Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Jun. 21, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | Parking REIT, Inc. | ||
Entity Central Index Key | 1,642,985 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
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 Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 6,550,200 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Investments in real estate | ||
Land and improvements | $ 131,169,000 | $ 28,854,000 |
Buildings and improvements | 153,456,000 | 24,889,000 |
Construction in progress | 750,000 | |
Intangible Assets | 2,427,000 | |
[us-gaap:RealEstateInvestmentPropertyAtCost] | 287,802,000 | 53,743,000 |
Accumulated depreciation | (2,231,000) | (195,000) |
Total investments in real estate, net | 285,571,000 | 53,548,000 |
Investment in equity method investee | 1,150,000 | |
Investments in cost method investee - held for sale | 836,000 | |
Investments in cost method investee | 936,000 | |
Assets held for sale | 6,543,000 | 700,000 |
Cash | 8,501,000 | 4,885,000 |
Cash - restricted | 8,229,000 | 100,000 |
Prepaid expenses | 184,000 | 283,000 |
Accounts receivable | 409,000 | 208,000 |
Investments in MVP REIT, Inc. | 3,034,000 | |
Investment in DST | 2,821,000 | |
Other assets | 685,000 | 4,575,000 |
Total assets | 312,943,000 | 70,255,000 |
Liabilities | ||
Notes payable, net of unamortized loan issuance costs of approximately $1.9 million and $0.1 million as of December 31, 2017 and 2016, respectively | 123,770,000 | 5,318,000 |
Lines of credit, net of unamortized loan issuance costs of approximately $0.45 million and $0.2 million as of December 31, 2017 and 2016, respectively | 22,302,000 | 7,957,000 |
Accounts payable and accrued liabilities | 3,913,000 | 485,000 |
Security Deposit | 202,000 | 2,000 |
Due to related parties | 385,000 | 575,000 |
Deferred revenue | 195,000 | 45,000 |
Total liabilities | 150,767,000 | 14,382,000 |
Commitments and contingencies | ||
The Parking REIT, Inc. Stockholders' Equity | ||
Common stock | ||
Additional paid-in capital | 177,598,000 | 56,875,000 |
Accumulated deficit | (18,173,000) | (5,126,000) |
Total The Parking REIT, Inc. Shareholders' Equity | 159,425,000 | 51,749,000 |
Non-controlling interest | 2,751,000 | 4,124,000 |
Total equity | 162,176,000 | 55,873,000 |
Total liabilities and equity | 312,943,000 | 70,255,000 |
Preferred Stock Series A [Member] | ||
The Parking REIT, Inc. Stockholders' Equity | ||
Preferred stock | ||
Preferred Stock Series 1 [Member] | ||
The Parking REIT, Inc. Stockholders' Equity | ||
Preferred stock | ||
Non Voting Non Participating Convertible Stock [Member] | ||
The Parking REIT, Inc. Stockholders' Equity | ||
Common stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Notes payable, unamortized loan issuance costs | $ 1,900,000 | $ 100,000 |
Line of credit, unamortized loan issuance costs | $ 450,000 | $ 200,000 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 98,999,000 | 98,999,000 |
Common stock, shares issued | 6,532,009 | 2,301,828 |
Common stock, shares outstanding | 6,532,009 | 2,301,828 |
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 | 0 |
Preferred stock, shares outstanding | 2,862 | 0 |
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 | 29,789 | 0 |
Preferred stock, shares outstanding | 29,789 | 0 |
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 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | ||
Base rent income | $ 9,212,000 | $ 1,602,000 |
Percentage rent income | 1,173,000 | |
Total revenues | 10,385,000 | 1,602,000 |
Operating expenses | ||
Property taxes | 677,000 | 65,000 |
Property operating expense | 981,000 | 395,000 |
Asset management expense - related party | 1,259,000 | 197,000 |
General and administrative | 1,897,000 | 1,049,000 |
Merger costs | 2,616,000 | |
Merger costs - related party | 3,600,000 | |
Acquisition expenses | 2,695,000 | 2,472,000 |
Acquisition expenses - related party | 1,957,000 | 1,229,000 |
Seminar | 16,000 | |
Depreciation | 2,036,000 | 195,000 |
Total operating expenses | 17,718,000 | 5,618,000 |
Loss from operations | (7,333,000) | (4,016,000) |
