Mailstop 3233
August 6, 2019
Via E-mail
Mr. Allen R. Hartman
Chief Executive Officer
Hartman Short Term Income Properties XX, Inc.
2909 Hillcroft, Suite 420
Houston, TX 77057
Re: Hartman Short Term Income Properties XX, Inc.
Amendment No. 4 to Registration Statement on Form S-4
Filed July 15, 2019
File No. 333-221930
Dear Mr. Hartman:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us
why in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our December
11, 2018 letter.
General
1. Please revise your filing to provide audited financial statements for
Hartman XIX and HI-
REIT for the year ended December 31, 2018 upon their availability. As
a result, we will
withhold comment on the unaudited financial statements for the year
ended December
31, 2018 provided in Appendices II and III until such time as audited
financial statements
are filed.
Mr. Allen R. Hartman
Hartman Short Term Income Properties XX, Inc.
August 6, 2019
Page 2
2. We note your response to comment 9 and we reissue the comment. We note
that several
of the hyperlinks do not link to the relevant exhibits. Please provide
an active hyperlink
directly to each exhibit incorporated by reference. See Item 601(a)(2)
of Regulation S-K.
3. We note that Pendo's fairness opinion is dated July 18, 2017; Herrera
Partners' fairness
opinions are dated July 29, 2016, with supplemental opinions thereto
dated December 14,
2016, and February 21, 2017; and WKW Financial Advisors' appraisal of
the NAV is
dated as of December 31, 2016. Please include risk factor disclosure
discussing any
significant risks arising from investors' potential reliance on these
opinions and appraisal
in evaluating the mergers, or advise us why you do not consider such
disclosure to be
material.
Hartman Short Term Income Properties XX, Inc.
Note 6 Notes Payable, App I-15
4. We note your disclosure that the Company is not in compliance with the
reporting of
financial statements for Hartman SPE, LLC for the year ended December
31, 2018 and
your lender granted an extension until June 1, 2019. Please revise your
disclosure to
describe if Hartman XX has complied with its reporting requirements or
is currently in
default under the loan agreement and/or an extension has been obtained.
Unaudited Pro Forma Condensed Consolidated Financial Statements, App IV-1
5. We note your presentation of unaudited pro forma condensed consolidated
balance sheets
as of March 31, 2019 and December 31, 2018. Please note that the
unaudited pro forma
balance sheet presentation should be presented assuming the mergers were
completed on
the date of the latest balance sheet included in the filing. As such,
please revise your
presentation to remove the pro forma balance sheet as of December 31,
2018. Reference
is made to Rule 8-05(b)(2) of Regulation S-X.
Mr. Allen R. Hartman
Hartman Short Term Income Properties XX, Inc.
August 6, 2019
Page 3
You may contact Jeffrey Lewis, Staff Accountant, at (202) 551-6216 or
Eric McPhee,
Senior Staff Accountant, at (202) 551-3693 if you have questions regarding
comments on the
financial statements and related matters. Please contact Stacie Gorman, Staff
Attorney, at (202)
551-3585 or me at (202) 551-3655 with any other questions.
Sincerely,
/s/ Sonia Gupta
Barros
Sonia Gupta Barros
Assistant Director
Office of Real
Estate and
Commodities
Aaron C. Hendricson, Esq.