(State or Other Jurisdiction of Incorporation or of Organization) | (I.R.S. Employer Identification Number) | ||||
(Address of principal executive offices) | (Zip Code) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
None | None | None |
PART I FINANCIAL INFORMATION | ||||||||
Item 1. | ||||||||
Item 2. | ||||||||
Item 3. | ||||||||
Item 4. | ||||||||
PART II OTHER INFORMATION | ||||||||
Item 1. | ||||||||
Item 1A. | ||||||||
Item 2. | ||||||||
Item 3. | ||||||||
Item 4. | ||||||||
Item 5. | ||||||||
Item 6. | ||||||||
SIGNATURES |
HARTMAN SHORT TERM INCOME PROPERTIES XX, INC. AND SUBSIDIARIES | |||||||||||
CONSOLIDATED BALANCE SHEETS | |||||||||||
(in thousands, except share data) | |||||||||||
September 30, 2022 | December 31, 2021 | ||||||||||
ASSETS | (Unaudited) | ||||||||||
Real estate assets, at cost | $ | $ | |||||||||
Accumulated depreciation and amortization | ( | ( | |||||||||
Real estate assets, net | |||||||||||
Cash and cash equivalents | |||||||||||
Restricted cash | |||||||||||
Accrued rent and accounts receivable, net | |||||||||||
Note receivable - related party | |||||||||||
Deferred leasing commission costs, net | |||||||||||
Goodwill | |||||||||||
Prepaid expenses and other assets | |||||||||||
Real estate held for development | |||||||||||
Due from related parties, net | |||||||||||
Investment in affiliate | |||||||||||
Total assets | $ | $ | |||||||||
LIABILITIES AND EQUITY | |||||||||||
Liabilities: | |||||||||||
Notes payable, net | $ | $ | |||||||||
Notes payable - related party | |||||||||||
Accounts payable and accrued expenses | |||||||||||
Tenants' security deposits | |||||||||||
Total liabilities | |||||||||||
Stockholders' equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
Additional paid-in capital | |||||||||||
Accumulated distributions and net loss | ( | ( | |||||||||
Total stockholders' equity | |||||||||||
Noncontrolling interests in subsidiaries | |||||||||||
Total equity | |||||||||||
Total liabilities and equity | $ | $ |
HARTMAN SHORT TERM INCOME PROPERTIES XX, INC. AND SUBSIDIARIES | ||||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||
(Unaudited, in thousands, except per share data) | ||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||
Revenues | ||||||||||||||
Rental revenues | $ | $ | $ | $ | ||||||||||
Management and advisory income | ||||||||||||||
Total revenues | ||||||||||||||
Expenses (income) | ||||||||||||||
Property operating expenses | ||||||||||||||
Organization and offering costs | ||||||||||||||
Real estate taxes and insurance | ||||||||||||||
Depreciation and amortization | ||||||||||||||
Management and advisory expenses | ||||||||||||||
Debt issuance costs write off | ||||||||||||||
General and administrative | ||||||||||||||
Interest expense | ||||||||||||||
Interest and dividend income | ( | ( | ( | ( | ||||||||||
Total expenses, net | ||||||||||||||
Net loss | ( | ( | ( | ( | ||||||||||
Net (loss) income attributable to noncontrolling interests | ( | ( | ( | |||||||||||
Net loss attributable to common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
Net loss attributable to common stockholders per share | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
Weighted average number of common shares outstanding, basic and diluted |
HARTMAN SHORT TERM INCOME PROPERTIES XX, INC. AND SUBSIDIARIES | |||||||||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF EQUITY | |||||||||||||||||||||||||||||
(Unaudited, in thousands) | |||||||||||||||||||||||||||||
Preferred Stock | Common Stock | ||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Additional Paid-In Capital | Accumulated Distributions and Net Loss | Total Stockholders' Equity | Noncontrolling Interests in Subsidiaries | Total Equity | |||||||||||||||||||||
Balance at June 30, 2021 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||
Redemptions of common shares | — | — | ( | — | ( | — | ( | — | ( | ||||||||||||||||||||
Dividends and distributions (cash) | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||
Net loss | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||
Balance at September 30, 2021 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||
Preferred Stock | Common Stock | ||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Additional Paid-In Capital | Accumulated Distributions and Net Loss | Total Stockholders' Equity | Noncontrolling Interests in Subsidiaries | Total Equity | |||||||||||||||||||||
Balance at June 30, 2022 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||
Dividends and distributions (cash) | — | — | — | — | — | ( | ( | ||||||||||||||||||||||
Net loss | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||
Balance at September 30, 2022 | $ | $ | $ | $ | ( | $ | $ | $ |
HARTMAN SHORT TERM INCOME PROPERTIES XX, INC. AND SUBSIDIARIES | |||||||||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF EQUITY | |||||||||||||||||||||||||||||
(Unaudited, in thousands) | |||||||||||||||||||||||||||||
Preferred Stock | Common Stock | ||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Additional Paid-In Capital | Accumulated Distributions and Net Loss | Total Stockholders' Equity | Noncontrolling Interests in Subsidiaries | Total Equity | |||||||||||||||||||||
Balance, December 31, 2020 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||
Redemptions of common shares | — | — | ( | ( | — | ( | — | ( | |||||||||||||||||||||
Dividends and distributions (cash) | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||
Net loss | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||
Balance at September 30, 2021 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||
Preferred Stock | Common Stock | ||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Additional Paid-In Capital | Accumulated Distributions and Net Loss | Total Stockholders' Equity | Noncontrolling Interests in Subsidiaries | Total Equity | |||||||||||||||||||||
Balance, December 31, 2021 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||
Redemptions of common shares | — | — | ( | — | ( | — | ( | — | ( | ||||||||||||||||||||
Dividends and distributions (cash) | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||
Net (loss) income | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||
Balance at September 30, 2022 | $ | $ | $ | $ | ( | $ | $ | $ |
HARTMAN SHORT TERM INCOME PROPERTIES XX, INC. AND SUBSIDIARIES | ||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
(Unaudited, in thousands) | ||||||||
Nine Months Ended September 30, | ||||||||
2022 | 2021 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | ( | $ | ( | ||||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Stock based compensation | ||||||||
Depreciation and amortization | ||||||||
Deferred loan and lease commission costs amortization | ||||||||
Bad debt expense | ||||||||
Straight-line rent | ( | |||||||
Changes in operating assets and liabilities: | ||||||||
Accrued rent and accounts receivable | ( | ( | ||||||
Deferred leasing commissions | ( | ( | ||||||
Prepaid expenses and other assets | ( | ( | ||||||
Accounts payable and accrued expenses | ||||||||
Due to/from related parties | ( | ( | ||||||
Tenants' security deposits | ||||||||
Net cash provided by operating activities | ||||||||
Cash flows from investing activities: | ||||||||
Additions to real estate | ( | ( | ||||||
Net cash used in investing activities | ( | ( | ||||||
Cash flows from financing activities: | ||||||||
Distributions to common stockholders | ( | ( | ||||||
Distributions to non-controlling interests | ( | ( | ||||||
Repayments to affiliates | ( | |||||||
Borrowings from affiliate | ||||||||
Repayments under insurance premium finance note | ( | ( | ||||||
Borrowings under insurance premium finance note | ||||||||
Borrowings under term loan | ||||||||
Repayments under term loan notes | ( | ( | ||||||
Redemptions of common stock | ( | ( | ||||||
Payment of deferred loan costs | ( | ( | ||||||
Net cash provided by (used in) financing activities | ( | |||||||
Net change in cash and cash equivalents and restricted cash | ( | ( | ||||||
Cash and cash equivalents and restricted cash, beginning of period | ||||||||
Cash and cash equivalents and restricted cash, end of period | $ | $ | ||||||
Supplemental cash flow information: | ||||||||
Cash paid for interest | $ | $ | ||||||
Supplemental disclosure of non-cash activities: | ||||||||
Decrease in interest payable from Hartman XXI settlement | $ | $ | ||||||
Decrease in due from related parties from Hartman XXI settlement | $ | $ | ||||||
Decrease in borrowing from affiliate from Hartman XXI settlement | $ | $ | ||||||
Fee | Performance Obligation Satisfied | Timing of Payment | Description | ||||||||
Property Management | Over time | Due monthly | The Company provides property management services on a contractual basis for owners of and investors in office and retail properties. The Company is compensated for our services through a monthly management fee earned based on a percentage of effective gross revenue of the managed property. We are also often reimbursed for our administrative and payroll costs directly attributable to the properties under management. Revenue is recognized at the end of each month. | ||||||||
Property Leasing and Property Acquisition Services | Point in time (upon close of a transaction) | Upon completion | The Company provides strategic advice and execution for owners, investors, and occupiers of real estate in connection with the leasing of office and retail space. The Company is compensated for our services in the form of a commission and, in some instances may earn various forms of variable incentive consideration. Commission is paid upon the occurrence of certain contractual event. For leases, the Company typically satisfies its performance obligation at a point in time when control is transferred. Revenue is recognized in an amount equal to the fees charged by unaffiliated persons rendering comparable services. For acquisitions, our commission is typically paid at the closing date of sale, which represents transfer of control of services to the customer. | ||||||||
Asset Management | Over time | Due monthly | The Company earns asset management advisory fees on a recurring, monthly basis for certain properties. The Company is compensated on a monthly basis based on a fixed percentage of respective asset value. | ||||||||
Construction Management | Point in time (upon close of project) | Upon completion | Construction management services are performed on a contractual basis for owners of an investors in office and retail properties. The Company is compensated for its services upon completion of a project, when its performance obligation has been completed. |
September 30, 2022 | December 31, 2021 | |||||||
Land | $ | $ | ||||||
Buildings and improvements | ||||||||
In-place lease value intangible | ||||||||
Less: accumulated depreciation and amortization | ( | ( | ||||||
Total real estate assets | $ | $ |
September 30, 2022 | December 31, 2021 | |||||||
In-place lease value intangible | $ | $ | ||||||
In-place leases – accumulated amortization | ( | ( | ||||||
Acquired lease intangible assets, net | $ | $ |
September 30, 2022 | December 31, 2021 | |||||||
Tenant receivables | $ | $ | ||||||
Accrued rent | ||||||||
Allowance for uncollectible accounts | ( | ( | ||||||
Accrued rents and accounts receivable, net | $ | $ |
September 30, 2022 | December 31, 2021 | |||||||
Deferred leasing commissions costs | $ | $ | ||||||
Less: accumulated amortization | ( | ( | ||||||
Deferred leasing commission costs, net | $ | $ |
September 30, | Minimum Future Rents | ||||
2022 | $ | ||||
2023 | |||||
2024 | |||||
2025 | |||||
2026 | |||||
Thereafter | |||||
Total | $ |