Other income (expense) | ||
Interest expense | (4,651,000) | (154,000) |
Distribution income - related party | 189,000 | 34,000 |
Gain from sale of investment in real estate | 1,200,000 | |
Gain from acquisition of real estate - equity method | 180,000 | |
Income from DST | 105,000 | |
Loss from assets held for sale, net of income taxes | (19,000) | |
Income from investment in equity method investee | (19,000) | (3,000) |
Total other expense | (2,958,000) | (136,000) |
Net loss | (10,291,000) | (4,152,000) |
Net income attributable to non-controlling interest | 460,000 | 116,000 |
Net loss attributable to The Parking REIT, Inc.'s stockholders | (10,751,000) | (4,268,000) |
Preferred stock distributions declared - Series A | (142,000) | |
Preferred stock distributions declared - Series 1 | (518,000) | |
Net loss attributable to The Parking REIT, Inc.'s common stockholders | $ (11,411,000) | $ (4,268,000) |
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 | $ (4.21) | $ (3.87) |
Distributions declared per common share | $ (0.24) | $ 0.66 |
Weighted average common shares outstanding, basic and diluted | 2,709,977 | 1,102,459 |
Consolidated Statements Of Chan
Consolidated Statements Of Changes in Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest | Total |
Beginning Balance at Dec. 31, 2015 | $ 2,430,000 | $ (126,000) | $ 2,304,000 | |||
Balance Common Shares at Dec. 31, 2015 | 94,749 | |||||
Issuance of common stock | 53,987,000 | 53,987,000 | ||||
Issuance of common stock (shares) | 2,159,504 | |||||
Issuance of common stock - DRIP | 458,000 | 458,000 | ||||
Issuance of common stock - DRIP (Shares) | 18,311 | |||||
Issuance of common stock - Dividend | (732,000) | (732,000) | ||||
Issuance of common stock - Dividend (Shares) | 29,264 | |||||
Investment from non-controlling interest | 6,584,000 | 6,584,000 | ||||
Distributions to non-controlling interest | (2,576,000) | (2,576,000) | ||||
Distributions to stockholders (Common) | (732,000) | (732,000) | ||||
Net (loss) Income | (4,268,000) | 116,000 | (4,152,000) | |||
Balance at Dec. 31, 2016 | 56,875,000 | (5,126,000) | 4,124,000 | $ 55,873,000 | ||
Balance Common Shares at Dec. 31, 2016 | 2,301,828 | 2,301,828 | ||||
Balance Preferred Shares at Dec. 31, 2016 | ||||||
Beginning Balance at Dec. 31, 2016 | $ 51,749,000 | |||||
Issuance of common stock | 4,925,000 | 4,925,000 | ||||
Issuance of common stock (shares) | 196,985 | |||||
Issuance of common stock - DRIP | 1,321,000 | 1,321,000 | ||||
Issuance of common stock - DRIP (Shares) | 53,800 | |||||
Distributions to non-controlling interest | (427,000) | (1,858,000) | ||||
Distributions to stockholders (Common) | (2,296,000) | (2,296,000) | ||||
Issuance of preferred Series A | 2,544,000 | 2,544,000 | ||||
Issuance of preferred Series A (Shares) | 2,862 | |||||
Issuance of preferred Series 1 | 26,892,000 | 26,892,000 | ||||
Issuance of preferred Series 1 (Shares) | 29,789 | |||||
Issuance of Common Stock in connection with the merger | 85,701,000 | (6,245,000) | 79,456,000 | |||
Issuance of Common Stock in connection with the merger (Shares) | 3,887,513 | |||||
Contributions | 6,264,000 | 6,264,000 | ||||
Consolidation of Houston Preston | 6,000 | 6,000 | ||||
Loan proceeds to NCI | (1,431,000) | (1,431,000) | ||||
Distributions - Series A | (142,000) | (142,000) | ||||
Distributions - Series 1 | (518,000) | (518,000) | ||||
Stock dividend | 2,296,000 | (2,296,000) | ||||
Stock dividend (Shares) | 91,883 | |||||
Net (loss) Income | (10,751,000) | 460,000 | (10,291,000) | |||
Balance at Dec. 31, 2017 | $ 177,598,000 | $ (18,173,000) | $ 2,751,000 | $ 162,176,000 | ||
Balance Common Shares at Dec. 31, 2017 | 6,532,009 | 6,532,009 | ||||
Balance Preferred Shares at Dec. 31, 2017 | 32,651 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (10,291,000) | $ (4,152,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 2,036,000 | 195,000 |
Gain from acquisition of real estate | (180,000) | |
Income from investment in equity method investee | (19,000) | (3,000) |
Distribution from MVP REIT | (189,000) | (34,000) |
Distribution from DST | (105,000) | |
