Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Jul. 12, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Parking REIT, Inc. | |
Entity Central Index Key | 1,642,985 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 6,550,200 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Investments in real estate | ||
Land and improvements | $ 139,284,000 | $ 131,169,000 |
Buildings and improvements | 153,521,000 | 153,456,000 |
Construction in progress | 2,004,000 | 750,000 |
Intangible Assets | 2,427,000 | 2,427,000 |
Software | 63,000 | |
[us-gaap:RealEstateInvestmentPropertyAtCost] | 297,299,000 | 287,802,000 |
Accumulated depreciation | (3,426,000) | (2,231,000) |
Total investments in real estate, net | 293,873,000 | 285,571,000 |
Assets held for sale | 6,543,000 | 6,543,000 |
Cash | 4,938,000 | 8,501,000 |
Cash - restricted | 6,841,000 | 8,229,000 |
Prepaid expenses | 706,000 | 184,000 |
Accounts receivable | 551,000 | 409,000 |
Investment in DST | 2,821,000 | 2,821,000 |
Deposits | 3,435,000 | |
Other assets | 34,000 | 685,000 |
Total assets | 319,742,000 | 312,943,000 |
Liabilities | ||
Notes payable, net of unamortized loan issuance costs of approximately $01.8 million and $1.9 million and $0.1 million as of March 31, 2018 and December 31, 2017, respectively | 123,373,000 | 123,770,000 |
Lines of credit, net of unamortized loan issuance costs of approximately $0.47 million and $0.25 million as of March 31, 2018 and December 31, 2017, respectively | 23,065,000 | 22,302,000 |
Accounts payable and accrued liabilities | 5,830,000 | 3,913,000 |
Security Deposit | 161,000 | 202,000 |
Due to related parties | 233,000 | 385,000 |
Deferred revenue | 138,000 | 195,000 |
Total liabilities | 152,800,000 | 150,767,000 |
Commitments and contingencies | ||
The Parking REIT, Inc. Stockholders' Equity | ||
Additional paid-in capital | 186,214,000 | 177,598,000 |
Accumulated deficit | (22,012,000) | (18,173,000) |
Total The Parking REIT, Inc. Shareholders' Equity | 164,202,000 | 159,425,000 |
Non-controlling interest | 2,740,000 | 2,751,000 |
Total equity | 166,942,000 | 162,176,000 |
Total liabilities and equity | 319,742,000 | 312,943,000 |
Preferred Stock Series A [Member] | ||
The Parking REIT, Inc. Stockholders' Equity | ||
Preferred stock | ||
Preferred Stock Series 1 [Member] | ||
The Parking REIT, Inc. Stockholders' Equity | ||
Preferred stock | ||
Non Voting Non Participating Convertible Stock [Member] | ||
The Parking REIT, Inc. Stockholders' Equity | ||
Common stock |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Notes payable, unamortized loan issuance costs | $ 1,800,000 | $ 1,900,000 |
Line of credit, unamortized loan issuance costs | $ 700,000 | $ 500,000 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 98,999,000 | 98,999,000 |
Common stock, shares issued | 6,568,378 | 6,532,009 |
Common stock, shares outstanding | 6,568,378 | 6,532,009 |
Preferred Stock Series A [Member] | ||
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, shares issued | 2,862 | 2,862 |
Preferred stock, shares outstanding | 2,862 | 2,862 |
Preferred stock, liquidation value | $ 2,862,000 | $ 2,862,000 |
Preferred Stock Series 1 [Member] | ||
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 97,000 | 97,000 |
Preferred stock, shares issued | 39,811 | 29,789 |
Preferred stock, shares outstanding | 39,811 | 29,789 |
Preferred stock, liquidation value | $ 39,811,000 | $ 29,789,000 |
Non Voting Non Participating Convertible Stock [Member] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 0 | 0 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues | ||
Base rent income | $ 4,716,000 | $ 2,024,000 |
Percentage rent income | 375,000 | |
Total revenues | 5,091,000 | 2,024,000 |
Operating expenses | ||
Property taxes | 636,000 | 92,000 |
Property operating expense | 308,000 | 275,000 |
Asset Management Fees | 832,000 | 237,000 |
General and administrative | 3,028,000 | 328,000 |
Merger costs | 125,000 | |
Acquisition expenses | 217,000 | 1,766,000 |
Acquisition expenses - related party | 1,118,000 | |
Depreciation | 1,194,000 | 425,000 |
Total operating expenses | 6,215,000 | 4,366,000 |
Loss from operations | (1,124,000) | (2,342,000) |
Other income (expense) | ||
Interest expense | (1,948,000) | (796,000) |
Distribution income - related party | 52,000 | |
Income from DST | 52,000 | |
Income from investment in equity method investee | 14,000 | |
Total other expense | (1,896,000) | (730,000) |
Net loss | (3,020,000) | (3,072,000) |
Net income attributable to non-controlling interest | 2,000 | 28,000 |
Net loss attributable to The Parking REIT, Inc.'s stockholders | (3,022,000) | (3,100,000) |
Preferred stock distributions declared - Series A | (43,000) | (19,000) |
Preferred stock distributions declared - Series 1 | (523,000) | |
Net loss attributable to The Parking REIT, Inc.'s common stockholders | $ (3,588,000) | $ (3,119,000) |
Basic and diluted loss per weighted average common share: | ||
Net loss per share attributable to The Parking REIT, Inc.'s common stockholders - basic and diluted | $ (0.55) | $ (1.29) |
Distributions declared per common share | $ 0.12 | $ 0.19 |
Weighted average common shares outstanding, basic and diluted | 6,550,728 | 2,425,200 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement Of Equity (Unaudited) - 3 months ended Mar. 31, 2018 - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest | Total |
Beginning Balance at Dec. 31, 2017 | $ 177,598,000 | $ (18,173,000) | $ 2,751,000 | $ 159,425,000 | ||
Balance Common Shares at Dec. 31, 2017 | 6,532,009 | 6,532,009 | ||||
Balance Preferred Shares at Dec. 31, 2017 | 32,651 | |||||
Distributions to non-controlling interest | (13,000) | $ (13,000) | ||||
Issuance of common stock - DRIP | 283,000 | 283,000 | ||||
Issuance of common stock - DRIP (Shares) | 11,326 | |||||
Issuance of preferred Series 1 | 9,090,000 | 9,090,000 | ||||
Issuance of preferred Series 1 (Shares) | 10,022 | |||||
Redeemed Shares | (191,000) | $ (191,000) | ||||
Redeemed Shares (Shares) | (7,636) | (7,636) | ||||
Distributions - Common | (817,000) | $ (817,000) | ||||
Distributions - Series A | (43,000) | (43,000) | ||||
Distributions - Series 1 | (523,000) | (523,000) | ||||
Stock dividend | 817,000 | (817,000) | ||||
Stock dividend (Shares) | 32,679 | |||||
Net (loss) Income | (3,022,000) | 2,000 | (3,020,000) | |||
Balance at Mar. 31, 2018 | $ 186,214,000 | $ (22,012,000) | $ 2,740,000 | $ 166,942,000 | ||
Balance Common Shares at Mar. 31, 2018 | 6,568,378 | 6,568,378 | ||||
Balance Preferred Shares at Mar. 31, 2018 | 42,673 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (3,020,000) | $ (3,072,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 1,194,000 | 425,000 |
Income from investment in equity method investee | 14,000 | |
Distribution from MVP REIT | (52,000) | |
Distribution from DST | (52,000) | |
Amortization of loan costs | 81,000 | 96,000 |
Changes in operating assets and liabilities | ||
Due to/from related parties | (152,000) | 354,000 |
Accounts payable | 1,917,000 | 278,000 |
Loan fees | (197,000) | (183,000) |
Security deposits | (98,000) | 44,000 |
Other assets | (24,000) | |
Assets held for sale | (4,000) | |
Deferred revenue | 37,000 | |
Accounts Receivable | (142,000) | (143,000) |
Prepaid expenses | (522,000) | (413,000) |
Net cash provided by (used in) operating activities | (1,015,000) | (2,647,000) |
Cash flows from investing activities: | ||
Purchase of investment in real estate | (8,105,000) | (56,700,000) |
Building improvements | (1,329,000) | (14,000) |
Fixed asset purchase | (63,000) | |
Proceeds from Investments | 52,000 | |
Payments made for future acquisitions | (2,760,000) | (227,000) |
Proceeds from non-controlling interest | 5,075,000 | |
Net cash used in investing activities | (12,205,000) | (51,866,000) |
Cash flows from financing activities: | ||
Proceeds from note payable | 36,415,000 | |
Payments on note payable | (477,000) | (173,000) |
Proceeds from of line of credit | 4,400,000 | 11,968,000 |
Payments made on line of credit | (3,440,000) | (284,000) |
Distribution to non-controlling interest | (13,000) | (50,000) |
Distribution from investment in cost method investee | 13,000 | |
Distribution from investment in equity method investee | 14,000 | |
Proceeds from issuance of common stock | 5,035,000 | |
Proceeds from issuance of preferred stock | 9,090,000 | 2,556,000 |
Redeemed shares | (191,000) | |
Dividends paid to stockholders | (1,100,000) | (166,000) |
Net cash provided by financing activities | 8,269,000 | 55,328,000 |
Net change in cash and cash equivalents and restricted cash | (4,951,000) | 815,000 |
Cash cash and cash equivalents and restricted cash, beginning of period | 16,730,000 | 4,985,000 |
Cash cash and cash equivalents and restricted cash, end of period | 11,779,000 | 5,800,000 |
Reconciliation of Cash and Cash Equivalents and Restricted Cash: | ||
Cash and cash equivalents at beginning of period | 8,501,000 | 4,885,000 |
Restricted cash at beginning of period | 8,229,000 | 100,000 |
Restricted cash included in discontinued operations at beginning of period | ||
Cash and cash equivalents and restricted cash at beginning of period | 16,730,000 | 4,985,000 |
Cash and cash equivalents at end of period | 4,938,000 | 4,675,000 |
Restricted cash at end of period | 6,841,000 | 1,125,000 |
Restricted cash included in discontinued operations at end of period | ||
Cash and cash equivalents and restricted cash at end of period | 11,779,000 | 5,800,000 |
Supplemental disclosures of cash flow information: | ||
Interest Paid | (1,867,000) | (700,000) |
Non-cash investing and financing activities: | ||
Distributions - DRIP | 283,000 | 285,000 |
Dividend shares | 817,000 | 446,000 |
Dividends declared not yet paid | 199,570 | 156,000 |
Deposits applied to purchase of investment in real estate | $ 150,000 | $ 4,000,000 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Proposed Business Operations and Capitalization | Note A — Organization and Business Operations The Parking REIT, Inc., formerly known as MVP REIT II, Inc. (the “Company”), is a Maryland corporation formed on May 4, 2015 and intends to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes upon the filing of the federal tax return for the year ended December 31, 2017. The Company believes that it has been organized and has operated in a manner that has enabled it to qualify as a REIT for federal income tax purposes commencing with the taxable year ended December 31, 2017; however, if the Company is unable to satisfy the requirements for REIT qualification for the year ended December 31, 2017, the Company will continue to operate as a C corporation for U.S. federal income tax purposes. As of December 31, 2016, the Company ceased all selling efforts for the initial public offering (the “Common Stock Offering”) of its common stock, $0.0001 par value per share, at $25.00 per share, pursuant to a registration statement on Form S-11 (No. 333-205893) filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). The Company accepted additional subscriptions through March 31, 2017, the last day of the Common Stock Offering. As of March 31, 2018, the Company had raised approximately $61.3 million in the Common Stock Offering before payment of deferred offering costs of approximately $1.1 million, contribution from the Sponsor of approximately $1.1 million and cash distributions of approximately $1.8 million. The Company has also registered $50 million in shares of common stock for issuance pursuant to a distribution reinvestment plan (the “DRIP”), under which common stockholders may elect to have their distributions reinvested in additional shares of common stock at the current price of $25.00 per share. The Company was formed to focus primarily on investments in parking facilities, including parking lots, parking garages and other parking structures throughout the United States and Canada. No more than 10% of the proceeds of the Common Stock Offering were used for investment in Canadian properties. The Company is the sole general partner of MVP REIT II Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”). The Company intends to own substantially all of its assets and conduct substantially all of its operations through the Operating Partnership. The Company’s wholly owned subsidiary, MVP REIT II Holdings, LLC, is the sole limited partner of the Operating Partnership. The operating agreement provides that the Operating Partnership is operated in a manner that enables the Company to (1) satisfy the requirements to qualify and maintain qualification as a REIT for federal income tax purposes, (2) avoid any federal income or excise tax liability and (3) ensure that the Operating Partnership is not classified as a “publicly traded partnership” for purposes of Section 7704 of the Internal Revenue Code of 1986, as amended (the “Code”), which classification could result in the Operating Partnership being taxed as a corporation. The Company utilizes an Umbrella Partnership Real Estate Investment Trust (“UPREIT”) structure to enable the Company to acquire real property in exchange for limited partnership interests in Operating Partnership from owners who desire to defer taxable gain that would otherwise normally be recognized by them upon the disposition of their real property or transfer of their real property to the Company in exchange for shares of common stock or cash. As part of the Company’s initial capitalization, 8,000 shares of common stock were sold for $200,000 to MVP Capital Partners II, LLC (the “Sponsor”), the Company’s sponsor. The Sponsor is owned 60% by Vestin Realty Mortgage II, Inc. (“VRM II”), and 40% by Vestin Realty Mortgage I, Inc. (“VRM I”). Both VRM II and VRM I are Maryland corporations which trade on the OTC pink sheets and were managed by Vestin Mortgage, LLC, a Nevada limited liability company wholly owned by Michael Shustek (“Vestin Mortgage”), prior to being internalized in January 2018. The Company’s advisor is MVP Realty Advisors, LLC, dba The Parking REIT Advisors (the “Advisor”), a Nevada limited liability company, which is owned 60% by VRM II and 40% by VRM I. The Advisor is responsible for managing the Company’s affairs on a day-to-day basis and for identifying and making investments on the Company’s behalf pursuant to a second amended and restated advisory agreement between the Company and the Advisor (the “Amended and Restated Advisory Agreement”), which became effective upon consummation of the Merger (as such term is defined below). As of July 12, 2018, the Company had no paid employees. As previously disclosed, the Company’s board of directors unanimously authorized a suspension of cash distributions and stock dividends to holders of common stock, effective as of March 22, 2018. The Company is focused on preserving capital in order to maintain sufficient liquidity to continue to operate the business and maintain compliance with debt covenants, including minimum liquidity covenants and to seek to enhance value for stockholders through potential future acquisitions. The Company expects that cash retained by the suspension of cash distributions will allow the Company to continue to pursue investment opportunities while also preparing for a possible liquidity event in the future. The Conpany’s board will continue to evaluate the Company’s performance and expects to assess the Company’s distribution policy quarterly. There can be no assurance that the Company will resume payment of distributions to common stockholders at any time in the future, that any acquisitions will be completed on an attractive basis, or at all, or that any liquidity event will occur or when such event may occur. From inception through March 31, 2018 , the Company has paid approximately $3.8 million in distributions, including issuing 83,437 shares of its common stock as DRIP shares, issuing 153,827 shares of its common stock as dividend in distributions to the Company’s common stockholders, all of which have been paid from offering proceeds and constituted a return of capital. If the Company resumes the payment of distributions, the Company may continue to pay distributions from sources other than cash flow from operations, including proceeds from the Common Stock Offering and other stock sales, the sale of assets or borrowings. The Company has no limits on the amounts it may pay from such sources. If the Company continues to pay distributions from sources other than cash flow from operations, the funds available to the Company for investments would be reduced and the share value may be diluted. On May 26, 2017, the Company, MVP REIT, Inc., a Maryland corporation (“MVP I”), MVP Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub”), and the Advisor entered into an agreement and plan of merger (the “Merger Agreement”), pursuant to which MVP I would merge with and into Merger Sub (the “Merger”). On December 15, 2017, the Merger was consummated. Following the Merger, the Company contributed 100% of its equity interests in Merger Sub to the Operating Partnership. The Company owns substantially all of its assets and conducts substantially all of its operations through the Operating Partnership and is advised by the Advisor. At the effective time of the Merger, each share of MVP I common stock, par value $0.001 per share, that was issued and outstanding immediately prior to the Merger (the “MVP I Common Stock”), was converted into the right to receive 0.365 shares of Company common stock. A total of approximately 3.9 million shares of Company common stock were issued to former MVP I stockholders, and former MVP I stockholders, following the Merger, own approximately 59.7% of the Company's common stock. The Company was subsequently renamed "The Parking REIT, Inc." as set forth in the articles of amendment in connection with the Merger. The Company was subsequently renamed "The Parking REIT, Inc." as set forth in the articles of amendment in connection with the Merger. Capitalization As of March 31, 2018, the Company had 6,568,378 shares of common stock issued and outstanding. As of December 31, 2016, the Company ceased all selling efforts for the Common Stock Offering of its common stock. The Company accepted additional subscriptions through March 31, 2017, the last day of the Common Stock Offering. In connection with its formation, the Company sold 8,000 shares of common stock to the Sponsor for $200,000. On October 27, 2016, the Company filed with the State Department of Assessments and Taxation of Maryland Articles Supplementary to the charter of the Company classifying and designating 50,000 shares of Series A Convertible Redeemable Preferred Stock, par value $0.0001 per share (the “Series A”). The Company commenced a private placement of the shares of Series A, together with warrants to acquire the Company’s common stock, to accredited investors on November 1, 2016 and closed the offering on March 24, 2017. The Company raised approximately $2.5 million, net of offering costs, in the Series A private placement and has 2,862 Series A shares issued and outstanding. On March 29, 2017, the Company filed with the State Department of Assessments and Taxation of Maryland Articles Supplementary to the charter of the Company classifying and designating 97,000 shares of its authorized capital stock as shares of Series 1 Convertible Redeemable Preferred Stock par value $0.0001 per share (the “Series 1”). On April 7, 2017, the Company commenced a private placement of shares of Series 1, together with warrants to acquire the Company’s common stock to accredited investors. As of March 31, 2018, the Company had raised approximately $36.0 million, net of offering costs, in the Series 1 private placements and had 39,811 Series 1 shares issued and outstanding. On January 31, 2018, the Company closed the Series 1 preferred offering. As previously disclosed in its annual report, to comply with the Company’s amended credit agreement, the Company will redeem all of the outstanding shares of the Series A preferred stock and Series 1 preferred stock and pay the entire redemption price in the form of shares of the Company common stock, within 30 days after the completion of the listing of the Company’s common stock on a national securities exchange. the Company intends to file a listing application by July 31, 2018 and complete the listing by September 30, 2018, although no assurances can be given that a listing will be completed within such timeframe or at all. If the Company resumes the payment of distributions, stockholders may elect to reinvest distributions received from the Company in common shares by participating in the Company’s DRIP. Stockholders may enroll in the DRIP by completing the distribution change form. Stockholders may also withdraw at any time, without penalty, by delivering written notice to the Company. Initially participants will acquire DRIP shares at a fixed price of $25.00 per share until (i) all such shares registered in the Common Stock Offering are issued, (ii) the Common Stock Offering terminates and the Company elects to deregister any unsold shares under the DRIP, or (iii) the Company’s board decides to change the purchase price for DRIP shares or terminate the DRIP for any reason. Commencing on May 29, 2018 (the “Valuation Date”), which was 150 days following the second anniversary of the date on which the minimum offering requirement in the Common Stock Offering was satisfied, the purchase price for the DRIP shares will be equal to the Company’s net asset value (“NAV”) per common share if the DRIP is ongoing. The Company announced an NAV of $24.61 per common share effective as of May 29, 2018. The Company will update the NAV per share at least annually following the Valuation Date, provided the Company is not listed, and further adjust the per share price in the Company's DRIP accordingly. The Company has registered $50,000,000 in shares for issuance under the DRIP. The Company may amend, suspend or terminate the DRIP for any reason, except that the Company may not amend the DRIP to eliminate a participant’s ability to withdraw from the DRIP, without first providing 10 days prior written notice to participants. In addition, the Company has a Share Repurchase Program (“SRP”) that may provide stockholders who generally have held their shares for at least two years an opportunity to sell their shares to the Company, subject to certain restrictions and limitations. Prior to the date that the Company establishes an estimated value per share of common stock, the purchase price will be 95.0% of the purchase price paid for the shares if redeemed at any time between the second and third anniversaries of the purchase date, and 97.0% of the purchase price paid if redeemed after the third anniversary. After the Company establishes an estimated NAV per share of common stock, the purchase price will be 95.0% of the NAV per share for the shares if redeemed at any time between the second and third anniversaries of the purchase date, 97.0% of the NAV per share if redeemed at any time between the third and fifth anniversaries, and 100.0% of the NAV per share if redeemed after the fifth anniversary. On February 7, 2018, the Company filed a Current Report on Form 8-K stating that the board of directors has determined that the Merger and the issuance of the Company’s common stock as consideration for the Merger qualifies as an involuntary exigent circumstance under the SRP. As a result, shares of common stock that, when combined with the holding period of the related MVP I Common Stock, have been held for the Two-Year Holding Period (as such term is defined in the SRP), are eligible to participate in the SRP subject to the other requirements and limitations of the SRP. In addition, the issuance date for any shares of MVP I Common Stock issued pursuant to the MVP REIT, Inc. Distribution Reinvestment Plan shall be deemed to be the same date as the issuance of the shares of MVP I Common Stock to which such shares relate. On May 29, 2018 the Company’s Board of Directors suspended its SRP, other than for repurchases in connection with a shareholder’s death. In accordance with the SRP, the suspension of the SRP became effective on June 28, 2018, which is 30 days after the filing date of the Form 8-K providing notice of the suspension. The Company plans to utilize the cash savings to further its business operations. The number of shares to be repurchased during a calendar quarter is limited to the lesser of: (i) 5.0% of the weighted average number of shares of common stock outstanding during the prior calendar year, and (ii) those repurchases that can be funded from the net proceeds of the sale of shares under the DRIP in the prior calendar year plus such additional funds as may be reserved for that purpose by the Company’s board of directors; provided however, that the above volume limitations shall not apply to repurchases requested in connection with the death or qualifying disability of a stockholder. The board of directors may also limit the amounts available for repurchase at any time at its sole discretion. Redemption requests other than those made in connection with the death or disability (as defined in the Code) of a stockholder will continue to be repurchased as of March 31 st th th st For the three months ended March 31, 2018, 7,636 shares had been redeemed. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note B — Summary of Significant Accounting Policies Basis of Accounting The accompanying unaudited condensed consolidated financial statements of the Company are prepared by management on the accrual basis of accounting and in accordance with principles generally accepted in the United States of America (“GAAP”) for interim financial information as contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), and in conjunction with rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited condensed consolidated financial statements include accounts and related adjustments, which are, in the opinion of management, of a normal recurring nature and necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim period. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The condensed consolidated balance sheet as of December 31, 2017 contained herein has been derived from the audited financial statements as of December 31, 2017, but does not include all disclosures required by GAAP. Consolidation The Company’s consolidated financial statements include its accounts, the accounts of the Company’s assets that were sold during 2017, the accounts of its subsidiaries, Operating Partnership and all of the following subsidiaries. All intercompany profits and losses, balances and transactions are eliminated in consolidation. MVP PF Ft. Lauderdale 2013, LLC MVP Milwaukee Arena Lot, LLC MVP PF Kansas City 2013, LLC MVP Clarksburg Lot, LLC MVP PF Memphis Poplar 2013, LLC MVP Denver Sherman 1935, LLC MVP PF Memphis Court 2013, LLC MVP Bridgeport Fairfield Garage, LLC MVP PF St. Louis 2013, LLC West 9 th Mabley Place Garage, LLC MVP San Jose 88 Garage, LLC MVP Denver Sherman, LLC MCI 1372 Street, LLC MVP Fort Worth Taylor, LLC MVP Cincinnati Race Street, LLC MVP Milwaukee Old World, LLC MVP St. Louis Washington, LLC MVP St. Louis Convention Plaza, LLC MVP St. Paul Holiday Garage, LLC MVP Houston Saks Garage, LLC MVP Louisville Station Broadway, LLC MVP St. Louis Lucas, LLC White Front Garage Partners, LLC MVP Milwaukee Wells, LLC Cleveland Lincoln Garage, LLC MVP Wildwood NJ Lot, LLC MVP Houston Preston, LLC MVP Indianapolis City Park, LLC MVP Houston San Jacinto Lot, LLC MVP KC Cherry Lot, LLC MVP Detroit Center Garage, LLC MVP Indianapolis WA Street Lot, LLC St Louis Broadway, LLC Minneapolis City Parking, LLC St Louis Seventh & Cerre, LLC MVP Minneapolis Venture, LLC MVP Preferred Parking, LLC MVP Indianapolis Meridian Lot, LLC MVP Raider Park Garage, LLC MVP Milwaukee Clybourn, LLC MVP New Orleans Rampart, LLC Under GAAP, the Company’s consolidated financial statements will also include the accounts of its consolidated subsidiaries and joint ventures in which the Company is the primary beneficiary, or in which the Company has a controlling interest. In determining whether the Company has a controlling interest in a joint venture and the requirement to consolidate the accounts of that entity, the Company’s management considers factors such as an entity’s purpose and design and the Company’s ability to direct the activities of the entity that most significantly impacts the entity’s economic performance, ownership interest, board representation, management representation, authority to make decisions and contractual and substantive participating rights of the partners/members as well as whether the entity is a variable interest entity in which it will absorb the majority of the entity’s expected losses, if they occur, or receive the majority of the expected residual returns, if they occur, or both. Equity investments in which the Company exercises significant influence but does not control and is not the primary beneficiary are accounted for using the equity method. The Company's share of its equity method investees' earnings or losses is included in other income in the accompanying consolidated statements of operations. Investments in which the Company is not able to exercise significant influence over the investee are accounted for under the cost method. 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 disclosure 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. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, and derivative financial instruments and hedging activities, as applicable. Concentration The Company had fifteen parking tenants as of March 31, 2018 and nine parking tenants as of March 31, 2017. One tenant, SP Plus Corporation (Nasdaq: SP) (“SP+”), represented 55.8% and 47.4% of the Company’s base parking rental revenue for the three months ended March 31, 2018 and 2017, respectively. SP+ is one of the largest providers of parking management in the United States. As of March 31, 2018, SP+ managed approximately 3,600 locations in North America. Below is a table that summarizes parking rent by tenant: For The Three Months Ended March 31, Parking Tenant 2018 2017 SP + 55.8% 47.4% iPark Services 13.6% 4.3% ABM** 6.1% 6.0% ISOM Mgmt 4.3% -- Premier Parking 3.8% 8.5% Interstate Parking 2.9% 6.5% Denison 2.5% -- Lanier** 2.4% 1.8% St. Louis Parking 2.2% 3.3% 342 N. Rampart 2.0% -- PCAM, LLC 1.5% -- BEST PARK 1.5% -- Riverside Parking 1.1% 2.4% Denver School 0.2% -- Secure 0.1% -- Miller Parking* -- 19.8% * Revenue for Miller parking represents a settlement received by MVP Detroit Center Garage, LLC of approximately $408,000 for the operations of the garage through January 2017, at which time SP+ assumed operations under a longer-term lease agreement. ** Through February 28, 2017, MVP San Jose 88 Garage, LLC was subject to a parking management agreement with ABM and received revenue of $110,000. Starting on March 1, 2017, this property was leased to Lanier Parking Solutions. In addition, the Company had concentrations in various cities based on parking rental revenue for the three months ended March 31, 2018 and 2017, as well as concentrations in various cities based on the real estate the Company owned as of March 31, 2018 and 2017. The below tables summarize this information by city. City Concentration for Parking Rental Revenue For The Three Months Ended March 31, 2018 2017 Detroit 18.5% 48.9% Houston 13.6% 4.3% Fort Worth 8.3% -- Cincinnati 7.8% 4.0% Indianapolis 6.6% -- St. Louis 6.6% 5.3% Cleveland 5.5% 12.3% Lubbock 4.3% -- Minneapolis 4.3% -- Nashville 3.8% 8.5% Milwaukee 3.6% -- St Paul 2.9% 6.5% San Jose 2.4% 7.2% Bridgeport 2.1% -- New Orleans 2.0% -- Canton 1.8% 0.6% Memphis 1.6% -- Louisville 1.1% 2.4% Kansas City 0.9% -- Denver 0.8% -- Ft. Lauderdale 0.8% -- Wildwood 0.4% -- Clarksburg 0.3% -- Real Estate Investment Concentration by City As of March 31, 2018 2017 Detroit 18.2% 21.2% Houston 12.4% 6.3% Fort Worth 9.1% 10.6% Cincinnati 8.9% 9.9% St Louis 6.8% 7.9% Indianapolis 6.0% 7.0% Cleveland 5.7% 6.2% Minneapolis 5.4% 6.3% Milwaukee 3.9% 4.6% Nashville 3.8% 4.4% Lubbock 3.6% 0.0% St Paul 2.8% 3.1% Bridgeport 2.7% 3.2% New Orleans 2.7% 0.0% Memphis 1.6% 1.9% San Jose 1.3% 1.4% Fort Lauderdale 1.1% 1.3% Denver 1.1% 1.2% Louisville 1.0% 1.2% Kansas City 0.9% 1.1% Wildwood 0.6% 0.6% Clarksburg 0.2% 0.3% Canton 0.2% 0.3% Acquisitions The Company records the acquired tangible and intangible assets and assumed liabilities of acquisitions of all operating properties and those development and redevelopment opportunities that meet the accounting criteria to be accounted for as business combinations at fair value at the acquisition date. The Company assesses and considers fair value based on estimated cash flow projections that utilize available market information and discount and/or capitalization rates that the Company deems appropriate. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. The acquired assets and assumed liabilities for an operating property acquisition generally include but are not limited to: land, buildings and improvements, construction in progress and identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market operating leases and ground leases, acquired in-place lease values and tenant relationships, if any. Costs directly associated with all operating property acquisitions and those development and redevelopment acquisitions that meet the accounting criteria to be accounted for as business combinations are expensed as incurred within operating expenses in the consolidated statement of operations. Impairment of Long Lived Assets When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists, due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net income. Cash The Company maintains the majority of its cash at KeyBank. The balances are insured by the Federal Deposit Insurance Corporation under the same ownership category of $250,000. As of March 31, 2018 and as of December 31, 2017, the Company had $0.8 million and $5.6 million, respectively, in excess of the federally-insured limits. As of March 31, 2018, the Company has not experienced any losses on cash deposits. Restricted Cash Restricted cash primarily consists of escrowed tenant improvement funds, real estate taxes, capital improvement funds, insurance premiums and other amounts required to be escrowed pursuant to loan agreements. Revenue Recognition The Company's revenues, which are derived primarily from rental income, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. Since many of the Company's leases will provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable, and include in revenues, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. Percentage rents will be recorded when earned and certain thresholds have been met. The Company will continually review receivables related to rent and unbilled rent receivables and determine collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, the Company will record an increase in the Company's allowance for uncollectible accounts or record a direct write-off of the receivable after exhaustive efforts at collection. Advertising Costs Advertising costs incurred in the normal course of operations and are expensed as incurred. During the three months ended March 31, 2018 and 2017, the Company had no advertising costs. Investments in Real Estate and Fixed Assets Investments in real estate and fixed assets are stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which are primarily 3 to 40 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income (expense). The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability. Purchase Price Allocation The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets acquired based on their respective fair values. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings and fixtures are based on cost segregation studies performed by independent third parties or on the Company's analysis of comparable properties in the Company's portfolio. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates, the value of in-place leases, and the value of customer relationships, as applicable. The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. Factors considered by the Company in its analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company will include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up period. Estimates of costs to execute similar leases including leasing commissions, legal and other related expenses are also utilized. Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market lease intangibles are amortized as a decrease to rental income over the remaining term of the lease. The capitalized below-market lease values will be amortized as an increase to rental income over the remaining term and any fixed rate renewal periods provided within the respective leases. In determining the amortization period for below-market lease intangibles, the Company initially will consider, and periodically evaluate on a quarterly basis, the likelihood that a lessee will execute the renewal option. The likelihood that a lessee will execute the renewal option is determined by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. The aggregate value of intangible assets related to customer relationship, as applicable, is measured based on the Company's evaluation of the specific characteristics of each tenant’s lease and the Company's overall relationship with the tenant. Characteristics considered by the Company in determining these values include the nature and extent of its existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. The value of in-place leases is amortized to expense over the initial term of the respective leases. The value of customer relationship intangibles is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense. In making estimates of fair values for purposes of allocating purchase price, the Company will utilize a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company will also consider information obtained about each property as a result of the Company's pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. Organization, Offering and Related Costs Certain organization and offering costs will be incurred by the Advisor. Pursuant to the terms of the Amended and Restated Advisory Agreement, the Company will not reimburse the Advisor for these out of pocket costs and future organization and offering costs it may incur. Such costs shall include legal, accounting, printing and other offering expenses, including marketing, and direct expenses of the Advisor’s employees and employees of the Advisor’s affiliates and others. All direct offering costs incurred and or paid by the Company that are directly attributable to a proposed or actual offering, including sales commissions, if any, were charged against the gross proceeds of the Common Stock Offering and recorded as an offset to additional paid-in-capital. All indirect costs will be expensed as incurred. Stock-Based Compensation The Company has a stock-based incentive award plan, which is accounted for under the guidance for share based payments. The expense for such awards will be included in general and administrative expenses and is recognized over the vesting period or when the requirements for exercise of the award have been met (See Note G — Stock-Based Compensation). Income Taxes The Company has been organized and conducts its operations to qualify as a REIT under Sections 856 to 860 of the Code. The Company expects to qualify as a REIT commencing with the taxable year ending December 31, 2017. A REIT is generally not subject to federal income tax on that portion of its REIT taxable income, which is distributed to its stockholders, provided that at least 90% of such taxable income is distributed and provided that certain other requirements are met. The Company’s REIT taxable income may substantially exceed or be less than the Company’s net income as determined based on GAAP because differences in GAAP and taxable net income consist primarily of allowances for loan losses or doubtful account, write-downs on real estate held for sale, amortization of deferred financing cost, capital gains and losses and deferred income. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained on audit, including resolutions of any related appeals or litigation process, based on the technical merits. Based on the Company’s evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition on the financial statements. The net income tax provision for the year ended December 31, 2017 was approximately zero. Per Share Data The Company calculates basic income (loss) per share by dividing net income (loss) for the period by weighted-average shares of its common stock outstanding for the respective period. Diluted income per share takes into account the effect of dilutive instruments, such as stock options and convertible stock, but uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted-average number of shares outstanding. The Company had no outstanding common share equivalents during the three months ended March 31, 2018 and 2017. There is a potential for dilution from the Company’s Series A Convertible Redeemable Preferred Stock which may be converted into the Company’s common stock at any time beginning upon the earlier of (i) 90 days after the occurrence of a listing event or (ii) the second anniversary of the final closing of the offering (whether or not a listing event has occurred). As of March 31, 2018, there were 2,862 shares of the Series A Convertible Redeemable Preferred Stock issued and outstanding. There is a potential for dilution from the Company’s Series 1 Convertible Redeemable Preferred Stock which may be converted into the Company’s common stock at any time beginning upon the earlier of (i) 45 days after the occurrence of a listing event or (ii) April 7, 2019 (whether or not a listing event has occurred). As of March 31, 2018, there were 39,811 shares of the Series 1 Convertible Redeemable Preferred Stock issued and outstanding. Each share of Series A preferred stock and Series 1 preferred stock will convert into the number of shares of the Company’s common stock determined by dividing (i) the stated value per Series A share or Series 1 share of $1,000 (as may be adjusted pursuant to the applicable articles supplementary) plus any accrued but unpaid dividends to, but not including, the conversion date by (ii) the conversion price. The conversion price is equal to 100% or, if the conversion notice is received before December 1, 2017 (for Series 1 shares) or on or prior to the day immediately preceding the first anniversary of the issuance of such share (for Series A shares), 110% of the volume weighted average price per share of the Company’s common stock for the 20 trading days prior to the delivery date of the conversion notice; provided that if the Company’s common stock is not then traded on a national securities exchange, the conversion price will be equal to the net asset value per share of the Company’s common stock. The Company will have the right (but not the obligation) to redeem any Series A or Series 1 shares that are subject to a conversion notice on the terms set forth in the applicable articles supplementary. There is also potential for dilution from the Company’s redemption of all of the outstanding shares of the Series A preferred stock and Series 1 preferred stock and payment of the entire redemption price in the form of shares of the Company’s common stock, within 30 days after the completion of the listing of the Company’s common stock on a national securities exchange, as further described in “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations – Liquidity and Capital Resources.” Reportable Segments The Company currently operates one reportable segment. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Accounting and Auditing Standards Applicable to “Emerging Growth Companies” The Company is an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For as long as the Company remains an “emerging growth company,” which may be up to five fiscal years, the Company is not required to (1) comply with any new or revised financial accounting standards that have different effective dates for public and private companies until those standards would otherwise apply to private companies, (2) provide an auditor’s attestation report on management’s assessment of the effectiveness of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (3) comply with any new requirements adopted by the Public Company Accounting Oversight Board (the “PCAOB”), requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer or (4) comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise. The Company intends to take advantage of such extended transition period. Since the Company will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, the Company’s financial statements may not be comparable to the financial statements of companies that comply with public company effective dates. If the Company were to subsequently elect to instead comply with these public company effective dates, such election would be irrevocable pursuant to Section 107 of the JOBS Act. Share Repurchase Program The Company has a Share Repurchase Program (the “SRP”) that enables stockholders to sell their shares to the Company. Under the SRP, stockholders may request that the Company redeem all or any portion, subject to certain minimum conditions described below, if such repurchase does not impair the Company's capital or operations. On May 29, 2018, the Company announced that the Company’s Board of Directors suspended the SRP, other than for repurchases in connection with a shareholder’s death, as further described below. Prior to the time that the Company’s shares are listed on a national securities exchange, the repurchase price per share will depend on the length of time investors have held such shares as follows: no repurchases for the first two years unless shares are being repurchased in connection with a stockholder’s death or disability (as defined in the Code). Repurchase requests made in connection with the death or disability of a stockholder will be repurchased at a price per share equal to 100% of the amount the stockholder paid for each share, or once the Company has established an estimated NAV per share, 100% of such amount as determined by the Company’s board of directors, subject to any special distributions previously made to the Company’s stockholders. With respect to all other repurchases, prior to the date that the Company establishes an estimated value per share of common stock, the purchase price will be 95.0% of the purchase price paid for the shares, if redeemed at any time between the second and third anniversaries of the purchase date, and 97.0% of the purchase price paid if redeemed after the third anniversary. After the Company establishes an estimated NAV per share of common stock, the purchase price will be 95.0% of the NAV per share for the shares, if redeemed at any time between the second and third anniversaries of the purchase date, 97.0% of the NAV per share if redeemed at any time between the third and fifth anniversaries, and 100.0% of the NAV per share if redeemed after the fifth anniversary. In the event that the Company does not have sufficient funds available to repurchase all of the shares for which repurchase requests have been submitted in any quarter, the Company will repurchase the shares on a pro rata basis on the repurchase date. The SRP will be terminated if the Company’s shares become listed for trading on a national securities exchange or if the Company’s board of directors determines that it is in the Company’s best interest to terminate the SRP. As further described in the section entitled “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations – Liquidity and Capital Resources,” the Company intends to file a listing application by July 31, 2018 and complete the listing by September 30, 2018, although no assurances can be given that a listing will be completed within such timeframe or at all. On May 29, 2018, the Company established a NAV equal to $24.61 per common share. The Company is not obligated to repurchase shares of common stock under the share repurchase program. The number of shares to be repurchased during the calendar quarter is limited to the lesser of: (i) 5% of the weighted average number of shares outstanding during the prior calendar year, and (ii) those repurchases that could be funded from the net proceeds of the sale of shares under the DRIP in the prior calendar year plus such additional funds as may be reserved for that purpose by the Company’s board of directors; provided, however, that the above volume limitations shall not apply to repurchases requested in connection with the death or qualifying disability of a stockholder. Because of these limitations, the Company cannot guarantee that the Company will be able to accommodate all repurchase requests. The Company will repurchase shares as of March 31st, June 30th, September 30th and December 31st of each year. Each stockholder whose repurchase request is approved will receive the repurchase payment approximately 30 days following the end of the applicable quarter, effective as of the last day of such quarter. The Company refers to the last day of such quarter as the repurchase date. If funds available for the Company’s share repurchase program are not sufficient to accommodate all requests, shares will be repurchased as follows: (i) first, repurchases due to the death of a stockholder, on the basis of the date of the request for repurchase; (ii) next, in the discretion of the Company’s board of directors, repurchases because of other involuntary exigent circumstances, such as bankruptcy; (iii) next, repurchases of shares held by stockholders subject to a mandatory distribution requirement under the stockholder’s IRA; and (iv) finally, all other repurchase requests based upon the postmark of receipt. If the Stockholder’s repurchase request is not honored during a repurchase period, the Stockholder will be required to resubmit the request to have it considered in a subsequent repurchase period. On October 27, 2016, the Company filed a Current Report on Form 8-K announcing, among other things, an amendment to the SRP providing for participation in the SRP by any holder of the Company's Series A Convertible Redeemable Preferred Stock, or any future board-authorized series or class of preferred stock that is convertible into common stock of the Company. Under the amendment, which became effective on November 26, 2016, a preferred stockholder may participate in the SRP by converting its preferred stock into common stock of the Company and submitting such common shares for repurchase. The time period, for purposes of determining how long such stockholder has held the common shares submitted for repurchase, begins as of the date such preferred stockholder acquired the underlying preferred shares that were converted into common shares and submitted for repurchase. The board of directors may, in its sole discretion, terminate, suspend or further amend the share repurchase program upon 30 days’ written notice without stockholder approval if it determines that the funds available to fund the share repurchase program are needed for other business or operational purposes or that amendme |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note C — Commitments and Contingencies Litigation The nature of the Company’s business exposes its properties, the Company and its Operating Partnership to the risk of claims and litigation in the normal course of business. Other than routine litigation arising out of the ordinary course of business, the Company is not presently subject to any material litigation nor, to its knowledge, is any material litigation threatened against the Company. Environmental Matters In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. During the Company’s due diligence of a property, purchased on December 15, 2017 and located in Milwaukee, it was discovered that the soil and ground water at the subject property had been impacted by the site’s historical use as a printing press as well as neighboring property uses. As a result, the Company retained a local environmental engineer to seek a closure letter or similar certificate of no further action from the State of Wisconsin due to the Company’s use of the property as a parking lot. As of March 31, 2018, management does not anticipate a material adverse effect related to this environmental matter. As of March 31, 2018, the Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations. The Company, however, cannot predict the impact of any unforeseen environmental contingencies or new or changed laws or regulations on properties in which the Company holds an interest, or on properties that may be acquired directly or indirectly in the future. |
Investments in Real Estate and
Investments in Real Estate and Fixed Assets | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate [Abstract] | |
Investments in Real Estate | Note D – Investments in Real Estate and Fixed Assets As of March 31, 2018, the Company had the following Investments in Real Estate that were consolidated on the Company’s balance sheet: Property Name Location Date Acquired Property Type # Spaces Property Size (Acres) Retail Sq. Ft Investment Amount Parking Tenant MVP Cleveland West 9th (1) Cleveland, OH 5/11/2016 Lot 260 2.0 N/A $5,823,000 SP + 33740 Crown Colony (1) Cleveland, OH 5/17/2016 Lot 82 0.54 N/A $3,049,000 SP + MVP San Jose 88 Garage San Jose, CA 6/15/2016 Garage 328 1.33 N/A $3,825,000 Lanier MCI 1372 Street Canton, OH 7/8/2016 Lot 66 0.44 N/A $700,000 ABM MVP Cincinnati Race Street Garage Cincinnati, OH 7/8/2016 Garage 350 0.63 N/A $5,558,000 SP + MVP St. Louis Washington St Louis, MO 7/18/2016 Lot 63 0.39 N/A $3,000,000 SP + MVP St. Paul Holiday Garage St Paul, MN 8/12/2016 Garage 285 0.85 N/A $8,396,000 Interstate Parking MVP Louisville Station Broadway Louisville, KY 8/23/2016 Lot 165 1.25 N/A $3,107,000 Riverside Parking White Front Garage Partners Nashville, TN 9/30/2016 Garage 155 0.26 N/A $11,673,000 Premier Parking Cleveland Lincoln Garage Owners Cleveland, OH 10/19/2016 Garage 536 1.14 45,272 $7,406,000 SP + MVP Houston Preston Lot Houston, TX 11/22/2016 Lot 46 0.23 N/A $2,820,000 iPark Services MVP Houston San Jacinto Lot Houston, TX 11/22/2016 Lot 85 0.65 240 $3,250,000 iPark Services (Table continued) MVP Detroit Center Garage Detroit, MI 2/1/2017 Garage 1,275 1.28 N/A $55,307,000 SP + St. Louis Broadway St Louis, MO 5/6/2017 Lot 161 0.96 N/A $2,400,000 St. Louis Parking St. Louis Seventh & Cerre St Louis, MO 5/6/2017 Lot 174 1.06 N/A $3,300,000 St. Louis Parking MVP Preferred Parking Houston, TX 8/1/2017 Garage 500 0.75 784 $20,500,000 iPark Services MVP Raider Park Garage Lubbock, TX 11/21/2017 Garage 1,495 2.15 20,536 $11,030,000 ISOM Management MVP PF Ft. Lauderdale Ft. Lauderdale, FL 12/15/2017 Lot 66 0.75 4,017 $3,423,000 SP + MVP PF Kansas City Kansas City, MO 12/15/2017 Lot 164 1.18 N/A $1,812,000 SP + MVP PF Memphis Poplar Memphis, TN 12/15/2017 Lot 125 0.86 N/A $3,735,000 Best Park MVP PF Memphis Court Memphis, TN 12/15/2017 Lot 37 0.41 N/A $1,208,000 SP + MVP PF St. Louis St Louis, MO 12/15/2017 Lot 179 1.22 N/A $5,145,000 SP + Mabley Place Garage (2) Cincinnati, OH 12/15/2017 Garage 775 0.9 8,400 $21,182,000 SP + MVP Denver Sherman Denver, CO 12/15/2017 Lot 28 0.14 N/A $705,000 Denver School MVP Fort Worth Taylor Fort Worth, TX 12/15/2017 Garage 1,013 1.18 11,828 $27,662,000 SP + MVP Milwaukee Old World Milwaukee, WI 12/15/2017 Lot 54 0.26 N/A $2,043,000 SP + MVP St. Louis Convention Plaza St. Louis, MO 12/15/2017 Lot 221 1.26 N/A $3,091,000 SP + MVP Houston Saks Garage Houston, TX 12/15/2017 Garage 265 0.36 5,000 $10,391,000 iPark Services MVP St. Louis Lucas St. Louis, MO 12/15/2017 Lot 202 1.07 N/A $3,695,000 SP + MVP Milwaukee Wells Milwaukee, WI 12/15/2017 Lot 100 0.95 N/A $4,873,000 PCAM, LLC MVP Wildwood NJ Lot 1 (3) Wildwood, NJ 12/15/2017 Lot 29 0.26 N/A $745,000 SP + MVP Wildwood NJ Lot 2 (3) Wildwood, NJ 12/15/2017 Lot 45 0.31 N/A $886,000 SP+ MVP Indianapolis City Park Indianapolis, IN 12/15/2017 Garage 370 0.47 N/A $10,813,000 ABM MVP KC Cherry Lot Kansas City, MO 12/15/2017 Lot 84 0.6 N/A $987,000 SP + MVP Indianapolis WA Street Indianapolis, IN 12/15/2017 Lot 141 1.07 N/A $5,749,000 Denison Minneapolis City Parking Minneapolis, MN 12/15/2017 Lot 270 1.98 N/A $9,838,000 SP + MVP Indianapolis Meridian Indianapolis, IN 12/15/2017 Lot 36 0.24 N/A $1,601,000 Denison MVP Milwaukee Clybourn Milwaukee, WI 12/15/2017 Lot 15 0.06 N/A $262,000 Secure MVP Milwaukee Arena Lot Milwaukee, WI 12/15/2017 Lot 75 1.11 N/A $4,632,000 SP + MVP Clarksburg Lot Clarksburg, WV 12/15/2017 Lot 94 0.81 N/A $715,000 ABM MVP Denver Sherman 1935 Denver, CO 12/15/2017 Lot 72 0.43 N/A $2,534,000 SP + MVP Bridgeport Fairfield Bridgeport, CT 12/15/2017 Garage 878 1.01 4,349 $8,256,000 SP + MVP New Orleans Rampart New Orleans, LA 2/1/2018 Lot 78 0.44 N/A $8,105,000 342 N. Rampart Construction in progress $2,004,000 Software $63,000 Total Investment in real estate and fixed assets $297,299,000 (1) th (2) The Company holds an 83.3% undivided interest in the Mabley Place Garage pursuant to a tenancy-in-common agreement and is the Managing Co-Owner of the property. (3) These properties are held by MVP Wildwood NJ Lot, LLC. |
Related Party Transactions and
Related Party Transactions and Arrangements | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Note E — Related Party Transactions and Arrangements The transactions described in this Note were approved by a majority of the Company’s board of directors (including a majority of the independent directors) not otherwise interested in such transaction as fair and reasonable to the Company and on terms and conditions no less favorable to the Company than those available from unaffiliated third parties. Ownership of Company Stock During May 2017, VRM II acquired approximately 35,000 shares of the Company’s common stock from third party investors in exchange for various trust deed investments. During the three months ending March 31, 2018 and 2017, VRM II received approximately $33,000 and $8,000, respectively, in distributions in accordance with the Company’s DRIP program. During November 2017, Corporate Center Sunset Holdings, an entity owned by VRM I and VRM II, acquired 1,039,620 shares pursuant to a membership purchase agreement unrelated to the Company. As of March 31, 2018 Corporate Center Sunset Holdings had distributed all acquired shares to VRM I and VRM II. As of March 31, 2018, the Sponsor owned 9,108 shares, VRM I owned 136,834 shares and VRM II owned 364,960 shares of the Company’s outstanding common stock. Ownership of MVP I Prior to the Merger, the Company held 476,784 shares of MVP I common stock. Upon completion of the Merger, these shares were retired. During the the three months ended March 31, 2017, MVP I paid the Company approximately $52,000 in stock distributions. In addition, the Company received 5,674 shares of MVP I Common Stock in accordance with its DRIP program. Ownership of the Advisor VRM I and VRM II own 40% and 60%, respectively, of the Advisor. Neither VRM I nor VRM II paid any up-front consideration for these ownership interests, but each agreed to be responsible for its proportionate share of future expenses of the Advisor. The operating agreement of the Advisor provides that once VRM I and VRM II have been repaid in full for any capital contributions to the Advisor or for any expenses advanced on the Advisor’s behalf, or capital investment, and once they have received an annualized return on their capital investment of 7.5%, then Michael Shustek will receive 40% of the net profits of the Advisor. Fees Paid in Connection with the Offering – Preferred Stock In connection with the private placement of the Series A and Series 1 preferred stock, the Company may pay selling commissions of up to 6.0% of gross offering proceeds from the sale of shares in the private placements, including sales by affiliated and non-affiliated selling agents. During the three months ended March 31, 2018, the Company paid approximately $0.8 million in selling commissions, of which $0.2 million were paid to affiliated selling agents. The Company Fees Paid in Connection with the Operations of the Company Starting on December 15, 2017, in connection with the Merger, all of the following fees were terminated except for a 1.1% asset management fee. Prior to the Merger, the Advisor or its affiliates received an acquisition fee of 2.25% of the purchase price of any real estate provided, however, the Company did not pay any fees when acquiring loans from affiliates. In accordance with the amended and restated advisory agreement there were zero acquisition fees for the three months ended March 31, 2018. During the three months ended March 31, 2017, approximately $1.1 million in acquisition fees had been earned by the Advisor. The Advisor or its affiliates were entitled to be reimbursed for actual expenses paid or incurred in the investment. During the three months ended March 31, 2018, approximately $0.9 million in expenses were reimbursed to the advisor. During the three months ended March 31, 2017, no such expenses were incurred. Prior to the merger, the Advisor or its affiliates received a monthly asset management fee at an annual rate equal to 1.0% of the cost of all the assets then held by the Company. Currently, the Advisor or its affiliates receives a rate equal to 1.1% of the cost of all assets held by the Company, or the Company’s proportionate share thereof in the case of an investment made through a joint venture or other co-ownership arrangement. Prior to the Merger, the Company was to determine the Company’s NAV on a date not later than the Valuation Date. Following the Valuation Date, the asset management fee was based on the value of the Company’s assets rather than their historical cost. Asset management fees for the three months ended March 31, 2018 and 2017 were approximately $0.8 million and $0.2 million, respectively. The Company was to reimburse the Advisor or its affiliates for costs of providing administrative services, subject to the limitation that it will not reimburse the Advisor for any amount by which the Company’s operating expenses, at the end of the four preceding fiscal quarters (commencing after the quarter in which the Company made its first investment), exceed the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income connection with the selection or acquisition of an investment, whether or not the Company ultimately acquires, unless the excess amount is approved by a majority of the Company’s independent directors. The Company was not to reimburse the Advisor for personnel costs in connection with services for which the Advisor received a separate fee, such as an acquisition fee, disposition fee or debt financing fee, or for the salaries and benefits paid to the Company’s executive officers. In addition, the Company was not to reimburse the Advisor for rent or depreciation, utilities, capital equipment or other costs of its own administrative items. During the three months ended March 31, 2018, approximately $0.8 million in operating expenses were incurred by the Company reimbursable to the Advisor. During the three months ended March 31, 2017 no operating expenses had been reimbursed to the Advisor. In connection with the Merger, the previous Advisory Agreement with the Advisor was amended effective upon the consummation of the Merger to eliminate all fees except a 1.1% asset management fee, which will be limited to $2.0 million per year until the combined company: · holds assets with an Appraised Value equal to or in excess of $500,000,000 or, · the Company reports AFFO per share of common stock equal to or greater than the $0.3125 per share for two consecutive quarters, on a fully diluted basis at which time all fees subordinated will be paid. In connection with the Merger and pursuant to the Termination Agreement, at the effective time of the Merger, the previous Advisory Agreement, dated September 25, 2012, as amended, among MVP I and the Advisor was terminated and the Company paid the Advisor an Advisor Acquisition Payment (as such term is defined in the Termination Agreement) of approximately $3.6 million, which was the only fee paid to the Advisor in connection with the Merger. Fees Paid in Connection with the Liquidation or Listing of the Company’s Real Estate Assets Starting on December 15, 2017, in connection with the Merger, all of the following fees were terminated except for a 1.1% asset management fee. For substantial assistance in connection with the sale of investments, as determined by the independent directors, the Company was to pay the Advisor or its affiliate the lesser of (i) 3.0% of the contract sale price of each real estate-related secured loan or other real estate investment or (ii) 50% of the customary commission which would be paid to a third-party broker for the sale of a comparable property. The amount paid, when added to the sums paid to unaffiliated parties, was not to exceed either the customary commission or an amount equal to 6.0% of the contract sales price. The disposition fee was to be paid concurrently with the closing of any such disposition of all or any portion of any asset. During the three months ended March 31, 2018 and 2017, no disposition fees have been earned by the Advisor. After the Company’s stockholders had received a return of their net capital invested and a 6.0% annual cumulative, non-compounded return, then the Advisor was entitled to receive 15.0% of the remaining proceeds. The Company was to pay this subordinated performance fee only upon one of the following events: (i) if the Company’s shares were listed on a national securities exchange; (ii) if the Company’s assets were sold or liquidated; (iii) upon a merger, share exchange, reorganization or other transaction pursuant to which the Company’s investors receive cash or publicly-traded securities in exchange for their shares; or (iv) upon termination of the Company’s advisory agreement. During the three months ended March 31, 2018 and 2017, no subordinated performance fees have been earned by the Advisor. |
Economic Dependency
Economic Dependency | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Economic Dependency | Note F — Economic Dependency Under various agreements, the Company has engaged or will engage the Advisor and its affiliates to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition services, the sale of shares of the Company’s common stock available for issuance, as well as other administrative responsibilities for the Company, including accounting services and investor relations. In addition, the Sponsor paid selling commissions in connection with the sale of the Company’s shares in the Common Stock Offering and the Advisor paid the Company’s organization and offering expenses. As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company may be required to find alternative providers of these services. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note G — Stock-Based Compensation Long-Term Incentive Plan The Company’s board of directors has adopted a long-term incentive plan which the Company may use to attract and retain qualified directors, officers, employees and consultants. The Company’s long-term incentive plan will offer these individuals an opportunity to participate in the Company’s growth through awards in the form of, or based on, the Company’s common stock. The Company currently anticipates that it will not issue awards under the Company’s long-term incentive plan, although it may do so in the future, including possible equity grants to the Company’s independent directors as a form of compensation. The long-term incentive plan authorizes the granting of restricted stock, stock options, stock appreciation rights, restricted or deferred stock units, dividend equivalents, other stock-based awards and cash-based awards to directors, officers, employees and consultants of the Company and the Company’s affiliates selected by the board of directors for participation in the Company’s long-term incentive plan. Stock options granted under the long-term incentive plan will not exceed an amount equal to 10% of the outstanding shares of the Company’s common stock on the date of grant of any such stock options. Stock options may not have an exercise price that is less than the fair market value of a share of the Company’s common stock on the date of grant. The Company’s board of directors or a committee appointed by its board of directors will administer the long-term incentive plan, with sole authority to determine all of the terms and conditions of the awards, including whether the grant, vesting or settlement of awards may be subject to the attainment of one or more performance goals. No awards will be granted under the long-term incentive plan if the grant or vesting of the awards would jeopardize the Company’s status as a REIT under the Code or otherwise violate the ownership and transfer restrictions imposed under its charter. Unless otherwise determined by the Company’s board of directors, no award granted under the long-term incentive plan will be transferable except through the laws of descent and distribution. The Company has authorized and reserved an aggregate maximum number of 500,000 common shares for issuance under the long-term incentive plan. In the event of a transaction between the Company and its stockholders that causes the per-share value of the Company’s common stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering or large nonrecurring cash dividend), the share authorization limits under the long-term incentive plan will be adjusted proportionately and the board of directors will make such adjustments to the long-term incentive plan and awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. In the event of a stock split, a stock dividend or a combination or consolidation of the outstanding shares of common stock into a lesser number of shares, the authorization limits under the long-term incentive plan will automatically be adjusted proportionately and the shares then subject to each award will automatically be adjusted proportionately without any change in the aggregate purchase price. The Company’s board of directors may in its sole discretion at any time determine that all or a portion of a participant’s awards will become fully vested. The board may discriminate among participants or among awards in exercising such discretion. The long-term incentive plan will automatically expire on the tenth anniversary of the date on which it is approved by the board of directors and stockholders, unless extended or earlier terminated by the board of directors. The Company’s board of directors may terminate the long-term incentive plan at any time. The expiration or other termination of the long-term incentive plan will not, without the participant’s consent, have an adverse impact on any award that is outstanding at the time the long-term incentive plan expires or is terminated. The board of directors may amend the long-term incentive plan at any time, but no amendment will adversely affect any award without the participant’s consent and no amendment to the long-term incentive plan will be effective without the approval of the Company’s stockholders if such approval is required by any law, regulation or rule applicable to the long-term incentive plan. During the three months ended March 31, 2018 and 2017, no grants have been made under the long-term incentive plan. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note H – Recent Accounting Pronouncements In May 2014, Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers, Deferral of Effective Date Revenue from Contracts with Customers, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. In February 2016, the FASB issued ASU 2016-02, Leases – (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business In May 2017, the FASB issued Accounting Standards Update ASU 2017-09, Compensation-Stock Compensation: Scope of Stock Compensation Modification Accounting In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Note I – Acquisitions The following table is a summary of the acquisitions for the three months ended March 31, 2018. Property Location Date Acquired Property Type # Spaces Size / Acreage Retail Sq. Ft. Property Purchase Price MVP New Orleans Rampart, LLC New Orleans, LA 2/1/2018 Lot 78 0.44 N/A $8,105,000 The following table is a summary of the allocated acquisition value of all properties acquired by the Company for the . Assets Land and Improvements Building and improvements Total assets acquired MVP New Orleans $ 8,105,000 $ -- $ 8,105,000 * $ 8,105,000 -- $ 8,105,000 *Includes acquisition and closing costs The following table presents the results of operations of the acquired properties for the three months ended March 31, 2018: For The Three Months Ended March 31 , 2018 Total Revenues Net Income 2018 acquisitions $ 93,000 $ 93,000 Pro forma results of the Company The following table of pro forma consolidated results of operations of the Company for the three months ended March 31, 2018 and 2017 and assumes that the acquisitions were completed as of January 1, 2017 For The Three Months Ended March 31 , 2018 2017 Revenues from continuing operations $ 5,138,000 $ 2,164,000 Net income (loss) from continuing operations $ (2,975,000) $ (2,960,000) Net income (loss) from continuing operations per share – basic $ (0.45) $ (1.22) Net income (loss) from continuing operations per share – diluted $ (0.45) $ (1.22) |
Line of Credit
Line of Credit | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Line of Credit | Note J — Line of Credit Credit Agreement On December 29, 2017, the Operating Partnership entered into a Credit Agreement (the “Credit Agreement”) with the lenders party thereto (the “Lenders”), KeyBank as administrative agent (the “Administrative Agent”), and KeyBanc Capital Markets as lead arranger. The Credit Agreement provides for a $50 million senior secured revolving credit facility (the “Revolving Credit Facility”), which consists of a borrowing base revolving credit facility (the “BB Revolving Credit Facility”) and a working capital revolving credit facility (the “WC Revolving Credit Facility”). The Credit Agreement also provides the Operating Partnership with the option to increase the size of the Revolving Credit Facility and/or establish one or more new pari passu term loan facilities (each, a “Term Loan Facility”) up to an aggregate commitment or principal amount of up to $350 million, subject to certain limitations. The BB Revolving Credit Facility and any Term Loan Facility mature on January 3, 2021, with two twelve-month extension options subject to certain conditions set forth in the Credit Agreement, which, if exercised by the Operating Partnership, would extend the maturity date to January 3, 2023. The WC Revolving Credit Facility matures on January 4, 2019, unless earlier terminated by the Operating Partnership. Borrowings under the bear interest at a rate equal to the sum of a Margin (as such term is defined below) plus in the case of base rate loans, in the case of LIBOR rate loans. The Operating Partnership is also required to pay an unused commitment fee to the Lenders in respect of the unutilized commitments with respect to the Revolving Credit Facility at a rate of either 0.25% or 0.20% per annum, depending on the level of usage. Upon converting to a credit rating pricing-based grid, the unused facility fee will no longer apply and the Operating Partnership will be required to pay a facility fee with respect to the Revolving Credit Facility ranging from 0.125% to 0.300% depending on the Operating Partnership’s credit rating. The Operating Partnership must also pay customary letter of credit fees. On June 19, 2018, the Company (as “Guarantor”), the Borrowers and the Lenders entered into an amendment and waiver to the Credit Agreement. Pursuant to the amendment and waiver, the Lenders agreed to waive the Borrowers’ breach of the fixed charge coverage ratio for the period ended March 31, 2018, and the Borrowers’ requirement to comply with the fixed charge coverage ratio for the period ended June 30, 2018 and September 30, 2018, and the Guarantor’s breach of the financial reporting obligations under the credit agreement for the periods ended December 31, 2017 and March 31, 2018. Pursuant to the amendment and waiver, the Lenders, the Borrowers and the Company (as Guarantor) also agreed to the following, among other changes: · the Fixed Charge Coverage Ratio shall not be less than (i) at any time on or prior to June 30, 2019, 1.35:1.00, and (ii) at any time thereafter, 1.60:1.00; · the Lenders shall advance approximately $27.4 million to fund the Borrowers’ acquisition costs of pending property purchases; · the Borrowers shall make mandatory principal payments on the WC Revolving Credit Facility in the amounts and at the times scheduled therein; · the WC Revolving Credit Facility shall be reduced to $16.1 million and the Lenders’ obligations to make WC Revolving Loans shall be terminated; · the Company shall file to list and register its common stock on a recognized exchange in the United States by no later than July 31, 2018, obtain approval of such listing application by August 31, 2018 and complete the listing by September 30, 2018; · the Company shall redeem all of its outstanding Series A and Series 1 preferred stock and pay the entire redemption price in the form of shares of the Company’s common stock (as is permitted by the articles supplementary governing each series of preferred stock), within 30 days after the completion of the listing of its common stock on a national securities exchange; · the Company shall make no cash distributions to its preferred shareholders after the earlier of (i) 30 days after the completion of the public listing or (ii) September 30, 2018; · the collateral under the existing credit facility shall include certain recently purchased properties and Borrowers shall not be entitled to release any collateral prior to the retirement in full of the WC Revolving Credit Facility; and prior to the retirement of the WC Revolving Credit Facility, management fees paid by the Company to the Advisor shall not exceed $200,000 per quarter. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note K — Notes Payable As of March 31, 2018, the principal balances on notes payable are as follows: Property Original Debt Amount Monthly Payment Balance as of 3/31/2018 Lender Term Interest Rate Loan Maturity West 9 th $5,300,000 $30,000 $5,132,000 American National Insurance Co. 10 year 4.50% 11/1/2026 MVP Detroit Center Garage, LLC $31,500,000 $194,000 $30,814,000 Bank of America 10 year 5.52% 2/1/2027 MVP St Louis Washington, LLC (2) $1,380,000 Interest Only $1,380,000 KeyBank 10 year * 4.90% 5/1/2027 St Paul Holiday Garage, LLC (1) $4,132,000 Interest Only $4,132,000 KeyBank 10 year * 4.90% 5/1/2027 Cleveland Lincoln Garage, LLC (1) $3,999,000 Interest Only $3,999,000 KeyBank 10 year * 4.90% 5/1/2027 Louisville Broadway Station, LLC (5) $1,682,000 Interest Only $1,682,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 Whitefront Garage, LLC (2) $6,454,000 Interest Only $6,454,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 MVP Houston Preston Lot, LLC (2) $1,627,000 Interest Only $1,627,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 MVP Houston San Jacinto Lot, LLC (2) $1,820,000 Interest Only $1,820,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 St. Louis Broadway, LLC (2) $1,671,000 Interest Only $1,671,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 St. Louis Seventh & Cerre, LLC (2) $2,057,000 Interest Only $2,057,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 MVP Preferred Parking, LLC (1) $11,330,000 Interest Only $11,330,000 Key Bank 10 year ** 5.02% 8/1/2027 Ft. Lauderdale loan pool (3) $4,300,000 $25,000 3,909,000 KeyBank 5 Year 4.94% 2/1/2019 Mabley Place $9,000,000 $44,000 8,487,000 Barclays 10 year 4.25% 12/6/2024 Denver Sherman (1) $286,000 Interest Only 286,000 KeyBank 10 year ** 4.90% 5/1/2027 Ft. Worth $13,150,000 $73,000 12,759,000 American National Insurance, of NY 10 year 4.50% 12/1/2026 Houston Saks Garage $3,650,000 $20,000 3,425,000 Barclays Bank PLC 10 year 4.25% 8/6/2025 St. Louis Lucas (4) $3,490,000 $20,000 3,325,000 Key Bank 10 year 4.59% 2/1/2026 Indianapolis Garage (5) $8,200,000 $46,000 7,811,000 Key Bank 10 year 4.59% 2/1/2026 Indianapolis Meridian (2) $938,000 Interest Only 938,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 MVP Milwaukee Arena Lot, LLC (1) $2,142,000 Interest Only 2,142,000 KeyBank 10 year ** 4.90% 5/1/2027 MVP Denver Sherman 1935, LLC (1) $762,000 Interest Only 762,000 KeyBank 10 year ** 4.90% 5/1/2027 Minneapolis City Parking $5,250,000 $29,000 5,022,000 American National Insurance, of NY 10 year 4.50% 5/1/2026 Bridgeport Fairfield $4,400,000 $23,000 4,223,000 FBL Financial Group, Inc. 10 year 4.00% 8/1/2026 Less unamortized loan issuance costs (1,814,000) $123,373,000 (1) The Company issued a promissory note to KeyBank for $12.7 million secured by a pool of properties, including (i) MVP Denver Sherman, LLC, (ii) MVP Denver Sherman 1935, LLC, (iii) MVP Milwaukee Arena, LLC, (iv) MVP St. Louis Washington, LLC, (v) MVP Louisville Station Broadway, LLC and (vi) Cleveland Lincoln Garage Owners, LLC. (2) The Company issued a promissory note to Cantor Commercial Real Estate Lending, L.P. (“CCRE”) for $16.25 million secured by a pool of properties, including (i) MVP Indianapolis Meridian Lot, LLC, (ii) MVP Louisville Station Broadway, LLC, (iii) White Front Garage Partners, LLC, (iv) MVP Houston Preston Lot, LLC, (v) MVP Houston San Jacinto Lot, LLC, (vi) St. Louis Broadway Group, LLC, and (vii) St. Louis Seventh & Cerre, LLC. (3) Secured by four properties facilities, including (i) MVP PF Ft. Lauderdale 2013, LLC, (ii) MVP PF Memphis Court 2013, LLC, (iii) MVP PF Memphis Poplar 2013, LLC and (iv) MVP PF St. Louis 2013, LLC). (4) Secured by three properties, including (i) MVP St. Louis Convention, (ii) MVP St. Louis Lucas and (iii) MVP KC Cherry. (5) Secured by two properties, including (i) MVP Indy City Park and (ii) MVP Indy WA Street. * 2 Year Interest Only ** 10 Year Interest Only Total interest expense incurred for three months ended March 31, 2018, was approximately $1.8 million. Total loan amortization cost for the three months ended March 31, 2018, was approximately $0.1 million. As of March 31, 2018, future principal payments on the notes payable are as follows: 2018 $ 1,446,000 2019 5,901,000 2020 2,259,000 2021 2,378,000 2022 2,586,000 Thereafter 110,617,000 Less unamortized loan issuance costs (1,814,000) Total $ 123,373,000 |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Note L — Fair Value A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability in an orderly transaction. The hierarchy for inputs used in measuring fair value are as follows: 1. 2. 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. The Company's financial instruments include cash and cash equivalents, restricted cash, accounts payable and accrued expenses. Due to their short maturities, the carrying amounts of these assets and liabilities approximate fair value. Assets and liabilities measured at fair value level 3 on a non-recurring basis may include Assets Held for Sale. |
Investment In DST
Investment In DST | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate [Abstract] | |
Investment In DST | Note M – Investment In DST On May 31, 2017, the Company, through a wholly-owned subsidiary of its Operating Partnership, purchased a 51.0% beneficial interest in MVP St. Louis Cardinal Lot, DST, a Delaware statutory trust (“MVP St. Louis”), for approximately $2.8 million. MVP St. Louis is the owner of a 2.56-acre, 376-vehicle commercial parking lot located at 500 South Broadway, St. Louis, Missouri 63103, known as the Cardinal Lot (the “Property”), which is adjacent to Busch Stadium, the home of the St. Louis Cardinals major league baseball team. The Property was purchased by MVP St. Louis from an unaffiliated seller for a purchase price of $11,350,000, plus payment of closing costs, financing costs, and related transactional costs. Concurrently with the acquisition of the Property, MVP St. Louis obtained a first mortgage loan from Cantor Commercial Real Estate Lending, L.P (“St. Louis Lender”), in the principal amount of $6,000,000, with a 10-year, interest-only term at a fixed interest rate of 5.25%, resulting in an annual debt service payment of $315,000 (the “St. Louis Loan”). MVP St. Louis used the Company’s investment to fund a portion of the purchase price for the Property. The remaining equity portion was funded through short-term investments by VRM II, an affiliate of the Advisor, pending the private placements of additional beneficial interest in MVP St. Louis exempt from registration under the Securities Act. VRM II and Michael V. Shustek, the Company’s Chairman and Chief Executive Officer, provided non-recourse carveout guaranties of the loan and environmental indemnities of St. Louis Lender. Also, concurrently with the acquisition of the Property, MVP St. Louis, as landlord, entered into a 10-year master lease (the “St. Louis Master Lease”), with MVP St. Louis Cardinal Lot Master Tenant, LLC, an affiliate of MVP Realty, as tenant, (the “St. Louis Master Tenant”). St. Louis Master Tenant, in turn, concurrently entered into a 10-year sublease with Premier Parking of Missouri, LLC. The St. Louis Master Lease provides for annual rent payable monthly to MVP St. Louis, consisting of base rent in an amount to pay debt service on the St. Louis Loan, stated rent of $414,000 and potential bonus rent equal to a share of the revenues payable under the sublease in excess of a threshold. The Company will be entitled to its proportionate share of the rent payments based on its ownership interest. Under the St. Louis Master Lease, MVP St. Louis is responsible for capital expenditures and the St. Louis Master Tenant is responsible for taxes, insurance and operating expenses. Distributions to the Company for the three months ended March 31, 2018 totaled approximately $52,000. The Company conducted an analysis to conclude that the 51% investment in the DST should not be consolidated. As a DST, the entity is subject to the Variable Interest Entity (“VIE”) Model under ASC 810-10. As stated in ASC 810: “A controlling financial interest in the VIE model requires both of the following: a. The power to direct the activities that most significantly impact the VIE’s economic performance b. The obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.” As a VIE, the DST is governed in a manner similar to a limited partnership (i.e., there are trustees and there is no board) and the Company, as a beneficial owner, lacks the power though voting rights or otherwise to direct the activities of the DST that most significantly impact the entity’s economic performance. Specifically, the beneficial interest owners do not have the rights set forth in ASC 810-10-15-14(b)(1)(ii) – the beneficial owners can only remove the trustees if the trustees have engaged in fraud or gross negligence with respect to the trust and the beneficial owners have no substantive participating rights over the trustees. The Advisor is the advisor to the Company pursuant to the Amended and Restated Advisory Agreement. The Company is controlled by its independent board of directors and its shareholders. As noted in the Amended and Restated Advisory Agreement, the agreement is effective for one year to be renewed for an unlimited number of successive one-year terms, as approved by the board of directors. The Amended and Restated Advisory Agreement may be terminated by the board of directors at any time upon a written 60-day notice. In addition, MVP RA is the 100% direct/indirect owner of the MVP Parking DST, LLC (“DST Sponsor”), the MVP St. Louis Cardinal Lot Signature Trustee, LLC (“Signature Trustee”) and MVP St. Louis Cardinal Lot Master Tenant, LLC (the “Master Tenant”), who have no direct or indirect ownership in the Company. The Signature Trustee and the Master Tenant have the ability to direct the most significant activities of the DST. MVP RA controls and consolidates the Signature Trustee, the Master Tenant, and the DST Sponsor. The Company concluded the Master Tenant/property management agreement exposes the Master Tenant to funding operating losses of the Property. As such, that agreement should be considered a variable interest in DST (ASC 810-10-55-37 and 810-10-55-37C). Accordingly, Advisor has a variable interest in the DST (through the master tenant/property manager) and has power over the significant activities of the DST (through the Signature Trustee and the master tenant/property manager). Accordingly, the Company believes that the Master Tenant is the primary beneficiary of the DST, which is ultimately owned and controlled by the MVP RA. As such, the Company accounts for its investment under the equity method and does not consolidate its investment in the DST. Summarized Balance Sheets—Unconsolidated Real Estate Affiliates—Equity Method Investments March 31, 2018 (Unaudited) ASSETS Investments in real estate and fixed assets $ 11,512,000 Cash 41,000 Cash - restricted 8,000 Prepaid expenses 5,000 Total assets $ 11,566,000 LIABILITIES AND EQUITY Liabilities Notes payable, net of unamortized loan issuance cost of $62,123 $ 5,938,000 Accounts payable and accrued liabilities 62,000 Due to related party 28,000 Total liabilities 6,028,000 Equity Member’s equity 6,129,000 Offering costs (574,000) Accumulated earnings 323,000 Distributions to members (340,000) Total equity 5,538,000 Total liabilities and equity $ 11,566,000 Summarized Statements of Operations—Unconsolidated Real Estate Affiliates—Equity Method Investments For The Three Months Ended March 31, 2018 Revenue $ 182,000 Expenses (84,000) Net income $ 98,000 |
Preferred Stock and Warrants
Preferred Stock and Warrants | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Preferred Stock and Warrants | Note N —Preferred Stock and Warrants The Company reviewed the relevant ASC’s, specifically ASC 480 – Distinguishing Liabilities From Equity and ASC 815 – Derivatives and Hedging, in connection with the presentation of the Series A and Series 1 preferred stock. Below is a summary of the Company’s Preferred Stock offerings. Series A Preferred Stock The Company offered up to $50 million in shares of the Company’s Series A Convertible Redeemable Preferred Stock (“Series A”), par value $0.0001 per share, together with warrants to acquire the Company’s common stock, in a Regulation D 506(c) private placement to accredited investors. In connection with the private placement, on October 27, 2016, the Company filed with the State Department of Assessments and Taxation of Maryland Articles Supplementary to the charter of the Company classifying and designating 50,000 shares of Series A Convertible Redeemable Preferred Stock. The Company commenced the private placement of the Shares to accredited investors on November 1, 2016 and closed the offering on March 24, 2017. As of March 31, 2018, the Company raised approximately $2.5 million, net of offering costs, in the Series A private placements. The holders of the Series A Preferred Stock shall be entitled to receive, when and as authorized by the board of directors and declared by the Company out of funds legally available for the payment of dividends, cash dividends at the rate of 5.75% per annum of the initial stated value of $1,000 per share. If a Listing Event, as defined in the offering, has not occurred by March 31, 2017, the cash dividend rate shall increase to 7.50%, until a Listing Event has occurred. Based on the number of Series A shares outstanding at March 31, 2018, the increased dividend rate would cost the Company approximately $13,000 more per quarter in Series A dividends. Subject to the Company’s redemption rights as described below, each Share will be convertible into shares of the Company’s common stock, at the election of the holder thereof by written notice to the Company (each, a “Conversion Notice”) containing the information required by the charter, at any time beginning upon the earlier of (i) 90 days after the occurrence of a Listing Event or (ii) the second anniversary of the final Closing of this Offering (whether or not a Listing Event has occurred). Each Share will convert into a number of shares of the Company’s common stock determined by dividing (i) the sum of (A) 100% of the Stated Value, initially $1,000, plus (B) any accrued but unpaid dividends to, but not including, the date of conversion, by (ii) the conversion price for each share of the Company’s common stock (the “Conversion Price”) determined as follows: · Provided there has been a Listing Event, if a Conversion Notice with respect to any Share is received on or prior to the day immediately preceding the first anniversary of the issuance of such Share, the Conversion Price for such Share will be equal to 110% of the volume weighted average price per share of the common stock of the Company (or its successor) for the 20 trading days prior to the delivery date of the Conversion Notice. · Provided there has been a Listing Event, if a Conversion Notice with respect to any Share is received on or after the first anniversary of the issuance of such Share, the Conversion Price for such Share will be equal to the volume weighted average price per share of the common stock of the Company (or its successor) for the 20 trading days prior to the delivery date of the Conversion Notice. · If a Conversion Notice with respect to any Share is received on or after the second anniversary of the final Closing of this Offering, and at the time of receipt of such Conversion Notice, a Listing Event has not occurred, the Conversion Price for such Share will be equal to 100% of the Company’s net asset value per share, or NAV per share, if then established, and until the Company establishes a NAV per share, the Conversion Price will be equal to $25.00, or the initial offering price per share of the Company’s common stock in the Common Stock Offering. If and when the Amended Charter becomes effective, the date by which holders of Series A must provide notice of conversion will be changed from the day immediately preceding the first anniversary of the issuance of such share to December 31, 2017. This change will conform the terms of the Series A with the terms of the Series 1 with respect to conversions. At any time, from time to time, after the 20th trading day after the date of a Listing Event, the Company (or its successor) will have the right (but not the obligation) to redeem, in whole or in part, the Series A at the redemption price equal to 100% of the Stated Value, initially $1,000 per share, plus any accrued but unpaid dividends if any, to and including the date fixed for redemption. If the Company (or its successor) chooses to redeem any Shares, the Company (or its successor) has the right, in its sole discretion, to pay the redemption price in cash or in equal value of common stock of the Company (or its successor), based on the volume weighted average price per share of the common stock of the Company (or its successor) for the 20 trading days prior to the redemption, in exchange for the Series A. The Company (or its successor) also will have the right (but not the obligation) to redeem all or any portion of the Series A subject to a Conversion Notice for a cash payment to the holder thereof equal to the applicable redemption price, by delivering a redemption notice to the holder of such Shares on or prior to 10th trading day prior to the close of trading on the applicable Conversion Date. Each investor in the Series A received, for every $1,000 in shares subscribed by such investor, detachable warrants to purchase 30 shares of the Company’s common stock if the Company’s common stock is listed on a national securities exchange. The warrants’ exercise price is equal to 110% of the volume weighted average closing stock price of the Company’s common stock over a specified period as determined in accordance with the terms of the warrant; however, in no event shall the exercise price be less than $25 per share. As of March 31, 2018, there were detachable warrants that may be exercised for 84,510 shares of the Company’s common stock after the 90th day following the occurrence of a listing event. These potential warrants will expire five years from the 90th day after the occurrence of a listing event. If all the potential warrants outstanding at March 31, 2018 became exercisable because of a listing event and were exercised at the minimum price of $25 per share, gross proceeds to the Company would be approximately $2.1 million and the Company would as a result issue an additional 84,510 shares of common stock. As of March 31, 2017, June 30, 2017, September 30, 2017, December 31, 2017 and March 31, 2018 the Company had an estimated fair market value of potential warrants that was immaterial. Series 1 Preferred Stock On March 29, 2017, the Company filed with the State Department of Assessments and Taxation of Maryland Articles Supplementary to the charter of the Company classifying and designating 97,000 shares of its authorized capital stock as shares of Series 1 Convertible Redeemable Preferred Stock ("Series 1"), par value $0.0001 per share. On April 7, 2017, the Company commenced the Regulation D 506(b) private placement of shares of Series 1, together with warrants to acquire the Company’s common stock, to accredited investors. On January 31, 2018 the Company closed this offering. The holders of the Series 1 Preferred Stock are entitled to receive, when and as authorized by the Company’s board of directors and declared by us out of legally available funds, cumulative, cash dividends on each Share at an annual rate of 5.50% of the Stated Value pari passu with the dividend preference of the Series A Preferred Stock and in preference to any payment of any dividend on the Company’s common stock; provided, however, that Qualified Purchasers (who purchased $1.0 million or more in a single closing) are entitled to receive, when and as authorized by the Company’s board of directors and declared by us out of legally available funds, cumulative, cash dividends on each Share held by such Qualified Purchaser at an annual rate of 5.75% of the Stated Value (instead of the annual rate of 5.50% for all other holders of the Shares) until April 7, 2018, at which time, the annual dividend rate will be reduced to 5.50% of Stated Value; provided further, however, that if a Listing Event has not occurred by April 7, 2018, the annual dividend rate on all Shares (without regard to Qualified Purchaser status) will be increased to 7.00% of the Stated Value until the occurrence of a Listing Event, at which time, the annual dividend rate will be reduced to 5.50% of the Stated Value. Based on the number of Series 1 shares outstanding at March 31, 2018, the increased dividend rate would cost the Company approximately $150,000 more per quarter in Series 1 dividends. Subject to the Company’s redemption rights as described below, each Share will be convertible into shares of the Company’s common stock, at the election of the holder thereof by written notice to the Company (each, a “Conversion Notice”) containing the information required by the charter, at any time beginning upon the earlier of (i) 45 days after the occurrence of a Listing Event or (ii) April 7, 2019 (whether or not a Listing Event has occurred). Each Share will convert into a number of shares of the Company’s common stock determined by dividing (i) the sum of (A) 100% of the Stated Value, initially $1,000, plus (B) any accrued but unpaid dividends to, but not including, the date of conversion, by (ii) the conversion price for each share of the Company’s common stock (the “Conversion Price”) determined as follows: · Provided there has been a Listing Event, if a Conversion Notice with respect to any Share is received prior to December 1, 2017, the Conversion Price for such Share will be equal to 110% of the volume weighted average price per share of the common stock of the Company (or its successor) for the 20 trading days prior to the delivery date of the Conversion Notice. · Provided there has been a Listing Event, if a Conversion Notice with respect to any Share is received on or after December 1, 2017, the Conversion Price for such Share will be equal to the volume weighted average price per share of the common stock of the Company (or its successor) for the 20 trading days prior to the delivery date of the Conversion Notice. · If a Conversion Notice with respect to any Share is received on or after April 7, 2019, and at the time of receipt of such Conversion Notice, a Listing Event has not occurred, the Conversion Price for such Share will be equal to 100% of the Company’s net asset value per share, or NAV per share, if then established, and it establishes a NAV per share, the Conversion Price will be equal to $25.00, or the initial offering price per share of the Company’s common stock in the Common Stock Offering. At any time, from time to time, on and after the later of (i) the 20th trading day after the date of a Listing Event, if any, or (ii) April 7, 2018, the Company (or its successor) will have the right (but not the obligation) to redeem, in whole or in part, the Series A Preferred Stock at the redemption price equal to 100% of the Stated Value, initially $1,000 per share, plus any accrued but unpaid dividends if any, to and including the date fixed for redemption. In case of any redemption of less than all of the shares by the Company, the shares to be redeemed will be selected either pro rata or in such other manner as the board of directors may determine. If the Company (or its successor) chooses to redeem any shares, the Company (or its successor) has the right, in its sole discretion, to pay the redemption price in cash or in equal value of common stock of the Company (or its successor), based on the volume weighted average price per share of the common stock of the Company (or its successor) for the 20 trading days prior to the redemption, in exchange for the shares. The Company (or its successor) also will have the right (but not the obligation) to redeem all or any portion of the Series A Preferred Stock subject to a Conversion Notice for a cash payment to the holder thereof equal to the applicable Redemption Price set forth in the section entitled "Conversion" above, by delivering a Redemption Notice to the holder of such Shares on or prior to the 10 th Each investor in the Series 1 received, for every $1,000 in shares subscribed by such investor, detachable warrants to purchase 35 shares of the Company’s common stock if the Company’s common stock is listed on a national securities exchange. The warrants’ exercise price is equal to 110% of the volume weighted average closing stock price of the Company’s common stock over a specified period as determined in accordance with the terms of the warrant; however, in no event shall the exercise price be less than $25 per share. As of March 31, 2018, there were detachable warrants that may be exercised for 1,382,675 shares of the Company’s common stock after the 90th day following the occurrence of a listing event. These potential warrants will expire five years from the 90th day after the occurrence of a listing event. If all the potential warrants outstanding at March 31, 2018 became exercisable because of a listing event and were exercised at the minimum price of $25 per share, gross proceeds to the Company would be approximately $34.6 million and as a result the Company would issue an additional 1,382,675 shares of common stock. As of March 31, 2017, June 30, 2017, September 30, 2017, December 31, 2017 and March 31, 2018 the Company had an estimated fair market value of potential warrants that was immaterial. Redemption of Series A and Series 1 To comply with its amended credit agreement, the Company will redeem all of its outstanding Series A and Series 1 preferred stock and pay the entire redemption price in the form of shares of the Company’s common stock, within 30 days after the completion of the listing of its common stock on a national securities exchange. The Company will file an application to list its common stock on a national securities exchange on or prior to July 31, 2018 and will seek to complete the listing by September 30, 2018. To comply with its amended credit agreement, the Company also will make no cash distributions to the holders of the Series A Preferred Stock and Series 1 Preferred Stock after the earlier of (i) 30 days after the completion of the listing of its common stock on a national securities exchange or (ii) September 30, 2018. There can be no assurance, however, that the Company will cause a listing to occur within such time frame or at all. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note O — Subsequent Events The following subsequent events have been evaluated through the date of this filing with the SEC. On April 27, 2018, the Audit Committee concluded its internal investigation, and the Company filed a report on Form 8-K regarding the Audit Committee’s investigation on May 3, 2018. On April 29, 2018, the board of directors of the Company received a letter from Allen Wolff pursuant to which he resigned as an independent director from the board, effective immediately. Prior to his resignation, Mr. Wolff was a member of the Audit Committee. On April 29, 2018, the Company dismissed RSM US LLP, (“RSM”) as the Company's independent registered public accounting firm. The dismissal of RSM was approved by a majority of the members of the Audit Committee of the Company’s Board of Directors. On May 14, 2018, the Advisor informed Edwin Bentzen IV, the Company’s Chief Financial Officer, that it does not intend to renew Mr. Bentzen’s employment agreement which expires on June 13, 2018. Non-renewal of Mr. Bentzen's employment agreement as the Company's Chief Financial Officer was subject to the approval of the Company's board of directors. On May 29, 2018, the Company’s board of directors suspended the Company’s share repurchase program, other than for repurchases in connection with a shareholder's death. On May 29, 2018, the Company established a NAV equal to $24.61 per common share. On May 31, 2018 the board of directors of the Company approved the non-renewal of Mr. Bentzen's employment agreement. Mr. Bentzen and the Company agreed that June 1, 2018 was Mr. Bentzen's last day as Chief Financial Officer of the Company. The Company and Mr. Bentzen entered into a Separation Agreement dated June 1, 2018 which provided for a revocation period by Mr. Bentzen of seven (7) days. The seven (7) day period has now expired and the Separation Agreement is in full force and effect. The Separation Agreement covers Mr. Bentzen's positions with The Parking REIT, Inc., MVP Realty Advisors and various of their affiliates. Pursuant to the Separation Agreement, Mr. Bentzen received severance in the collective amount of $50,000 and there was a mutual release of all claims between the parties. The foregoing description of the Separation Agreement is only a summary and is qualified in its entirety by the full text of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.03. On May 31, 2018, Brandon Welch was appointed as the Interim Chief Financial Officer ("CFO"). Mr. Welch has been employed with MVP Realty Advisors since the inception in 2012 of MVP REIT, a predecessor to the Company. On June 14, 2018 the Company, through entities wholly owned by the Company, sold two surface parking lots in St. Louis for $8.5 million to the Land Clearance For Redevelopment Authority of the City of St. Louis, a public body corporate and politic of the State of Missouri. Additionally, the purchaser agreed to pay 50% of the premium associated with defeasance of two CMBS loans which were cross-collateralized. The loans encumbered the following properties: MVP St. Louis Convention Plaza, MVP St. Louis Lucas, MVP KC Cherry Lot, MVP Indianapolis City Park Garage, and MVP Indianapolis Washington Street Lot. Subsequent to the defeasance of the loan that encumbered MVP Indianapolis City Park Garage and MVP Indianapolis Washington Street Lot, the Company added the two Indianapolis properties to the KeyBank Borrowing Base revolving credit facility, drawing approximately $8.7 million, of which approximately $1.6 million was used to pay down the KeyBank Working Capital revolving credit facility. On June 19, 2018, the Company, the Borrowers and the Lenders entered into an amendment and waiver to the Company’s existing credit agreement, as further described in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.” On June 21, 2018, the Company through MVP Hawaii Marks Garage, LLC ("MVP Marks Garage"), an entity owned by the Company, acquired a multi-level parking garage consisting of approximately 308 parking spaces and 16,205 square feet of retail space located in Honolulu, Hawaii, for a purchase price of $20.4 million, plus acquisition and financing-related transaction costs. The Company owns a 100% equity interest in the MVP Marks Garage. The parking garage will be operated by SP Plus Corporation ("SP+") under a long-term lease, where SP will be responsible for annual base rent of $946,000 and 75% of all gross revenue above $1,250,000. The purchase price was funded through the Company's Borrowing Base revolving credit facility from KeyBank in the amount of approximately $11.2 million, the Company’s working capital revolving credit facility from KeyBank in the amount of approximately $7.5 million and the remaining $1.7 million was funded from the Company's available cash. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting The accompanying unaudited condensed consolidated financial statements of the Company are prepared by management on the accrual basis of accounting and in accordance with principles generally accepted in the United States of America (“GAAP”) for interim financial information as contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), and in conjunction with rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited condensed consolidated financial statements include accounts and related adjustments, which are, in the opinion of management, of a normal recurring nature and necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim period. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The condensed consolidated balance sheet as of December 31, 2017 contained herein has been derived from the audited financial statements as of December 31, 2017, but does not include all disclosures required by GAAP. |
Consolidation | Consolidation The Company’s consolidated financial statements include its accounts, the accounts of the Company’s assets that were sold during 2017, the accounts of its subsidiaries, Operating Partnership and all of the following subsidiaries. All intercompany profits and losses, balances and transactions are eliminated in consolidation. MVP PF Ft. Lauderdale 2013, LLC MVP Milwaukee Arena Lot, LLC MVP PF Kansas City 2013, LLC MVP Clarksburg Lot, LLC MVP PF Memphis Poplar 2013, LLC MVP Denver Sherman 1935, LLC MVP PF Memphis Court 2013, LLC MVP Bridgeport Fairfield Garage, LLC MVP PF St. Louis 2013, LLC West 9 th Mabley Place Garage, LLC MVP San Jose 88 Garage, LLC MVP Denver Sherman, LLC MCI 1372 Street, LLC MVP Fort Worth Taylor, LLC MVP Cincinnati Race Street, LLC MVP Milwaukee Old World, LLC MVP St. Louis Washington, LLC MVP St. Louis Convention Plaza, LLC MVP St. Paul Holiday Garage, LLC MVP Houston Saks Garage, LLC MVP Louisville Station Broadway, LLC MVP St. Louis Lucas, LLC White Front Garage Partners, LLC MVP Milwaukee Wells, LLC Cleveland Lincoln Garage, LLC MVP Wildwood NJ Lot, LLC MVP Houston Preston, LLC MVP Indianapolis City Park, LLC MVP Houston San Jacinto Lot, LLC MVP KC Cherry Lot, LLC MVP Detroit Center Garage, LLC MVP Indianapolis WA Street Lot, LLC St Louis Broadway, LLC Minneapolis City Parking, LLC St Louis Seventh & Cerre, LLC MVP Minneapolis Venture, LLC MVP Preferred Parking, LLC MVP Indianapolis Meridian Lot, LLC MVP Raider Park Garage, LLC MVP Milwaukee Clybourn, LLC MVP New Orleans Rampart, LLC Under GAAP, the Company’s consolidated financial statements will also include the accounts of its consolidated subsidiaries and joint ventures in which the Company is the primary beneficiary, or in which the Company has a controlling interest. In determining whether the Company has a controlling interest in a joint venture and the requirement to consolidate the accounts of that entity, the Company’s management considers factors such as an entity’s purpose and design and the Company’s ability to direct the activities of the entity that most significantly impacts the entity’s economic performance, ownership interest, board representation, management representation, authority to make decisions and contractual and substantive participating rights of the partners/members as well as whether the entity is a variable interest entity in which it will absorb the majority of the entity’s expected losses, if they occur, or receive the majority of the expected residual returns, if they occur, or both. Equity investments in which the Company exercises significant influence but does not control and is not the primary beneficiary are accounted for using the equity method. The Company's share of its equity method investees' earnings or losses is included in other income in the accompanying consolidated statements of operations. Investments in which the Company is not able to exercise significant influence over the investee are accounted for under the cost method. |
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 disclosure 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. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, and derivative financial instruments and hedging activities, as applicable. |
Concentration | Concentration The Company had fifteen parking tenants as of March 31, 2018 and nine parking tenants as of March 31, 2017. One tenant, SP Plus Corporation (Nasdaq: SP) (“SP+”), represented 55.8% and 47.4% of the Company’s base parking rental revenue for the three months ended March 31, 2018 and 2017, respectively. SP+ is one of the largest providers of parking management in the United States. As of March 31, 2018, SP+ managed approximately 3,600 locations in North America. Below is a table that summarizes parking rent by tenant: For The Three Months Ended March 31, Parking Tenant 2018 2017 SP + 55.8% 47.4% iPark Services 13.6% 4.3% ABM** 6.1% 6.0% ISOM Mgmt 4.3% -- Premier Parking 3.8% 8.5% Interstate Parking 2.9% 6.5% Denison 2.5% -- Lanier** 2.4% 1.8% St. Louis Parking 2.2% 3.3% 342 N. Rampart 2.0% -- PCAM, LLC 1.5% -- BEST PARK 1.5% -- Riverside Parking 1.1% 2.4% Denver School 0.2% -- Secure 0.1% -- Miller Parking* -- 19.8% * Revenue for Miller parking represents a settlement received by MVP Detroit Center Garage, LLC of approximately $408,000 for the operations of the garage through January 2017, at which time SP+ assumed operations under a longer-term lease agreement. ** Through February 28, 2017, MVP San Jose 88 Garage, LLC was subject to a parking management agreement with ABM and received revenue of $110,000. Starting on March 1, 2017, this property was leased to Lanier Parking Solutions. In addition, the Company had concentrations in various cities based on parking rental revenue for the three months ended March 31, 2018 and 2017, as well as concentrations in various cities based on the real estate the Company owned as of March 31, 2018 and 2017. The below tables summarize this information by city. City Concentration for Parking Rental Revenue For The Three Months Ended March 31, 2018 2017 Detroit 18.5% 48.9% Houston 13.6% 4.3% Fort Worth 8.3% -- Cincinnati 7.8% 4.0% Indianapolis 6.6% -- St. Louis 6.6% 5.3% Cleveland 5.5% 12.3% Lubbock 4.3% -- Minneapolis 4.3% -- Nashville 3.8% 8.5% Milwaukee 3.6% -- St Paul 2.9% 6.5% San Jose 2.4% 7.2% Bridgeport 2.1% -- New Orleans 2.0% -- Canton 1.8% 0.6% Memphis 1.6% -- Louisville 1.1% 2.4% Kansas City 0.9% -- Denver 0.8% -- Ft. Lauderdale 0.8% -- Wildwood 0.4% -- Clarksburg 0.3% -- Real Estate Investment Concentration by City As of March 31, 2018 2017 Detroit 18.2% 21.2% Houston 12.4% 6.3% Fort Worth 9.1% 10.6% Cincinnati 8.9% 9.9% St Louis 6.8% 7.9% Indianapolis 6.0% 7.0% Cleveland 5.7% 6.2% Minneapolis 5.4% 6.3% Milwaukee 3.9% 4.6% Nashville 3.8% 4.4% Lubbock 3.6% 0.0% St Paul 2.8% 3.1% Bridgeport 2.7% 3.2% New Orleans 2.7% 0.0% Memphis 1.6% 1.9% San Jose 1.3% 1.4% Fort Lauderdale 1.1% 1.3% Denver 1.1% 1.2% Louisville 1.0% 1.2% Kansas City 0.9% 1.1% Wildwood 0.6% 0.6% Clarksburg 0.2% 0.3% Canton 0.2% 0.3% |
Acquisitions | Acquisitions The Company records the acquired tangible and intangible assets and assumed liabilities of acquisitions of all operating properties and those development and redevelopment opportunities that meet the accounting criteria to be accounted for as business combinations at fair value at the acquisition date. The Company assesses and considers fair value based on estimated cash flow projections that utilize available market information and discount and/or capitalization rates that the Company deems appropriate. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. The acquired assets and assumed liabilities for an operating property acquisition generally include but are not limited to: land, buildings and improvements, construction in progress and identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market operating leases and ground leases, acquired in-place lease values and tenant relationships, if any. Costs directly associated with all operating property acquisitions and those development and redevelopment acquisitions that meet the accounting criteria to be accounted for as business combinations are expensed as incurred within operating expenses in the consolidated statement of operations. |
Impairment of Long Lived Assets | Impairment of Long Lived Assets When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists, due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net income. |
Cash | Cash The Company maintains the majority of its cash at KeyBank. The balances are insured by the Federal Deposit Insurance Corporation under the same ownership category of $250,000. As of March 31, 2018 and as of December 31, 2017, the Company had $0.8 million and $5.6 million, respectively, in excess of the federally-insured limits. As of March 31, 2018, the Company has not experienced any losses on cash deposits. |
Restricted Cash | Restricted Cash Restricted cash primarily consists of escrowed tenant improvement funds, real estate taxes, capital improvement funds, insurance premiums and other amounts required to be escrowed pursuant to loan agreements. |
Revenue Recognition | Revenue Recognition The Company's revenues, which are derived primarily from rental income, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. Since many of the Company's leases will provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable, and include in revenues, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. Percentage rents will be recorded when earned and certain thresholds have been met. The Company will continually review receivables related to rent and unbilled rent receivables and determine collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, the Company will record an increase in the Company's allowance for uncollectible accounts or record a direct write-off of the receivable after exhaustive efforts at collection. |
Advertising Costs | Advertising Costs Advertising costs incurred in the normal course of operations and are expensed as incurred. During the three months ended March 31, 2018 and 2017, the Company had no advertising costs. |
Investments in Real Estate and Fixed Assets | Investments in Real Estate and Fixed Assets Investments in real estate and fixed assets are stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which are primarily 3 to 40 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income (expense). The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability. |
Purchase Price Allocation | Purchase Price Allocation The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets acquired based on their respective fair values. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings and fixtures are based on cost segregation studies performed by independent third parties or on the Company's analysis of comparable properties in the Company's portfolio. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates, the value of in-place leases, and the value of customer relationships, as applicable. The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. Factors considered by the Company in its analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company will include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up period. Estimates of costs to execute similar leases including leasing commissions, legal and other related expenses are also utilized. Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market lease intangibles are amortized as a decrease to rental income over the remaining term of the lease. The capitalized below-market lease values will be amortized as an increase to rental income over the remaining term and any fixed rate renewal periods provided within the respective leases. In determining the amortization period for below-market lease intangibles, the Company initially will consider, and periodically evaluate on a quarterly basis, the likelihood that a lessee will execute the renewal option. The likelihood that a lessee will execute the renewal option is determined by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. The aggregate value of intangible assets related to customer relationship, as applicable, is measured based on the Company's evaluation of the specific characteristics of each tenant’s lease and the Company's overall relationship with the tenant. Characteristics considered by the Company in determining these values include the nature and extent of its existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. The value of in-place leases is amortized to expense over the initial term of the respective leases. The value of customer relationship intangibles is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense. In making estimates of fair values for purposes of allocating purchase price, the Company will utilize a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company will also consider information obtained about each property as a result of the Company's pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. |
Organization, Offering and Related Costs | Organization, Offering and Related Costs Certain organization and offering costs will be incurred by the Advisor. Pursuant to the terms of the Amended and Restated Advisory Agreement, the Company will not reimburse the Advisor for these out of pocket costs and future organization and offering costs it may incur. Such costs shall include legal, accounting, printing and other offering expenses, including marketing, and direct expenses of the Advisor’s employees and employees of the Advisor’s affiliates and others. All direct offering costs incurred and or paid by the Company that are directly attributable to a proposed or actual offering, including sales commissions, if any, were charged against the gross proceeds of the Common Stock Offering and recorded as an offset to additional paid-in-capital. All indirect costs will be expensed as incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company has a stock-based incentive award plan, which is accounted for under the guidance for share based payments. The expense for such awards will be included in general and administrative expenses and is recognized over the vesting period or when the requirements for exercise of the award have been met (See Note G — Stock-Based Compensation). |
Income Taxes | Income Taxes The Company has been organized and conducts its operations to qualify as a REIT under Sections 856 to 860 of the Code. The Company expects to qualify as a REIT commencing with the taxable year ending December 31, 2017. A REIT is generally not subject to federal income tax on that portion of its REIT taxable income, which is distributed to its stockholders, provided that at least 90% of such taxable income is distributed and provided that certain other requirements are met. The Company’s REIT taxable income may substantially exceed or be less than the Company’s net income as determined based on GAAP because differences in GAAP and taxable net income consist primarily of allowances for loan losses or doubtful account, write-downs on real estate held for sale, amortization of deferred financing cost, capital gains and losses and deferred income. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained on audit, including resolutions of any related appeals or litigation process, based on the technical merits. Based on the Company’s evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition on the financial statements. The net income tax provision for the year ended December 31, 2017 was approximately zero. |
Per Share Data | Per Share Data The Company calculates basic income (loss) per share by dividing net income (loss) for the period by weighted-average shares of its common stock outstanding for the respective period. Diluted income per share takes into account the effect of dilutive instruments, such as stock options and convertible stock, but uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted-average number of shares outstanding. The Company had no outstanding common share equivalents during the three months ended March 31, 2018 and 2017. There is a potential for dilution from the Company’s Series A Convertible Redeemable Preferred Stock which may be converted into the Company’s common stock at any time beginning upon the earlier of (i) 90 days after the occurrence of a listing event or (ii) the second anniversary of the final closing of the offering (whether or not a listing event has occurred). As of March 31, 2018, there were 2,862 shares of the Series A Convertible Redeemable Preferred Stock issued and outstanding. There is a potential for dilution from the Company’s Series 1 Convertible Redeemable Preferred Stock which may be converted into the Company’s common stock at any time beginning upon the earlier of (i) 45 days after the occurrence of a listing event or (ii) April 7, 2019 (whether or not a listing event has occurred). As of March 31, 2018, there were 39,811 shares of the Series 1 Convertible Redeemable Preferred Stock issued and outstanding. Each share of Series A preferred stock and Series 1 preferred stock will convert into the number of shares of the Company’s common stock determined by dividing (i) the stated value per Series A share or Series 1 share of $1,000 (as may be adjusted pursuant to the applicable articles supplementary) plus any accrued but unpaid dividends to, but not including, the conversion date by (ii) the conversion price. The conversion price is equal to 100% or, if the conversion notice is received before December 1, 2017 (for Series 1 shares) or on or prior to the day immediately preceding the first anniversary of the issuance of such share (for Series A shares), 110% of the volume weighted average price per share of the Company’s common stock for the 20 trading days prior to the delivery date of the conversion notice; provided that if the Company’s common stock is not then traded on a national securities exchange, the conversion price will be equal to the net asset value per share of the Company’s common stock. The Company will have the right (but not the obligation) to redeem any Series A or Series 1 shares that are subject to a conversion notice on the terms set forth in the applicable articles supplementary. There is also potential for dilution from the Company’s redemption of all of the outstanding shares of the Series A preferred stock and Series 1 preferred stock and payment of the entire redemption price in the form of shares of the Company’s common stock, within 30 days after the completion of the listing of the Company’s common stock on a national securities exchange, as further described in “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations – Liquidity and Capital Resources.” |
Reportable Segments | Reportable Segments The Company currently operates one reportable segment. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
Accounting and Auditing Standards Applicable to "Emerging Growth Companies" | Accounting and Auditing Standards Applicable to “Emerging Growth Companies” The Company is an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For as long as the Company remains an “emerging growth company,” which may be up to five fiscal years, the Company is not required to (1) comply with any new or revised financial accounting standards that have different effective dates for public and private companies until those standards would otherwise apply to private companies, (2) provide an auditor’s attestation report on management’s assessment of the effectiveness of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (3) comply with any new requirements adopted by the Public Company Accounting Oversight Board (the “PCAOB”), requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer or (4) comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise. The Company intends to take advantage of such extended transition period. Since the Company will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, the Company’s financial statements may not be comparable to the financial statements of companies that comply with public company effective dates. If the Company were to subsequently elect to instead comply with these public company effective dates, such election would be irrevocable pursuant to Section 107 of the JOBS Act. |