Property/Facility | Payment | Maturity Date | Rate | September 30, 2022 | December 31, 2021 | |||||||||||||||
Richardson Heights (1) | P&I | July 1, 2041 | % | $ | $ | |||||||||||||||
Cooper Street (1) | P&I | July 1, 2041 | % | |||||||||||||||||
Bent Tree Green (1) | P&I | July 1, 2041 | % | |||||||||||||||||
Mitchelldale (1) | P&I | July 1, 2041 | % | |||||||||||||||||
Hartman SPE LLC (2) | IO | October 9, 2023 | % | |||||||||||||||||
Hartman XXI | IO | October 31, 2022 | % | |||||||||||||||||
Fort Worth - EWB | P&I | February 25, 2023 | % | |||||||||||||||||
$ | $ | |||||||||||||||||||
Less: unamortized deferred loan costs | ( | ( | ||||||||||||||||||
$ | $ |
September 30, 2022 | December 31, 2021 | |||||||
Deferred loan costs | $ | $ | ||||||
Less: deferred loan cost accumulated amortization | ( | ( | ||||||
Total cost, net of accumulated amortization | $ | $ |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||
Numerator: | ||||||||||||||
Net loss attributable to common stockholders (in thousands) | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
Denominator: | ||||||||||||||
Weighted average number of common shares outstanding, basic and diluted (in thousands) | ||||||||||||||
Basic and diluted loss per common share: | ||||||||||||||
Net loss attributable to common stockholders per share | $ | ( | $ | ( | $ | ( | $ | ( |
September 30, 2022 | December 31, 2021 | |||||||
Due to vREIT XXI | $ | ( | $ | |||||
Due from other related parties | ||||||||
Total due from related parties, net | $ | $ |
Quarter Paid | Distributions per Common Share | Total Distributions | ||||||
2022 | ||||||||
1st Quarter | $ | $ | ||||||
2nd Quarter | ||||||||
3rd Quarter | ||||||||
Total 2022 year to date | $ | $ | ||||||
2021 | ||||||||
4th Quarter | $ | $ | ||||||
3rd Quarter | ||||||||
2nd Quarter | ||||||||
1st Quarter | ||||||||
Total 2021 | $ | $ |
• | the fact that we have had a net loss for each annual period since our inception; | ||||
• | the imposition of federal taxes if we fail to qualify as a REIT in any taxable year or forego an opportunity to ensure REIT status; | ||||
• | the extent to which the ongoing COVID-19 pandemic impacts our financial condition, results of operations and cash flows depends on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic and its impact on the U.S. economy and potential changes in customer behavior that could adversely affect the use of and demand for office space; | ||||
• | the financial condition of our customers could deteriorate or further worsen, which could be further exacerbated by the COVID-19 pandemic; | ||||
• | our assumptions regarding potential losses related to customer financial difficulties due to the COVID-19 pandemic or otherwise could prove incorrect; | ||||
• | uncertainties related to the national economy, the real estate industry in general and in our specific markets; | ||||
• | changes in global, national, regional or local economic, demographic or capital market conditions, including volatility as a result of the current ongoing conflict between Russia and Ukraine and the rapidly evolving measures in response; | ||||
• | legislative or regulatory changes, including changes to laws governing REITS; | ||||
• | construction costs that may exceed estimates or construction delays; | ||||
• | increases in interest rates; | ||||
• | our ability to obtain financing on acceptable terms, satisfy our existing debt service obligations and negotiate maturity date extensions or other modifications to the terms of our existing financing arrangements to the extent necessary (see Note 2 - Summary of Significant Accounting Policies - Going Concern Evaluation, to the consolidated financial statements included in this Quarterly Report; | ||||
• | foreclosure or other actions initiated by lenders in response to defaults on loans secured by our assets; | ||||
• | availability of credit or significant disruption in the credit markets; | ||||
• | litigation risks, including without limitation the outcome of our appeal related to the pricing of electricity provided to certain of our properties during the severe winter weather experienced in Texas (see Part II- Item 1.Legal Proceedings and Note 14 - Commitments and Contingencies, to the consolidated financial statements included in this Quarterly Report); | ||||
• | risks inherent to the real estate business, including tenant defaults, potential liability related to environmental matters and the lack of liquidity of real estate investments; | ||||
• | inability to obtain new tenants upon the expiration of existing leases at our properties; |
• | inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws; | ||||
• | the potential need to fund tenant improvements or other capital expenditures out of operating cash flow; | ||||
• | our ability to generate sufficient cash flows to pay distributions to our stockholders; | ||||
• | our ability to retain our executive officers and other key personnel; and | ||||
• | changes to generally accepted accounting principles in the United States of America (GAAP). |
Property Name | Location | Gross Leasable Area SF | Percent Occupied | Annualized Base Rental Revenue (in thousand) | Average Base Rental Revenue per Occupied SF | Average Net Effective Annual Base Rent per Occupied SF | ||||||||||||||
Retail: | ||||||||||||||||||||
Promenade | Dallas | 176,585 | 75 | % | $ | 1,560 | $ | 11.81 | $ | 11.79 | ||||||||||
Prestonwood Park | Dallas | 105,783 | 84 | % | $ | 1,779 | $ | 19.96 | $ | 19.57 | ||||||||||
Richardson Heights | Dallas | 201,433 | 76 | % | $ | 2,696 | $ | 17.56 | $ | 17.56 | ||||||||||
Cooper Street | Dallas | 127,696 | 100 | % | $ | 1,625 | $ | 12.73 | $ | 12.75 | ||||||||||
One Mason SC | Houston | 75,183 | 91 | % | $ | 1,047 | $ | 15.24 | $ | 15.26 | ||||||||||
Chelsea Square SC | Houston | 70,275 | 66 | % | $ | 534 | $ | 11.49 | $ | 12.00 | ||||||||||
Mission Center SC | Houston | 112,971 | 90 | % | $ | 953 | $ | 9.38 | $ | 9.43 | ||||||||||
Garden Oaks SC | Houston | 106,858 | 99 | % | $ | 1,835 | $ | 17.30 | $ | 17.33 | ||||||||||
Harwin | Houston | 38,813 | 99 | % | $ | 384 | $ | 9.95 | $ | 9.52 | ||||||||||
Fondren | Houston | 93,196 | 92 | % | $ | 911 | $ | 10.66 | $ | 10.75 | ||||||||||
Northeast Square SC | Houston | 40,525 | 85 | % | $ | 469 | $ | 13.68 | $ | 13.52 | ||||||||||
Walzem Plaza SC | San Antonio | 182,713 | 72 | % | $ | 1,589 | $ | 12.00 | $ | 12.00 | ||||||||||
Total - Retail | 1,332,031 | 84 | % | $ | 15,382 | $ | 13.78 | $ | 13.77 | |||||||||||
Office: | ||||||||||||||||||||
North Central Plaza | Dallas | 198,374 | 69 | % | $ | 2,038 | $ | 14.95 | $ | 14.96 | ||||||||||
Gateway Tower | Dallas | 266,412 | 60 | % | $ | 2,103 | $ | 13.20 | $ | 13.32 | ||||||||||
Bent Tree Green | Dallas | 139,609 | 70 | % | $ | 2,024 | $ | 20.58 | $ | 20.47 | ||||||||||
Parkway Plaza I&II | Dallas | 136,506 | 79 | % | $ | 1,678 | $ | 15.55 | $ | 15.45 | ||||||||||
Hillcrest | Dallas | 203,688 | 81 | % | $ | 2,265 | $ | 13.69 | $ | 13.71 | ||||||||||
Skymark | Dallas | 115,700 | 88 | % | $ | 1,863 | $ | 18.23 | $ | 18.20 | ||||||||||
Corporate Park Place | Dallas | 113,429 | 80 | % | $ | 1,096 | $ | 12.01 | $ | 11.81 | ||||||||||
Westway One | Dallas | 165,982 | 72 | % | $ | 2,183 | $ | 18.34 | $ | 18.20 | ||||||||||
Three Forest Plaza | Dallas | 366,549 | 78 | % | $ | 5,070 | $ | 17.76 | $ | 17.60 | ||||||||||
Spring Valley | Dallas | 94,304 | 72 | % | $ | 905 | $ | 13.36 | $ | 13.50 | ||||||||||
Tower Pavilion | Houston | 87,589 | 88 | % | $ | 730 | $ | 9.44 | $ | 9.34 | ||||||||||
The Preserve | Houston | 218,689 | 91 | % | $ | 2,792 | $ | 13.99 | $ | 13.94 | ||||||||||
Westheimer Central | Houston | 182,506 | 82 | % | $ | 1,624 | $ | 10.90 | $ | 11.28 | ||||||||||
11811 N Freeway | Houston | 156,362 | 75 | % | $ | 1,719 | $ | 14.63 | $ | 14.65 | ||||||||||
Atrium I | Houston | 118,461 | 85 | % | $ | 1,417 | $ | 14.02 | $ | 14.21 | ||||||||||
Atrium II | Houston | 111,853 | 96 | % | $ | 1,212 | $ | 11.16 | $ | 11.48 | ||||||||||
3100 Timmons | Houston | 111,265 | 86 | % | $ | 1,576 | $ | 16.48 | $ | 16.52 | ||||||||||
Cornerstone | Houston | 71,008 | 65 | % | $ | 550 | $ | 11.84 | $ | 11.76 | ||||||||||
Northchase | Houston | 128,981 | 65 | % | $ | 1,057 | $ | 12.55 | $ | 12.67 | ||||||||||
616 FM 1960 | Houston | 142,194 | 63 | % | $ | 1,158 | $ | 12.90 | $ | 12.88 | ||||||||||
601 Sawyer | Houston | 88,258 | 90 | % | $ | 1,326 | $ | 16.70 | $ | 16.53 | ||||||||||
Gulf Plaza | Houston | 120,651 | 82 | % | $ | 1,966 | $ | 19.89 | $ | 20.29 | ||||||||||
Timbercreek Atrium | Houston | 51,035 | 79 | % | $ | 476 | $ | 11.85 | $ | 11.75 | ||||||||||
Copperfield | Houston | 42,621 | 99 | % | $ | 626 | $ | 14.76 | $ | 14.56 | ||||||||||
400 N. Belt | Houston | 230,872 | 41 | % | $ | 1,120 | $ | 11.89 | $ | 12.20 | ||||||||||
Ashford Crossing | Houston | 158,451 | 87 | % | $ | 2,070 | $ | 15.03 | $ | 15.14 | ||||||||||
Regency Square | Houston | 64,063 | 94 | % | $ | 572 | $ | 9.52 | $ | 9.51 | ||||||||||
Energy Plaza | San Antonio | 180,119 | 94 | % | $ | 3,523 | $ | 20.89 | $ | 20.86 | ||||||||||
One Technology Ctr | San Antonio | 196,348 | 89 | % | $ | 4,468 | $ | 25.46 | $ | 25.50 | ||||||||||
Total -office | 4,261,879 | 77 | % | 51,207 | 15.52 | 15.54 | ||||||||||||||
Industrial/Flex | ||||||||||||||||||||
Central Park | Dallas | 73,099 | 91 | % | $ | 573 | $ | 8.61 | $ | 9.83 | ||||||||||
Quitman | Houston | 736,957 | 88 | % | $ | 1,353 | $ | 2.08 | $ | 2.08 | ||||||||||
Mitchelldale | Houston | 377,752 | 95 | % | $ | 2,434 | $ | 6.79 | $ | 6.84 | ||||||||||
Total -Industrial/Flex | 1,187,808 | 91 | % | $ | 4,360 | $ | 4.06 | $ | 4.15 | |||||||||||
Grand Total | 6,781,718 | 81 | % | $ | 70,949 | $ | 12.92 | $ | 12.95 |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||
Net loss | $ | (5,804) | $ | (2,550) | $ | (10,365) | $ | (10,529) | ||||||
Depreciation and amortization of real estate assets | 6,856 | 6,918 | 19,908 | 20,033 | ||||||||||
Funds from operations (FFO) | 1,052 | 4,368 | 9,543 | 9,504 | ||||||||||
Organization and offering costs | 6 | 27 | 29 | 56 | ||||||||||
Modified funds from operations (MFFO) | $ | 1,058 | $ | 4,395 | $ | 9,572 | $ | 9,560 |
Period | Cash (1) | DRIP (2)(3) | Total | ||||||||
Year ended December 31, 2011 | $ | 255 | $ | 242 | $ | 497 | |||||
Year ended December 31, 2012 | 891 | 869 | 1,760 | ||||||||
Year ended December 31, 2013 | 1,681 | 1,594 | 3,275 | ||||||||
Year ended December 31, 2014 | 2,479 | 2,358 | 4,837 | ||||||||
Year ended December 31, 2015 | 3,475 | 3,718 | 7,193 | ||||||||
Year ended December 31, 2016 | 8,918 | 2,988 | 11,906 | ||||||||
Year ended December 31, 2017 | 12,650 | — | 12,650 | ||||||||
Year ended December 31, 2018 | 12,555 | — | 12,555 | ||||||||
Year ended December 31, 2019 | 12,811 | — | 12,811 | ||||||||
Year ended December 31, 2020 | 15,797 | — | 15,797 | ||||||||
Year ended December 31, 2021 | 13,668 | — | 13,668 | ||||||||
Quarter ended March 31, 2022 | 3,958 | — | 3,958 | ||||||||
Quarter ended June 30, 2022 | 4,500 | — | 4,500 | ||||||||
Quarter ended September 30, 2022 | — | — | — | ||||||||
Total | $ | 93,638 | $ | 11,769 | $ | 105,407 |
Exhibit | Description | |||||||
3.1 | ||||||||
3.2 | ||||||||
3.3 | ||||||||
3.4 | ||||||||
31.1* | ||||||||
31.2* | ||||||||
32.1* | ||||||||
32.2* | ||||||||
101.INS* | XBRL Instance Document | |||||||
101.SCH* | XBRL Taxonomy Extension Schema Document | |||||||
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |||||||
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Sep. 30, 2022 |
Dec. 31, 2021 |
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Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Convertible, non-voting shares authorized (in shares) | 200,000,000 | 200,000,000 |
