Adam Larson
Cottonwood Communities, Inc.
December 8, 2022
Page 2
2.Please clarify for us the nature of the performance participation allocation. In addition,
please tell us your basis in U.S. GAAP for recording this item as an expense. Within your
response, please reference the authoritative accounting literature management relied upon.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-
3295 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction