Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 01, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 000-53912 | |
Entity Registrant Name | HARTMAN SHORT TERM INCOME PROPERTIES XX, INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 26-3455189 | |
Entity Address, Address Line One | 2909 Hillcroft | |
Entity Address, Address Line Two | Suite 420 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77057 | |
City Area Code | 713 | |
Local Phone Number | 467-2222 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Smaller Reporting Company | true | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 34,975,377 | |
Amendment Flag | false | |
Entity Central Index Key | 0001446687 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Real estate assets, at cost | $ 623,699 | $ 620,585 |
Accumulated depreciation and amortization | (179,557) | (173,040) |
Real estate assets, net | 444,142 | 447,545 |
Cash and cash equivalents | 81 | 285 |
Restricted cash | 10,338 | 18,972 |
Accrued rent and accounts receivable, net | 15,420 | 13,238 |
Note receivable - related party | 1,726 | 1,726 |
Deferred leasing commission costs, net | 10,443 | 10,487 |
Goodwill | 250 | 250 |
Prepaid expenses and other assets | 1,232 | 2,100 |
Real estate held for development | 10,403 | 10,403 |
Due from related parties, net | 528 | 115 |
Investment in affiliate | 201 | 201 |
Total assets | 494,764 | 505,322 |
Liabilities: | ||
Notes payable, net | 307,974 | 303,777 |
Accounts payable and accrued expenses | 28,856 | 38,471 |
Tenants' security deposits | 5,767 | 5,756 |
Total liabilities | 342,597 | 348,004 |
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 200,000,000 convertible, non-voting shares authorized, 1,000 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 0 | 0 |
Common stock, $0.001 par value, 750,000,000 authorized, 34,975,377 shares and 35,110,421 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 35 | 35 |
Additional paid-in capital | 296,156 | 297,335 |
Accumulated distributions and net loss | (166,298) | (162,355) |
Total stockholders' equity | 129,893 | 135,015 |
Noncontrolling interests in subsidiaries | 22,274 | 22,303 |
Total equity | 152,167 | 157,318 |
Total liabilities and equity | $ 494,764 | $ 505,322 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars 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 dollars 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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues | ||
Rental revenues | $ 23,166 | $ 23,210 |
Management and advisory income | 915 | 915 |
Total revenues | 24,081 | 24,125 |
Expenses (income) | ||
Property operating expenses | 5,524 | 12,720 |
Organization and offering costs | 9 | 4 |
Real estate taxes and insurance | 3,333 | 3,563 |
Depreciation and amortization | 6,517 | 6,661 |
Management and advisory expenses | 3,218 | 3,036 |
General and administrative | 3,223 | 3,132 |
Interest expense | 2,083 | 2,034 |
Interest and dividend income | (43) | (43) |
Total expenses, net | 23,864 | 31,107 |
Net income (loss) | 217 | (6,982) |
Net income (loss) attributable to noncontrolling interests | 202 | (364) |
Net income (loss) attributable to common stockholders | 15 | (6,618) |
Net income (loss) attributable to common stockholders | $ 15 | $ (6,618) |
Net income (loss) attributable to common stockholders per share (in dollars per share) | $ 0 | $ (0.19) |
Net income (loss) attributable to common stockholders per share (in dollars per share) | $ 0 | $ (0.19) |
Weighted average number of common shares outstanding, basic (in shares) | 35,065 | 35,318 |
Weighted average number of common shares outstanding, diluted (in shares) | 35,065 | 35,318 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Distributions and Net Loss | Total Stockholders' Equity | Noncontrolling Interests in Subsidiaries |
Beginning balance (in shares) at Dec. 31, 2020 | 1 | 35,318 | |||||
Beginning balance at Dec. 31, 2020 | $ 188,142 | $ 35 | $ 299,375 | $ (135,633) | $ 163,777 | $ 24,365 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Redemptions of common shares (in shares) | (2) | ||||||
Redemptions of common shares | (250) | (250) | (250) | ||||
Selling commissions | (2) | (2) | (2) | ||||
Dividends and distributions (cash) | (3,281) | (3,051) | (3,051) | (230) | |||
Net income (loss) | (6,982) | (6,618) | (6,618) | (364) | |||
Ending balance (in shares) at Mar. 31, 2021 | 1 | 35,316 | |||||
Ending balance at Mar. 31, 2021 | 177,627 | $ 35 | 299,123 | (145,302) | 153,856 | 23,771 | |
Beginning balance (in shares) at Dec. 31, 2021 | 1 | 35,111 | |||||
Beginning balance at Dec. 31, 2021 | 157,318 | $ 35 | 297,335 | (162,355) | 135,015 | 22,303 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Redemptions of common shares (in shares) | (135) | ||||||
Redemptions of common shares | (1,179) | (1,179) | (1,179) | ||||
Dividends and distributions (cash) | (4,189) | (3,958) | (3,958) | (231) | |||
Net income (loss) | 217 | 15 | 15 | 202 | |||
Ending balance (in shares) at Mar. 31, 2022 | 1 | 34,976 | |||||
Ending balance at Mar. 31, 2022 | $ 152,167 | $ 35 | $ 296,156 | $ (166,298) | $ 129,893 | $ 22,274 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 217 | $ (6,982) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Stock based compensation | 149 | 22 |
Depreciation and amortization | 6,517 | 6,661 |
Deferred loan and lease commission costs amortization | 608 | 716 |
Bad debt expense (recovery) | (302) | 126 |
Changes in operating assets and liabilities: | ||
Accrued rent and accounts receivable | (1,880) | (2,094) |
Deferred leasing commissions | (332) | 0 |
Prepaid expenses and other assets | 868 | 822 |
Accounts payable and accrued expenses | (9,764) | (738) |
Due to/from related parties | (413) | (267) |
Tenants' security deposits | 11 | 20 |
Net cash used in operating activities | (4,321) | (1,714) |
Cash flows from investing activities: | ||
Additions to real estate | (3,114) | (2,871) |
Net cash used in investing activities | (3,114) | (2,871) |
Cash flows from financing activities: | ||
Distributions to common stockholders | (3,958) | (3,082) |
Distributions to non-controlling interests | (231) | (230) |
Borrowing from affiliate | 1,675 | 0 |
Repayments under insurance premium finance note | 0 | (290) |
Borrowings under term loan | 2,645 | 0 |
Repayments under term loan notes | (337) | (213) |
Redemptions of common stock | (1,179) | (252) |
Payment of deferred loan costs | (18) | 0 |
Net cash used in financing activities | (1,403) | (4,067) |
Net change in cash and cash equivalents and restricted cash | (8,838) | (8,652) |
Cash and cash equivalents and restricted cash, beginning of period | 19,257 | 24,176 |
Cash and cash equivalents and restricted cash, end of period | 10,419 | 15,524 |
Supplemental cash flow information: | ||
Cash paid for interest | $ 1,846 | $ 1,578 |
Organization and Business
Organization and Business | 3 Months Ended |
Mar. 31, 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 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"), a special purpose entity. On October 1, 2018, SPE LLC, 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 March 31, 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 March 31, 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 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 March 31, 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 and the impact of the Company's restatement of its previously issued financial statements, as described below), which are, in the opinion of management, necessary to fairly present the financial position of the Company as of March 31, 2022, and the results of consolidated operations for the three months ended March 31, 2022 and 2021, consolidated statements of equity for the three months ended March 31, 2022 and 2021, and consolidated statements of cash flows for the three months ended March 31, 2022 and 2021. The results of the three months ended March 31, 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, as amended, 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 March 31, 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 March 31, 2022 and December 31, 2021 the Company had a bank overdraft of $1,824,000 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 March 31, 2022 and December 31, 2021, the Company had a restricted cash balance of $10,338,000 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. Based on borrowing rates currently available to the Company for loans with similar terms, the carrying value of its notes payable approximates fair value. Disclosure about the fair value of financial instruments is based on relevant information available as of March 31, 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 statement 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. 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 fixed fee. 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. 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 three months ended March 31, 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 March 31, 2022 and 2021, the Company incurred net income (loss) of $217,000 and ($6,982,000), 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 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 March 31, 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 income (loss) per share for the three months ended March 31, 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, 2021, SPE LLC executed a maturity date extension agreement to extend the maturity to October 9, 2022. The SASB Loan requires that SPE LLC have a debt yield, as defined, greater than or equal to 12.50%. The second SASB Loan extension was completed on the basis that the debt yield as of June 30, 2021 was 12.9%. Debt yield is calculated by dividing annual net operating income by debt. The third and final one-year SASB Loan extension is within one year of the issuance of these consolidated financial statements. Uncertainty as to the debt yield calculation as of June 30, 2022 and the Company's ability to exercise the next remaining SASB Loan extension option, require 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 solely on the basis of the uncertainty regarding the loan maturity extension of the SASB Loan. Management believes that SPE LLC will be able to extend the maturity date for the next one year period which will mitigate the maturity date issue. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instrument s — 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. |
Real Estate
Real Estate | 3 Months Ended |
Mar. 31, 2022 | |
Real Estate [Abstract] | |
Real Estate | Real Estate The Company’s real estate assets consisted of the following, in thousands: March 31, 2022 December 31, 2021 Land $ 146,056 $ 146,056 Buildings and improvements 375,982 372,868 In-place lease value intangible 101,661 101,661 623,699 620,585 Less: accumulated depreciation and amortization (179,557) (173,040) Total real estate assets $ 444,142 $ 447,545 Depreciation expense for the three months ended March 31, 2022 and 2021 was $4,714,000 and $4,610,000, respectively. Amortization expense of in-place lease value intangible was $1,803,000 and $2,051,000 for the three months ended March 31, 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: March 31, 2022 December 31, 2021 In-place lease value intangible $ 101,661 $ 101,661 In-place leases – accumulated amortization (89,411) (87,608) Acquired lease intangible assets, net $ 12,250 $ 14,053 |
Accrued Rent and Accounts Recei
Accrued Rent and Accounts Receivable, net | 3 Months Ended |
Mar. 31, 2022 | |
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: March 31, 2022 December 31, 2021 Tenant receivables $ 8,755 $ 6,652 Accrued rent 11,137 11,355 Allowance for uncollectible accounts (4,472) (4,769) Accrued rents and accounts receivable, net $ 15,420 $ 13,238 As of March 31, 2022 and December 31, 2021, the Company had an allowance for uncollectible accounts of $4,472,000 and $4,769,000, respectively. For the three months ended March 31, 2022 and 2021, the Company recorded bad debt expense (recovery) in the amount of $(302,000) and $126,000, respectively, related to tenant receivables that we have specifically identified as potentially uncollectible based on our assessment of each tenant’s credit-worthiness. Bad debt expense and any related recoveries are included in property operating expenses in the accompanying consolidated statements of operations. |
Deferred Leasing Commission Cos
Deferred Leasing Commission Costs, net | 3 Months Ended |
Mar. 31, 2022 | |
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: March 31, 2022 December 31, 2021 Deferred leasing commissions costs $ 20,680 $ 20,347 Less: accumulated amortization (10,237) (9,860) Deferred leasing commission costs, net $ 10,443 $ 10,487 |
Future Minimum Rents
Future Minimum Rents | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 is as follows, in thousands: March 31, Minimum Future Rents 2022 $ 65,421 2023 53,567 2024 40,014 2025 26,575 2026 19,121 Thereafter 28,634 Total $ 233,332 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
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 $40,387,000 and $40,724,000 as of March 31, 2022 and December 31, 2021, respectively. On October 1, 2018, the Company, through SPE LLC and Goldman Sachs Mortgage Company entered into the $259,000,000 SASB Loan agreement. The Company together with its affiliates HIREIT, Hartman XIX and vREIT XXI, contributed a total of 39 commercial real estate properties to Hartman SPE, LLC in exchange for membership interests in SPE LLC. The term of the SASB loan is five years, comprised of an initial two-year term with three one-year extension options. Each extension option shall be 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, 2021, the Company executed a one-year maturity date extension agreement to extend the maturity date to October 9, 2022. One option remains to extend for one additional one-year term. Notice to exercise the final one-year maturity extension option is due not less than 30 days nor more than 60 days from the current maturity date. Exercise of each extension option is subject to certain compliance and non-default requirements and a minimum debt yield of 12.5%. 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 has a maturity date of February 25, 2023. Payable in monthly installments of principal and interest until the maturity date. The following is a summary of the Company’s notes payable, in thousands: Property/Facility Payment Maturity Date Rate March 31, 2022 December 31, 2021 Richardson Heights (1) P&I July 1, 2041 4.61 % $ 16,002 $ 16,144 Cooper Street (1) P&I July 1, 2041 4.61 % 6,939 6,995 Bent Tree Green (1) P&I July 1, 2041 4.61 % 6,939 6,995 Mitchelldale (1) P&I July 1, 2041 4.61 % 10,507 10,590 Hartman SPE LLC (2) IO October 9, 2022 2.00 % 259,000 259,000 Hartman XXI IO October 31, 2022 10.00 % 7,688 6,012 Fort Worth - EWB P&I February 25, 2023 4.25 % 2,645 — $ 309,720 $ 305,736 Less: unamortized deferred loan costs (1,745) (1,959) $ 307,975 $ 303,777 (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, 2021, the Company signed a maturity date extension agreement to extend the maturity date for one additional year to October 9, 2022. Options remain to extend for one additional one-year term. Notice to exercise the next one-year maturity extension option is due not less than 30 days nor more than 60 days from the current maturity date. Exercise of each extension option is subject to certain compliance and non-default requirements and a minimum debt yield of 12.5%. 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: March 31, 2022 December 31, 2021 Deferred loan costs $ 5,418 $ 5,399 Less: deferred loan cost accumulated amortization (3,673) (3,440) Total cost, net of accumulated amortization $ 1,745 $ 1,959 Interest expense incurred for the three months ended March 31, 2022 and 2021 was $2,082,000 and $2,034,000, respectively, which includes amortization expense of deferred loan costs. Interest expense of $311,000 and $315,000 was payable as of March 31, 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 $312,130,000 and $310,271,000 as compared to book value of $309,720,000 and $305,736,000 as of March 31, 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 March 31, 2022 and December 31, 2021. |
Income Per Share
Income Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Income Per Share | Income 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. Three Months Ended March 31, 2022 2021 Numerator: Net income (loss) attributable to common stockholders (in thousands) $ 15 $ (6,618) Denominator: Weighted average number of common shares outstanding, basic and diluted (in thousands) 35,065 35,318 Basic and diluted income (loss) per common share: Net income (loss) attributable to common stockholders per share $ — $ (0.19) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 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. |
Real Estate Held for Developmen
Real Estate Held for Development | 3 Months Ended |
Mar. 31, 2022 | |
Real Estate [Abstract] | |