Preferred stock, shares issued (in shares) | 1,000 | 1,000 |
Preferred stock, shares outstanding (in shares) | 1,000 | 1,000 |
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, shares issued (in shares) | 34,975,377 | 35,110,421 |
Common stock, shares outstanding (in shares) | 34,975,377 | 35,110,421 |
Organization and Business |
9 Months Ended |
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Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business Hartman Short Term Income Properties XX, Inc. (the “Company”), is a Maryland corporation formed on February 5, 2009. The Company elected to be treated as a real estate investment trust (“REIT”) beginning with the taxable year ending December 31, 2011. As used herein, the “Company,” “we,” “us,” or “our” refer to Hartman Short Term Income Properties XX, Inc. and its consolidated subsidiaries, including Hartman XX Limited Partnership (the "Operating Partnership"), except where context otherwise requires. On July 19, 2018, we entered into a limited liability company agreement with our affiliates Hartman Income REIT, Inc. (“HIREIT”), Hartman Short Term Income Properties XIX, Inc. (“Hartman XIX”) and Hartman vREIT XXI, Inc. (“vREIT XXI”) to form Hartman SPE, LLC ("SPE LLC" or the "SASB Loan Borrower"), a special purpose entity. On October 1, 2018, the SASB Loan Borrower, as borrower, and Goldman Sachs Mortgage Company entered into a term loan agreement pursuant to which the lender made a term loan to SPE LLC in the principal amount of $259,000,000. Contemporaneously therewith and together with our affiliates HIREIT, Hartman XIX and vREIT XXI, we contributed a total of 39 commercial real estate properties ("Properties") to SPE, LLC, subject to the then existing mortgage indebtedness encumbering the Properties, in exchange for membership interests in SPE LLC. Proceeds of the Loan were immediately used to extinguish the existing mortgage indebtedness encumbering the Properties. Substantially all of our business is conducted through our subsidiaries, the Operating Partnership and SPE LLC. Our wholly-owned subsidiary, Hartman XX REIT GP LLC, a Texas limited liability company, is the sole general partner of the Operating Partnership. Our wholly-owned subsidiary, Hartman SPE Management, LLC ("SPE Management") is the manager of SPE LLC. Our single member interests in our limited liability company subsidiaries are owned by the Operating Partnership or its wholly owned subsidiaries. On July 21, 2017, the Company and Hartman XIX, entered into an agreement and plan of merger (the “XIX Merger Agreement”). On July 21, 2017, as subsequently modified on May 8, 2018, the Company, the Operating Partnership, HIREIT and Hartman Income REIT Operating Partnership LP, the operating partnership of HIREIT, (“HIROP”), entered into an agreement and plan of merger (the “HIREIT Merger Agreement,” and together with the XIX Merger Agreement, the “Merger Agreements”). On May 14, 2020, the Merger Agreements were approved by the respective company shareholders. The effective date of the Mergers for financial reporting was July 1, 2020. Prior to July 1, 2020 and subject to certain restrictions and limitations, Hartman Advisors LLC ("Advisor") was responsible for managing our affairs on a day-to-day basis and for identifying and making acquisitions and investments on our behalf pursuant to an advisory agreement. Management of the Company’s properties and the Properties, is provided pursuant to property management agreements with Hartman Income REIT Management, Inc. (the "Property Manager"), formerly a wholly-owned subsidiary of HIREIT and effective July 1, 2020, our wholly owned subsidiary. Effective with the Mergers and the acquisition of the 70% interest of Advisor not acquired as part of the Mergers, we are a self-advised and self-managed REIT. As of September 30, 2022 and 2021, respectively, the Company owned 44 commercial properties comprising approximately 6.8 million square feet plus four pad sites and two land developments, all located in Texas. As of September 30, 2022 and 2021, the Company owned 15 properties located in Richardson, Arlington and Dallas, Texas, 26 properties located in Houston, Texas and three properties located in San Antonio, Texas. The Board of Directors (the "Board") of the Company established a share redemption program (the "Redemption Plan"), which permitted stockholders to sell their shares back to the Company, subject to certain significant conditions and limitations. On July 8, 2022, the Board voted to suspend the Redemption Plan to support the long-term fiscal health of the Company. The Company does not anticipate that there will be any market for its shares of common stock unless they are listed on a national securities exchange. In the event that Company shares of common stock are not listed or traded on an established securities exchange prior to the tenth anniversary of the completion or termination of the Company's initial public offering, which terminated on April 25, 2013, the Company's charter requires that the board of directors must seek the approval of the stockholders of a plan to liquidate assets, unless the board of directors has obtained the approval of the stockholders (1) to defer the liquidation of our assets or (2) of an alternate strategy. The independent directors of the Company’s board of directors have begun a strategic review process to identify, examine, and consider a range of strategic alternatives available to the Company with the objective of maximizing shareholder value. As a part of its strategic review, the independent directors engaged a third party to serve as a strategic advisor to the Board. On October 14, 2022, the Company’s board of directors formed a new Executive Committee whose duties include, among other items, the continuation of the review of strategic alternatives with the objective of maximizing shareholder value.
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Summary of Significant Accounting Policies |
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Sep. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements included in this report are unaudited; however, amounts presented in the consolidated balance sheet as of December 31, 2021 are derived from our audited consolidated financial statements as of that date. The unaudited consolidated financial statements as of September 30, 2022 have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission, including Form 10-Q and Regulation S-X, on a basis consistent with the annual audited consolidated financial statements. The consolidated financial statements presented herein reflect all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management, necessary to fairly present the financial position of the Company as of September 30, 2022, and the results of consolidated operations, consolidated statements of equity and consolidated statement of cash flows for the three and nine months ended September 30, 2022 and 2021. The results of the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022. The consolidated financial statements herein are condensed and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. These unaudited consolidated financial statements include the accounts of the Company and its subsidiaries, the Operating Partnership and its subsidiaries, and Hartman SPE, LLC. All significant intercompany balances and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents on the accompanying consolidated balance sheets include all cash and liquid investments with maturities of three months or less. Cash and cash equivalents as of September 30, 2022 and December 31, 2021 consisted of demand deposits at commercial banks. We maintain accounts which may from time to time exceed federally insured limits. We have not experienced any losses in these accounts and believe that the Company is not exposed to any significant credit risk and regularly monitors the financial stability of these financial institutions. As of September 30, 2022 and December 31, 2021 the Company had a bank overdraft of $4,902,000 and $2,710,000, respectively. Restricted Cash Restricted cash on the accompanying consolidated balance sheets consists of amounts escrowed for future real estate taxes, insurance, capital expenditures and debt service, as required by certain of our mortgage debt agreements. As of September 30, 2022 and December 31, 2021, the Company had a restricted cash balance of $17,949,000 and $18,972,000, respectively. Financial Instruments The accompanying consolidated balance sheets include the following financial instruments: cash and cash equivalents, restricted cash, accrued rent and accounts receivable, accounts payable and accrued expenses and balances due to/due from related parties, as well as related party notes receivable. The Company considers the carrying value, other than notes payable, net, to approximate the fair value of these financial instruments based on the short duration between origination of the instruments and their expected realization. Disclosure about the fair value of financial instruments is based on relevant information available as of September 30, 2022 and December 31, 2021. Revenue Recognition The Company's leases are accounted for as operating leases. Certain leases provide for tenant occupancy during periods for which no rent is due and/or for increases or decreases in the minimum lease payments over the terms of the leases. Revenue is recognized on a straight-line basis over the terms of the individual leases. Revenue recognition under a lease begins when the tenant takes possession of or controls the physical use of the leased space. When the Company acquires a property, the terms of existing leases are considered to commence as of the acquisition date for the purposes of this calculation. The Company's accrued rents are included in accrued rent and accounts receivable, net. The Company defers the recognition of contingent rental income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved. The Company’s revenue is primarily derived from leasing activities, which is specifically excluded from ASC 606, Revenue from Contracts with Customers ("ASC 606"). The Company’s rental revenue is also comprised of tenant reimbursements for real estate taxes, insurance, common area maintenance, and operating expenses. Reimbursements from real estate taxes and certain other expenses are also excluded from ASC 606 and accounted for under ASC 842 - Leases. The Company elected to utilize the practical expedient provided by Accounting Standards Update (“ASU”) 2018-11 related to the separation of lease and non-lease components and as a result, rental revenues related to leases are reported on one line in the presentation within the consolidated statements of operations. In addition to our rental income, the Company also earns fee revenues by providing certain management and advisory services to related parties. These fees are accounted for within the scope of ASC 606 and are recorded as management and advisory income on the consolidated statements of operations. These services primarily include asset management and advisory, operating and leasing of properties, and construction management. These services are currently provided under various combinations of advisory agreements, property management agreements, and other service agreements (the "Management Agreements"). The wide variety of duties within the Management Agreements makes determining the performance obligations within the contracts a matter of judgment. We have concluded that each of the separately disclosed fee types in the below table represents a separate performance obligation within the Management Agreements.
