EX1A-15 ADD EXHB

EX1A-15 ADD EXHB 11 d855478dex1a15addexhb.htm EX1A-15 ADD EXHB EX1A-15 ADD EXHB

Exhibit 15.1

PRIOR PERFORMANCE TABLES

The following prior performance tables provide information relating to the real estate investment programs sponsored by Cottonwood Residential, Inc., Cottonwood Residential O.P., LP and their affiliates, collectively referred to herein as the “prior real estate programs.” These programs were not prior programs of Cottonwood Multifamily REIT II, Inc. Cottonwood Residential, Inc. is a real estate investment trust that, through its affiliates and subsidiaries, provides real estate investment and management services. Cottonwood Capital Property Management II, Inc., an indirect subsidiary of Cottonwood Capital Management, Inc., and Cottonwood Residential, Inc., sponsored Cottonwood Multifamily REIT I, Inc. which is a real estate investment trust with investment objectives similar to us. The other prior programs consisted of tenant in common offerings which had investment objectives that targeted investors who were completing tax deferred exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended, and entities that were formed to accept the contribution of tenant in common interests in property in exchange for interests in such entity. Thus, while these prior programs acquired multifamily real estate, the investment objectives of such prior programs were not similar to those of Cottonwood Multifamily REIT II, Inc.

This information should be read together with the summary of information included in the “Prior Performance Summary” section of the offering circular.

INVESTORS SHOULD NOT CONSTRUE INCLUSION OF THE FOLLOWING TABLES AS IMPLYING, IN ANY MANNER, THAT WE WILL HAVE RESULTS COMPARABLE TO THOSE REFLECTED IN SUCH TABLES. DISTRIBUTABLE CASH FLOW, FEDERAL INCOME TAX DEDUCTIONS OR OTHER FACTORS COULD BE SUBSTANTIALLY DIFFERENT. INVESTORS SHOULD NOTE THAT, BY ACQUIRING OUR SHARES, THEY WILL NOT BE ACQUIRING ANY INTEREST IN ANY PRIOR PROGRAM.

Description of the Tables

All information contained in the Tables in this Exhibit 15.1 is as of December 31, 2017. The following tables are included herein:

Table I – Experience in Raising and Investing Funds

Table III – Annual Operating Results of Prior Real Estate Programs

Table IV – Operating Results of Prior Real Estate Programs Which Have Completed Operations

Table III includes information regarding the last five prior programs offered by Cottonwood Residential O.P., LP and its affiliates. Table IV includes information regarding the last five completed prior programs offered by Cottonwood Residential O.P., LP and its affiliates.

We have not included in this Exhibit 15.1Table II (Compensation to Sponsor) or Table V (Sale or Disposition of Properties by Prior Real Estate Programs) because the information contained in these tables is not applicable to the prior programs.

TABLE I

EXPERIENCE IN RAISING AND INVESTING FUNDS

(UNAUDITED)

Table I sets forth the experience in raising and investing funds of prior real estate programs whose offerings closed during the three years ending December 31, 2017. All figures are as of December 31, 2017.


	Cottonwood Multifamily REIT I, Inc.
Dollar amount offered	$	50,000,000
Dollar amount raised	$	50,000,000
Length of Offering		9 months
Months to invest 90% of amount of available for investment		<1 month

TABLE III

ANNUAL OPERATING RESULTS OF PRIOR PROGRAMS

(UNAUDITED)

Table III sets forth the annual operating results of prior real estate programs during the five years ending December 31, 2017. All figures are as of December 31, 2017 (amounts in dollars and thousands). All of the offerings for the prior real estate programs described in this Table III have closed.


Cottonwood Multifamily REIT I	2013		2014		2015		2016			2017
Summary Balance Sheet Data at December 31,
Total assets (before depreciation)		—		—		10		51,921			50,833
Total assets (after depreciation)		—		—		—		48,784			43,134
Liabilities		—		—		—		(24,444	)		(2,162	)

Summary Income Statement Data
Gross revenues		—		—		—		4,344			10,778
Operating expenses		—		—		—		(1,859	)		(4,737	)

Operating income		—		—		—		2,485			6,041
Interest expense		—		—		—		(2,106	)		(2,995	)
Non-operating, including depreciation and amortization		—		—		—		(3,584	)		(5,871	)

Net (loss)		—		—		—		(3,205	)		(2,825	)

Summary Cash Flows Data
Cash provided by operating activities		—		—		—		—			2,127
Cash from (used in) investing activities		—		—		—		(48,199	)		2,220
Cash from (used in) financing activities		—		—		10		50,570			(6,403	)

Net increase (decrease) in cash		—		—		—		2,371			(2,056	)

Amount and Source of Distributions
Distributions from operations		—		—		—		259			2,714
Distributions from financing		—		—		—		—			—
Distributions from sales		—		—		—		—			—
Distributions from offering proceeds		—		—		—		—			—

TABLE III

ANNUAL OPERATING RESULTS OF PRIOR PROGRAMS

(UNAUDITED)


Toscana at Valley Ridge	2013		2014		2015			2016			2017
Summary Balance Sheet Data at December 31,
Total assets (before depreciation)		—		—		31,114			31,631			31,418
Total assets (after depreciation)		—		—		30,636			30,059			28,723
Liabilities		—		—		(19,911	)		(19,929	)		(19,828	)

Summary Income Statement Data ⁽¹⁾
Gross revenues		—		—		1,250			3,079			3,432
Operating expenses		—		—		(630	)		(1,384	)		(1,436	)

Operating income		—		—		620			1,695			1,996
Interest expense		—		—		(358	)		(834	)		(831	)
Non-operating, including depreciation and amortization		—		—		(1,284	)		(1,224	)		(1,117	)

Net (loss)		—		—		(1,021	)		(363	)		48

Summary Cash Flows Data ⁽¹⁾
Cash provided by operating activities		—		—		690			1,805			1,196
Cash (used in) investing activities		—		—		(13	)		(634	)		601
Cash (used in) financing activities		—		—		(43	)		—			(102	)

Net increase in cash		—		—		635			1,171			1,695

Amount and Source of Distributions
Distributions from operations		—		—		—			200			1,252
Distributions from financing		—		—		—			—			—
Distributions from sales		—		—		—			—			—
Distributions from offering proceeds		—		—		—			—			—

⁽¹⁾	Operating results and cash flow data represent 100% of the property results from Cottonwood Residential O.P., LP’s initial acquisition date forward.

TABLE III

ANNUAL OPERATING RESULTS OF PRIOR PROGRAMS

(UNAUDITED)


Scott Mountain	2013			2014			2015			2016			2017
Summary Balance Sheet Data at December 31,
Total assets (before depreciation)		24,909			25,363			40,239			40,275			41,093
Total assets (after depreciation)		22,248			21,884			39,403			37,947			37,163
Liabilities		(15,949	)		(15,640	)		(23,837	)		(23,877	)		(34,606	)

Summary Income Statement Data ⁽¹⁾
Gross revenues		2,976			3,144			3,567			3,965			4,451
Operating expenses		(1,363	)		(1,433	)		(1,427	)		(1,441	)		(1,504	)

Operating income		1,612			1,711			2,140			2,525			2,947
Interest expense		(792	)		(791	)		(834	)		(869	)		(1,149	)
Non-operating, including depreciation and amortization		(819	)		(850	)		(2,474	)		(1,478	)		(1,569	)

Net income (loss)		1			70			(1,168	)		177			229

Summary Cash Flows Data ⁽¹⁾
Cash provided by operating activities		850			865			1,564			1,664			1,798
Cash (used in) investing activities		(437	)		(354	)		(393	)		(1,103	)		(540	)
Cash provided by (used in) financing activities		(247	)		(260	)		7,364			—			10,400

Net increase in cash		165			250			8,535			561			11,658

Amount and Source of Distributions
Distributions from operations		502			125			49			880			1,218
Distributions from financing		—			—			6,643			721			10,400
Distributions from sales		—			—			—			—			—
Distributions from offering proceeds		—			—			—			—			—

⁽¹⁾	Operating results and cash flow data represent 100% of the property results from Cottonwood Residential O.P., LP’s initial acquisition date forward.

TABLE III

ANNUAL OPERATING RESULTS OF PRIOR PROGRAMS

(UNAUDITED)


Courtney Oaks	2013		2014			2015			2016			2017
Summary Balance Sheet Data at December 31,
Total assets (before depreciation)		—		1,125			38,157			38,658			47,270
Total assets (after depreciation)		—		N/A			37,432			36,569			43,718
Liabilities		—		(238	)		(24,527	)		(24,597	)		(24,346	)

Summary Income Statement Data ⁽¹⁾
Gross revenues		—		567			3,451			3,718			3,992
Operating expenses		—		(205	)		(1,325	)		(1,326	)		(1,447	)

Operating income		—		362			2,126			2,392			2,545
Interest expense		—		(138	)		(538	)		(1,042	)		(1,039	)
Non-operating, including depreciation and amortization		—		(353	)		(2,812	)		(1,394	)		(1,498	)

Net (loss)		—		(129	)		(1,224	)		(44	)		8

Summary Cash Flows Data ⁽¹⁾
Cash provided by operating activities		—		418			1,604			1,382			1,507
Cash (used in) investing activities		—		(88	)		(408	)		(362	)		(609	)
Cash provided by (used in) financing activities		—		(57	)		7,391			—			—

Net increase (decrease) in cash		—		272			8,587			1,021			898

Amount and Source of Distributions
Distributions from operations		—		—			226			339			883
Distributions from financing		—		—			7,391			532			—
Distributions from sales		—		—			—			—			—
Distributions from offering proceeds		—		—			—			—			—

⁽¹⁾	Operating results and cash flow data represent 100% of the property results from Cottonwood Residential O.P., LP’s initial acquisition date forward.