Share Repurchase Program | Share Repurchase Program The Company has a Share Repurchase Program (the “SRP”) that enables stockholders to sell their shares to the Company. Under the SRP, stockholders may request that the Company redeem all or any portion, subject to certain minimum conditions described below, if such repurchase does not impair the Company's capital or operations. On May 29, 2018, the Company announced that the Company’s Board of Directors suspended the SRP, other than for repurchases in connection with a shareholder’s death, as further described below. Prior to the time that the Company’s shares are listed on a national securities exchange, the repurchase price per share will depend on the length of time investors have held such shares as follows: no repurchases for the first two years unless shares are being repurchased in connection with a stockholder’s death or disability (as defined in the Code). Repurchase requests made in connection with the death or disability of a stockholder will be repurchased at a price per share equal to 100% of the amount the stockholder paid for each share, or once the Company has established an estimated NAV per share, 100% of such amount as determined by the Company’s board of directors, subject to any special distributions previously made to the Company’s stockholders. With respect to all other repurchases, prior to the date that the Company establishes an estimated value per share of common stock, the purchase price will be 95.0% of the purchase price paid for the shares, if redeemed at any time between the second and third anniversaries of the purchase date, and 97.0% of the purchase price paid if redeemed after the third anniversary. After the Company establishes an estimated NAV per share of common stock, the purchase price will be 95.0% of the NAV per share for the shares, if redeemed at any time between the second and third anniversaries of the purchase date, 97.0% of the NAV per share if redeemed at any time between the third and fifth anniversaries, and 100.0% of the NAV per share if redeemed after the fifth anniversary. In the event that the Company does not have sufficient funds available to repurchase all of the shares for which repurchase requests have been submitted in any quarter, the Company will repurchase the shares on a pro rata basis on the repurchase date. The SRP will be terminated if the Company’s shares become listed for trading on a national securities exchange or if the Company’s board of directors determines that it is in the Company’s best interest to terminate the SRP. As further described in the section entitled “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations – Liquidity and Capital Resources,” the Company intends to file a listing application by July 31, 2018 and complete the listing by September 30, 2018, although no assurances can be given that a listing will be completed within such timeframe or at all. On May 29, 2018, the Company established a NAV equal to $24.61 per common share. The Company is not obligated to repurchase shares of common stock under the share repurchase program. The number of shares to be repurchased during the calendar quarter is limited to the lesser of: (i) 5% of the weighted average number of shares outstanding during the prior calendar year, and (ii) those repurchases that could be funded from the net proceeds of the sale of shares under the DRIP in the prior calendar year plus such additional funds as may be reserved for that purpose by the Company’s board of directors; provided, however, that the above volume limitations shall not apply to repurchases requested in connection with the death or qualifying disability of a stockholder. Because of these limitations, the Company cannot guarantee that the Company will be able to accommodate all repurchase requests. The Company will repurchase shares as of March 31st, June 30th, September 30th and December 31st of each year. Each stockholder whose repurchase request is approved will receive the repurchase payment approximately 30 days following the end of the applicable quarter, effective as of the last day of such quarter. The Company refers to the last day of such quarter as the repurchase date. If funds available for the Company’s share repurchase program are not sufficient to accommodate all requests, shares will be repurchased as follows: (i) first, repurchases due to the death of a stockholder, on the basis of the date of the request for repurchase; (ii) next, in the discretion of the Company’s board of directors, repurchases because of other involuntary exigent circumstances, such as bankruptcy; (iii) next, repurchases of shares held by stockholders subject to a mandatory distribution requirement under the stockholder’s IRA; and (iv) finally, all other repurchase requests based upon the postmark of receipt. If the Stockholder’s repurchase request is not honored during a repurchase period, the Stockholder will be required to resubmit the request to have it considered in a subsequent repurchase period. On October 27, 2016, the Company filed a Current Report on Form 8-K announcing, among other things, an amendment to the SRP providing for participation in the SRP by any holder of the Company's Series A Convertible Redeemable Preferred Stock, or any future board-authorized series or class of preferred stock that is convertible into common stock of the Company. Under the amendment, which became effective on November 26, 2016, a preferred stockholder may participate in the SRP by converting its preferred stock into common stock of the Company and submitting such common shares for repurchase. The time period, for purposes of determining how long such stockholder has held the common shares submitted for repurchase, begins as of the date such preferred stockholder acquired the underlying preferred shares that were converted into common shares and submitted for repurchase. The board of directors may, in its sole discretion, terminate, suspend or further amend the share repurchase program upon 30 days’ written notice without stockholder approval if it determines that the funds available to fund the share repurchase program are needed for other business or operational purposes or that amendment, suspension or termination of the share repurchase program is in the best interest of the stockholders. Among other things, the Company may amend the plan to repurchase shares at prices different from those described above for the purpose of ensuring the Company’s dividends are not “preferential” for incomes tax purposes. Any notice of a termination, suspension or amendment of the share repurchase program will be made via a report on Form 8-K filed with the SEC at least 30 days prior to the effective date of such termination, suspension or amendment. The board of directors may also limit the amounts available for repurchase at any time in its sole discretion. . For the three months ended March 31, 2018, 7,636 shares had been redeemed. Subsequent to March 31, 2018, 18,179 shares were redeemed. Notwithstanding the foregoing, the share repurchase program will terminate if the shares of common stock are listed on a national securities exchange. As further described in the section entitled “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations – Liquidity and Capital Resources,” the Company intends to file a listing application by July 31, 2018 and complete the listing by September 30, 2018, although no assurances can be given that a listing will be completed within such timeframe or at all. On February 7, 2018, the Company filed a Current Report on Form 8-K stating that the board of directors has determined that the Merger and the issuance of the Company’s common stock as consideration for the Merger qualifies as an involuntary exigent circumstance under the SRP. As a result, shares of common stock that, when combined with the holding period of the related MVP I Common Stock, have been held for the Two-Year Holding Period, are eligible to participate in the SRP subject to the other requirements and limitations of the SRP. In addition, the issuance date for any shares of MVP I Common Stock issued pursuant to the MVP REIT, Inc. Distribution Reinvestment Plan shall be deemed to be the same date as the issuance of the shares of MVP I Common Stock to which such shares relate. On May 29, 2018, the Company filed a Current Report on Form 8-K stating that the Company’s board of directors suspended its SRP, other than for repurchases in connection with a shareholder’s death. In accordance with the SRP, the suspension of the SRP took effect on June 28, 2018 which is 30 days after the date of the Form 8-K providing notice of the suspension. The Company plans to utilize the cash savings to further its business operations. The Company’s Board of Directors may in the future reinstate the SRP, although there is no assurance as to if or when this will happen. |
Distribution Reinvestment Plan | Distribution Reinvestment Plan Pursuant to the DRIP, stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased pursuant to the DRIP. Participants purchasing shares pursuant to the DRIP have the same rights and are treated in the same manner as if such shares were issued pursuant to the Common Stock Offering. The board of directors may designate that certain cash or other distributions be excluded from the DRIP. The Company has the right to amend any aspect of the DRIP or terminate the DRIP with ten days’ notice to participants. Shares issued under the DRIP are recorded to equity in the accompanying balance sheets in the period distributions are declared. The Company has issued a total of 83,437 shares of common stock under the DRIP as of March 31, 2018.The Company suspended payment of distributions on March 22, 2018 and as such there are currently no distributions to invest in the DRIP. |
Non-controlling Interests | Non-controlling Interests The FASB issued authoritative guidance for non-controlling interests in December 2007, which establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. The guidance clarifies that a non-controlling interest in a subsidiary, which is sometimes referred to as an unconsolidated investment, is an ownership interest in the consolidated entity that should be reported as a component of equity in the consolidated financial statements. Among other requirements, the guidance requires consolidated net income to be reported at amounts attributable to both the parent and the non-controlling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the non-controlling interest. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Tenant Concentration [Member] | |
Concentration by Risk Type | For The Three Months Ended March 31, Parking Tenant 2018 2017 SP + 55.8% 47.4% iPark Services 13.6% 4.3% ABM** 6.1% 6.0% ISOM Mgmt 4.3% -- Premier Parking 3.8% 8.5% Interstate Parking 2.9% 6.5% Denison 2.5% -- Lanier** 2.4% 1.8% St. Louis Parking 2.2% 3.3% 342 N. Rampart 2.0% -- PCAM, LLC 1.5% -- BEST PARK 1.5% -- Riverside Parking 1.1% 2.4% Denver School 0.2% -- Secure 0.1% -- Miller Parking* -- 19.8% * Revenue for Miller parking represents a settlement received by MVP Detroit Center Garage, LLC of approximately $408,000 for the operations of the garage through January 2017, at which time SP+ assumed operations under a longer-term lease agreement. ** Through February 28, 2017, MVP San Jose 88 Garage, LLC was subject to a parking management agreement with ABM and received revenue of $110,000. Starting on March 1, 2017, this property was leased to Lanier Parking Solutions. |
City Concentration [Member] | |
Concentration by Risk Type | City Concentration for Parking Rental Revenue For The Three Months Ended March 31, 2018 2017 Detroit 18.5% 48.9% Houston 13.6% 4.3% Fort Worth 8.3% -- Cincinnati 7.8% 4.0% Indianapolis 6.6% -- St. Louis 6.6% 5.3% Cleveland 5.5% 12.3% Lubbock 4.3% -- Minneapolis 4.3% -- Nashville 3.8% 8.5% Milwaukee 3.6% -- St Paul 2.9% 6.5% San Jose 2.4% 7.2% Bridgeport 2.1% -- New Orleans 2.0% -- Canton 1.8% 0.6% Memphis 1.6% -- Louisville 1.1% 2.4% Kansas City 0.9% -- Denver 0.8% -- Ft. Lauderdale 0.8% -- Wildwood 0.4% -- Clarksburg 0.3% -- |
Real Estate Investment Concentration [Member] | |
Concentration by Risk Type | Real Estate Investment Concentration by City As of March 31, 2018 2017 Detroit 18.2% 21.2% Houston 12.4% 6.3% Fort Worth 9.1% 10.6% Cincinnati 8.9% 9.9% St Louis 6.8% 7.9% Indianapolis 6.0% 7.0% Cleveland 5.7% 6.2% Minneapolis 5.4% 6.3% Milwaukee 3.9% 4.6% Nashville 3.8% 4.4% Lubbock 3.6% 0.0% St Paul 2.8% 3.1% Bridgeport 2.7% 3.2% New Orleans 2.7% 0.0% Memphis 1.6% 1.9% San Jose 1.3% 1.4% Fort Lauderdale 1.1% 1.3% Denver 1.1% 1.2% Louisville 1.0% 1.2% Kansas City 0.9% 1.1% Wildwood 0.6% 0.6% Clarksburg 0.2% 0.3% Canton 0.2% 0.3% |
Investments in Real Estate an24
Investments in Real Estate and Fixed Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate [Abstract] | |
Schedule Of Real Estate Properties | Property Name Location Date Acquired Property Type # Spaces Property Size (Acres) Retail Sq. Ft Investment Amount Parking Tenant MVP Cleveland West 9th (1) Cleveland, OH 5/11/2016 Lot 260 2.0 N/A $5,823,000 SP + 33740 Crown Colony (1) Cleveland, OH 5/17/2016 Lot 82 0.54 N/A $3,049,000 SP + MVP San Jose 88 Garage San Jose, CA 6/15/2016 Garage 328 1.33 N/A $3,825,000 Lanier MCI 1372 Street Canton, OH 7/8/2016 Lot 66 0.44 N/A $700,000 ABM MVP Cincinnati Race Street Garage Cincinnati, OH 7/8/2016 Garage 350 0.63 N/A $5,558,000 SP + MVP St. Louis Washington St Louis, MO 7/18/2016 Lot 63 0.39 N/A $3,000,000 SP + MVP St. Paul Holiday Garage St Paul, MN 8/12/2016 Garage 285 0.85 N/A $8,396,000 Interstate Parking MVP Louisville Station Broadway Louisville, KY 8/23/2016 Lot 165 1.25 N/A $3,107,000 Riverside Parking White Front Garage Partners Nashville, TN 9/30/2016 Garage 155 0.26 N/A $11,673,000 Premier Parking Cleveland Lincoln Garage Owners Cleveland, OH 10/19/2016 Garage 536 1.14 45,272 $7,406,000 SP + MVP Houston Preston Lot Houston, TX 11/22/2016 Lot 46 0.23 N/A $2,820,000 iPark Services MVP Houston San Jacinto Lot Houston, TX 11/22/2016 Lot 85 0.65 240 $3,250,000 iPark Services MVP Detroit Center Garage Detroit, MI 2/1/2017 Garage 1,275 1.28 N/A $55,307,000 SP + St. Louis Broadway St Louis, MO 5/6/2017 Lot 161 0.96 N/A $2,400,000 St. Louis Parking St. Louis Seventh & Cerre St Louis, MO 5/6/2017 Lot 174 1.06 N/A $3,300,000 St. Louis Parking MVP Preferred Parking Houston, TX 8/1/2017 Garage 500 0.75 784 $20,500,000 iPark Services MVP Raider Park Garage Lubbock, TX 11/21/2017 Garage 1,495 2.15 20,536 $11,030,000 ISOM Management MVP PF Ft. Lauderdale Ft. Lauderdale, FL 12/15/2017 Lot 66 0.75 4,017 $3,423,000 SP + MVP PF Kansas City Kansas City, MO 12/15/2017 Lot 164 1.18 N/A $1,812,000 SP + MVP PF Memphis Poplar Memphis, TN 12/15/2017 Lot 125 0.86 N/A $3,735,000 Best Park MVP PF Memphis Court Memphis, TN 12/15/2017 Lot 37 0.41 N/A $1,208,000 SP + MVP PF St. Louis St Louis, MO 12/15/2017 Lot 179 1.22 N/A $5,145,000 SP + Mabley Place Garage (2) Cincinnati, OH 12/15/2017 Garage 775 0.9 8,400 $21,182,000 SP + MVP Denver Sherman Denver, CO 12/15/2017 Lot 28 0.14 N/A $705,000 Denver School MVP Fort Worth Taylor Fort Worth, TX 12/15/2017 Garage 1,013 1.18 11,828 $27,662,000 SP + MVP Milwaukee Old World Milwaukee, WI 12/15/2017 Lot 54 0.26 N/A $2,043,000 SP + MVP St. Louis Convention Plaza St. Louis, MO 12/15/2017 Lot 221 1.26 N/A $3,091,000 SP + MVP Houston Saks Garage Houston, TX 12/15/2017 Garage 265 0.36 5,000 $10,391,000 iPark Services MVP St. Louis Lucas St. Louis, MO 12/15/2017 Lot 202 1.07 N/A $3,695,000 SP + MVP Milwaukee Wells Milwaukee, WI 12/15/2017 Lot 100 0.95 N/A $4,873,000 PCAM, LLC MVP Wildwood NJ Lot 1 (3) Wildwood, NJ 12/15/2017 Lot 29 0.26 N/A $745,000 SP + MVP Wildwood NJ Lot 2 (3) Wildwood, NJ 12/15/2017 Lot 45 0.31 N/A $886,000 SP+ MVP Indianapolis City Park Indianapolis, IN 12/15/2017 Garage 370 0.47 N/A $10,813,000 ABM MVP KC Cherry Lot Kansas City, MO 12/15/2017 Lot 84 0.6 N/A $987,000 SP + MVP Indianapolis WA Street Indianapolis, IN 12/15/2017 Lot 141 1.07 N/A $5,749,000 Denison Minneapolis City Parking Minneapolis, MN 12/15/2017 Lot 270 1.98 N/A $9,838,000 SP + MVP Indianapolis Meridian Indianapolis, IN 12/15/2017 Lot 36 0.24 N/A $1,601,000 Denison MVP Milwaukee Clybourn Milwaukee, WI 12/15/2017 Lot 15 0.06 N/A $262,000 Secure MVP Milwaukee Arena Lot Milwaukee, WI 12/15/2017 Lot 75 1.11 N/A $4,632,000 SP + MVP Clarksburg Lot Clarksburg, WV 12/15/2017 Lot 94 0.81 N/A $715,000 ABM MVP Denver Sherman 1935 Denver, CO 12/15/2017 Lot 72 0.43 N/A $2,534,000 SP + MVP Bridgeport Fairfield Bridgeport, CT 12/15/2017 Garage 878 1.01 4,349 $8,256,000 SP + MVP New Orleans Rampart New Orleans, LA 2/1/2018 Lot 78 0.44 N/A $8,105,000 342 N. Rampart Construction in progress $2,004,000 Software $63,000 Total Investment in real estate and fixed assets $297,299,000 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Assets Acquired And Liabilities Assumed | Assets Land and Improvements Building and improvements Total assets acquired MVP New Orleans $ 8,105,000 $ -- $ 8,105,000 * $ 8,105,000 -- $ 8,105,000 *Includes acquisition and closing costs |
Results of Operation of Acquired Properties | For The Three Months Ended March 31 , 2018 Total Revenues Net Income 2018 acquisitions $ 93,000 $ 93,000 |
Pro Forma Consolidated Results Of Operations | For The Three Months Ended March 31 , 2018 2017 Revenues from continuing operations $ 5,138,000 $ 2,164,000 Net income (loss) from continuing operations $ (2,975,000) $ (2,960,000) Net income (loss) from continuing operations per share – basic $ (0.45) $ (1.22) Net income (loss) from continuing operations per share – diluted $ (0.45) $ (1.22) |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule Of Debt | Property Original Debt Amount Monthly Payment Balance as of 3/31/2018 Lender Term Interest Rate Loan Maturity West 9 th $5,300,000 $30,000 $5,132,000 American National Insurance Co. 10 year 4.50% 11/1/2026 MVP Detroit Center Garage, LLC $31,500,000 $194,000 $30,814,000 Bank of America 10 year 5.52% 2/1/2027 MVP St Louis Washington, LLC (2) $1,380,000 Interest Only $1,380,000 KeyBank 10 year * 4.90% 5/1/2027 St Paul Holiday Garage, LLC (1) $4,132,000 Interest Only $4,132,000 KeyBank 10 year * 4.90% 5/1/2027 Cleveland Lincoln Garage, LLC (1) $3,999,000 Interest Only $3,999,000 KeyBank 10 year * 4.90% 5/1/2027 Louisville Broadway Station, LLC (5) $1,682,000 Interest Only $1,682,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 Whitefront Garage, LLC (2) $6,454,000 Interest Only $6,454,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 MVP Houston Preston Lot, LLC (2) $1,627,000 Interest Only $1,627,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 MVP Houston San Jacinto Lot, LLC (2) $1,820,000 Interest Only $1,820,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 St. Louis Broadway, LLC (2) $1,671,000 Interest Only $1,671,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 St. Louis Seventh & Cerre, LLC (2) $2,057,000 Interest Only $2,057,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 MVP Preferred Parking, LLC (1) $11,330,000 Interest Only $11,330,000 Key Bank 10 year ** 5.02% 8/1/2027 Ft. Lauderdale loan pool (3) $4,300,000 $25,000 3,909,000 KeyBank 5 Year 4.94% 2/1/2019 Mabley Place $9,000,000 $44,000 8,487,000 Barclays 10 year 4.25% 12/6/2024 Denver Sherman (1) $286,000 Interest Only 286,000 KeyBank 10 year ** 4.90% 5/1/2027 Ft. Worth $13,150,000 $73,000 12,759,000 American National Insurance, of NY 10 year 4.50% 12/1/2026 Houston Saks Garage $3,650,000 $20,000 3,425,000 Barclays Bank PLC 10 year 4.25% 8/6/2025 St. Louis Lucas (4) $3,490,000 $20,000 3,325,000 Key Bank 10 year 4.59% 2/1/2026 Indianapolis Garage (5) $8,200,000 $46,000 7,811,000 Key Bank 10 year 4.59% 2/1/2026 Indianapolis Meridian (2) $938,000 Interest Only 938,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 MVP Milwaukee Arena Lot, LLC (1) $2,142,000 Interest Only 2,142,000 KeyBank 10 year ** 4.90% 5/1/2027 MVP Denver Sherman 1935, LLC (1) $762,000 Interest Only 762,000 KeyBank 10 year ** 4.90% 5/1/2027 Minneapolis City Parking $5,250,000 $29,000 5,022,000 American National Insurance, of NY 10 year 4.50% 5/1/2026 Bridgeport Fairfield $4,400,000 $23,000 4,223,000 FBL Financial Group, Inc. 10 year 4.00% 8/1/2026 Less unamortized loan issuance costs (1,814,000) $123,373,000 (1) The Company issued a promissory note to KeyBank for $12.7 million secured by a pool of properties, including (i) MVP Denver Sherman, LLC, (ii) MVP Denver Sherman 1935, LLC, (iii) MVP Milwaukee Arena, LLC, (iv) MVP St. Louis Washington, LLC, (v) MVP Louisville Station Broadway, LLC and (vi) Cleveland Lincoln Garage Owners, LLC. (2) The Company issued a promissory note to Cantor Commercial Real Estate Lending, L.P. (“CCRE”) for $16.25 million secured by a pool of properties, including (i) MVP Indianapolis Meridian Lot, LLC, (ii) MVP Louisville Station Broadway, LLC, (iii) White Front Garage Partners, LLC, (iv) MVP Houston Preston Lot, LLC, (v) MVP Houston San Jacinto Lot, LLC, (vi) St. Louis Broadway Group, LLC, and (vii) St. Louis Seventh & Cerre, LLC. (3) Secured by four properties facilities, including (i) MVP PF Ft. Lauderdale 2013, LLC, (ii) MVP PF Memphis Court 2013, LLC, (iii) MVP PF Memphis Poplar 2013, LLC and (iv) MVP PF St. Louis 2013, LLC). (4) Secured by three properties, including (i) MVP St. Louis Convention, (ii) MVP St. Louis Lucas and (iii) MVP KC Cherry. (5) Secured by two properties, including (i) MVP Indy City Park and (ii) MVP Indy WA Street. * 2 Year Interest Only ** 10 Year Interest Only |
Future Principal Payments On The Notes Payable | 2018 $ 1,446,000 2019 5,901,000 2020 2,259,000 2021 2,378,000 2022 2,586,000 Thereafter 110,617,000 Less unamortized loan issuance costs (1,814,000) Total $ 123,373,000 |
Investment In DST (Tables)
Investment In DST (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Investment In DST [Member] | |
Summarized Financial Information | Summarized Balance Sheets—Unconsolidated Real Estate Affiliates—Equity Method Investments March 31, 2018 (Unaudited) ASSETS Investments in real estate and fixed assets $ 11,512,000 Cash 41,000 Cash - restricted 8,000 Prepaid expenses 5,000 Total assets $ 11,566,000 LIABILITIES AND EQUITY Liabilities Notes payable, net of unamortized loan issuance cost of $62,123 $ 5,938,000 Accounts payable and accrued liabilities 62,000 Due to related party 28,000 Total liabilities 6,028,000 Equity Member’s equity 6,129,000 Offering costs (574,000) Accumulated earnings 323,000 Distributions to members (340,000) Total equity 5,538,000 Total liabilities and equity $ 11,566,000 Summarized Statements of Operations—Unconsolidated Real Estate Affiliates—Equity Method Investments For The Three Months Ended March 31, 2018 Revenue $ 182,000 Expenses (84,000) Net income $ 98,000 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details) - Revenue Concentration | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Concentration, Percentage | 55.80% | 47.40% | |
Base Parking Rent By Tenant [Member] | SP + [Member] | |||
Concentration, Percentage | 55.80% | 47.40% | |
Base Parking Rent By Tenant [Member] | iPark Services [Member] | |||
Concentration, Percentage | 13.46% | 4.30% | |
Base Parking Rent By Tenant [Member] | ABM [Member] | |||
Concentration, Percentage | [1] | 6.10% | 6.00% |
Base Parking Rent By Tenant [Member] | ISOM Mgmt. [Member] | |||
Concentration, Percentage | 4.30% | ||
Base Parking Rent By Tenant [Member] | Premier Parking [Member] | |||
Concentration, Percentage | 3.80% | 8.50% | |
Base Parking Rent By Tenant [Member] | Interstate Parking [Member] | |||
Concentration, Percentage | 2.90% | 6.50% | |
Base Parking Rent By Tenant [Member] | Denison [Member] | |||
Concentration, Percentage | 2.50% | ||
Base Parking Rent By Tenant [Member] | Lanier [Member] | |||
Concentration, Percentage | [1] | 2.40% | 1.80% |
Base Parking Rent By Tenant [Member] | St. Louis Parking [Member] | |||
Concentration, Percentage | 2.20% | 3.30% | |
Base Parking Rent By Tenant [Member] | 342 N. Rampart [Member] | |||
Concentration, Percentage | 2.00% | ||
Base Parking Rent By Tenant [Member] | PCAM, LLC [Member] | |||
Concentration, Percentage | 1.50% | ||
Base Parking Rent By Tenant [Member] | BEST PARK [Member] | |||
Concentration, Percentage | 1.50% | ||
Base Parking Rent By Tenant [Member] | Riverside Parking [Member] | |||
Concentration, Percentage | 1.10% | 2.40% | |
Base Parking Rent By Tenant [Member] | Denver School [Member] | |||
Concentration, Percentage | 0.20% | ||
Base Parking Rent By Tenant [Member] | Secure [Member] | |||
Concentration, Percentage | 0.10% | ||
Base Parking Rent By Tenant [Member] | Miller Parking [Member] | |||
Concentration, Percentage | [2] | 19.80% | |
Base Parking Rent By Tenant [Member] | Total Investment in real estate and fixed assets [Member] | |||
Concentration, Percentage | 100.00% | 100.00% | |
City Concentration for Parking Base Rent [Member] | Total Investment in real estate and fixed assets [Member] | |||
Concentration, Percentage | 100.00% | 100.00% | |
City Concentration for Parking Base Rent [Member] | Detroit [Member] | |||
Concentration, Percentage | 18.50% | 48.90% | |
City Concentration for Parking Base Rent [Member] | Houston [Member] | |||
Concentration, Percentage | 13.60% | 4.30% | |
City Concentration for Parking Base Rent [Member] | Fort Worth [Member] | |||
Concentration, Percentage | 8.30% | ||
City Concentration for Parking Base Rent [Member] | Cincinnati [Member] | |||
Concentration, Percentage | 7.80% | 4.00% | |
City Concentration for Parking Base Rent [Member] | Indianapolis [Member] | |||
Concentration, Percentage | 6.60% | ||
City Concentration for Parking Base Rent [Member] | St Louis [Member] | |||
Concentration, Percentage | 6.60% | 5.30% | |
City Concentration for Parking Base Rent [Member] | Cleveland [Member] | |||
Concentration, Percentage | 4.50% | 12.30% | |
City Concentration for Parking Base Rent [Member] | Lubbock [Member] | |||
Concentration, Percentage | 4.30% | ||
City Concentration for Parking Base Rent [Member] | Minneapolis [Member] | |||
Concentration, Percentage | 4.30% | ||
City Concentration for Parking Base Rent [Member] | Nashville [Member] | |||
Concentration, Percentage | 3.80% | 8.50% | |
City Concentration for Parking Base Rent [Member] | Milwaukee [Member] | |||
Concentration, Percentage | 3.60% | ||
City Concentration for Parking Base Rent [Member] | St Paul [Member] | |||
Concentration, Percentage | 2.90% | 6.50% | |
City Concentration for Parking Base Rent [Member] | San Jose [Member] | |||
Concentration, Percentage | 2.40% | 7.20% | |
City Concentration for Parking Base Rent [Member] | Bridgeport [Member] | |||
Concentration, Percentage | 2.10% | ||
City Concentration for Parking Base Rent [Member] | New Orleans [Member] | |||
Concentration, Percentage | 2.00% | ||
City Concentration for Parking Base Rent [Member] | Canton [Member] | |||
Concentration, Percentage | 1.80% | 0.60% | |
City Concentration for Parking Base Rent [Member] | Memphis [Member] | |||
Concentration, Percentage | 1.60% | ||
City Concentration for Parking Base Rent [Member] | Louisville [Member] | |||
Concentration, Percentage | 1.10% | 2.40% | |
City Concentration for Parking Base Rent [Member] | Kansas City [Member] | |||
Concentration, Percentage | 1.00% | ||
City Concentration for Parking Base Rent [Member] | Denver [Member] | |||