Due to the nature of the services being provided under our Management Agreements, each performance obligation has a variable component. Therefore, when we determine the transaction price for the contracts, we are required to constrain our estimate to an amount that is not probable of significant revenue reversal. For most of these fee types, such as acquisition fees and leasing commissions, compensation only occurs if a transaction takes place and the amount of compensation is dependent upon the terms of the transaction. For our property and asset management fees, due to the large number and broad range of possible consideration amounts, we calculate the amount earned at the end of each month. Real Estate Allocation of Purchase Price of Acquired Assets Upon the acquisition of real properties, it is the Company’s policy to allocate the purchase price of properties to acquired tangible assets, consisting of land and buildings, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, other value of in-place leases and leasehold improvements and value of tenant relationships, based in each case on their fair values. The Company utilizes internal valuation methods to determine the fair values of the tangible assets of an acquired property (which includes land and buildings). The fair values of above-market and below-market in-place lease values, including below-market renewal options for which renewal has been determined to be reasonably assured, are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (a) the contractual amounts to be paid pursuant to the in-place leases and (b) an estimate of fair market lease rates for the corresponding in-place leases and below-market renewal options, which is generally obtained from independent appraisals, measured over a period equal to the remaining non-cancelable term of the lease. The above-market and below-market lease and renewal option values are capitalized as intangible lease assets or liabilities and amortized as an adjustment to rental revenues over the remaining expected terms of the respective leases. The fair values of in-place leases include direct costs associated with obtaining a new tenant, opportunity costs associated with lost rentals which are avoided by acquiring an in-place lease, and tenant relationships. Direct costs associated with obtaining a new tenant include commissions, tenant improvements, and other direct costs and are estimated based on independent appraisals and management’s consideration of current market costs to execute a similar lease. These direct costs are included in intangible lease assets and are amortized to expense over the remaining terms of the respective leases. The value of opportunity costs is calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. Customer relationships are valued based on expected renewal of a lease or the likelihood of obtaining a particular tenant for other locations. These intangibles are included in real estate assets in the consolidated balance sheets and are being amortized to expense over the remaining term of the respective leases. The determination of the fair values of the assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, discount rates and other variables. The use of inappropriate estimates would result in an incorrect assessment of the purchase price allocations, which could impact the amount of the Company’s reported net income (loss). Real Estate Joint Ventures and Partnerships To determine the method of accounting for partially owned real estate joint ventures and partnerships, management determines whether an entity is a variable interest entity ("VIE") and, if so, determines which party is the primary beneficiary by analyzing whether we have both the power to direct the entity’s significant economic activities and the obligation to absorb potentially significant losses or receive potentially significant benefits. Significant judgments and assumptions inherent in this analysis include the design of the entity structure, the nature of the entity’s operations, future cash flow projections, the entity’s financing and capital structure, and contractual relationships and terms. We consolidate a VIE when we have determined that we are the primary beneficiary. Primary risks associated with our involvement with our VIEs include the potential funding of the entities’ debt obligations or making additional contributions to fund the entities’ operations or capital activities. Partially owned, non-variable interest real estate joint ventures and partnerships over which we have a controlling financial interest are consolidated in our consolidated financial statements. In determining if we have a controlling financial interest, we consider factors such as ownership interest, authority to make decisions, kick-out rights and substantive participating rights. Partially owned real estate joint ventures and partnerships where we do not have a controlling financial interest, but have the ability to exercise significant influence, are accounted for using the equity method. Management continually analyzes and assesses reconsideration events, including changes in the factors mentioned above, to determine if the consolidation or equity method treatment remains appropriate. Depreciation and amortization Depreciation is computed using the straight-line method over the estimated useful lives of 5 to 39 years for buildings and improvements. Tenant improvements are depreciated using the straight-line method over the lesser of the life of the improvement or the remaining term of the lease. In-place leases are amortized using the straight-line method over the weighted average years’ remaining calculated on terms of all of the leases in-place when acquired. Fair Value Measurement Fair value measures are classified into a three-tiered fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Directly or indirectly observable inputs, other than quoted prices in active markets. Level 3: Unobservable inputs in which there is little or no market data, which require a reporting entity to develop its own assumptions. Assets and liabilities measured at fair value are based on one or more of the following valuation techniques: Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Cost approach: Amount required to replace the service capacity of an asset (replacement cost). Income approach: Techniques used to convert future amounts to a single amount based on market expectations (including present-value, option-pricing, and excess-earnings models). The Company’s estimates of fair value were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts. The Company classifies assets and liabilities in the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. Recurring fair value measurements: For our disclosure of debt instrument fair value in Note 7, we use a discounted cash flow analysis based on borrowing rates currently available to the Company for loans with similar terms and maturities, discounting the future contractual interest and principal payments (categorized within Level 2 of the fair value hierarchy). Nonrecurring fair value measurements: Property Impairments The Company reviews its real estate assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of the assets, including accrued rental income, may not be recoverable through operations. Our estimated fair values are determined by utilizing cash flow models, market capitalization rates and market discount rates, or by obtaining third-party broker valuation estimates or appraisals (categorized within Level 3 of the fair value hierarchy). Impairment The Company determines whether an impairment in value may have occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the estimated residual value of the property, with the carrying cost of the property. If impairment is indicated, a loss will be recorded for the amount by which the carrying value of the property exceeds its fair value. During the nine months ended September 30, 2022 and 2021, the Company concluded there were no such events or changes in circumstances requiring review of the Company's real estate assets. Accrued Rent and Accounts Receivable, net Accrued rent and accounts receivable includes base rents, tenant reimbursements and receivables attributable to recording rents on a straight-line basis. An allowance for the uncollectible portion of accrued rent and accounts receivable is determined based upon customer credit-worthiness (including expected recovery of our claim with respect to any tenants in bankruptcy), historical bad debt levels, and current economic trends. Deferred Leasing Commission Costs Leasing commissions are amortized using the straight-line method over the term of the related lease agreements. Goodwill GAAP requires the Company to test goodwill for impairment at least annually or more frequently whenever events or circumstances occur indicating goodwill might be impaired. The Company applies a one-step quantitative test to determine if the estimated fair value is less than the carrying amount. If the carrying amount exceeds the estimated fair value, the Company will record a goodwill impairment equal to such excess, not to exceed the total amount of goodwill. No goodwill impairment has been recognized in the accompanying consolidated financial statements. Noncontrolling Interests Noncontrolling interests is the portion of equity in a subsidiary not attributable to a parent. The ownership interests not held by the parent are considered noncontrolling interests. Accordingly, the Company has reported noncontrolling interests in equity on the consolidated balance sheets but separate from the Company's equity. On the consolidated statements of operations, subsidiaries are reported at the consolidated amount, including both the amount attributable to the Company and noncontrolling interests. Stock-Based Compensation The Company follows Accounting Standards Codification ("ASC") 718 - Compensation - Stock Compensation, with regard to issuance of stock in payment of services. ASC 718 requires that compensation cost relating to share-based payment transactions be recognized in the consolidated financial statements. The compensation cost is measured based on the estimated grant date fair value, as of the grant date of the Company’s common stock, of the equity or liability instruments issued. Stock-based compensation expense is recorded over the vesting period and is included in general and administrative expense in the accompanying consolidated statements of operations. Income Taxes The Company has elected to be treated as a REIT under the Internal Revenue Code of 1986, as amended, beginning with its taxable year ended December 31, 2011. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Company’s annual REIT taxable income to stockholders (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax on income that it distributes as dividends to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its 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 the Company relief under certain statutory provisions. Such an event could materially and adversely affect the Company’s net income and net cash available for distribution to stockholders; however, the Company believes that it is organized and will continue to operate in such a manner as to qualify for treatment as a REIT. For the three months ended September 30, 2022 and 2021, the Company incurred net loss of $5,804,000 and $2,550,000, respectively. For the nine months ended September 30, 2022 and 2021, the Company incurred net loss of $10,365,000 and $10,529,000, respectively. The Company formed a taxable REIT subsidiary which may generate future taxable income which may offset by the net loss carry forward. The Company considers that any deferred tax benefit and corresponding deferred tax asset which may be recorded in light of the net loss carry forward would be properly offset by an equal valuation allowance. Accordingly, no deferred tax benefit or deferred tax asset has been recorded in the consolidated financial statements. The Company is required to recognize in its consolidated financial statements the financial effects of a tax position only if it is determined that it is more likely than not that the tax position will not be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Management has reviewed the Company’s tax positions and is of the opinion that material positions taken by the Company would more likely than not be sustained upon examination. Accordingly, the Company has not recognized a liability related to uncertain tax positions. Income (Loss) Per Share The computations of basic and diluted income (loss) per common share are based upon the weighted average number of common shares outstanding and potentially dilutive securities. The Company’s potentially dilutive securities include preferred shares that are convertible into the Company’s common stock. As of September 30, 2022 and 2021, there were no shares issuable in connection with these potentially dilutive securities. These potentially dilutive securities were excluded from the computations of diluted net loss per share for the three and nine months ended September 30, 2022 and 2021 because no shares were issuable. Concentration of Risk The geographic concentration of the Company’s real estate assets makes it susceptible to adverse economic developments in the State of Texas. Any adverse economic or real estate developments in these markets, such as business layoffs or downsizing, relocation of businesses, increased competition or any other changes, could adversely affect the Company’s operating results and its ability to make distributions to stockholders. Going Concern Evaluation Pursuant to ASC 205-40, “Presentation of Financial Statements – Going Concern,” management is required to evaluate the Company’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. The Hartman SPE, LLC loan agreement (the “SASB Loan”) had an initial maturity date of October 9, 2020. The SASB Loan provides for three successive one-year maturity date extensions. On October 9, 2022, SPE LLC executed the third and final maturity date extension agreement to extend the maturity to October 9, 2023. The October 9, 2023 SASB Loan maturity date is within one year of the issuance of these consolidated financial statements. Uncertainty as to the Company's ability to obtain financing to satisfy the existing SASB Loan obligation requires management to conclude, in accordance with guidance provided by ASU 2014-15, that there is a substantial doubt about the Company's ability to continue as a going concern within one year of the issuance date of these consolidated financial statements. Management believes that the SASB Loan Borrower will be able to obtain financing to replace the SASB Loan prior to the October 9, 2023 maturity date. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326):Measurement of Credit Losses on Financial Instruments. The updated guidance requires measurement and recognition of expected credit losses for financial assets, including trade and other receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This is different from the current guidance as this will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets. Generally, the pronouncement requires a modified retrospective method of adoption. This guidance is effective for fiscal years and interim periods within those years beginning after January 2023, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements when adopted. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional expedients for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The standard is effective for all entities as of March 12, 2020 through December 31, 2022. An entity can elect to apply the amendments as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to that date that the financial statements are available to be issued. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements when adopted. Reclassification An item in the operating activities section of the comparative consolidated statement of cash flows has been reclassified to conform to the presentation adopted in the current period. Straight-line rent totaling $976,000 has been reclassified from the change in accrued rent and accounts receivable line item to a separate line item as an adjustment to reconcile net loss to net cash provided by operating activities.
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Real Estate |
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Real Estate [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate | Real Estate The Company’s real estate assets consisted of the following, in thousands:
Depreciation expense for the three months ended September 30, 2022 and 2021 was $5,063,000 and $4,900,000, respectively. Depreciation expense for the nine months ended September 30, 2022 and 2021 was $14,519,000 and $13,911,000, respectively. Amortization expense of in-place lease value intangible was $1,793,000 and $2,018,000 for the three months ended September 30, 2022 and 2021, respectively. Amortization expense of in-place lease value intangible was $5,389,000 and $6,122,000 for the nine months ended September 30, 2022 and 2021, respectively. The Company identifies and records the value of acquired lease intangibles at the property acquisition date. Such intangibles include the value of acquired in-place leases and above and below-market leases. Acquired lease intangibles are amortized over the leases' remaining terms. With respect to all properties owned by the Company, we consider all of the in-place leases to be market rate leases. The amount of total in-place lease intangible asset and the respective accumulated amortization are as follows, in thousands: As of September 30, 2022 and 2021, respectively, the Company owned 44 commercial properties comprising approximately 6.8 million square feet plus four pad sites and two land developments, all located in Texas. As of September 30, 2022 and 2021, respectively, the Company owned 15 properties located in Richardson, Arlington and Dallas, Texas, 26 properties located in Houston, Texas and three properties located in San Antonio, Texas.Real Estate Held for DevelopmentThe Company’s investment in real estate assets held for development consists of (i) an approximately 17-acre land parcel located in Fort Worth, Texas, (ii) a 10-acre land development located in Grand Prairie, Texas, and which was previously held for disposition by Hartman XIX, and (iii) one pad site development acquired from HIREIT.