Real Estate Held for Development | Real Estate The Company’s real estate assets consisted of the following, in thousands: March 31, 2022 December 31, 2021 Land $ 146,056 $ 146,056 Buildings and improvements 375,982 372,868 In-place lease value intangible 101,661 101,661 623,699 620,585 Less: accumulated depreciation and amortization (179,557) (173,040) Total real estate assets $ 444,142 $ 447,545 Depreciation expense for the three months ended March 31, 2022 and 2021 was $4,714,000 and $4,610,000, respectively. Amortization expense of in-place lease value intangible was $1,803,000 and $2,051,000 for the three months ended March 31, 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: March 31, 2022 December 31, 2021 In-place lease value intangible $ 101,661 $ 101,661 In-place leases – accumulated amortization (89,411) (87,608) Acquired lease intangible assets, net $ 12,250 $ 14,053 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 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 Hartman vREIT XXI, Inc. Hartman vREIT XXI, Inc. ("vREIT XXI") pays acquisition fees and asset management fees to the 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: March 31, 2022 December 31, 2021 Due to vREIT XXI (11) — Due from other related parties 539 115 Total due from related parties $ 528 $ 115 During the fourth quarter of 2019, the Company borrowed under an unsecured promissory note payable to Hartman vREIT XXI, Inc., an affiliate of the Advisor and the Property Manager, in the face amount of $10,000,000. This note payable had an outstanding balance of $7,688,000 and $6,012,000 as of March 31, 2022 and December 31, 2021, respectively, which is included in notes payable, net, in the accompanying consolidated balance sheets. Interest has been accrued on the loan amount at an annual rate of 10%. The Company recognized interest expense on the affiliate note in the amount of $131,000 and $69,000 for the three months ended March 31, 2022 and 2021, respectively, which is included in interest expense in the accompanying consolidated statements of operations. 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 Advisor and the Property Manager, 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 March 31, 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 March 31, 2022 and 2021, the Company recognized interest income on this affiliate note in the amounts of $43,000 and $43,000, respectively. 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 $24,693,000 as of March 31, 2022. 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 Hartman vREIT XXI, Inc. 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. Hartman vREIT XXI owns 1,198,228 shares of the Company's common stock and a 2.47% ownership interest in Hartman SPE, LLC. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
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 March 31, 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 The Company awards shares of restricted common stock to non-employee directors as compensation in part for their service as members of the board of directors of the Company. These shares are fully vested when granted. These shares may not be sold while an independent director is serving on the board of directors. For the three months ended March 31, 2022 and 2021, respectively, the Company granted, but not yet issued, 4,472 and 1,954 shares of restricted common stock to independent directors as compensation for services and recognized $50,000 and $22,000 as stock-based compensation expense for each period. Share based compensation expense is based upon the estimated fair value per share. Stock-based compensation expense is included in general and administrative expenses in the accompanying consolidated statements of operations. 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: Quarter Paid Distributions per Common Share Total Distributions 2022 1st Quarter $ 0.112 3,958 Total 2022 year to date $ 0.112 $ 3,958 2021 4th Quarter $ 0.112 $ 3,927 3rd Quarter 0.104 3,662 2nd Quarter 0.092 3,246 1st Quarter 0.087 3,082 Total 2021 $ 0.395 $ 13,917 |
Incentive Award Plan
Incentive Award Plan | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Incentive Award Plan | Incentive Award Plan The Company has adopted an incentive plan (the “Omnibus Stock Incentive Plan” or the “Incentive Plan”) that provides 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 Company has initially reserved 5,000,000 shares of the Company’s common stock for the issuance of awards under the Company’s stock incentive plan, but in no event more than ten (10%) percent of the Company’s issued and outstanding shares. The number of shares reserved under the Company’s stock incentive plan is also subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. Generally, shares that are forfeited or cancelled from awards under the Company’s stock incentive plan also will be available for future awards. Incentive Plan compensation expense is included in general and administrative expenses in the accompanying consolidated statements of operations. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 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 $8.4 million 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 $8.4 million claimed in the lawsuit, approximately $7.6 million 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 intends to appeal the judgment. The outcome of the pending 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 its applicable share of the judgment amount, 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. 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 months ended March 31, 2022 have been prepared in light of these circumstances. Proposed merger with Hartman XXI On November 6, 2020, the board of directors of the Company and the board of directors of Hartman XXI each approved a merger of the Company with and into the Hartman XXI, with Hartman XXI as the surviving company. On January 26, 2021, the respective boards determined to delay the pursuit of the proposed merger transaction. On October 26, 2021, the respective boards determined to proceed with the proposed merger transaction. |
Defined Contribution Plan
Defined Contribution Plan | 3 Months Ended |
