Parking REIT, Inc.

Risks

• There are a number of pending legal matters involving us and our affiliates, which could distract our officers from attending to the Company's business and could have a material adverse effect on the Company.
• Our business and those of our tenants may be adversely affected by epidemics, pandemics or other outbreaks.
• The Company will need to improve cash flow from operations or through a sale of assets to avoid a future liquidity shortfall.
• We have engaged financial and legal advisors and begun to explore a broad range of potential strategic alternatives to provide liquidity to stockholders; however, there can be no assurance that our exploration of potential strategic alternatives will result in any transaction being completed, and speculation and uncertainty regarding the outcome of our exploration of strategic alternatives may adversely affect our business.
• Shares of our common stock are illiquid. No public market currently exists for our shares, and our charter does not require us to liquidate our assets or list our shares on an exchange by any specified date, or at all. It will be difficult for stockholders to sell shares, and if stockholders are able to sell shares, it will likely be at a substantial discount.
• We have a limited operating history which makes our future performance difficult to predict.
• We have experienced net losses in the past, and we may experience additional net losses in the future.
• Our cash distributions are not guaranteed and may fluctuate.
• We depend on our management team. The loss of key personnel could have a material adverse effect upon our ability to conduct and manage our business.
• Stockholders should not rely on the estimated NAV per share as being an accurate measure of the current value of our shares of common stock.
• We disclose funds from operations (“FFO”), a non-GAAP financial measure, in communications with investors, including documents filed with the SEC; however, FFO is not equivalent to our net income or loss as determined under GAAP, and our computation of FFO may not be comparable to other REITs.
• We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology networks and related systems.
• Our revenues are significantly influenced by demand for parking facilities generally, and a decrease in such demand would likely have a greater adverse effect on our revenues than if we owned a more diversified real estate portfolio.
• Our parking facilities face intense competition, which may adversely affect rental and fee income.
• Our leases expose us to certain risks.
• Our investments in real estate will be subject to the risks typically associated with real estate.
• A small number of our parking tenants account for a significant percentage of our total rental revenues, and the failure of any of these tenants to meet their obligations to us could materially and adversely affect our business, financial condition and results of operations.
• Uninsured losses or premiums for insurance coverage relating to real property may adversely affect stockholder returns.
• Our costs of complying with governmental laws and regulations related to environmental protection and human health and safety may be high.
• Real property is an illiquid investment, and we may be unable to adjust our portfolio in response to changes in economic or other conditions or sell a property if or when we decide to do so.
• Declines in the market values of our investments may adversely affect periodic reported results of operations and credit availability, which may reduce earnings and, in turn, cash available for distribution to our stockholders.
• We may not be able to access financing sources on attractive terms or at all, which could adversely affect our ability to execute our business plan.
• If we cannot obtain sufficient capital on acceptable terms, our businesses and our ability to operate could be materially adversely impacted.
• Instability in the debt markets and other factors may make it more difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire and the amount of cash distributions we can make to our stockholders.
• Interest rates may increase, which could increase the amount of our debt payments and negatively impact our operating results.
• Failure to hedge effectively against interest rate changes may materially adversely affect our business, financial condition, results of operations and ability to make distributions to our stockholders.
• Certain loans are and may be secured by mortgages on our properties and if we default under our loans, we may lose properties through foreclosure.
• Our executive officers face conflicts of interest related to their positions and interests in our affiliates, which could hinder our ability to implement our business strategy and to generate returns to stockholders.
• The issuance of common stock as consideration in the Internalization has and will have a dilutive effect and we could incur other significant costs associated with the Internalization.
• Certain provisions of Maryland law could inhibit changes in control.
• Our charter contains provisions that make removal of our directors difficult, which makes it more difficult for our stockholders to effect changes to our management and may prevent a change in control of our company that is in the best interests of our stockholders.
• Our rights and the rights of our stockholders to take action against our directors and officers are limited.
• Our bylaws designate the Circuit Court for Baltimore City, Maryland as the exclusive forum for certain actions and proceedings that may be initiated by our stockholders against us or any of our directors, officers or other employees.
• Our charter limits the number of shares a person may own, which may discourage a takeover that could otherwise result in a premium price to our stockholders.
• Our charter permits our board of directors to issue stock with terms that may subordinate the rights of our stockholders or discourage a third party from acquiring us in a manner that could result in a premium price to our stockholders.
• We are not and do not plan to be registered as an investment company under the Investment Company Act, and therefore we will not be subject to the requirements imposed and stockholder protections provided by the Investment Company Act; maintaining an exemption from registration may limit or otherwise affect our investment choices.
• We are an “emerging growth company” under the federal securities laws and are to reduced public company reporting requirements.
• Stockholders have limited control over changes in our policies and operations, which increases the uncertainty and risks a stockholder may face.
• Stockholders' interest in us could be diluted if we issue additional shares, which could reduce the overall value of their investment.
• Failure to qualify or maintain our qualification as a REIT would have significant adverse consequences to us and the value of our common stock.
• Qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code for which there are only limited judicial and administrative interpretations.
• Complying with REIT requirements may force us to liquidate, restructure or forego otherwise attractive investments.
• Liquidation of assets may jeopardize our REIT qualification or create additional tax liability for us.
• Our ownership of TRSs is subject to certain restrictions, and we will be required to pay a 100% penalty tax on certain income or deductions if our transactions with our TRSs are not conducted on arm's length terms.
• To maintain our REIT qualification, we may be forced to borrow funds during unfavorable market conditions, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause us to curtail our investment activities and/or to dispose of assets at inopportune times, which could adversely affect our financial condition, results of operations, cash flow and value of our common stock.
• The tax on prohibited transactions will limit our ability to engage in transactions, including certain methods of securitizing mortgage loans, that would be treated as sales for U.S. federal income tax purposes.
• In connection with our acquisition of certain assets, we may rely on legal opinions or advice rendered or given or statements by the issuers of such assets, and the inaccuracy of any conclusions of such opinions, advice or statements may adversely affect our REIT qualification and result in significant corporate-level tax.
• If our operating partnership failed to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences.
• Recharacterization of sale-leaseback transactions may cause us to lose our REIT status.
• Legislative or other actions affecting REITs could have a negative effect on our stockholders or us.
• We and the operating partnership may inherit tax liabilities from the Merger or future acquisitions.
• The stock ownership limit imposed by the Code for REITs and our charter may restrict our business combination opportunities.
• Non-U.S. investors may be subject to FIRPTA on the sale of common stock if we are unable to qualify as a domestically controlled REIT.