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Accrued Rent and Accounts Receivable, net |
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Receivables [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Rent And Accounts Receivable, net | Accrued Rent and Accounts Receivable, net Accrued rent and accounts receivable, net, consisted of the following, in thousands:
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Deferred Leasing Commission Costs, net |
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Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Deferred Leasing Commission Costs, net | Deferred Leasing Commission Costs, net Costs which have been deferred consist of the following, in thousands:
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Future Minimum Rents |
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Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Future Minimum Rents | Future Minimum Rents The Company leases the majority of its properties under noncancellable operating leases which provide for minimum base rentals. A summary of minimum future rentals to be received (exclusive of renewals, tenant reimbursements, and contingent rentals) under noncancellable operating leases in existence at September 30, 2022 is as follows, in thousands:
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Notes Payable |
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | Notes Payable The Operating Partnership is a party to four, cross-collateralized, term loan agreements with an insurance company. The term loans are secured by the Richardson Heights Property, the Cooper Street Property, the Bent Tree Green Property and the Mitchelldale Property. The loans require monthly payments of principal and interest due and payable on the first day of each month. Monthly payments are based on a 27-year loan amortization. Each of the loan agreements are subject to customary covenants, representations and warranties which must be maintained during the term of the loan agreements. Each of the loan agreements provides for a fixed interest rate of 4.61%. Each of the loan agreements are secured by a deed of trust, assignment of licenses, permits and contracts, assignment and subordination of the management agreements and assignment of rents. The terms of the security instruments provide for the cross collateralization/cross default of the each of the loans. The outstanding balance of the four loans was $39,699,000 and $40,724,000 as of September 30, 2022 and December 31, 2021, respectively. On October 1, 2018, the Company, through the SASB Loan Borrower, and Goldman Sachs Mortgage Company entered into the $259,000,000 SASB Loan agreement (the "SASB Loan"). The Company together with its affiliates HIREIT, Hartman XIX and vREIT XXI, contributed a total of 39 commercial real estate properties to the SASB Loan Borrower in exchange for membership interests in the SASB Loan Borrower. The term of the SASB Loan is comprised of an initial two-year term with three one-year extension options. Each extension option is subject to certain conditions precedent including (i) no default then outstanding, (ii) 30 days prior written notice, (iii) the properties must have a specified in-place net operating income debt yield and (iv) purchase of an interest rate cap as described below for the exercised option term or terms. The outstanding principal of the SASB loan bears interest at the one-month LIBOR rate plus 1.8%. The SASB Loan is subject to an interest rate cap arrangement which caps LIBOR at 3.75% during the initial term and any extensions of the SASB Loan. On October 9, 2022, the SASB Loan Borrower exercised the third and final one-year maturity date extension agreement to extend the maturity date to October 9, 2023. The SASB Loan contains various customary covenants, including but not limited to financial covenants, covenants requiring monthly deposits in respect of certain property costs, such as taxes, insurance, tenant improvements, and leasing commissions, covenants imposing restrictions on indebtedness and liens, and restrictions on investments and participation in other asset disposition, merger or business combination or dissolution transactions. The SASB Loan is secured by, among other things, mortgages on the Properties. The Company is the sole guarantor. On February 10, 2022, the Company executed a $2,645,000 promissory note with East West Bank, resulting in net proceeds of $2,528,000. The promissory note is secured by the Company's 17 acre development site located in Fort Worth, Texas and is payable in monthly installments of principal and interest until the maturity date of February 25, 2023. Refer to Note 11 (Related Party Transactions) and Note 16 (Subsequent Events) for information regarding the Company's unsecured promissory note with Hartman vREIT XXI, Inc. The following is a summary of the Company’s notes payable, in thousands:
(1) Each promissory note contains a call option wherein the holder of the promissory note may declare the outstanding balance due and payable on either July 1, 2024, July 1, 2029, July 1, 2034, or July 1, 2039. (2) On October 9, 2022, the Company executed the third and final one-year maturity date extension to October 9, 2023. The Company's loan costs are amortized using the straight-line method over the terms of the loans, which approximates the interest method. Costs which have been deferred consist of the following, in thousands:
Interest expense incurred for the three months ended September 30, 2022 and 2021 was $3,789,000 and $2,133,000, respectively, which includes amortization expense of deferred loan costs. Interest expense incurred for the nine months ended September 30, 2022 and 2021 was $8,527,000 and $6,296,000, respectively, which includes amortization expense of deferred loan costs. Interest expense of $596,000 and $315,000 was payable as of September 30, 2022 and December 31, 2021, respectively, and is included in accounts payable and accrued expenses in the accompanying consolidated balance sheets. Fair Value of Debt The fair value of the Company’s fixed rate notes payable, variable rate notes payable and secured revolving credit facilities aggregates to $308,358,000 and $310,271,000 as compared to book value of $317,210,000 and $305,736,000 as of September 30, 2022 and December 31, 2021, respectively. The fair value of our debt instruments is estimated on a Level 2 basis, as provided by ASC 820, using a discounted cash flow analysis based on the borrowing rates currently available to the Company for loans with similar terms and maturities, discounting the future contractual interest and principal payments. Disclosure about the fair value of notes payable is based on relevant information available as of September 30, 2022 and December 31, 2021.
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Income ( Loss) Per Share |
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Income (Loss ) Per Share | Income (Loss) Per Share Basic income (loss) per share is computed using net income (loss) attributable to common stockholders and the weighted average number of common shares outstanding. Diluted weighted average shares outstanding reflect common shares issuable from the assumed conversion of convertible preferred stock into common shares. Only those items that have a dilutive impact on basic earnings per share are included in the diluted earnings per share.
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Income Taxes |
9 Months Ended |
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Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Federal income taxes are not provided for because we qualify as a REIT under the provisions of the Internal Revenue Code and because we have distributed and intend to continue to distribute all of our taxable income to our stockholders. Our stockholders include their proportionate taxable income in their individual tax returns. As a REIT, we must distribute at least 90% of our real estate investment trust taxable income to our stockholders and meet certain income sources and investment restriction requirements. In addition, REITs are subject to a number of organizational and operational requirements. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate tax rates. The Company’s federal income tax returns for the years ended December 31, 2016, 2017, 2018, 2019, and 2020 have not been examined by the Internal Revenue Service. The Company’s federal income tax return for the year ended December 31, 2016 may be examined on or before September 15, 2022. The Company has formed a taxable REIT subsidiary which may generate future taxable income, which may be offset by the net loss carry forward. The Company considers that any deferred tax benefit and corresponding deferred tax asset which may be recorded in light of the net loss carry forward would be properly offset by an equal valuation allowance. Accordingly, no deferred tax benefit or deferred tax asset has been recorded in the accompanying consolidated financial statements. The Company is required to recognize in its consolidated financial statements the financial effects of a tax position only if it is determined that it is more likely than not that the tax position will not be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Management has reviewed the Company’s tax positions and is of the opinion that material positions taken by the Company would more likely than not be sustained upon examination. Accordingly, the Company has not recognized a liability related to uncertain tax positions. Taxable income (loss) differs from net income (loss) for financial reporting purposes principally due to differences in the timing of recognition of interest, real estate taxes, depreciation and amortization and rental revenue.
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Real Estate Held for Development |
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Real Estate Held for Development | Real Estate The Company’s real estate assets consisted of the following, in thousands:
Depreciation expense for the three months ended September 30, 2022 and 2021 was $5,063,000 and $4,900,000, respectively. Depreciation expense for the nine months ended September 30, 2022 and 2021 was $14,519,000 and $13,911,000, respectively. Amortization expense of in-place lease value intangible was $1,793,000 and $2,018,000 for the three months ended September 30, 2022 and 2021, respectively. Amortization expense of in-place lease value intangible was $5,389,000 and $6,122,000 for the nine months ended September 30, 2022 and 2021, respectively. The Company identifies and records the value of acquired lease intangibles at the property acquisition date. Such intangibles include the value of acquired in-place leases and above and below-market leases. Acquired lease intangibles are amortized over the leases' remaining terms. With respect to all properties owned by the Company, we consider all of the in-place leases to be market rate leases. The amount of total in-place lease intangible asset and the respective accumulated amortization are as follows, in thousands: As of September 30, 2022 and 2021, respectively, the Company owned 44 commercial properties comprising approximately 6.8 million square feet plus four pad sites and two land developments, all located in Texas. As of September 30, 2022 and 2021, respectively, the Company owned 15 properties located in Richardson, Arlington and Dallas, Texas, 26 properties located in Houston, Texas and three properties located in San Antonio, Texas.Real Estate Held for DevelopmentThe Company’s investment in real estate assets held for development consists of (i) an approximately 17-acre land parcel located in Fort Worth, Texas, (ii) a 10-acre land development located in Grand Prairie, Texas, and which was previously held for disposition by Hartman XIX, and (iii) one pad site development acquired from HIREIT.
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Related Party Transactions |
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Sep. 30, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions | Related Party Transactions Hartman Advisors LLC ("Advisor"), is a Texas limited liability company. Advisor is the sole member of Hartman vREIT XXI Advisor, LLC ("XXI Advisor"), which is the advisor for vREIT XXI. vREIT XXI pays acquisition fees and asset management fees to the XXI Advisor in connection with the acquisition of properties and management of the Company. vREIT XXI pays property management and leasing commissions to the Property Manager in connection with the management and leasing of vREIT XXI's properties. The table below shows the related party balances the Company owes to and is owed by, in thousands:
During the fourth quarter of 2019, the Company borrowed under an unsecured promissory note payable to vREIT XXI in the face amount of $10,000,000 with an interest rate of 10% annually. This unsecured promissory note had an outstanding balance of $10,000,000 and $6,012,000 as of September 30, 2022 and December 31, 2021, respectively. In addition to the balance due under this note, the Company received advances from vREIT XXI totaling $7,168,000 which were outstanding as of September 30, 2022 and which were not covered by the unsecured promissory note referred to herein. The total balance of $17,168,000 as of as of September 30, 2022 has been included in Notes Payable - related party on the accompanying balance sheets. The Company recognized interest expense on the affiliate balance in the amount of $439,000 and $262,000 for the three months ended September 30, 2022 and 2021, respectively. For the nine months ended September 30, 2022 and 2021, the Company recognized interest expense on the affiliate balance in the amount of $795,000 and $400,000, respectively which is included in interest expense in the accompanying consolidated statements of operations. Refer to Note 16 (Subsequent Events) regarding the lapsed maturity of the unsecured promissory note. In May 2016, the Company, through its taxable REIT subsidiary, Hartman TRS, Inc. (“TRS”), loaned $7,231,000 pursuant to a promissory note in the face amount of up to $8,820,000 to Hartman Retail II Holdings Company, Inc. (“Retail II Holdings”), an affiliate of the Company, in connection with the acquisition of a retail shopping center by Hartman Retail II DST, a Delaware statutory trust sponsored by the Property Manager. Pursuant to the terms of the promissory note, TRS received a two percent (2%) origination fee of amounts advanced under the promissory note, and interest at ten percent (10%) per annum on the outstanding principal balance. The outstanding principal balance of the promissory note will be repaid as investor funds are raised by Hartman Retail II DST. The maturity date of the promissory note, as amended, is December 31, 2022. This note receivable had an outstanding balance of $1,726,000 as of September 30, 2022 and December 31, 2021, respectively, which is included in notes receivable – related party in the accompanying consolidated balance sheets. For the three months ended September 30, 2022 and 2021, the Company recognized interest income on this affiliate note in the amounts of $44,000. For the nine months ended September 30, 2022 and 2021, the Company recognized interest income on this affiliate note in the amounts of $130,000. VIEs are defined as entities with a level of invested equity that is not sufficient to fund future operations on a stand-alone basis, or whose equity holders lack certain characteristics of a controlling financial interest. For identified VIEs, an assessment must be made to determine which party to the VIE, if any, has both the power to direct the activities of the VIE that most significantly impacts the performance of the VIE and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company is not deemed to be the primary beneficiary of Retail II Holdings, Retail III Holdings, or Ashford Bayou, each of which qualifies as a VIE. Accordingly, the assets and liabilities and revenues and expenses of Retail II Holdings, Retail III Holdings and Ashford Bayou have not been included in the accompanying consolidated financial statements. The Company is a covenant guarantor for the secured mortgage indebtedness of each of the VIEs in the total amount of $24,587,000 as of September 30, 2022. There have been no claims on the covenants and management does not expect any claims or financial obligations with respect to the covenant guarantees. On March 29, 2021, Hartman Income REIT Property Holdings, LLC, a wholly owned subsidiary of Hartman XX Operating Partnership, LP, was added, by means of a joinder agreement, to a master credit facility agreement where vREIT XXI is the guarantor. The Company’s Atrium II office property was added to the collateral security for the master credit facility agreement where the borrowing base of the facility increased by $1,625,000. vREIT XXI owns 1,198,228 shares of the Company's common stock and a 2.47% ownership interest in Hartman SPE, LLC. For the nine months ended September 30, 2022, the Company, the Advisor, and the Property Manager (collectively the "Settlement Parties") settled amounts owed to Hartman vREIT XXI with amounts owed by Hartman vREIT XXI to the Settlement Parties. The settlement resulted in the reduction of $795,000 of interest payable and reduction of $1,740,000 in principal of the unsecured promissory note from Hartman vREIT XXI in exchange for the reduction of $2,535,000 in unpaid advisory and management fees owed from Hartman vREIT XXI.