Mar. 31, 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 March 31, 2022 and 2021, the Company matched $99,000 and $98,000, respectively. The Company had a stock match liability to the plan of $1,712,000 and $1,613,000 as of March 31, 2022 and December 31, 2021, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that no events have occurred, other than as disclosed herein above, that would require adjustments to our disclosures in these consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 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 and the impact of the Company's restatement of its previously issued financial statements, as described below), which are, in the opinion of management, necessary to fairly present the financial position of the Company as of March 31, 2022, and the results of consolidated operations for the three months ended March 31, 2022 and 2021, consolidated statements of equity for the three months ended March 31, 2022 and 2021, and consolidated statements of cash flows for the three months ended March 31, 2022 and 2021. The results of the three months ended March 31, 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, as amended, 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 | 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 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 March 31, 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 March 31, 2022 and December 31, 2021 the Company had a bank overdraft of $1,824,000 and $2,710,000, respectively. |
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 March 31, 2022 and December 31, 2021, the Company had a restricted cash balance of $10,338,000 and $18,972,000, respectively. |
Financial Instruments | 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. Based on borrowing rates currently available to the Company for loans with similar terms, the carrying value of its notes payable approximates fair value. Disclosure about the fair value of financial instruments is based on relevant information available as of March 31, 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 statement 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. 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 fixed fee. 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. 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. |
Allocation of Purchase Price of Acquired Assets | 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 |
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). |
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. |
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. |
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. |
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. |
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 March 31, 2022 and 2021, the Company incurred net income (loss) of $217,000 and ($6,982,000), 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 | Income (loss) Per Share The computations of basic and diluted income 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 March 31, 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 income (loss) per share for the three months ended March 31, 2022 and 2021 because no shares were issuable. |
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. |
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, 2021, SPE LLC executed a maturity date extension agreement to extend the maturity to October 9, 2022. The SASB Loan requires that SPE LLC have a debt yield, as defined, greater than or equal to 12.50%. The second SASB Loan extension was completed on the basis that the debt yield as of June 30, 2021 was 12.9%. Debt yield is calculated by dividing annual net operating income by debt. The third and final one-year SASB Loan extension is within one year of the issuance of these consolidated financial statements. Uncertainty as to the debt yield calculation as of June 30, 2022 and the Company's ability to exercise the next remaining SASB Loan extension option, require 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 solely on the basis of the uncertainty regarding the loan maturity extension of the SASB Loan. Management believes that SPE LLC will be able to extend the maturity date for the next one year period which will mitigate the maturity date issue. |
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instrument s — 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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. 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 fixed fee. 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. |
Real Estate (Tables)
Real Estate (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Real Estate [Abstract] | |
Schedule of Real Estate Assets | The Company’s real estate assets consisted of the following, in thousands: March 31, 2022 December 31, 2021 Land $ 146,056 $ 146,056 Buildings and improvements 375,982 372,868 In-place lease value intangible 101,661 101,661 623,699 620,585 Less: accumulated depreciation and amortization (179,557) (173,040) Total real estate assets $ 444,142 $ 447,545 |
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: March 31, 2022 December 31, 2021 In-place lease value intangible $ 101,661 $ 101,661 In-place leases – accumulated amortization (89,411) (87,608) Acquired lease intangible assets, net $ 12,250 $ 14,053 |
Accrued Rent and Accounts Rec_2
Accrued Rent and Accounts Receivable, net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Accrued Rent and Accounts Receivable | Accrued rent and accounts receivable, net, consisted of the following, in thousands: March 31, 2022 December 31, 2021 Tenant receivables $ 8,755 $ 6,652 Accrued rent 11,137 11,355 Allowance for uncollectible accounts (4,472) (4,769) Accrued rents and accounts receivable, net $ 15,420 $ 13,238 |
Deferred Leasing Commission C_2
Deferred Leasing Commission Costs, net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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: March 31, 2022 December 31, 2021 Deferred leasing commissions costs $ 20,680 $ 20,347 Less: accumulated amortization (10,237) (9,860) Deferred leasing commission costs, net $ 10,443 $ 10,487 |