Concentration, Percentage | 0.80% | ||
City Concentration for Parking Base Rent [Member] | Ft. Lauderdale [Member] | |||
Concentration, Percentage | 0.80% | ||
City Concentration for Parking Base Rent [Member] | Wildwood [Member] | |||
Concentration, Percentage | 0.40% | ||
City Concentration for Parking Base Rent [Member] | Clarksburg [Member] | |||
Concentration, Percentage | 0.30% | ||
Real Estate Concentration by City Based on the Company's Investment [Member] | Total Investment in real estate and fixed assets [Member] | |||
Concentration, Percentage | 100.00% | 100.00% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Detroit [Member] | |||
Concentration, Percentage | 18.20% | 21.20% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Houston [Member] | |||
Concentration, Percentage | 12.40% | 6.30% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Fort Worth [Member] | |||
Concentration, Percentage | 9.10% | 10.60% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Cincinnati [Member] | |||
Concentration, Percentage | 8.90% | 9.90% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Indianapolis [Member] | |||
Concentration, Percentage | 6.00% | 7.00% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | St Louis [Member] | |||
Concentration, Percentage | 6.80% | 7.90% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Cleveland [Member] | |||
Concentration, Percentage | 5.70% | 6.20% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Lubbock [Member] | |||
Concentration, Percentage | 3.60% | 0.00% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Minneapolis [Member] | |||
Concentration, Percentage | 5.40% | 6.30% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Nashville [Member] | |||
Concentration, Percentage | 3.80% | 4.40% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Milwaukee [Member] | |||
Concentration, Percentage | 3.90% | 4.60% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | St Paul [Member] | |||
Concentration, Percentage | 2.80% | 3.10% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | San Jose [Member] | |||
Concentration, Percentage | 1.30% | 1.40% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Bridgeport [Member] | |||
Concentration, Percentage | 2.70% | 3.20% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | New Orleans [Member] | |||
Concentration, Percentage | 2.70% | 0.00% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Canton [Member] | |||
Concentration, Percentage | 0.20% | 0.30% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Memphis [Member] | |||
Concentration, Percentage | 1.60% | 1.90% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Louisville [Member] | |||
Concentration, Percentage | 1.00% | 1.20% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Kansas City [Member] | |||
Concentration, Percentage | 0.90% | 1.10% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Denver [Member] | |||
Concentration, Percentage | 1.10% | 1.20% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Ft. Lauderdale [Member] | |||
Concentration, Percentage | 1.10% | 1.30% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Wildwood [Member] | |||
Concentration, Percentage | 0.60% | 0.60% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Clarksburg [Member] | |||
Concentration, Percentage | 0.20% | 0.30% | |
[1] | Through February 28, 2017, MVP San Jose 88 Garage, LLC was subject to a parking management agreement with ABM and received revenue of $110,000. Starting on March 1, 2017, this property was leased to Lanier Parking Solutions. | ||
[2] | Revenue for Miller parking represents a settlement received by MVP Detroit Center Garage, LLC of approximately $408,000 for the operations of the garage through January 2017, at which time SP+ assumed operations under a longer-term lease agreement. |
Investments in Real Estate an29
Investments in Real Estate and Fixed Assets (Detail) - Schedule of Real Estate Properties | 3 Months Ended |
Mar. 31, 2018USD ($)aft² | |
MVP Cleveland West 9th [Member] | |
Location | Cleveland, OH |
Date Acquired | 5/11/2016 |
Property Type | Lot |
# Spaces | 260 |
Property Size (Acres) | a | 2 |
Investment Amount | $ 5,823,000 |
Parking Tenant | SP + |
33740 Crown Colony [Member] | |
Location | Cleveland, OH |
Date Acquired | 5/17/2016 |
Property Type | Lot |
# Spaces | 82 |
Property Size (Acres) | a | 0.54 |
Investment Amount | $ 3,049,000 |
Parking Tenant | SP + |
MVP San Jose 88 Garage [Member] | |
Location | San Jose, CA |
Date Acquired | 6/15/2016 |
Property Type | Garage |
# Spaces | 328 |
Property Size (Acres) | a | 1.33 |
Investment Amount | $ 3,825,000 |
Parking Tenant | Lanier |
MCI 1372 Street [Member] | |
Location | Canton, OH |
Date Acquired | 7/8/2016 |
Property Type | Lot |
# Spaces | 66 |
Property Size (Acres) | a | 0.44 |
Investment Amount | $ 700,000 |
Parking Tenant | ABM |
MVP Cincinnati Race Street Garage [Member] | |
Location | Cincinnati, OH |
Date Acquired | 7/8/2016 |
Property Type | Garage |
# Spaces | 350 |
Property Size (Acres) | a | 0.63 |
Investment Amount | $ 5,558,000 |
Parking Tenant | SP + |
MVP St. Louis Washington [Member] | |
Location | St Louis, MO |
Date Acquired | 7/18/2016 |
Property Type | Lot |
# Spaces | 63 |
Property Size (Acres) | a | 0.39 |
Investment Amount | $ 3,000,000 |
Parking Tenant | SP + |
MVP St. Paul Holiday Garage [Member] | |
Location | St Paul, MN |
Date Acquired | 8/12/2016 |
Property Type | Garage |
# Spaces | 285 |
Property Size (Acres) | a | 0.85 |
Investment Amount | $ 8,396,000 |
Parking Tenant | Interstate Parking |
MVP Louisville Station Broadway [Member] | |
Location | Louisville, KY |
Date Acquired | 8/23/2016 |
Property Type | Lot |
# Spaces | 165 |
Property Size (Acres) | a | 1.25 |
Investment Amount | $ 3,107,000 |
Parking Tenant | Riverside Parking |
White Front Garage Partners [Member] | |
Location | Nashville, TN |
Date Acquired | 9/30/2016 |
Property Type | Garage |
# Spaces | 155 |
Property Size (Acres) | a | 0.26 |
Investment Amount | $ 11,673,000 |
Parking Tenant | Premier Parking |
Cleveland Lincoln Garage Owners [Member] | |
Location | Cleveland, OH |
Date Acquired | 10/19/2016 |
Property Type | Garage |
# Spaces | 536 |
Property Size (Acres) | a | 1.14 |
Retail Sq. Ft | ft² | 45,272 |
Investment Amount | $ 7,406,000 |
Parking Tenant | SP + |
MVP Houston Preston Lot [Member] | |
Location | Houston, TX |
Date Acquired | 11/22/2016 |
Property Type | Lot |
# Spaces | 46 |
Property Size (Acres) | a | 0.23 |
Investment Amount | $ 2,820,000 |
Parking Tenant | iPark Services |
MVP Houston San Jacinto Lot [Member] | |
Location | Houston, TX |
Date Acquired | 11/22/2016 |
Property Type | Lot |
# Spaces | 85 |
Property Size (Acres) | a | 0.65 |
Retail Sq. Ft | ft² | 240 |
Investment Amount | $ 3,250,000 |
Parking Tenant | iPark Services |
MVP Detroit Center Garage [Member] | |
Location | Detroit, MI |
Date Acquired | 2/1/2017 |
Property Type | Garage |
# Spaces | 1,275 |
Property Size (Acres) | a | 1.28 |
Investment Amount | $ 55,307,000 |
Parking Tenant | SP + |
St. Louis Broadway [Member] | |
Location | St Louis, MO |
Date Acquired | 5/6/2017 |
Property Type | Lot |
# Spaces | 161 |
Property Size (Acres) | a | 0.96 |
Investment Amount | $ 2,400,000 |
Parking Tenant | St. Louis Parking |
St. Louis Seventh & Cerre [Member] | |
Location | St Louis, MO |
Date Acquired | 5/6/2017 |
Property Type | Lot |
# Spaces | 174 |
Property Size (Acres) | a | 1.06 |
Investment Amount | $ 3,300,000 |
Parking Tenant | St. Louis Parking |
MVP Preferred Parking [Member] | |
Location | Houston, TX |
Date Acquired | 8/1/2017 |
Property Type | Garage |
# Spaces | 500 |
Property Size (Acres) | a | 0.75 |
Retail Sq. Ft | ft² | 784 |
Investment Amount | $ 20,500,000 |
Parking Tenant | iPark Services |
MVP Raider Park Garage [Member] | |
Location | Lubbock, TX |
Date Acquired | 11/21/2017 |
Property Type | Garage |
# Spaces | 1,495 |
Property Size (Acres) | a | 2.15 |
Retail Sq. Ft | ft² | 20,536 |
Investment Amount | $ 11,030,000 |
Parking Tenant | ISOM Management |
MVP PF Ft. Lauderdale [Member] | |
Location | Ft. Lauderdale, FL |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 66 |
Property Size (Acres) | a | 0.75 |
Retail Sq. Ft | ft² | 4,017 |
Investment Amount | $ 3,423,000 |
Parking Tenant | SP + |
MVP PF Kansas City [Member] | |
Location | Kansas City, MO |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 164 |
Property Size (Acres) | a | 1.18 |
Investment Amount | $ 1,812,000 |
Parking Tenant | SP + |
MVP PF Memphis Poplar [Member] | |
Location | Memphis, TN |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 125 |
Property Size (Acres) | a | 0.86 |
Investment Amount | $ 3,735,000 |
Parking Tenant | Best Park |
MVP PF Memphis Court [Member] | |
Location | Memphis, TN |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 37 |
Property Size (Acres) | a | 0.41 |
Investment Amount | $ 1,208,000 |
Parking Tenant | SP + |
MVP PF St. Louis [Member] | |
Location | St Louis, MO |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 179 |
Property Size (Acres) | a | 1.22 |
Investment Amount | $ 5,145,000 |
Parking Tenant | SP + |
Mabley Place Garage [Member] | |
Location | Cincinnati, OH |
Date Acquired | 12/15/2017 |
Property Type | Garage |
# Spaces | 775 |
Property Size (Acres) | a | 0.9 |
Retail Sq. Ft | ft² | 8,400 |
Investment Amount | $ 21,182,000 |
Parking Tenant | SP + |
MVP Denver Sherman [Member] | |
Location | Denver, CO |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 28 |
Property Size (Acres) | a | 0.14 |
Investment Amount | $ 705,000 |
Parking Tenant | Denver School |
MVP Fort Worth Taylor [Member] | |
Location | Fort Worth, TX |
Date Acquired | 12/15/2017 |
Property Type | Garage |
# Spaces | 1,013 |
Property Size (Acres) | a | 1.18 |
Retail Sq. Ft | ft² | 11,828 |
Investment Amount | $ 27,662,000 |
Parking Tenant | SP + |
MVP Milwaukee Old World [Member] | |
Location | Milwaukee, WI |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 54 |
Property Size (Acres) | a | 0.26 |
Investment Amount | $ 2,043,000 |
Parking Tenant | SP + |
MVP St. Louis Convention Plaza [Member] | |
Location | St. Louis, MO |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 221 |
Property Size (Acres) | a | 1.26 |
Investment Amount | $ 3,091,000 |
Parking Tenant | SP + |
MVP Houston Saks Garage [Member] | |
Location | Houston, TX |
Date Acquired | 12/15/2017 |
Property Type | Garage |
# Spaces | 265 |
Property Size (Acres) | a | 0.36 |
Retail Sq. Ft | ft² | 5,000 |
Investment Amount | $ 10,391,000 |
Parking Tenant | iPark Services |
MVP St. Louis Lucas [Member] | |
Location | St. Louis, MO |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 202 |
Property Size (Acres) | a | 1.07 |
Investment Amount | $ 3,695,000 |
Parking Tenant | SP + |
MVP Milwaukee Wells [Member] | |
Location | Milwaukee, WI |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 100 |
Property Size (Acres) | a | 0.95 |
Investment Amount | $ 4,873,000 |
Parking Tenant | PCAM, LLC |
MVP Wildwood NJ Lot 1 [Member] | |
Location | Wildwood, NJ |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 29 |
Property Size (Acres) | a | 0.26 |
Investment Amount | $ 745,000 |
Parking Tenant | SP + |
MVP Wildwood NJ Lot 2 [Member] | |
Location | Wildwood, NJ |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 45 |
Property Size (Acres) | a | 0.31 |
Investment Amount | $ 886,000 |
Parking Tenant | SP+ |
MVP Indianapolis City Park [Member] | |
Location | Indianapolis, IN |
Date Acquired | 12/15/2017 |
Property Type | Garage |
# Spaces | 370 |
Property Size (Acres) | a | 0.47 |
Investment Amount | $ 10,813,000 |
Parking Tenant | ABM |
MVP KC Cherry Lot [Member] | |
Location | Kansas City, MO |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 84 |
Property Size (Acres) | a | 0.6 |
Investment Amount | $ 987,000 |
Parking Tenant | SP + |
MVP Indianapolis WA Street [Member] | |
Location | Indianapolis, IN |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 141 |
Property Size (Acres) | a | 1.07 |
Investment Amount | $ 5,749,000 |
Parking Tenant | Denison |
Minneapolis City Parking [Member] | |
Location | Minneapolis, MN |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 270 |
Property Size (Acres) | a | 1.98 |
Investment Amount | $ 9,838,000 |
Parking Tenant | SP + |
MVP Indianapolis Meridian [Member] | |
Location | Indianapolis, IN |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 36 |
Property Size (Acres) | a | 0.24 |
Investment Amount | $ 1,601,000 |
Parking Tenant | Denison |
MVP Milwaukee Clybourn [Member] | |
Location | Milwaukee, WI |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 15 |
Property Size (Acres) | a | 0.06 |
Investment Amount | $ 262,000 |
Parking Tenant | Secure |
MVP Milwaukee Arena Lot [Member] | |
Location | Milwaukee, WI |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 75 |
Property Size (Acres) | a | 1.11 |
Investment Amount | $ 4,632,000 |
Parking Tenant | SP + |
MVP Clarksburg Lot [Member] | |
Location | Clarksburg, WV |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 94 |
Property Size (Acres) | a | 0.81 |
Investment Amount | $ 715,000 |
Parking Tenant | ABM |
MVP Denver Sherman 1935 [Member] | |
Location | Denver, CO |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 72 |
Property Size (Acres) | a | 0.43 |
Investment Amount | $ 2,534,000 |
Parking Tenant | SP + |
MVP Bridgeport Fairfield [Member] | |
Location | Bridgeport, CT |
Date Acquired | 12/15/2017 |
Property Type | Garage |
# Spaces | 878 |
Property Size (Acres) | a | 1.01 |
Retail Sq. Ft | ft² | 4,349 |
Investment Amount | $ 8,256,000 |
Parking Tenant | SP + |
MVP New Orleans Rampart [Member] | |
Location | New Orleans, LA |
Date Acquired | 2/1/2018 |
Property Type | Lot |
# Spaces | 78 |
Property Size (Acres) | a | 0.44 |
Investment Amount | $ 8,105,000 |
Parking Tenant | 342 N. Rampart |
Construction in progress [Member] | |
Investment Amount | $ 2,004,000 |
Software Development [Member] | |
Investment Amount | 63,000 |
Total Investment in real estate and fixed assets [Member] | |
Investment Amount | $ 297,299,000 |
Acquisitions (Detail) - Assets
Acquisitions (Detail) - Assets Acquired And Liabilities Assumed | Mar. 31, 2018USD ($) |
MVP New Orleans [Member] | |
Assets | |
Land and improvements | $ 8,105,000 |
Building and improvements | |
Total assets acquired | 8,105,000 |
Total Investment in real estate and fixed assets [Member] | |
Assets | |
Land and improvements | 8,105,000 |
Building and improvements | |
Total assets acquired | $ 8,105,000 |
Acquisitions (Detail) - Results
Acquisitions (Detail) - Results of Operation of Acquired Properties - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Total Revenues | $ 5,091,000 | $ 2,024,000 |
Net Income | (3,020,000) | $ (3,072,000) |
2017 Acquisitions [Member] | ||
Total Revenues | 93,000 | |
Net Income | $ 93,000 |
Acquisitions (Detail) - Pro For
Acquisitions (Detail) - Pro Forma Consolidated Results Of Operations 2017 - First Set [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues from continuing operations | $ 5,138,000 | $ 2,164,000 |
Net income (loss) from continuing operations | $ (2,975,000) | $ (2,960,000) |
Net income (loss) from continuing operations per share - basic | $ (0.45) | $ (1.22) |
Net income (loss) from continuing operations per share - diluted | $ (0.45) | $ (1.22) |
Notes Payable (Detail) - Schedu
Notes Payable (Detail) - Schedule of Debt | 3 Months Ended | |
Mar. 31, 2018USD ($) | ||
Less unamortized loan issuance costs [Member] | ||
Current Loan Balance | $ (1,814,000) | |
Total Investment in real estate and fixed assets [Member] | ||
Current Loan Balance | 123,373,000 | |
West 9th Properties II [Member] | ||
Original Debt Amount | 5,300,000 | |
Monthly Payment (approx.) | 30,000 | |
Current Loan Balance | $ 5,132,000 | |
Lender | American National Insurance Co. | |
Term | 10 years | |
Interest Rate | 4.50% | |
Loan Maturity | Nov. 1, 2026 | |
MVP Detroit Center Garage [Member] | ||
Original Debt Amount | $ 31,500,000 | |
Monthly Payment (approx.) | 194,000 | |
Current Loan Balance | $ 30,814,000 | |
Lender | Bank of America | |
Term | 10 years | |
Interest Rate | 5.52% | |
Loan Maturity | Feb. 1, 2027 | |
MVP St. Louis Washington [Member] | ||
Original Debt Amount | $ 1,380,000 | |
Monthly Payment (approx.) | [1] | |
Current Loan Balance | $ 1,380,000 | |
Lender | KeyBank | |
Term | 10 years | |
Interest Rate | 4.90% | |
Loan Maturity | May 1, 2027 | |
St. Paul Holiday Garage [Member] | ||
Original Debt Amount | $ 4,132,000 | |
Monthly Payment (approx.) | [1] | |
Current Loan Balance | $ 4,132,000 | |
Lender | KeyBank | |
Term | 10 years | |
Interest Rate | 4.90% | |
Loan Maturity | May 1, 2027 | |
Cleveland Lincoln Garage [Member] | ||
Original Debt Amount | $ 3,999,000 | |
Monthly Payment (approx.) | [1] | |
Current Loan Balance | $ 3,999,000 | |
Lender | KeyBank | |
Term | 10 years | |
Interest Rate | 4.90% | |
Loan Maturity | May 1, 2027 | |
Louisville Broadway Station [Member] | ||
Original Debt Amount | $ 1,682,000 | |
Monthly Payment (approx.) | [1] | |
Current Loan Balance | $ 1,682,000 | |
Lender | Cantor Commercial Real Estate | |
Term | 10 years | |
Interest Rate | 5.03% | |
Loan Maturity | May 6, 2027 | |
White Front Garage [Member] | ||
Original Debt Amount | $ 6,454,000 | |
Monthly Payment (approx.) | [1] | |
Current Loan Balance | $ 6,454,000 | |
Lender | Cantor Commercial Real Estate | |
Term | 10 years | |
Interest Rate | 5.03% | |
Loan Maturity | May 6, 2027 | |
MVP Houston Preston Lot [Member] | ||
Original Debt Amount | $ 1,627,000 | |
Monthly Payment (approx.) | [1] | |
Current Loan Balance | $ 1,627,000 | |
Lender | Cantor Commercial Real Estate | |
Term | 10 years | |
Interest Rate | 5.03% | |
Loan Maturity | May 6, 2027 | |
MVP Houston San Jacinto Lot [Member] | ||
Original Debt Amount | $ 1,820,000 | |
Monthly Payment (approx.) | [1] | |
Current Loan Balance | $ 1,820,000 | |
Lender | Cantor Commercial Real Estate | |
Term | 10 years | |
Interest Rate | 5.03% | |
Loan Maturity | May 6, 2027 | |
St. Louis Broadway [Member] | ||
Original Debt Amount | $ 1,671,000 | |
Monthly Payment (approx.) | [1] | |
Current Loan Balance | $ 1,671,000 | |
Lender | Cantor Commercial Real Estate | |
Term | 10 years | |
Interest Rate | 5.03% | |
Loan Maturity | May 6, 2027 | |
St Louis Seventh & Cerre [Member] | ||
Original Debt Amount | $ 2,057,000 | |
Monthly Payment (approx.) | [1] | |
Current Loan Balance | $ 2,057,000 | |
Lender | Cantor Commercial Real Estate | |
Term | 10 years | |
Interest Rate | 5.03% | |
Loan Maturity | May 6, 2027 | |
MVP Preferred Parking [Member] | ||
Original Debt Amount | $ 11,330,000 | |
Monthly Payment (approx.) | [1] | |
Current Loan Balance | $ 11,330,000 | |
Lender | Key Bank | |
Term | 10 years | |
Interest Rate | 5.02% | |
Loan Maturity | Aug. 1, 2027 | |
Ft. Lauderdale loan pool [Member] | ||
Original Debt Amount | $ 4,300,000 | |
Monthly Payment (approx.) | 25,000 | |
Current Loan Balance | $ 3,909,000 | |
Lender | KeyBank | |
Term | 5 years | |
Interest Rate | 4.94% | |
Loan Maturity | Feb. 1, 2019 | |
Mabley Place [Member] | ||
Original Debt Amount | $ 9,000,000 | |
Monthly Payment (approx.) | 44,000 | |
Current Loan Balance | $ 8,487,000 | |
Lender | Barclays | |
Term | 10 years | |
Interest Rate | 4.25% | |
Loan Maturity | Dec. 6, 2024 | |
Denver Sherman [Member] | ||
Original Debt Amount | $ 286,000 | |
Monthly Payment (approx.) | [1] | |
Current Loan Balance | $ 286,000 | |
Lender | KeyBank | |
Term | 10 years | |
Interest Rate | 4.90% | |
Loan Maturity | May 1, 2027 | |
Fort Worth [Member] | ||
Original Debt Amount | $ 13,150,000 | |
Monthly Payment (approx.) | 73,000 | |
Current Loan Balance | $ 12,759,000 | |
Lender | American National Insurance, of NY | |
Term | 10 years | |
Interest Rate | 4.50% | |
Loan Maturity | Dec. 1, 2026 | |
Houston Saks Garage [Member] | ||
Original Debt Amount | $ 3,650,000 | |
Monthly Payment (approx.) | 20,000 | |
Current Loan Balance | $ 3,425,000 | |
Lender | Barclays Bank PLC | |
Term | 10 years | |
Interest Rate | 4.25% | |
Loan Maturity | Aug. 6, 2025 | |
St. Louis Lucas [Member] | ||
Original Debt Amount | $ 3,490,000 | |
Monthly Payment (approx.) | 20,000 | |
Current Loan Balance | $ 3,325,000 | |
Lender | Key Bank | |
Term | 10 years | |
Interest Rate | 4.59% | |
Loan Maturity | Feb. 1, 2026 | |
Indianapolis Garage [Member] | ||
Original Debt Amount | $ 8,200,000 | |
Monthly Payment (approx.) | 46,000 | |
Current Loan Balance | $ 7,811,000 | |
Lender | Key Bank | |
Term | 10 years | |
Interest Rate | 4.59% | |
Loan Maturity | Feb. 1, 2026 | |
Indianapolis Meridian [Member] | ||
Original Debt Amount | $ 938,000 | |
Monthly Payment (approx.) | [1] | |
Current Loan Balance | $ 938,000 | |
Lender | Cantor Commercial Real Estate | |
Term | 10 years | |
Interest Rate | 5.03% | |
Loan Maturity | May 6, 2027 | |
MVP Milwaukee Arena Lot [Member] | ||
Original Debt Amount | $ 2,142,000 | |
Monthly Payment (approx.) | [1] | |
Current Loan Balance | $ 2,142,000 | |
Lender | KeyBank | |
Term | 10 years | |
Interest Rate | 4.90% | |
Loan Maturity | May 1, 2027 | |
MVP Denver Sherman 1935 [Member] | ||
Original Debt Amount | $ 762,000 | |
Monthly Payment (approx.) | [1] | |
Current Loan Balance | $ 762,000 | |
Lender | KeyBank | |
Term | 10 years | |
Interest Rate | 4.90% | |
Loan Maturity | May 1, 2027 | |
Minneapolis City Parking [Member] | ||
Original Debt Amount | $ 5,250,000 | |
Monthly Payment (approx.) | 29,000 | |
Current Loan Balance | $ 5,022,000 | |
Lender | American National Insurance, of NY | |
Term | 10 years | |
Interest Rate | 4.50% | |
Loan Maturity | May 1, 2026 | |
Bridgeport Fairfield [Member] | ||
Original Debt Amount | $ 4,400,000 | |
Monthly Payment (approx.) | 23,000 | |
Current Loan Balance | $ 4,223,000 | |
Lender | FBL Financial Group, Inc. | |
Term | 10 years | |
Interest Rate | 4.00% | |
Loan Maturity | Aug. 1, 2026 | |
[1] | Interest Only |
Notes Payable (Detail) - Future
Notes Payable (Detail) - Future Principal Payments On The Notes Payable | Mar. 31, 2018USD ($) |
Period One [Member] | |
Principal Payments | $ 1,446,000 |
Period Two [Member] | |
Principal Payments | 5,901,000 |
Period Three [Member] | |
Principal Payments | 2,259,000 |
Period Four [Member] | |
Principal Payments | 2,378,000 |
Period Five [Member] | |
Principal Payments | 2,586,000 |
Thereafter [Member] | |
Principal Payments | 110,617,000 |
Less unamortized loan issuance costs [Member] | |
Principal Payments | (1,814,000) |
Total Investment in real estate and fixed assets [Member] | |
Principal Payments | $ 123,373,000 |
Investment in DST (Detail) - Su
Investment in DST (Detail) - Summarized Financial Information - USD ($) | 3 Months Ended | |||
Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | |
Assets | ||||
Cash | $ 11,779,000 | $ 16,730,000 | $ 5,800,000 | $ 4,985,000 |
Prepaid expenses | 706,000 | 184,000 | ||
Liabilities And Equity | ||||
Notes payable, net of unamortized loan issuance cost of $62,123 | 123,373,000 | 123,770,000 | ||
Accounts payable and accrued liabilities | 5,830,000 | 3,913,000 | ||
Due to related party | 233,000 | 385,000 | ||
Equity (Shareholders' Equity) | ||||
Member's Equity | 2,740,000 | 2,751,000 | ||
Accumulated earnings | (22,012,000) | $ (18,173,000) | ||
Equity Method Investments [Member] | ||||
Assets | ||||
Investments in real estate and fixed assets | 11,512,000 | |||
Cash | 41,000 | |||
Cash - restricted | 8,000 | |||
Prepaid expenses | 5,000 | |||
Total Assets | 11,566,000 | |||
Liabilities And Equity | ||||
Notes payable, net of unamortized loan issuance cost of $62,123 | 5,938,000 | |||
Accounts payable and accrued liabilities | 62,000 | |||
Due to related party | 28,000 | |||
Total Liabilities | 6,028,000 | |||
Equity (Shareholders' Equity) | ||||
Member's Equity | 6,129,000 | |||
Offering costs | (574,000) | |||
Accumulated earnings | 323,000 | |||
Distributions to members | (340,000) | |||
Total Equity | 5,538,000 | |||
Total liabilities and equity | 11,566,000 | |||
Income Statement | ||||
Revenue | 182,000 | |||
Expenses | (84,000) | |||
Net income | $ 98,000 |
Organization and Proposed Busin
Organization and Proposed Business Operations (Details Narrative) | 3 Months Ended | ||
Mar. 31, 2018USD ($)$ / sharesshares | Mar. 31, 2017shares | Dec. 31, 2017$ / sharesshares | |
Date of Incorporation | May 4, 2015 | ||
Incorporation State | Maryland | ||
Initial Offering Period | As of December 31, 2016, the Company ceased all selling efforts for the initial public offering (the Common Stock Offering) of its common stock. The Company accepted additional subscriptions through March 31, 2017, the last day of the Common Stock Offering. | ||
Number of Employees | 0 | ||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |
Shares Authorized | 98,999,000 | 98,999,000 | |
Shares Issued | 6,568,378 | 6,532,009 | |
Stock Issued Value | $ | $ 61,300,000 | ||
Deferred Offering Costs | $ | $ 1,100,000 | ||
Advisor | The Companys advisor is MVP Realty Advisors, LLC, dba The Parking REIT Advisors (the Advisor), a Nevada limited liability company, which is owned 60% by VRM II and 40% by VRM I. | ||
Redeemed Shares (Shares) | 7,636 | 18,179 | |
Preferred Stock Series A [Member] | |||
Preferred stock, shares authorized | 50,000 | 50,000 | |
Private Placement | The Company commenced a private placement of the shares of Series A, together with warrants to acquire the Companys common stock, to accredited investors on November 1, 2016 and closed the offering on March 24, 2017. | ||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Preferred stock proceeds, net of offering costs | $ | $ 2,600,000 | ||
Preferred stock, shares issued | 2,862 | 2,862 | |
Preferred stock, shares outstanding | 2,862 | 2,862 | |
Preferred Stock Series 1 [Member] | |||
Preferred stock, shares authorized | 97,000 | 97,000 | |
Private Placement | On April 7, 2017, the Company commenced a private placement of shares of Series 1, together with warrants to acquire the Companys common stock to accredited investors. On January 31, 2018, the Company closed the Series 1 preferred offering. | ||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Preferred stock proceeds, net of offering costs | $ | $ 35,850,000 | ||
Preferred stock, shares issued | 39,811 | 29,789 | |
Preferred stock, shares outstanding | 39,811 | 29,789 | |
MVP CP II / Sponser [Member] | |||