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Stockholders' Equity |
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Stockholders' Equity | Stockholders’ Equity Under the Company’s articles of incorporation, the Company has authority to issue 750,000,000 shares of common stock, $0.001 par value per share, and 200,000,000 shares of preferred stock, $0.001 par value per share. Common Stock Shares of common stock entitle the holders to one vote per share on all matters which stockholders are entitled to vote, to receive dividends and other distributions as authorized by the Company’s board of directors in accordance with the Maryland General Corporation Law and to all rights of a stockholder pursuant to the Maryland General Corporation Law. The common stock has no preferences or preemptive, conversion or exchange rights. Preferred Stock Under the Company’s articles of incorporation, the Company’s board of directors has the authority to issue one or more classes or series of preferred stock, and prior to the issuance of such stock, the board of directors has the power to classify or reclassify, in one or more series, any unissued shares and designate the preferences, rights, and privileges of such shares. As of September 30, 2022 and December 31, 2021, respectively, the Company has 1,000 shares of convertible preferred stock issued and outstanding. Common Stock Issuable Upon Conversion of Convertible Preferred Stock The convertible preferred stock issued to the Advisor will convert to shares of the Company’s common stock if (1) the Company has made total distributions on then outstanding shares of the Company’s common stock equal to the issue price of those shares plus a 6% cumulative, non-compounded, annual return on the issue price of those outstanding shares, (2) the Company lists its common stock for trading on a national securities exchange if the sum of prior distributions on then outstanding shares of the Company’s common stock plus the aggregate market value of the Company’s common stock (based on the 30-day average) closing meets the same 6% performance threshold, or (3) the Company’s advisory agreement with the Advisor expires without renewal or is terminated (other than because of a material breach by the Advisor), and at the time of such expiration or termination the Company is deemed to have met the foregoing 6% performance threshold based on the Company’s enterprise value and prior distributions and, at or subsequent to the expiration or termination, the stockholders actually realize such level of performance upon listing or through total distributions. In general, the convertible stock will convert into shares of common stock with a value equal to 15% of the excess of the Company’s enterprise value plus the aggregate value of distributions paid to date on then outstanding shares of common stock over the aggregate issue price of those outstanding shares plus a 6% cumulative, non-compounded, annual return on the issue price of those outstanding shares. With respect to conversion in connection with the termination of the advisory agreement, this calculation is made at the time of termination even though the actual conversion may occur later, or not at all. Stock-Based Compensation On July 26, 2022, the Board approved of cash payments totaling $400,000 in lieu of unissued shares due to non-employee directors under the non-employee director's compensation plan. The Incentive Plan that provides for the issuance of the restricted common stock awards to non-employee director has expired and requires stockholder approval for modification or reinstatement. All non-employee director compensation will be cash based until incentive stock is available. Distributions The following table reflects the total distributions the Company has paid in cash (in thousands, except per share amounts) and the amount paid per common share, in each indicated quarter:
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Incentive Award Plan |
9 Months Ended |
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Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Incentive Award Plan | Incentive Award PlanThe Company previously adopted an incentive plan, called the Omnibus Stock Incentive Plan, (the “Incentive Plan”) that provided for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, deferred stock awards, restricted stock awards, dividend equivalent rights and other stock-based awards within the meaning of Internal Revenue Code Section 422, or any combination of the foregoing. The Incentive Plan has expired pursuant to its terms and requires stockholder approval for modification or reinstatement. The Board approved the payment of accrued director's fees in cash, as stock compensation was not available. |
Commitments and Contingencies |
9 Months Ended |
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Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation During February 2021, the state of Texas experienced a severe winter storm, unofficially referred to as Winter Storm Uri, which resulted in power outages and electrical grid failures across the state. Wholesale prices for electricity increased significantly during this period. As a result, the Company experienced a substantial increase in electricity billings for a number of our properties during the month of and after the storm. On May 26, 2021, Summer Energy LLC (“Summer”) filed a lawsuit against Hartman Income REIT Management, Inc. (the “Property Manager”), a wholly owned subsidiary of the Company that manages our properties, in state court in Harris County, Texas. In this lawsuit, Summer seeks to collect approximately $8,400,000 from the Property Manager that Summer claims that the Property Manager owes Summer under one or more electricity sales agreements (“Agreements”) related to Winter Storm Uri. Of the approximately $8,400,000 claimed in the lawsuit, approximately $7,600,000 relates to wholly owned properties of the Company. Under the Agreements, Summer provided electricity to buildings managed by the Property Manager at indexed prices. On March 24, 2022, the court entered a judgment in favor of Summer against the Property Manager in the amount of $7,871,000 plus customary pre- and post-judgment interest and attorney's fees. The Property Manager continues to dispute the amount of liability to Summer and has appealed the judgment. The outcome of the appeal is subject to significant uncertainty and we cannot provide any assurance that the Property Manager will ultimately prevail. Even if the Property Manager is ultimately successful in its appeal, it may take considerable time to resolve the matter. The Company had recognized the share of the judgment amount applicable to wholly owned properties of the Company, approximately $6,731,000, within the Company's consolidated statement of operations for fiscal year 2021. The Company has also recognized $370,000 of pre-judgment interest and attorney fees. Many of the Company’s leases contain provisions that require tenants to pay their allocable share of operating expenses, including utilities. At this time, the Company is unable to reasonably estimate an amount expected to be recovered from our tenants. On April 25, 2022, the Property Manager filed its supersedeas surety bond totaling $2,197,000 in order to suspend enforcement the judgment for the duration of the Property Manager's appeal. The share of the supersedeas surety bond applicable to wholly owned properties of the Company totaled $2,001,000 and is recorded in prepaid expenses and other assets on the Company's consolidated balance sheets. Contingencies Events related to the COVID-19 pandemic and the actions taken to contain it have created substantial uncertainty for all businesses, including the Company. The Company’s consolidated financial statements as of and for the three and nine months ended September 30, 2022 have been prepared in light of these circumstances. Proposed merger with Hartman XXI The Company is continuing to evaluate the timing for a proposed merger with vREIT XXI. The Company believes that the achievable synergy resulting from the merger is compelling and intends to pursue the merger at the appropriate time. Charter provision regarding liquidity or liquidation The Company does not anticipate that there will be any market for its shares of common stock unless they are listed on a national securities exchange. In the event that Company shares of common stock are not listed or traded on an established securities exchange prior to the tenth anniversary of the completion or termination of the Company's initial public offering, which terminated on April 25, 2013, the Company's charter requires that the board of directors must seek the approval of the stockholders of a plan to liquidate assets, unless the board of directors has obtained the approval of the stockholders (1) to defer the liquidation of our assets or (2) of an alternate strategy. The independent directors of the Company’s board of directors have begun a strategic review process to identify, examine, and consider a range of strategic alternatives available to the Company with the objective of maximizing shareholder value. On October 14, 2022, the Company’s board of directors formed a new Executive Committee to continue the review of strategic alternatives with the objective of maximizing shareholder value.
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Defined Contribution Plan |
9 Months Ended |
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Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Defined Contribution PlanThe Company sponsors a defined contribution pension plan, the Hartman 401(k) Profit Sharing Plan, covering substantially all of its full-time employees who are at least 21 years of age. Participants may annually contribute up to 100% of pretax annual compensation and any applicable catch-up contributions, as defined in the plan and subject to deferral limitations as set forth in Section 401(k) of the Internal Revenue Code. Participants may also contribute amounts representing distributions from other qualified benefit or defined contribution plans. The Company may make discretionary matching contributions. For the three months ended September 30, 2022 and 2021, the Company matched $99,000 and $98,000, respectively. For the nine months ended September 30, 2022 and 2021, the Company matched $298,000 and $199,000, respectively. The Company had a stock match plan liability of $1,911,000 and $1,613,000 as of September 30, 2022 and December 31, 2021, respectively. |
Subsequent Events |
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Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On October 19, 2022, the SASB Loan Borrower received a notice from the loan servicer of the SASB Loan in connection with an event of default due to the noncompliance with the loan agreement's insurance requirements relating to a single property. The event of default was previously waived for the sole purpose of exercising the option to extend the SASB Loan term. The event of default triggers the cash management provisions under the SASB Loan agreement, however, cash management has not yet been implemented. Management is working to obtain coverage that is acceptable to the lender and cure the event of default. The Company's unsecured promissory note payable to Hartman vREIT XXI, Inc., which has a maturity date of October 31, 2022, remains unpaid and is currently in maturity default. Management intends to pursue a waiver of the maturity date. The loan parties are in negotiations to address the unsecured promissory note. It is uncertain when an agreement will be reached.
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Summary of Significant Accounting Policies (Policies) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements included in this report are unaudited; however, amounts presented in the consolidated balance sheet as of December 31, 2021 are derived from our audited consolidated financial statements as of that date. The unaudited consolidated financial statements as of September 30, 2022 have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission, including Form 10-Q and Regulation S-X, on a basis consistent with the annual audited consolidated financial statements. The consolidated financial statements presented herein reflect all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management, necessary to fairly present the financial position of the Company as of September 30, 2022, and the results of consolidated operations, consolidated statements of equity and consolidated statement of cash flows for the three and nine months ended September 30, 2022 and 2021. The results of the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022. The consolidated financial statements herein are condensed and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. These unaudited consolidated financial statements include the accounts of the Company and its subsidiaries, the Operating Partnership and its subsidiaries, and Hartman SPE, LLC. All significant intercompany balances and transactions have been eliminated.
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Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents on the accompanying consolidated balance sheets include all cash and liquid investments with maturities of three months or less. Cash and cash equivalents as of September 30, 2022 and December 31, 2021 consisted of demand deposits at commercial banks. We maintain accounts which may from time to time exceed federally insured limits. We have not experienced any losses in these accounts and believe that the Company is not exposed to any significant credit risk and regularly monitors the financial stability of these financial institutions. As of September 30, 2022 and December 31, 2021 the Company had a bank overdraft of $4,902,000 and $2,710,000, respectively.
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Restricted Cash | Restricted Cash Restricted cash on the accompanying consolidated balance sheets consists of amounts escrowed for future real estate taxes, insurance, capital expenditures and debt service, as required by certain of our mortgage debt agreements. As of September 30, 2022 and December 31, 2021, the Company had a restricted cash balance of $17,949,000 and $18,972,000, respectively.