Future Minimum Rents (Tables)
Future Minimum Rents (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 is as follows, in thousands: March 31, Minimum Future Rents 2022 $ 65,421 2023 53,567 2024 40,014 2025 26,575 2026 19,121 Thereafter 28,634 Total $ 233,332 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable | The following is a summary of the Company’s notes payable, in thousands: Property/Facility Payment Maturity Date Rate March 31, 2022 December 31, 2021 Richardson Heights (1) P&I July 1, 2041 4.61 % $ 16,002 $ 16,144 Cooper Street (1) P&I July 1, 2041 4.61 % 6,939 6,995 Bent Tree Green (1) P&I July 1, 2041 4.61 % 6,939 6,995 Mitchelldale (1) P&I July 1, 2041 4.61 % 10,507 10,590 Hartman SPE LLC (2) IO October 9, 2022 2.00 % 259,000 259,000 Hartman XXI IO October 31, 2022 10.00 % 7,688 6,012 Fort Worth - EWB P&I February 25, 2023 4.25 % 2,645 — $ 309,720 $ 305,736 Less: unamortized deferred loan costs (1,745) (1,959) $ 307,975 $ 303,777 (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, 2021, the Company signed a maturity date extension agreement to extend the maturity date for one additional year to October 9, 2022. Options remain to extend for one additional one-year term. Notice to exercise the next one-year maturity extension option is due not less than 30 days nor more than 60 days from the current maturity date. Exercise of each extension option is subject to certain compliance and non-default requirements and a minimum debt yield of 12.5%. |
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: March 31, 2022 December 31, 2021 Deferred loan costs $ 5,418 $ 5,399 Less: deferred loan cost accumulated amortization (3,673) (3,440) Total cost, net of accumulated amortization $ 1,745 $ 1,959 |
Income Per Share (Tables)
Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 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. Three Months Ended March 31, 2022 2021 Numerator: Net income (loss) attributable to common stockholders (in thousands) $ 15 $ (6,618) Denominator: Weighted average number of common shares outstanding, basic and diluted (in thousands) 35,065 35,318 Basic and diluted income (loss) per common share: Net income (loss) attributable to common stockholders per share $ — $ (0.19) |
Related Party Disclosures (Tabl
Related Party Disclosures (Tables) | 3 Months Ended |
Mar. 31, 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: March 31, 2022 December 31, 2021 Due to vREIT XXI (11) — Due from other related parties 539 115 Total due from related parties $ 528 $ 115 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 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: Quarter Paid Distributions per Common Share Total Distributions 2022 1st Quarter $ 0.112 3,958 Total 2022 year to date $ 0.112 $ 3,958 2021 4th Quarter $ 0.112 $ 3,927 3rd Quarter 0.104 3,662 2nd Quarter 0.092 3,246 1st Quarter 0.087 3,082 Total 2021 $ 0.395 $ 13,917 |
Organization and Business (Deta
Organization and Business (Details) ft² in Millions | Mar. 31, 2022property | Mar. 31, 2022ft² | Mar. 31, 2022padSite | Mar. 31, 2022landDevelopment | Mar. 31, 2021property | Mar. 31, 2021ft² | Mar. 31, 2021padSite | Mar. 31, 2021landDevelopment | Jul. 01, 2020 | Oct. 01, 2018USD ($)property |
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of real estate properties | 39 | |||||||||
Advisor | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership percentage acquired | 70.00% | |||||||||
Texas | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of real estate properties | 4 | 2 | 4 | 2 | ||||||
Number of commercial properties | 44 | 44 | ||||||||
Area of real estate property (in square feet) | ft² | 6.8 | 6.8 | ||||||||
Richardson, Arlington And Dallas, Texas | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of real estate properties | 15 | 15 | ||||||||
Houston, Texas | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of real estate properties | 26 | 26 | ||||||||
San Antonio, Texas | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of real estate properties | 3 | 3 | ||||||||
Hartman SPE, LLC | Variable Interest Entity, Primary Beneficiary | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of real estate properties | 39 | |||||||||
Hartman SPE, LLC | Notes Payable to Banks | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Debt instrument, face amount | $ | $ 259,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022USD ($)extensionshares | Mar. 31, 2021USD ($)shares | Jun. 30, 2021 | Dec. 31, 2021USD ($) | |
Property, Plant and Equipment [Line Items] | ||||
Bank overdraft | $ 1,824,000 | $ 2,710,000 | ||
Restricted cash | 10,338,000 | $ 18,972,000 | ||
Goodwill impairment | 0 | $ 0 | ||
Net income (loss) | $ 217,000 | $ (6,982,000) | ||
Antidilutive securities (in shares) | shares | 0 | 0 | ||
Hartman SPE LLC Loan Agreement | ||||
Property, Plant and Equipment [Line Items] | ||||
Number of extensions | extension | 3 | |||
Extension term | 1 year | |||
Minimum debt yield | 12.50% | 12.90% | ||
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)
Real Estate - Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Real Estate [Abstract] | ||
Land | $ 146,056 | $ 146,056 |
Buildings and improvements | 375,982 | 372,868 |
In-place lease value intangible | 101,661 | 101,661 |
Total gross real estate assets | 623,699 | 620,585 |
Less: accumulated depreciation and amortization | (179,557) | (173,040) |
Real estate assets, net | $ 444,142 | $ 447,545 |
Real Estate - Additional Inform
Real Estate - Additional Information (Details) $ in Thousands, ft² in Millions | 3 Months Ended | ||||||||
Mar. 31, 2022USD ($)property | Mar. 31, 2021USD ($)property | Mar. 31, 2022ft² | Mar. 31, 2022padSite | Mar. 31, 2022landDevelopment | Mar. 31, 2021ft² | Mar. 31, 2021padSite | Mar. 31, 2021landDevelopment | Oct. 01, 2018property | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||||