TABLE III

ANNUAL OPERATING RESULTS OF PRIOR PROGRAMS

(UNAUDITED)


Summer Park	2013		2014			2015			2016			2017
Summary Balance Sheet Data at December 31,
Total assets (before depreciation)		—		40,592			41,683			41,240			41,958
Total assets (after depreciation)		—		40,226			40,322			38,828			38,438
Liabilities		—		(21,274	)		(22,965	)		(23,029	)		(23,068	)

Summary Income Statement Data
Gross revenues		—		1,505			4,313			4,599			5,123
Operating expenses		—		(586	)		(1,677	)		(1,825	)		(2,065	)

Operating income		—		919			2,636			2,774			3,057
Interest expense		—		(403	)		(1,091	)		(858	)		(858	)
Non-operating, including depreciation and amortization		—		(438	)		(1,641	)		(1,108	)		(1,171	)

Net income (loss)		—		78			(97	)		808			1,028

Summary Cash Flows Data
Cash provided by operating activities		—		418			1,565			1,977			2,051
Cash (used in) investing activities		—		(135	)		(193	)		(805	)		(288	)
Cash provided by (used in) financing activities		—		(164	)		1,726			—			—

Net increase in cash		—		119			3,098			1,173			1,763

Amount and Source of Distributions
Distributions from operations		—		403			588			1,258			1,449
Distributions from financing		—		—			1,384			342			—
Distributions from sales		—		—			—			—			—
Distributions from offering proceeds		—		—			—			—			—

TABLE III

ANNUAL OPERATING RESULTS OF PRIOR PROGRAMS

(UNAUDITED)


Arbors at Fairview	2013		2014		2015		2016			2017
Summary Balance Sheet Data at December 31,
Total assets (before depreciation)		—		—		—		17,449			17,351
Total assets (after depreciation)		—		—		—		17,372			16,660
Liabilities		—		—		—		(11,381	)		(11,612	)

Summary Income Statement Data
Gross revenues		—		—		—		304			2,381
Operating expenses		—		—		—		(146	)		(1,123	)

Operating income		—		—		—		158			1,259
Interest expense		—		—		—		(36	)		(395	)
Non-operating, including depreciation and amortization		—		—		—		(234	)		(1,115	)

Net income (loss)		—		—		—		(112	)		(252	)

Summary Cash Flows Data
Cash provided by operating activities		—		—		—		2			863
Cash (used in) investing activities		—		—		—		375			(276	)
Cash provided by (used in) financing activities		—		—		—		1,367			—

Net increase in cash		—		—		—		1,744			587

Amount and Source of Distributions
Distributions from operations		—		—		—		108			678
Distributions from financing		—		—		—		1,367			—
Distributions from sales		—		—		—		—			—
Distributions from offering proceeds		—		—		—		—			—

TABLE IV

OPERATING RESULTS OF COMPLETED PRIOR PROGRAMS

(UNAUDITED)

Table IV presents information regarding the operating results of the last five prior real estate programs that have completed operations (no longer hold properties) during the five years ended December 31, 2017. All amounts presented are as of December 31, 2017.


	Appling Lakes			Arbors at Windsor Lake			Gables Apartments			Sanctuary			West Town
Aggregate Dollar Amount Raised	$	7,033,422		$	6,807,000		$	7,635,000		$	18,025,760		$	5,685,000
Duration of Program (Months)		65			115			119			25			120
Date of Program Closing		10/17/2017			8/30/2017			11/29/2017			8/29/2017			6/5/2017
Total Compensation Paid to Sponsor (1)	$	1,596,242		$	1,535,391		$	1,556,118		$	2,864,591		$	1,726,758
Median Leverage		76	%		59	%		70	%		65	%		71	%
Annualized Return on Investment⁽²⁾		16.78	%		6.31	%		3.16	%		93.77	%		3.7	%

Start Date		5/17/2012			1/29/2008			12/31/2007			7/23/2015			5/31/2007
End Date		10/17/2017			8/30/2017			11/29/2017			8/29/2017			6/5/2017
Median Month		Jan-15			Nov-12			Dec-12			Aug-16			Jun-12

⁽¹⁾	Includes acquisition fees, property and asset management fees, disposition fees, financing fees, and other ancillary services. A portion of these fees are used to reimburse costs incurred by the Sponsor.

⁽²⁾	Annualized return on investment is the internal rate of return over the program period using the respective cash flows from invested capital, distributions received, and proceeds from sale.