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Financial Instruments | Financial InstrumentsThe accompanying consolidated balance sheets include the following financial instruments: cash and cash equivalents, restricted cash, accrued rent and accounts receivable, accounts payable and accrued expenses and balances due to/due from related parties, as well as related party notes receivable. The Company considers the carrying value, other than notes payable, net, to approximate the fair value of these financial instruments based on the short duration between origination of the instruments and their expected realization. Disclosure about the fair value of financial instruments is based on relevant information available as of September 30, 2022 and December 31, 2021. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue Recognition | Revenue Recognition The Company's leases are accounted for as operating leases. Certain leases provide for tenant occupancy during periods for which no rent is due and/or for increases or decreases in the minimum lease payments over the terms of the leases. Revenue is recognized on a straight-line basis over the terms of the individual leases. Revenue recognition under a lease begins when the tenant takes possession of or controls the physical use of the leased space. When the Company acquires a property, the terms of existing leases are considered to commence as of the acquisition date for the purposes of this calculation. The Company's accrued rents are included in accrued rent and accounts receivable, net. The Company defers the recognition of contingent rental income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved. The Company’s revenue is primarily derived from leasing activities, which is specifically excluded from ASC 606, Revenue from Contracts with Customers ("ASC 606"). The Company’s rental revenue is also comprised of tenant reimbursements for real estate taxes, insurance, common area maintenance, and operating expenses. Reimbursements from real estate taxes and certain other expenses are also excluded from ASC 606 and accounted for under ASC 842 - Leases. The Company elected to utilize the practical expedient provided by Accounting Standards Update (“ASU”) 2018-11 related to the separation of lease and non-lease components and as a result, rental revenues related to leases are reported on one line in the presentation within the consolidated statements of operations. In addition to our rental income, the Company also earns fee revenues by providing certain management and advisory services to related parties. These fees are accounted for within the scope of ASC 606 and are recorded as management and advisory income on the consolidated statements of operations. These services primarily include asset management and advisory, operating and leasing of properties, and construction management. These services are currently provided under various combinations of advisory agreements, property management agreements, and other service agreements (the "Management Agreements"). The wide variety of duties within the Management Agreements makes determining the performance obligations within the contracts a matter of judgment. We have concluded that each of the separately disclosed fee types in the below table represents a separate performance obligation within the Management Agreements.
Due to the nature of the services being provided under our Management Agreements, each performance obligation has a variable component. Therefore, when we determine the transaction price for the contracts, we are required to constrain our estimate to an amount that is not probable of significant revenue reversal. For most of these fee types, such as acquisition fees and leasing commissions, compensation only occurs if a transaction takes place and the amount of compensation is dependent upon the terms of the transaction. For our property and asset management fees, due to the large number and broad range of possible consideration amounts, we calculate the amount earned at the end of each month.
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Real Estate | Real Estate Allocation of Purchase Price of Acquired Assets Upon the acquisition of real properties, it is the Company’s policy to allocate the purchase price of properties to acquired tangible assets, consisting of land and buildings, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, other value of in-place leases and leasehold improvements and value of tenant relationships, based in each case on their fair values. The Company utilizes internal valuation methods to determine the fair values of the tangible assets of an acquired property (which includes land and buildings). The fair values of above-market and below-market in-place lease values, including below-market renewal options for which renewal has been determined to be reasonably assured, are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (a) the contractual amounts to be paid pursuant to the in-place leases and (b) an estimate of fair market lease rates for the corresponding in-place leases and below-market renewal options, which is generally obtained from independent appraisals, measured over a period equal to the remaining non-cancelable term of the lease. The above-market and below-market lease and renewal option values are capitalized as intangible lease assets or liabilities and amortized as an adjustment to rental revenues over the remaining expected terms of the respective leases. The fair values of in-place leases include direct costs associated with obtaining a new tenant, opportunity costs associated with lost rentals which are avoided by acquiring an in-place lease, and tenant relationships. Direct costs associated with obtaining a new tenant include commissions, tenant improvements, and other direct costs and are estimated based on independent appraisals and management’s consideration of current market costs to execute a similar lease. These direct costs are included in intangible lease assets and are amortized to expense over the remaining terms of the respective leases. The value of opportunity costs is calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. Customer relationships are valued based on expected renewal of a lease or the likelihood of obtaining a particular tenant for other locations. These intangibles are included in real estate assets in the consolidated balance sheets and are being amortized to expense over the remaining term of the respective leases. The determination of the fair values of the assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, discount rates and other variables. The use of inappropriate estimates would result in an incorrect assessment of the purchase price allocations, which could impact the amount of the Company’s reported net income (loss). Real Estate Joint Ventures and Partnerships To determine the method of accounting for partially owned real estate joint ventures and partnerships, management determines whether an entity is a variable interest entity ("VIE") and, if so, determines which party is the primary beneficiary by analyzing whether we have both the power to direct the entity’s significant economic activities and the obligation to absorb potentially significant losses or receive potentially significant benefits. Significant judgments and assumptions inherent in this analysis include the design of the entity structure, the nature of the entity’s operations, future cash flow projections, the entity’s financing and capital structure, and contractual relationships and terms. We consolidate a VIE when we have determined that we are the primary beneficiary. Primary risks associated with our involvement with our VIEs include the potential funding of the entities’ debt obligations or making additional contributions to fund the entities’ operations or capital activities. Partially owned, non-variable interest real estate joint ventures and partnerships over which we have a controlling financial interest are consolidated in our consolidated financial statements. In determining if we have a controlling financial interest, we consider factors such as ownership interest, authority to make decisions, kick-out rights and substantive participating rights. Partially owned real estate joint ventures and partnerships where we do not have a controlling financial interest, but have the ability to exercise significant influence, are accounted for using the equity method. Management continually analyzes and assesses reconsideration events, including changes in the factors mentioned above, to determine if the consolidation or equity method treatment remains appropriate. Depreciation and amortization Depreciation is computed using the straight-line method over the estimated useful lives of 5 to 39 years for buildings and improvements. Tenant improvements are depreciated using the straight-line method over the lesser of the life of the improvement or the remaining term of the lease. In-place leases are amortized using the straight-line method over the weighted average years’ remaining calculated on terms of all of the leases in-place when acquired.
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Fair Value Measurement | Fair Value Measurement Fair value measures are classified into a three-tiered fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Directly or indirectly observable inputs, other than quoted prices in active markets. Level 3: Unobservable inputs in which there is little or no market data, which require a reporting entity to develop its own assumptions. Assets and liabilities measured at fair value are based on one or more of the following valuation techniques: Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Cost approach: Amount required to replace the service capacity of an asset (replacement cost). Income approach: Techniques used to convert future amounts to a single amount based on market expectations (including present-value, option-pricing, and excess-earnings models). The Company’s estimates of fair value were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts. The Company classifies assets and liabilities in the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. Recurring fair value measurements: For our disclosure of debt instrument fair value in Note 7, we use a discounted cash flow analysis based on borrowing rates currently available to the Company for loans with similar terms and maturities, discounting the future contractual interest and principal payments (categorized within Level 2 of the fair value hierarchy). Nonrecurring fair value measurements: Property Impairments The Company reviews its real estate assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of the assets, including accrued rental income, may not be recoverable through operations. Our estimated fair values are determined by utilizing cash flow models, market capitalization rates and market discount rates, or by obtaining third-party broker valuation estimates or appraisals (categorized within Level 3 of the fair value hierarchy).
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Impairment | ImpairmentThe Company determines whether an impairment in value may have occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the estimated residual value of the property, with the carrying cost of the property. If impairment is indicated, a loss will be recorded for the amount by which the carrying value of the property exceeds its fair value. During the nine months ended September 30, 2022 and 2021, the Company concluded there were no such events or changes in circumstances requiring review of the Company's real estate assets. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Rent and Accounts Receivable, net | Accrued Rent and Accounts Receivable, net Accrued rent and accounts receivable includes base rents, tenant reimbursements and receivables attributable to recording rents on a straight-line basis. An allowance for the uncollectible portion of accrued rent and accounts receivable is determined based upon customer credit-worthiness (including expected recovery of our claim with respect to any tenants in bankruptcy), historical bad debt levels, and current economic trends.
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Deferred Leasing Commission Costs | Deferred Leasing Commission Costs Leasing commissions are amortized using the straight-line method over the term of the related lease agreements. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill | GoodwillGAAP requires the Company to test goodwill for impairment at least annually or more frequently whenever events or circumstances occur indicating goodwill might be impaired. The Company applies a one-step quantitative test to determine if the estimated fair value is less than the carrying amount. If the carrying amount exceeds the estimated fair value, the Company will record a goodwill impairment equal to such excess, not to exceed the total amount of goodwill. No goodwill impairment has been recognized in the accompanying consolidated financial statements. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Noncontrolling Interests | Noncontrolling InterestsNoncontrolling interests is the portion of equity in a subsidiary not attributable to a parent. The ownership interests not held by the parent are considered noncontrolling interests. Accordingly, the Company has reported noncontrolling interests in equity on the consolidated balance sheets but separate from the Company's equity. On the consolidated statements of operations, subsidiaries are reported at the consolidated amount, including both the amount attributable to the Company and noncontrolling interests. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | Stock-Based Compensation The Company follows Accounting Standards Codification ("ASC") 718 - Compensation - Stock Compensation, with regard to issuance of stock in payment of services. ASC 718 requires that compensation cost relating to share-based payment transactions be recognized in the consolidated financial statements. The compensation cost is measured based on the estimated grant date fair value, as of the grant date of the Company’s common stock, of the equity or liability instruments issued. Stock-based compensation expense is recorded over the vesting period and is included in general and administrative expense in the accompanying consolidated statements of operations.
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Income Taxes | Income Taxes The Company has elected to be treated as a REIT under the Internal Revenue Code of 1986, as amended, beginning with its taxable year ended December 31, 2011. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Company’s annual REIT taxable income to stockholders (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax on income that it distributes as dividends to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its 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 the Company relief under certain statutory provisions. Such an event could materially and adversely affect the Company’s net income and net cash available for distribution to stockholders; however, the Company believes that it is organized and will continue to operate in such a manner as to qualify for treatment as a REIT. For the three months ended September 30, 2022 and 2021, the Company incurred net loss of $5,804,000 and $2,550,000, respectively. For the nine months ended September 30, 2022 and 2021, the Company incurred net loss of $10,365,000 and $10,529,000, respectively. The Company formed a taxable REIT subsidiary which may generate future taxable income which may offset by the net loss carry forward. The Company considers that any deferred tax benefit and corresponding deferred tax asset which may be recorded in light of the net loss carry forward would be properly offset by an equal valuation allowance. Accordingly, no deferred tax benefit or deferred tax asset has been recorded in the consolidated financial statements. The Company is required to recognize in its consolidated financial statements the financial effects of a tax position only if it is determined that it is more likely than not that the tax position will not be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Management has reviewed the Company’s tax positions and is of the opinion that material positions taken by the Company would more likely than not be sustained upon examination. Accordingly, the Company has not recognized a liability related to uncertain tax positions.
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Income (loss) Per Share | Income (Loss) Per Share The computations of basic and diluted income (loss) per common share are based upon the weighted average number of common shares outstanding and potentially dilutive securities. The Company’s potentially dilutive securities include preferred shares that are convertible into the Company’s common stock. As of September 30, 2022 and 2021, there were no shares issuable in connection with these potentially dilutive securities. These potentially dilutive securities were excluded from the computations of diluted net loss per share for the three and nine months ended September 30, 2022 and 2021 because no shares were issuable.
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Concentration of Risk | Concentration of Risk The geographic concentration of the Company’s real estate assets makes it susceptible to adverse economic developments in the State of Texas. Any adverse economic or real estate developments in these markets, such as business layoffs or downsizing, relocation of businesses, increased competition or any other changes, could adversely affect the Company’s operating results and its ability to make distributions to stockholders.
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Going Concern Evaluation | Going Concern Evaluation Pursuant to ASC 205-40, “Presentation of Financial Statements – Going Concern,” management is required to evaluate the Company’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. The Hartman SPE, LLC loan agreement (the “SASB Loan”) had an initial maturity date of October 9, 2020. The SASB Loan provides for three successive one-year maturity date extensions. On October 9, 2022, SPE LLC executed the third and final maturity date extension agreement to extend the maturity to October 9, 2023. The October 9, 2023 SASB Loan maturity date is within one year of the issuance of these consolidated financial statements. Uncertainty as to the Company's ability to obtain financing to satisfy the existing SASB Loan obligation requires management to conclude, in accordance with guidance provided by ASU 2014-15, that there is a substantial doubt about the Company's ability to continue as a going concern within one year of the issuance date of these consolidated financial statements. Management believes that the SASB Loan Borrower will be able to obtain financing to replace the SASB Loan prior to the October 9, 2023 maturity date.