Depreciation expense | $ | $ 4,714 | $ 4,610 | |||||||
Amortization expense | $ | $ 1,803 | $ 2,051 | |||||||
Number of real estate properties | 39 | ||||||||
Texas | |||||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||||
Number of commercial properties | 44 | 44 | |||||||
Area of real estate property (in square feet) | ft² | 6.8 | 6.8 | |||||||
Number of real estate properties | 4 | 2 | 4 | 2 | |||||
Richardson, Arlington And Dallas, Texas | |||||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||||
Number of real estate properties | 15 | 15 | |||||||
Houston, Texas | |||||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||||
Number of real estate properties | 26 | 26 | |||||||
San Antonio, Texas | |||||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||||
Number of real estate properties | 3 | 3 |
Real Estate - In-place Intangib
Real Estate - In-place Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Real Estate [Abstract] | ||
In-place lease value intangible | $ 101,661 | $ 101,661 |
In-place leases – accumulated amortization | (89,411) | (87,608) |
Acquired lease intangible assets, net | $ 12,250 | $ 14,053 |
Accrued Rent and Accounts Rec_3
Accrued Rent and Accounts Receivable, net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Receivables [Abstract] | |||
Tenant receivables | $ 8,755 | $ 6,652 | |
Accrued rent | 11,137 | 11,355 | |
Allowance for uncollectible accounts | (4,472) | (4,769) | |
Accrued rents and accounts receivable, net | 15,420 | $ 13,238 | |
Bad debt expense (recovery) | $ (302) | $ 126 |
Deferred Leasing Commission C_3
Deferred Leasing Commission Costs, net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred leasing commissions costs | $ 20,680 | $ 20,347 |
Less: accumulated amortization | (10,237) | (9,860) |
Deferred leasing commission costs, net | $ 10,443 | $ 10,487 |
Future Minimum Rents (Details)
Future Minimum Rents (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Leases [Abstract] | |
2022 | $ 65,421 |
2023 | 53,567 |
2024 | 40,014 |
2025 | 26,575 |
2026 | 19,121 |
Thereafter | 28,634 |
Total | $ 233,332 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) | Feb. 10, 2022USD ($)a | Oct. 09, 2021extensionday | Oct. 01, 2018USD ($)extensionproperty | Mar. 31, 2022USD ($)aloan | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)loan |
Short-term Debt [Line Items] | ||||||
Outstanding balance | $ 309,720,000 | $ 305,736,000 | ||||
Number of real estate properties | property | 39 | |||||
Interest expense incurred | 2,082,000 | $ 2,034,000 | ||||
Interest expense payable | $ 311,000 | 315,000 | ||||
Fort Worth, Texas | ||||||
Short-term Debt [Line Items] | ||||||
Area of real estate property (in square feet) | a | 17 | 17 | ||||
Estimate of Fair Value Measurement | ||||||
Short-term Debt [Line Items] | ||||||
Debt instrument, fair value disclosure | $ 312,130,000 | 310,271,000 | ||||
Hartman SPE, LLC | ||||||
Short-term Debt [Line Items] | ||||||
Outstanding balance | $ 259,000,000 | $ 259,000,000 | ||||
Minimum debt yield | 12.50% | |||||
Secured debt | Richardson Heights, Cooper Street, Bent Tree Green And Mitchelldale Property Loans | ||||||
Short-term Debt [Line Items] | ||||||
Number of term loans outstanding | loan | 4 | 4 | ||||
Amortization term | 27 years | |||||
Fixed interest rate | 4.61% | |||||
Outstanding balance | $ 40,387,000 | $ 40,724,000 | ||||
Notes Payable to Banks | Hartman SPE, LLC | ||||||
Short-term Debt [Line Items] | ||||||
Debt instrument, face amount | $ 259,000,000 | |||||
Term of debt instrument | 5 years | |||||
Initial term of debt instrument | 2 years | |||||
Number of extensions | extension | 1 | 3 | ||||
Extension term | 1 year | 1 year | ||||
Notes Payable to Banks | Hartman SPE, LLC | London Interbank Offered Rate (LIBOR) | ||||||
Short-term Debt [Line Items] | ||||||
Basis spread | 1.80% | |||||
Notes Payable to Banks | Minimum | Hartman SPE, LLC | ||||||
Short-term Debt [Line Items] | ||||||
Extension term in days | day | 30 | |||||
Notes Payable to Banks | Maximum | Hartman SPE, LLC | ||||||
Short-term Debt [Line Items] | ||||||
Extension term in days | day | 60 | |||||
Notes Payable to Banks | Maximum | Hartman SPE, LLC | London Interbank Offered Rate (LIBOR) | ||||||
Short-term Debt [Line Items] | ||||||
Basis spread | 3.75% | |||||
Secured Promissory Notes | East West Bank | ||||||
Short-term Debt [Line Items] | ||||||
Outstanding balance | $ 2,645,000 | |||||
Proceeds from loans | $ 2,528,000 |
Notes Payable - Summary of Mort
Notes Payable - Summary of Mortgage Notes Payable (Details) $ in Thousands | Oct. 09, 2021extensionday | Oct. 01, 2018extension | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) |
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 309,720 | $ 305,736 | ||
Less: unamortized deferred loan costs | (1,745) | (1,959) | ||
Long-term debt | $ 307,975 | 303,777 | ||
Notes Payable to Banks | Hartman SPE, LLC | ||||
Debt Instrument [Line Items] | ||||
Number of extensions | extension | 1 | 3 | ||
Extension term | 1 year | 1 year | ||
Minimum | Notes Payable to Banks | Hartman SPE, LLC | ||||
Debt Instrument [Line Items] | ||||
Extension term in days | day | 30 | |||
Maximum | Notes Payable to Banks | Hartman SPE, LLC | ||||
Debt Instrument [Line Items] | ||||
Extension term in days | day | 60 | |||
Richardson Heights | ||||
Debt Instrument [Line Items] | ||||
Rate | 4.61% | |||
Long-term debt, gross | $ 16,002 | 16,144 | ||
Cooper Street | ||||
Debt Instrument [Line Items] | ||||
Rate | 4.61% | |||
Long-term debt, gross | $ 6,939 | 6,995 | ||
Bent Tree Green | ||||
Debt Instrument [Line Items] | ||||
Rate | 4.61% | |||
Long-term debt, gross | $ 6,939 | 6,995 | ||
Mitchelldale | ||||
Debt Instrument [Line Items] | ||||
Rate | 4.61% | |||
Long-term debt, gross | $ 10,507 | 10,590 | ||
Hartman SPE, LLC | ||||
Debt Instrument [Line Items] | ||||
Rate | 2.00% | |||
