Acquisitions | Note I - Acquisitions 2015 Denver Sherman On January 26, 2015 the Company closed on the purchase of a 0.14 acre parking lot located at 1963 Sherman Street, Denver, Colorado, consisting of approximately 28 parking spaces, for a purchase price of approximately $0.6 million, plus certain closing costs. The parking lot is leased to the City of Denver School District Number 1. Fort Worth Taylor On March 16, 2015, the Company closed on its $23.3 million purchase of a multi-level parking garage. The parking garage consists of 1,013 parking spaces and approximately 11,828 square feet of office space. The parking garage is located in Fort Worth, Texas. The $23.3 million purchase price included assumption of the existing financing on the parking garage. The existing financing has a maturity date of August 2021, has a balance of approximately $12.2 million, and an interest rate of 5.59% per annum. The Company paid customary closing costs in connection with the transaction. The parking garage is leased to SP Plus Corporation. Milwaukee Old World On March 31, 2015, the Company closed on the purchase of St. Louis Convention Plaza On May 13, 2015, the Company closed on the purchase of Houston Saks Garage On May 28, 2015, the Company closed on the purchase of St. Louis Lucas On June 29, 2015, the Company closed on the purchase of Milwaukee Wells On June 30, 2015, the Company closed on the purchase of Wildwood NJ Lot On July 10, 2015, the Company, through its wholly owned entity, MVP Wildwood NJ Lot, LLC, a Nevada limited liability company, announced that it has closed on the purchase of a parking lot for approximately $1.0 million in cash. The parking lot is located at 400 East Magnolia Ave, Wildwood, NJ. The parking lot #1 consists of 11,250 square feet and has 29 parking spaces. The parking lot is zoned T/E, and allows for a maximum building height of 250 feet. At closing, parking lot #1 was managed by SP Plus Corporation. On December 16, 2015, the Company purchased an adjacent lot for approximately $0.6 million in cash. The parking lot is located at 401 East Glenwood Ave, Wildwood, NJ (parking lot #2). Parking lost #2 consists of 13,500 square feet and has 46 spaces. Through the acquisition of the second lot, the management agreement with SP+ has been cancelled and a lease for the two parking lots has been executed. Indy City Parking Garage On October 5, 2015, the Company purchased a parking garage for approximately $10.5 million. The parking garage is located at 120 East Washington Street, Indianapolis, Indiana. The parking garage consists of approximately 52,650 square feet and has approximately 370 parking spaces. The parking garage is zoned CBD-1 and allows for a maximum building height of five stories. The parking garage will be leased by ABM Onsite Services - Midwest, Inc., a subsidiary of ABM Industries, Inc., which trades on the New York Stock Exchange as ticker symbol ABM. KC Cherry Lot On October 9, 2015, the Company purchased a parking lot for approximately $515,000 in cash. The parking lot is located at 1109 Cherry Street, Kansas City, Missouri. The parking lot consists of approximately 26,304 square feet and has approximately 84 parking spaces. The parking lot is zoned UR. The parking lot will be leased by SP Plus Corporation. Indy WA Street On October 29, 2015, the Company purchased a parking lot for approximately $5 million in cash. The parking lot is located at 301 E. Washington Street, Indianapolis, IN 46204. The parking lot consists of approximately 46,403 square feet and has approximately 149 parking spaces. The parking lot will be leased by Denison Parking Inc., an Indianapolis parking operator. The following table is a summary of the acquisitions for the year ended December 31, 2015: Assets Liabilities Land and Improvements Building and improvements Total assets acquired Notes Payable Assumed Net assets and liabilities acquired Denver Sherman $ 585,000 $ -- $ 585,000 $ -- $ 585,000 Ft. Worth Taylor 5,834,000 17,502,000 23,336,000 12,180,000 11,156,000 Milwaukee Old World 1,000,000 -- 1,000,000 -- 1,000,000 St. Louis Convention Plaza 2,575,000 -- 2,575,000 -- 2,575,000 Houston Saks Garage 3,565,000 4,810,000 8,375,000 -- 8,375,000 St. Louis Lucas 3,463,000 -- 3,463,000 -- 3,463,000 Milwaukee Wells 3,900,000 -- 3,900,000 -- 3,900,000 Wildwood NJ Lot#1 970,000 -- 970,000 -- 970,000 Indy City Park 1,226,000 9,274,000 10,500,000 -- 10,500,000 KC Cherry Street 515,000 -- 515,000 -- 515,000 Indy WA Street 4,995,000 -- 4,995,000 -- 4,995,000 Wildwood NJ #2 615,000 -- 615,000 -- 615,000 $ 29,245,000 $ 31,586,000 $ 60,829,000 $ 12,180,000 $ 48,649,000 Pro forma results of the Company The following table of pro forma consolidated results of operations of the Company for the years ended December 31, 2015 and 2014, and assumes that the acquisition was completed as of January 1, 2014. For the year ended December 31, 2015 For the year ended December 31, 2014 Revenues from continuing operations $ 6,534,000 $ 4,829,000 Net income (loss) available to common stockholders $ (75,000) 545,000 Net income (loss) available to common stockholders per share basic $ (0.01) $ 0.15 Net income (loss) available to common stockholders per share diluted $ (0.01) $ 0.15 Revenue and expenses of acquisitions since acquisition dates included in consolidated statement of operations The following is a summary of the results of operations related to the net assets and liabilities acquired for the period from acquisition dates through December 31, 2015: Revenue $ 2,328,000 Expenses (3,483,000) Net loss $ (1,105,000) 2014 On April 30, 2014, the Company exercised its Purchase Right and acquired VRM I and VRM IIs interest in the five parking facilities, net of the assumed debt secured by the real estate and VRM IIs interest in the storage facility, net of the assumed debt secured by the real estate. In exchange VRM I and VRM II received interest in four office properties, net of the assumed debt secured by the real estate. The difference between the net amount of the assets exchanged was paid in cash. As a result, the Company now holds 100% interest in the five parking facilities and storage facility, and VRM I and VRM II together hold 100% interest in the four office properties. The transaction was approved by the Board of Directors of the Company, VRM I and VRM II. The following table summarizes the acquisition-date fair value of the total consideration transferred: Assets Cash $ 101,000 Other assets 22,000 Land and improvements 6,275,000 Building and improvements 18,521,000 Tenant improvements 165,000 Total assets transferred 25,084,000 Liabilities Accounts payable and accrued liabilities 58,000 Notes payable 14,335,000 Total liabilities transferred 14,393,000 Acquisition-date fair value of the total consideration transferred $ 10,691,000 The related assets, liabilities, and results of operations of the acquired properties are included in the consolidated financial statements as of the date of acquisition. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date for our 2014 acquisition: Assets Acquired Assets Cash received $ 1,392,000 Other assets 171,000 Land and improvements 11,200,000 Building and improvements 736,000 49% Non-controlling interest portion of Red Mountain 1,208,000 Total assets acquired 14,707,000 Liabilities Accrued liabilities 10,000 Notes payable 4,278,000 Total liabilities assumed 4,288,000 Net assets acquired $ 10,419,000 We recognized acquisition expense related to the acquisition of parking facilities of which includes a 7.5% guaranteed return of approximately $0.5 million to VRM I and VRM II for their investment in these properties. Additionally, we reimbursed VRM I and VRM II for the loss they incurred related to the sale of MVP PF Baltimore 2013, LLC and acquisition expenses. These expenses incurred in the acquisition of the parking facilities totaled $1,336,000 of which VRM I and VRM IIs share was $0.2 million and $0.3 million, respectively. During December 2014, the Company has acquired 70% tenant-in-common interest in a parking garage located in Cincinnati OH. The Company financed $9.0 million of the $15.0 million purchase price with a 10 year loan with a fixed interest rate of 4.25%. This loan is secured by the property. Pro forma results of the Company The following table of pro forma consolidated results of operations of the Company for the years ended December 31, 2014 and 2013, and assumes that the acquisition was completed as of January 1, 2013. For the year ended December 31, 2014 For the year ended December 31, 2013 Revenues from continuing operations $ 2,494,000 $ 2,218,000 Net loss available to common stockholders $ (740,000) (3,539,000) Net loss available to common stockholders per share basic $ (0.20) $ (3.40) Net loss available to common stockholders per share diluted $ (0.20) $ (3.40) Revenue and expenses of acquisitions since acquisition dates included in consolidated statement of operations The following is a summary of the results of operations related to the net assets and liabilities acquired for the period from acquisition dates through December 31, 2014: Revenue $ 658,000 Expenses (546,000) Net Income $ 112,000 |