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Recently Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326):Measurement of Credit Losses on Financial Instruments. The updated guidance requires measurement and recognition of expected credit losses for financial assets, including trade and other receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This is different from the current guidance as this will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets. Generally, the pronouncement requires a modified retrospective method of adoption. This guidance is effective for fiscal years and interim periods within those years beginning after January 2023, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements when adopted. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional expedients for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The standard is effective for all entities as of March 12, 2020 through December 31, 2022. An entity can elect to apply the amendments as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to that date that the financial statements are available to be issued. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements when adopted.
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Reclassification | Reclassification An item in the operating activities section of the comparative consolidated statement of cash flows has been reclassified to conform to the presentation adopted in the current period. Straight-line rent totaling $976,000 has been reclassified from the change in accrued rent and accounts receivable line item to a separate line item as an adjustment to reconcile net loss to net cash provided by operating activities.
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Summary of Significant Accounting Policies (Tables) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue Recognition Schedule of Fee Types | We have concluded that each of the separately disclosed fee types in the below table represents a separate performance obligation within the Management Agreements.
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Real Estate (Tables) |
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Real Estate [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Real Estate Assets | The Company’s real estate assets consisted of the following, in thousands:
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Schedule of Total In-place Lease Intangible Assets and Accumulated Amortization | The amount of total in-place lease intangible asset and the respective accumulated amortization are as follows, in thousands:
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Accrued Rent and Accounts Receivable, net (Tables) |
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Receivables [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accrued Rent and Accounts Receivable | Accrued rent and accounts receivable, net, consisted of the following, in thousands:
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Deferred Leasing Commission Costs, net (Tables) |
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Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Deferred Leasing Commission Costs | Costs which have been deferred consist of the following, in thousands:
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Future Minimum Rents (Tables) |
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Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Minimum Future Lease Rentals To Be Received | A summary of minimum future rentals to be received (exclusive of renewals, tenant reimbursements, and contingent rentals) under noncancellable operating leases in existence at September 30, 2022 is as follows, in thousands:
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Notes Payable (Tables) |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mortgage Notes Payable | The following is a summary of the Company’s notes payable, in thousands:
(1) Each promissory note contains a call option wherein the holder of the promissory note may declare the outstanding balance due and payable on either July 1, 2024, July 1, 2029, July 1, 2034, or July 1, 2039. (2) On October 9, 2022, the Company executed the third and final one-year maturity date extension to October 9, 2023.
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Amortize Loan Cost | The Company's loan costs are amortized using the straight-line method over the terms of the loans, which approximates the interest method. Costs which have been deferred consist of the following, in thousands:
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Income ( Loss) Per Share (Tables) |
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Sep. 30, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Earnings Per Share | Diluted weighted average shares outstanding reflect common shares issuable from the assumed conversion of convertible preferred stock into common shares. Only those items that have a dilutive impact on basic earnings per share are included in the diluted earnings per share.
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Related Party Transactions (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Related Party Transactions | The table below shows the related party balances the Company owes to and is owed by, in thousands:
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Stockholders' Equity (Tables) |
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Sep. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Distributions | The following table reflects the total distributions the Company has paid in cash (in thousands, except per share amounts) and the amount paid per common share, in each indicated quarter:
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Summary of Significant Accounting Policies (Details) |
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Sep. 30, 2022
USD ($)
|
Sep. 30, 2021
USD ($)
|
Sep. 30, 2022
USD ($)
extension
shares
|
Sep. 30, 2021
USD ($)
shares
|
Dec. 31, 2021
USD ($)
|
|
Property, Plant and Equipment [Line Items] | |||||
Bank overdraft | $ 4,902,000 | $ 4,902,000 | $ 2,710,000 | ||
Restricted cash | 17,949,000 | 17,949,000 | $ 18,972,000 | ||
Goodwill impairment | 0 | $ 0 | |||
Net income (loss) | $ (5,804,000) | $ (2,550,000) | $ (10,365,000) | $ (10,529,000) | |
Antidilutive securities (in shares) | shares | 0 | 0 | |||
Straight-line rent | $ 776,000 | $ (976,000) | |||
Hartman SPE LLC Loan Agreement | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of extensions | extension | 3 | ||||
Extension term | 1 year | ||||
Building and Building Improvements | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life | 5 years | ||||
Building and Building Improvements | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life | 39 years |
Real Estate - Assets (Details) - USD ($) $ in Thousands |
Sep. 30, 2022 |
Dec. 31, 2021 |
---|---|---|
Real Estate [Abstract] | ||
Land | $ 146,056 | $ 146,056 |
Buildings and improvements | 385,568 | 372,868 |
In-place lease value intangible | 101,661 | 101,661 |
Total gross real estate assets | 633,285 | 620,585 |
Less: accumulated depreciation and amortization | (192,948) | (173,040) |
Real estate assets, net | $ 440,337 | $ 447,545 |
Real Estate - In-place Intangible Assets (Details) - USD ($) $ in Thousands |
Sep. 30, 2022 |
Dec. 31, 2021 |
---|---|---|
Real Estate [Abstract] | ||
In-place lease value intangible | $ 101,661 | $ 101,661 |
In-place leases – accumulated amortization | (92,997) | (87,608) |
Acquired lease intangible assets, net | $ 8,664 | $ 14,053 |
Accrued Rent and Accounts Receivable, net (Details) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Sep. 30, 2022 |
Sep. 30, 2021 |
Sep. 30, 2022 |
Sep. 30, 2021 |
Dec. 31, 2021 |
|
Receivables [Abstract] | |||||
Tenant receivables | $ 9,116 | $ 9,116 | $ 6,652 | ||
Accrued rent | 10,577 | 10,577 | 11,355 | ||
Allowance for uncollectible accounts | (6,446) | (6,446) | (4,769) | ||
Accrued rents and accounts receivable, net | 13,247 | 13,247 | $ 13,238 | ||
Bad debt expense | $ 924 | $ 806 | $ 1,685 | $ 1,115 |
Deferred Leasing Commission Costs, net (Details) - USD ($) $ in Thousands |
Sep. 30, 2022 |
Dec. 31, 2021 |
---|---|---|
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred leasing commissions costs | $ 21,134 | $ 20,347 |
Less: accumulated amortization | (11,020) | (9,860) |
Deferred leasing commission costs, net | $ 10,114 | $ 10,487 |
Future Minimum Rents (Details) $ in Thousands |
Sep. 30, 2022
USD ($)
|
---|---|
Leases [Abstract] | |
2022 | $ 66,991 |
2023 | 54,799 |
2024 | 40,244 |
2025 | 27,545 |
2026 | 20,172 |
Thereafter | 29,788 |
Total | $ 239,539 |
Notes Payable - Amortization of Loan Costs (Details) - USD ($) $ in Thousands |
Sep. 30, 2022 |
Dec. 31, 2021 |
---|---|---|
Debt Disclosure [Abstract] | ||
Deferred loan costs | $ 5,443 | $ 5,399 |
Less: deferred loan cost accumulated amortization | (4,130) | (3,440) |
Total cost, net of accumulated amortization | $ 1,313 | $ 1,959 |
Income (Loss ) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2022 |
Sep. 30, 2021 |
Sep. 30, 2022 |
Sep. 30, 2021 |
|
Numerator: | ||||
Net loss attributable to common stockholders, basic | $ (5,740) | $ (2,462) | $ (10,391) | $ (9,978) |
Net loss attributable to common stockholders, diluted | $ (5,740) | $ (2,462) | $ (10,391) | $ (9,978) |
Denominator: | ||||
Weighted average number of common shares outstanding, basic ( in shares ) | 34,976 | 35,134 | 35,005 | 35,188 |
Weighted average number of common shares outstanding, diluted (in shares) | 34,976 | 35,134 | 35,005 | 35,188 |
Basic and diluted loss per common share: | ||||
Net loss attributable to common stockholders, basic ( in USD per share) | $ (0.16) | $ (0.07) | $ (0.30) | $ (0.28) |
Net loss attributable to common stockholders , diluted ( in USD per share) | $ (0.16) | $ (0.07) | $ (0.30) | $ (0.28) |
Income Taxes (Details) - USD ($) |
9 Months Ended | ||
---|---|---|---|
Sep. 30, 2022 |
Sep. 30, 2021 |
Dec. 31, 2021 |
|
Income Tax Disclosure [Abstract] | |||
Deferred tax benefit | $ 0 | $ 0 | |
Deferred tax asset | $ 0 | $ 0 |
Real Estate Held for Development (Details) |
Sep. 30, 2022
a
padSite
|
Feb. 10, 2022
a
|
Oct. 01, 2018
property
|
---|---|---|---|
Real Estate [Line Items] | |||
Number of real estate properties | property | 39 | ||
HIREIT Acquisition | |||
Real Estate [Line Items] | |||
Number of real estate properties | padSite | 1 | ||
Fort Worth, Texas | |||
Real Estate [Line Items] | |||
Area of real estate (in acres) | 17 | 17 | |
Grand Prairie, Texas | |||
Real Estate [Line Items] | |||
Area of real estate (in acres) | 10 |
Related Party Transactions - Schedule of Related Party Transactions (Details) - Affiliated Entity - USD ($) $ in Thousands |
Sep. 30, 2022 |
Dec. 31, 2021 |
---|---|---|
Related Party Transaction [Line Items] | ||
Total due from related parties, net | $ 1,246 | $ 115 |
Due to vREIT XXI | ||
Related Party Transaction [Line Items] | ||
Total due from related parties, net | (11) | 0 |
Due from other related parties | ||
Related Party Transaction [Line Items] | ||
Total due from related parties, net | $ 1,257 | $ 115 |
Stockholders' Equity - Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2022 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Dec. 31, 2021 |
Sep. 30, 2021 |
Jun. 30, 2021 |
Mar. 31, 2021 |
Sep. 30, 2022 |
Dec. 31, 2021 |
|
Equity [Abstract] | |||||||||
Distributions per Common Share | $ 0 | $ 0.128 | $ 0.112 | $ 0.112 | $ 0.104 | $ 0.092 | $ 0.087 | $ 0.240 | $ 0.395 |
Total Distributions | $ 0 | $ 4,500 | $ 3,958 | $ 3,927 | $ 3,662 | $ 3,246 | $ 3,082 | $ 8,458 | $ 13,917 |
Commitments and Contingencies (Details) - USD ($) $ in Thousands |
9 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|
Apr. 25, 2022 |
Mar. 24, 2022 |
May 26, 2021 |
Sep. 30, 2022 |
Dec. 31, 2021 |
|
Loss Contingencies [Line Items] | |||||
Loss contingency, damages awarded in settlement | $ 7,871 | ||||
Loss related to litigation | $ 6,731 | ||||
Legal fees | $ 370 | ||||
Surety Bond | |||||
Loss Contingencies [Line Items] | |||||
Amount sought by plaintiff in litigation | $ 2,197 | ||||
Loss contingency, damages awarded in settlement | $ 2,001 | ||||
Pending Litigation | |||||
Loss Contingencies [Line Items] | |||||
Amount sought by plaintiff in litigation | $ 8,400 | ||||
Litigation amount sought related to wholly owned properties of the Company | $ 7,600 |
Defined Contribution Plan (Details) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Sep. 30, 2022 |
Sep. 30, 2021 |
Sep. 30, 2022 |
Sep. 30, 2021 |
Dec. 31, 2021 |
|
Retirement Benefits [Abstract] | |||||
Discretionary contribution amount | $ 99 | $ 98 | $ 298 | $ 199 | |
Stock matching contribution, liability | $ 1,911 | $ 1,911 | $ 1,613 |
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