Shares Issued | 8,000 | ||
Stock Issued Value | $ | $ 200,000 | ||
Deferred Offering Costs | $ | 1,100,000 | ||
Cash Distributions | $ | $ 1,800,000 | ||
Distribution Reinvestment Plan "DRIP" [Member] | |||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 25 | ||
Shares Authorized | 50,000,000 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | |||
Mar. 31, 2018USD ($)shares | Mar. 31, 2017USD ($)shares | May 29, 2018$ / shares | Dec. 31, 2017USD ($)shares | |
Number of Parking Tenants | 14 | 6 | ||
Concentration Risk, Percentage, Major Customer, SP+ | 55.80% | 47.40% | ||
Major Customer SP+ Characteristics | SP+ is one of the largest providers of parking management in the United States. As of March 31, 2018, SP+ managed approximately 3,600 locations in North America. | |||
Federally Insured Amount Limit | $ | $ 250,000 | $ 250,000 | ||
Cash In Excess Of The Federally Insured Limits | $ | 800,000 | $ 5,600,000 | ||
Advertising Costs | $ | ||||
Outstanding Common Share Equivalents | ||||
Net Asset Value Per Share | $ / shares | $ 24.61 | |||
Redeemed Shares (Shares) | 7,636 | 18,179 | ||
Total Shares Issued - DRIP | 83,437 | |||
Preferred Stock Series A [Member] | ||||
Preferred stock, shares outstanding | 2,862 | 2,862 | ||
Preferred Stock Series 1 [Member] | ||||
Preferred stock, shares outstanding | 39,811 | 29,789 |
Related Party Transactions an38
Related Party Transactions and Arrangements (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Ownership of Company Stock | |||
Common Stock Outstanding | 6,568,378 | 6,532,009 | |
Distributions Paid - DRIP | $ 283,000 | ||
Sponsor [Member] | |||
Ownership of Company Stock | |||
Common Stock Outstanding | 13,269 | ||
VRM II [Member] | |||
Ownership of Company Stock | |||
Common Stock Outstanding | 359,546 | ||
Distributions Paid - DRIP | $ 33,000 | $ 8,000 | |
MVP I [Member] | |||
Ownership of MVP I | |||
Shares Owned (Pre-Merger) | 476,784 | ||
Shares Owned (After-Merger) | shares retired | ||
Sales Non-Affiliated Selling Agents [Member] | |||
Ownership of MVP I | |||
Selling Commissions Paid | $ 800,000 | ||
Sales By Affiliated Selling Agents [Member] | |||
Ownership of MVP I | |||
Selling Commissions Paid | 200,000 | ||
AMS [Member] | |||
Ownership of MVP I | |||
Dealer Manager Fee Paid | 200,000 | ||
Advisor [Member] | |||
Fees Paid in Connection with the Operations of the Company | |||
Acquisition Fees | 1,100,000 | 1,100,000 | |
Asset Management Fees | 800,000 | 200,000 | |
Operating Expenses Reimbursed To Affliate | 900,000 | ||
Fees Paid in Connection with the Liquidation or Listing of the Company's Real Estate Assets | |||
Disposition Fees | |||
Performance Fees |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Stock Options Granted Percentage Limit | 10.00% | |
Aggregate Maximum Number of Shares Under Incentive Plan | 500,000 | |
Long-Term Incentive Plan [Member] | ||
Grants |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Credit Agreement [Member] | |
Initiation Date | Dec. 29, 2017 |
Line of Credit, Description | On December 29, 2017, the Operating Partnership entered into a Credit Agreement (the âCredit Agreementâ) with the lenders party thereto (the âLendersâ), KeyBank as administrative agent (the âAdministrative Agentâ), and KeyBanc Capital Markets as lead arranger. The Credit Agreement provides for a $50 million senior secured revolving credit facility (the âRevolving Credit Facilityâ), which consists of a borrowing base revolving credit facility (the âBB Revolving Credit Facilityâ) and a working capital revolving credit facility (the âWC Revolving Credit Facilityâ). The Credit Agreement also provides the Operating Partnership with the option to increase the size of the Revolving Credit Facility and/or establish one or more new pari passu term loan facilities (each, a âTerm Loan Facilityâ) up to an aggregate commitment or principal amount of up to $350 million, subject to certain limitations. The BB Revolving Credit Facility and any Term Loan Facility mature on January 3, 2021, with two twelve-month extension options subject to certain conditions set forth in the Credit Agreement, which, if exercised by the Operating Partnership, would extend the maturity date to January 3, 2023. The WC Revolving Credit Facility matures on January 4, 2019, unless earlier terminated by the Operating Partnership. |
Interest Rate, Description | Borrowings under the Credit Agreement bear interest at a rate equal to the sum of a Margin (as such term is defined below) plus either a rate based on LIBOR for 1, 2 or 3 months or a base rate determined by reference to the highest of (1) the Administrative Agentâs prime lending rate, (2) the federal funds effective rate plus 50 basis points and (3) the LIBOR rate that would be payable on such day for a LIBOR rate loan with a one-month interest period plus 1.00%. For the BB Revolving Credit Facility and any Term Loan Facility, the Margin is determined by the consolidated leverage ratio until Operating Partnership achieves a senior unsecured credit rating of BBB-/Baa3 from S&P or Moodyâs at which time Borrower may elect to use an alternative pricing grid. The Margin for the BB Revolving Credit Facility ranges from 0.75% to 1.50% in the case of base rate loans, and 1.75% to 2.50%, in the case of LIBOR rate loans. The Margin for the Term Loan Facility ranges from 0.70% to 1.45%, in the case of base rate loans, and 1.70% to 2.450%, in the case of LIBOR rate loans. The Margin as of the date of effectiveness of the Credit Agreement is (1) in respect of BB Revolving Credit Facility, 1.50%, in the case of base rate loans, and 2.50%, in the case of LIBOR rate loans, and (2) in respect of any Term Loan Facility, 1.45%, in the case of base rate loans, and 2.45%, in the case of LIBOR rate loans. For the WC Revolving Credit Facility, the Margin is 3.00% in the case of base rate loans, and 4.00% in the case of LIBOR rate loans. |
Maximum Borrowing Capacity | $ 350,000,000 |
Amendmend and Waiver to the Credit Agreement [Member] | |
Initiation Date | Jun. 19, 2018 |
Line of Credit, Description | On June 19 2018, the Company (as âGuarantorâ), the Borrowers and the Lenders entered into an amendment and waiver to the Credit Agreement. Pursuant to the amendment and waiver, the Lenders agreed to waive the Borrowersâ breach of the fixed charge coverage ratio for the period ended March 31, 2018, and the Borrowersâ requirement to comply with the fixed charge coverage ratio for the period ended June 30, 2018 and September 30, 2018, and the Guarantorâs breach of the financial reporting obligations under the credit agreement for the periods ended December 31, 2017 and March 31, 2018. Pursuant to the amendment and waiver, the Lenders, the Borrowers and the Company (as Guarantor) also agreed to the following, among other changes: - the Fixed Charge Coverage Ratio shall not be less than (i) at any time on or prior to June 30, 2019, 1.35:1.00, and (ii) at any time thereafter, 1.60:1.00; - the Lenders shall advance approximately $27.4 million to fund the Borrowersâ acquisition costs of pending property purchases; - the Borrowers shall make mandatory principal payments on the WC Revolving Credit Facility in the amounts and at the times scheduled therein; - the WC Revolving Credit Facility shall be reduced to $16.1 million and the Lendersâ obligations to make WC Revolving Loans shall be terminated; - the Company shall file to list and register its common stock on a recognized exchange in the United States by no later than July 31, 2018, obtain approval of such listing application by August 31, 2018 and complete the listing by September 30, 2018; - the Company shall redeem all of its outstanding Series A and Series 1 preferred stock and pay the entire redemption price in the form of shares of the Companyâs common stock (as is permitted by the articles supplementary governing each series of preferred stock), within 30 days after the completion of the listing of its common stock on a national securities exchange; - the Company shall make no cash distributions to its preferred shareholders after the earlier of (i) 30 days after the completion of the public listing or (ii) September 30, 2018; - the collateral under the existing credit facility shall include certain recently purchased properties and Borrowers shall not be entitled to release any collateral prior to the retirement in full of the WC Revolving Credit Facility; and - prior to the retirement of the WC Revolving Credit Facility, management fees paid by the Company to the Advisor shall not exceed $200,000 per quarter. |
Notes Payable and Notes Payable
Notes Payable and Notes Payable Related Party (Details Narrative) - Loans [Member] | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Interest Incurred | $ 1,800,000 |
Loan Amortization Cost | $ 100,000 |
Investment In DST (Details Narr
Investment In DST (Details Narrative) | 3 Months Ended | |
Mar. 31, 2018USD ($)a$ / shares | Mar. 31, 2017USD ($) | |
Mortgage | ||
Distributions Received | $ 52,000 | |
MVP St. Louis Cardinal Lot, DST [Member] | ||
Location | 500 South Broadway, St. Louis | |
Area (acres) | a | 2.56 | |
No. Parking Spaces | $ / shares | 376 | |
Purchase Price | $ 11,350,000 | |
Purchase Details | The Property was purchased by MVP St. Louis from an unaffiliated seller for a purchase price of $11,350,000, plus payment of closing costs, financing costs, and related transactional costs. | |
Mortgage | ||
Tenant | MVP St. Louis Cardinal Lot Master Tenant, LLC, an affiliate of MVP Realty, as tenant, (the St. Louis Master Tenant). St. Louis Master Tenant, in turn, concurrently entered into a 10-year sublease with Premier Parking of Missouri, LLC | |
Minimum Revenue | $ 414,000 | |
Distributions Received | $ 52,000 | |
MVP St. Louis Cardinal Lot, DST [Member] | Mortgage Loan [Member] | ||
Mortgage | ||
Debt Issuer | Cantor Commercial Real Estate Lending, L.P | |
Amount | $ 6,000,000 | |
Term | 10 years | |
Interest | 5.25% | |
Annual Debt Service Payment | $ 315,000 | |
MVP St. Louis [Member] | ||
Percentage Investment in MVP St. Louis | 51.00% | |
Real Estate Investment In Joint Venture Amount | $ 2,800,000 | |
Mortgage | ||
Lease Term | 10 years |
Preferred Stock and Warrants (D
Preferred Stock and Warrants (Details Narrative) | 3 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | |
Preferred Stock Series A | |
Preferred stock, shares authorized | shares | 50,000 |
Preferred stock par value | $ / shares | $ 0.0001 |
Share Value Raised | $ | $ 2,500,000 |
Dividends | The holders of the Series A Preferred Stock shall be entitled to receive, when and as authorized by the board of directors and declared by the Company out of funds legally available for the payment of dividends, cash dividends at the rate of 5.75% per annum of the initial stated value of $1,000 per share. If a Listing Event, as defined in the offering, has not occurred by March 31, 2017, the cash dividend rate shall increase to 7.50%, until a Listing Event has occurred. Based on the number of Series A shares outstanding at March 31, 2018, the increased dividend rate would cost the Company approximately $13,000 more per quarter in Series A dividends. |
Conversion Options | Subject to the Companys redemption rights as described below, each Share will be convertible into shares of the Companys common stock, at the election of the holder thereof by written notice to the Company (each, a Conversion Notice) containing the information required by the charter, at any time beginning upon the earlier of (i) 90 days after the occurrence of a Listing Event or (ii) the second anniversary of the final Closing of this Offering (whether or not a Listing Event has occurred). Each Share will convert into a number of shares of the Companys common stock determined by dividing (i) the sum of (A) 100% of the Stated Value, initially $1,000, plus (B) any accrued but unpaid dividends to, but not including, the date of conversion, by (ii) the conversion price for each share of the Companys common stock (the Conversion Price) determined as follows: Provided there has been a Listing Event, if a Conversion Notice with respect to any Share is received on or prior to the day immediately preceding the first anniversary of the issuance of such Share, the Conversion Price for such Share will be equal to 110% of the volume weighted average price per share of the common stock of the Company (or its successor) for the 20 trading days prior to the delivery date of the Conversion Notice. Provided there has been a Listing Event, if a Conversion Notice with respect to any Share is received on or after the first anniversary of the issuance of such Share, the Conversion Price for such Share will be equal to the volume weighted average price per share of the common stock of the Company (or its successor) for the 20 trading days prior to the delivery date of the Conversion Notice. If a Conversion Notice with respect to any Share is received on or after the second anniversary of the final Closing of this Offering, and at the time of receipt of such Conversion Notice, a Listing Event has not occurred, the Conversion Price for such Share will be equal to 100% of the Companys net asset value per share, or NAV per share, if then established, and until the Company establishes a NAV per share, the Conversion Price will be equal to $25.00, or the initial offering price per share of the Companys common stock in the Common Stock Offering. If and when the Amended Charter becomes effective, the date by which holders of Series A must provide notice of conversion will be changed from the day immediately preceding the first anniversary of the issuance of such share to December 31, 2017. This change will conform the terms of the Series A with the terms of the Series 1 with respect to conversions. |
Warrants | Each investor in the Series A received, for every $1,000 in shares subscribed by such investor, detachable warrants to purchase 30 shares of the Companys common stock if the Companys common stock is listed on a national securities exchange. The warrants exercise price is equal to 110% of the volume weighted average closing stock price of the Companys common stock over a specified period as determined in accordance with the terms of the warrant; however, in no event shall the exercise price be less than $25 per share. As of March 31, 2018, there were detachable warrants that may be exercised for 84,510 shares of the Companys common stock after the 90th day following the occurrence of a listing event. These potential warrants will expire five years from the 90th day after the occurrence of a listing event. If all the potential warrants outstanding at March 31, 2018 became exercisable because of a listing event and were exercised at the minimum price of $25 per share, gross proceeds to the Company would be approximately $2.1 million and the Company would as a result issue an additional 84,510 shares of common stock. As of March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017 the Company had an estimated fair market value of potential warrants that was immaterial. |
Series 1 Preferred Stock [Member] | |
Preferred stock, shares authorized | shares | 97,000 |
Preferred stock par value | $ / shares | $ 0.0001 |
Dividends | The holders of the Series 1 Preferred Stock are entitled to receive, when and as authorized by the Companyâs board of directors and declared by us out of legally available funds, cumulative, cash dividends on each Share at an annual rate of 5.50% of the Stated Value pari passu with the dividend preference of the Series A Preferred Stock and in preference to any payment of any dividend on the Companyâs common stock; provided, however, that Qualified Purchasers (who purchased $1.0 million or more in a single closing) are entitled to receive, when and as authorized by the Companyâs board of directors and declared by us out of legally available funds, cumulative, cash dividends on each Share held by such Qualified Purchaser at an annual rate of 5.75% of the Stated Value (instead of the annual rate of 5.50% for all other holders of the Shares) until April 7, 2018, at which time, the annual dividend rate will be reduced to 5.50% of Stated Value; provided further, however, that if a Listing Event has not occurred by April 7, 2018, the annual dividend rate on all Shares (without regard to Qualified Purchaser status) will be increased to 7.00% of the Stated Value until the occurrence of a Listing Event, at which time, the annual dividend rate will be reduced to 5.50% of the Stated Value. Based on the number of Series 1 shares outstanding at March 31, 2018, the increased dividend rate would cost the Company approximately $150,000 more per quarter in Series 1 dividends. |
Conversion Options | Subject to the Companys redemption rights as described below, each Share will be convertible into shares of the Companys common stock, at the election of the holder thereof by written notice to the Company (each, a Conversion Notice) containing the information required by the charter, at any time beginning upon the earlier of (i) 45 days after the occurrence of a Listing Event or (ii) April 7, 2019 (whether or not a Listing Event has occurred). Each Share will convert into a number of shares of the Companys common stock determined by dividing (i) the sum of (A) 100% of the Stated Value, initially $1,000, plus (B) any accrued but unpaid dividends to, but not including, the date of conversion, by (ii) the conversion price for each share of the Companys common stock (the Conversion Price) determined as follows: Provided there has been a Listing Event, if a Conversion Notice with respect to any Share is received prior to December 1, 2017, the Conversion Price for such Share will be equal to 110% of the volume weighted average price per share of the common stock of the Company (or its successor) for the 20 trading days prior to the delivery date of the Conversion Notice. Provided there has been a Listing Event, if a Conversion Notice with respect to any Share is received on or after December 1, 2017, the Conversion Price for such Share will be equal to the volume weighted average price per share of the common stock of the Company (or its successor) for the 20 trading days prior to the delivery date of the Conversion Notice. If a Conversion Notice with respect to any Share is received on or after April 7, 2019, and at the time of receipt of such Conversion Notice, a Listing Event has not occurred, the Conversion Price for such Share will be equal to 100% of the Companys net asset value per share, or NAV per share, if then established, and it establishes a NAV per share, the Conversion Price will be equal to $25.00, or the initial offering price per share of the Companys common stock in the Common Stock Offering. |
Warrants | Each investor in the Series 1 received, for every $1,000 in shares subscribed by such investor, detachable warrants to purchase 35 shares of the Companyâs common stock if the Companyâs common stock is listed on a national securities exchange. The warrantsâ exercise price is equal to 110% of the volume weighted average closing stock price of the Companyâs common stock over a specified period as determined in accordance with the terms of the warrant; however, in no event shall the exercise price be less than $25 per share. As of March 31, 2018, there were detachable warrants that may be exercised for 1,382,675 shares of the Companyâs common stock after the 90th day following the occurrence of a listing event. These potential warrants will expire five years from the 90th day after the occurrence of a listing event. If all the potential warrants outstanding at March 31, 2018 became exercisable because of a listing event and were exercised at the minimum price of $25 per share, gross proceeds to the Company would be approximately $34.6 million and as a result the Company would issue an additional 1,382,675 shares of common stock. As of March 31, 2017, June 30, 2017, September 30, 2017, December 31, 2017 and March 31, 2018 the Company had an estimated fair market value of potential warrants that was immaterial. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Jun. 14, 2018 | May 14, 2018 | Jun. 30, 2018 | Jun. 19, 2018 | May 31, 2018 | May 29, 2018 | Apr. 29, 2018 | Apr. 27, 2018 |
Audi Committee Internal Investigation [Member] | ||||||||
Date of Event | Apr. 27, 2018 | |||||||
Description | On April 27, 2018, the Audit Committee concluded its internal investigation, and the Company filed a report on Form 8-K regarding the Audit Committees investigation on May 3, 2018. | |||||||
Resignation of Independent Director [Member] | ||||||||
Date of Event | Apr. 29, 2018 | |||||||
Description | On April 29, 2018, the board of directors of the Company received a letter from Allen Wolff pursuant to which he resigned as an independent director from the board, effective immediately. Prior to his resignation, Mr. Wolff was a member of the Audit Committee. | |||||||
Dismissal of RSM [Member] | ||||||||
Date of Event | Apr. 29, 2018 | |||||||
Description | On April 29, 2018, the Company dismissed RSM US LLP, (RSM) as the Company's independent registered public accounting firm. The dismissal of RSM was approved by a majority of the members of the Audit Committee of the Companys Board of Directors. | |||||||
Non-Renewal of Employment Agreement [Member] | ||||||||
Date of Event | May 14, 2018 | |||||||
Description | On May 14, 2018, the Advisor informed Edwin Bentzen IV, the Companys Chief Financial Officer, that it does not intend to renew Mr. Bentzens employment agreement which expires on June 13, 2018. Non-renewal of Mr. Bentzen's employment agreement as the Company's Chief Financial Officer was subject to the approval of the Company's board of directors. | |||||||
Suspension of Share Repurchase Program [Member] | ||||||||
Date of Event | May 29, 2018 | |||||||
Description | On May 29, 2018, the Companys board of directors suspended the Companys share repurchase program, other than for repurchases in connection with a shareholder's death. | |||||||
Net Asset Value Per Share [Member] | ||||||||
Date of Event | May 29, 2018 | |||||||
Description | On May 29, 2018, the Company established a NAV equal to $24.61 per common share. | |||||||
Board of Directors Approval on Non-Renewal of Employment Agreement [Member] | ||||||||
Date of Event | May 31, 2018 | |||||||
Description | On May 31, 2018 the board of directors of the Company approved the non-renewal of Mr. Bentzen's employment agreement. Mr. Bentzen and the Company agreed that June 1, 2018 was Mr. Bentzen's last day as Chief Financial Officer of the Company. The Company and Mr. Bentzen entered into a Separation Agreement dated June 1, 2018 which provided for a revocation period by Mr. Bentzen of seven (7) days. The seven (7) day period has now expired and the Separation Agreement is in full force and effect. The Separation Agreement covers Mr. Bentzen's positions with The Parking REIT, Inc., MVP Realty Advisors and various of their affiliates. Pursuant to the Separation Agreement, Mr. Bentzen received severance in the collective amount of $50,000 and there was a mutual release of all claims between the parties. The foregoing description of the Separation Agreement is only a summary and is qualified in its entirety by the full text of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.03. | |||||||
Interim Chief Financial Officer [Member] | ||||||||
Date of Event | May 31, 2018 | |||||||
Description | On May 31, 2018, Brandon Welch was appointed as the Interim Chief Financial Officer ("CFO"). Mr. Welch has been employed with MVP Realty Advisors since the inception in 2012 of MVP REIT, a predecessor to the Company. | |||||||
Sold Two Surface Parking Lots [Member] | ||||||||
Date of Event | Jun. 14, 2018 | |||||||
Description | On June 14, 2018 the Company, through entities wholly owned by the Company, sold two surface parking lots in St. Louis for $8.5 million to the Land Clearance For Redevelopment Authority of the City of St. Louis, a public body corporate and politic of the State of Missouri. Additionally, the purchaser agreed to pay 50% of the premium associated with defeasance of two CMBS loans which were cross-collateralized. The loans encumbered the following properties: MVP St. Louis Convention Plaza, MVP St. Louis Lucas, MVP KC Cherry Lot, MVP Indianapolis City Park Garage, and MVP Indianapolis Washington Street Lot. Subsequent to the defeasance of the loan that encumbered MVP Indianapolis City Park Garage and MVP Indianapolis Washington Street Lot, the Company added the two Indianapolis properties to the KeyBank Borrowing Base revolving credit facility, drawing approximately $8.7 million, of which approximately $1.6 million was used to pay down the KeyBank Working Capital revolving credit facility. | |||||||
Amendment and Waiver to the Existing Credit Agreement [Member] | ||||||||
Date of Event | Jun. 19, 2018 | |||||||
Description | On June 19, 2018, the Company, the Borrowers and the Lenders entered into an amendment and waiver to the Companyâs existing credit agreement, as further described in the section entitled âManagementâs Discussion and Analysis of Financial Condition and Results of Operations â Liquidity and Capital Resources.â | |||||||
A Multi-Level Parking Garage [Member] | ||||||||
Date of Event | Jun. 21, 2018 | |||||||
Description | On June 21, 2018, the Company through MVP Hawaii Marks Garage, LLC ("MVP Marks Garage"), an entity owned by the Company, acquired a multi-level parking garage consisting of approximately 308 parking spaces and 16,205 square feet of retail space located in Honolulu, Hawaii, for a purchase price of $20.4 million, plus acquisition and financing-related transaction costs. The Company owns a 100% equity interest in the MVP Marks Garage. The parking garage will be operated by SP Plus Corporation ("SP+") under a long-term lease, where SP will be responsible for annual base rent of $946,000 and 75% of all gross revenue above $1,250,000. The purchase price was funded through the Company's Borrowing Base revolving credit facility from KeyBank in the amount of approximately $11.2 million, the CompanysCompanyâs working capital revolving credit facility from KeyBank in the amount of approximately $7.5 million and the remaining $1.7 million was funded from the Company's available cash. |