Long-term debt, gross | $ 259,000 | 259,000 | ||
Minimum debt yield | 12.50% | |||
Hartman XXI | ||||
Debt Instrument [Line Items] | ||||
Rate | 10.00% | |||
Long-term debt, gross | $ 7,688 | 6,012 | ||
Fort Worth - EWB | ||||
Debt Instrument [Line Items] | ||||
Rate | 4.25% | |||
Long-term debt, gross | $ 2,645 | $ 0 |
Notes Payable - Amortization of
Notes Payable - Amortization of Loan Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Deferred loan costs | $ 5,418 | $ 5,399 |
Less: deferred loan cost accumulated amortization | (3,673) | (3,440) |
Total cost, net of accumulated amortization | $ 1,745 | $ 1,959 |
Income Per Share (Details)
Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net income (loss) attributable to common stockholders, basic | $ 15 | $ (6,618) |
Net income (loss) attributable to common stockholders, diluted | $ 15 | $ (6,618) |
Denominator: | ||
Weighted average number of common shares outstanding, basic (in shares) | 35,065 | 35,318 |
Weighted average number of common shares outstanding, diluted (in shares) | 35,065 | 35,318 |
Basic and diluted income (loss) per common share: | ||
Net income (loss) attributable to common stockholders per share (in dollars per share) | $ 0 | $ (0.19) |
Net income (loss) attributable to common stockholders per share (in dollars per share) | $ 0 | $ (0.19) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Deferred tax benefit | $ 0 | $ 0 | |
Deferred tax asset | $ 0 | $ 0 |
Real Estate Held for Developm_2
Real Estate Held for Development (Details) | Mar. 31, 2022apadSite | Feb. 10, 2022a | Oct. 01, 2018property |
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 - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - Affiliated Entity - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Total due from related parties | $ 528 | $ 115 |
Due to vREIT XXI | ||
Related Party Transaction [Line Items] | ||
Total due from related parties | (11) | 0 |
Due from other related parties | ||
Related Party Transaction [Line Items] | ||
Total due from related parties | $ 539 | $ 115 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
May 31, 2016 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Mar. 29, 2021 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||||
Long-term debt, gross | $ 309,720,000 | $ 305,736,000 | ||||
Variable interest entity, reporting entity involvement, maximum loss exposure, amount | $ 24,693,000 | |||||
Common stock, shares outstanding (in shares) | 34,975,377 | 35,110,421 | ||||
Revolving Credit Facility | East West Bank Master Credit Facility Agreement II | Hartman vREIT XXI | ||||||
Related Party Transaction [Line Items] | ||||||
Increase in credit facility, modification | $ 1,625,000 | |||||
Hartman SPE, LLC | Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 1,198,228 | |||||
Ownership interest | 2.47% | |||||
Hartman vREIT XXI | ||||||
Related Party Transaction [Line Items] | ||||||
Long-term debt, gross | $ 7,688,000 | $ 6,012,000 | ||||
Hartman vREIT XXI | Affiliated Entity | Loan From Related Party To Company | ||||||
Related Party Transaction [Line Items] | ||||||
Notes payable to related party | $ 10,000,000 | |||||
Stated interest rate | 10.00% | |||||
Interest expense, related party | $ 131,000 | $ 69,000 | ||||
Hartman TRS, Inc. | Affiliated Entity | Loan From Company To Related Party Hartman Retail II Holdings Co | ||||||
Related Party Transaction [Line Items] | ||||||
Loans receivable | $ 7,231,000 | 1,726,000 | $ 1,726,000 | |||
Loans receivable, face amount | $ 8,820,000 | |||||
Hartman TRS, Inc. | Affiliated Entity | Loan from Company to related party | ||||||
Related Party Transaction [Line Items] | ||||||
Origination fees, percentage | 2.00% | |||||
Loans receivable, interest rate | 10.00% | |||||
Hartman TRS, Inc. | Affiliated Entity | Loan from Company to Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Interest income, related parties | $ 43,000 | $ 43,000 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)vote$ / sharesshares | Mar. 31, 2021USD ($)shares | Dec. 31, 2021$ / sharesshares | |
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |
Number or votes per share | vote | 1 | ||
Preferred stock, shares issued (in shares) | 1,000 | 1,000 | |
Preferred stock, shares outstanding (in shares) | 1,000 | 1,000 | |
Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares issued (in shares) | 1,000 | 1,000 | |
Preferred stock, shares outstanding (in shares) | 1,000 | 1,000 | |
Conversion terms, cumulative annual return on issue price, percentage | 6.00% | ||
Conversion terms, performance threshold | 6.00% | ||
Conversion terms, percentage of excess enterprise value | 15.00% | ||
Restricted common stock | |||
Class of Stock [Line Items] | |||
Grants in period (shares) | 4,472 | 1,954 | |
Stock-based compensation expense | $ | $ 50 | $ 22 |
Stockholders' Equity - Distribu
Stockholders' Equity - Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | |
Equity [Abstract] | ||||||
Distributions per Common Share (in dollars per share) | $ 0.112 | $ 0.112 | $ 0.104 | $ 0.092 | $ 0.087 | $ 0.395 |
Total Distributions | $ 3,958 | $ 3,927 | $ 3,662 | $ 3,246 | $ 3,082 | $ 13,917 |
Incentive Award Plan (Details)
Incentive Award Plan (Details) | 3 Months Ended |
Mar. 31, 2022shares | |
Share-based Payment Arrangement [Abstract] | |
Shares reserved for issuance (in shares) | 5,000,000 |
Percentage of outstanding stock maximum | 10.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Mar. 24, 2022 | May 26, 2021 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | |||
Loss contingency, damages awarded in settlement | $ 7,871 | ||
Loss related to litigation | $ 6,731 | ||
Legal fees | $ 370 | ||
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 (Deta
Defined Contribution Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Discretionary contribution amount | $ 99 | $ 98 | |
Stock matching contribution, liability | $ 1,712 | $ 1,613 |