Acquisitions | Note I - Acquisitions Property Name Location Purchase Date Property Type # Spaces Property Size (Acres) Retail Sq Ft Aggregate Initial Purchase Price % Owned MVP PF Ft. Lauderdale 2013, LLC Ft. Lauderdale, FL 7/31/2013 Lot 66 0.61 4,017 $3,400,000 100.0% MVP PF Kansas City 2013, LLC Kansas City, MO 8/28/2013 Lot 164 1.18 N/A $1,550,000 100.0% MVP PF Memphis Poplar 2013, LLC Memphis, TN 8/28/2013 Lot 125 0.86 N/A $2,685,000 100.0% MVP PF Memphis Court 2013, LLC Memphis, TN 8/28/2013 Lot 37 0.41 N/A $190,000 100.0% MVP PF St. Louis 2013, LLC St Louis, MO 9/4/2013 Lot 179 1.22 N/A $4,125,000 100.0% MVP Denver Sherman, LLC Denver, CO 1/26/2015 Lot 28 0.14 N/A $585,000 100.0% MVP Milwaukee Old World, LLC Milwaukee, WI 3/31/2015 Lot 54 0.26 N/A $1,000,000 100.0% MVP St. Louis Convention Plaza, LLC St. Louis, MO 5/13/2015 Lot 221 1.26 N/A $2,575,000 100.0% MVP St. Louis Lucas, LLC St. Louis, MO 6/29/2015 Lot 217 1.16 N/A $3,463,000 100.0% MVP Milwaukee Wells, LLC Milwaukee, WI 6/30/2015 Lot 100 0.95 N/A $3,900,000 100.0% MVP Wildwood NJ Lot, LLC (1) Wildwood, NJ 7/10/2015 Lot 29 0.26 N/A $970,000 100.0% MVP KC Cherry Lot, LLC Kansas City, MO 10/9/2015 Lot 84 0.60 N/A $515,000 100.0% MVP Indianapolis WA Street Lot, LLC Indianapolis, IN 10/29/2015 Lot 150 1.07 N/A $4,995,000 100.0% MVP Wildwood NJ Lot, LLC #2 (1) Wildwood, NJ 12/16/2015 Lot 45 0.31 N/A $615,000 100.0% Minneapolis City Parking, LLC Minneapolis, MN 1/6/2016 Lot 270 4.36 N/A $9,395,000 87.0% MVP Indianapolis Meridian Lot, LLC Indianapolis, IN 1/15/2016 Lot 39 0.24 N/A $1,550,000 100.0% MVP Milwaukee Clybourn, LLC Milwaukee, WI 1/20/2016 Lot 15 0.06 N/A $205,000 100.0% MVP Milwaukee Arena Lot, LLC Milwaukee, WI 2/1/2016 Lot 75 1.11 N/A $3,900,000 100.0% MVP Clarksburg Lot, LLC Clarksburg, WV 2/9/2016 Lot 94 0.81 N/A $620,000 100.0% MVP Denver Sherman 1935, LLC Denver, CO 2/12/2016 Lot 72 0.43 N/A $2,438,000 76.0% MVP Houston Preston Lot, LLC Houston, TX 11/22/2016 Lot 46 0.23 N/A $2,800,000 80.0% Mabley Place Garage, LLC Cincinnati, OH 12/9/2014 Garage 775 0.90 8,400 $14,580,000 83.0% MVP Fort Worth Taylor, LLC Fort Worth, TX 3/16/2015 Garage 1,013 1.18 11,828 $23,336,000 100.0% MVP Houston Saks Garage, LLC Houston, TX 5/28/2015 Garage 265 0.36 5,000 $8,375,000 100.0% MVP Indianapolis City Park, LLC Indianapolis, IN 10/5/2015 Garage 370 0.47 N/A $10,500,000 100.0% MVP Bridgeport Fairfield Garage, LLC Bridgeport, CT 3/30/2016 Garage 878 1.01 4,349 $7,800,000 90.0% MVP Minneapolis Venture, LLC Minneapolis, MN 1/6/2016 For Sale Lot 185 4.36 N/A $6,100,000 87.0% 2016 The following table is a summary of the acquisitions for the year ended December 31, 2016: Assets Liabilities Land and Improvements Building and improvements Total assets acquired Notes Payable Assumed Net assets and liabilities acquired Minneapolis Venture* $ 6,100,000 $ -- $ 6,100,000 $ -- $ 6,100,000 Indianapolis Meridian 1,550,000 -- 1,550,000 -- 1,550,000 Milwaukee Clybourn 205,000 -- 205,000 -- 205,000 Milwaukee Arena 3,900,000 -- 3,900,000 -- 3,900,000 Clarksburg Lot 620,000 -- 620,000 -- 620,000 Denver 1935 Sherman 2,438,000 -- 2,438,000 -- 2,438,000 Bridgeport Fairfield 972,000 6,828,000 7,800,000 -- 7,800,000 Minneapolis City Parking 9,395,000 -- 9,395,000 -- 9,395,000 Houston Preston Lot 2,800,000 -- 2,800,000 -- 2,800,000 $ 27,980,000 $ 6,828,000 $ 34,808,000 $ -- $ 34,808,000 *Minneapolis Venture is currently reported as held for sale. 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, 2016, 2015 and 2014 assumes that the acquisitions were completed as of January 1, 2014. For the Years Ended December 31, 2016 2015 2014 Revenues from continuing operations $ 8,943,000 $ 6,568,000 $ 2,576,000 Net income (loss) available to common stockholders $ (2,781,000) (99,000) $ 1,074,000 Net loss available to common stockholders per share – basic $ (0.25) $ (0.01) $ 0.30 Net loss available to common stockholders per share – diluted $ (0.25) $ (0.01) $ 0.30 Revenue and expenses of acquisitions since acquisition dates included in the 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, 2016: Revenue $ 1,596,000 Expenses (1,578,000) Net income $ 18,000 On August 18, 2016, we acquired an additional 13.3% tenant-in-common interest in the Mabley Place Garage, LLC, bringing our total ownership to 83.34%, for approximately $0.9 million. 2015 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 $ 29,243,000 $ 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 $ (1,155,000) 2014 On April 30, 2014, the Company exercised its Purchase Right and acquired VRM I and VRM II’s interest in the five parking facilities, net of the assumed debt secured by the real estate and VRM II’s 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 II’s share was $0.2 million and $0.3 million, respectively. 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 |