Amortization | 691,000 | 40,000 |
Changes in operating assets and liabilities | ||
Cash - Restricted | (5,408,000) | (100,000) |
Due to/from related parties | (2,829,000) | 543,000 |
Accounts payable | 1,693,000 | 479,000 |
Loan fees | (1,610,000) | (348,000) |
Security deposits | (53,000) | 2,000 |
Other assets | ||
Assets held for sale | (577,000) | |
Deferred revenue | 45,000 | |
Accounts Receivable | 84,000 | (208,000) |
Prepaid expenses | 135,000 | (103,000) |
Net cash used in operating activities | (16,622,000) | (3,644,000) |
Cash flows from investing activities: | ||
Purchase of investment in real estate | (92,200,000) | (53,743,000) |
Investment in assets held for sale | (700,000) | |
Investment for 20% ownership Houston Preston, net of cash in bank account | (1,015,000) | |
Investment in DST | (2,821,000) | |
Building improvements | (3,218,000) | |
Proceeds from Investments | 167,000 | |
Proceeds from sale of investment in real estate | 1,577,000 | |
Deposits applied to purchase of investment in real estate | 3,890,000 | (4,575,000) |
Investment in cost method investee | (67,000) | (1,994,000) |
Investment in cost method investee - held for sale | (3,000) | (836,000) |
Investment in equity method investee | (50,000) | (1,160,000) |
Investment in MVP REIT, Inc. | (1,018,000) | (3,000,000) |
Cash from merger | 1,295,000 | |
Proceeds from non-controlling interest | 5,075,000 | 6,584,000 |
Net cash used in investing activities | (88,388,000) | (59,424,000) |
Cash flows from financing activities: | ||
Proceeds from note payable | 77,752,000 | 6,498,000 |
Payments on note payable | (11,455,000) | (153,000) |
Proceeds from of line of credit | 64,400,000 | 8,190,000 |
Payments made on line of credit | (53,633,000) | |
Distribution to non-controlling interest | (1,858,000) | (2,576,000) |
Distribution from investment in cost method investee | 42,000 | |
Distribution received from investment in equity method investee | 195,000 | 13,000 |
Proceeds from issuance of common stock | 4,925,000 | 53,987,000 |
Proceeds from issuance of preferred stock | 29,436,000 | |
Dividends paid to stockholders | (1,635,000) | (274,000) |
Net cash provided by financing activities | 108,626,000 | 65,685,000 |
Net change in cash | 3,616,000 | 2,617,000 |
Cash, beginning of period | 4,885,000 | 2,268,000 |
Cash, end of period | 8,501,000 | 4,885,000 |
Supplemental disclosures of cash flow information: | ||
Interest Paid | 4,651,000 | 154,000 |
Non-cash investing and financing activities: | ||
Distributions - DRIP | 1,210,000 | 458,000 |
Dividend shares | 2,296,000 | (732,000) |
Dividends declared not yet paid | 457,000 | |
Conversion from debt to preferred shares | $ 2,000,000 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2017 | |
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 December 31, 2017, 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 $1.2 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., a Maryland corporation that trades on the OTC pink sheets (“VRM II”), and 40% by Vestin Realty Mortgage I, Inc., a Maryland corporation that trades on the OTC pink sheets (“VRM I”), and both VRM II and VRM I 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 June 21, 2018, the Company had no paid employees. From inception through December 31, 2017, the Company has paid approximately $3.0 million in distributions, including issuing 72,111 shares of its common stock as DRIP shares, issuing 121,147 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. 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 "Closing Date"), the Merger was consummated. The Certificate of Merger contemplated by the Merger Agreement was filed with the Secretary of State of the State of Delaware, and the Articles of Merger contemplated by the Merger Agreement were filed with the State Department of Assessments and Taxation of Maryland, and the Merger became effective at 12:30 pm Eastern time on the Closing Date. Following the Merger, the Company contributed 100% of its equity interests in Merger Sub to the Operating Partnership. The Company will own substantially all of its assets and will conduct substantially all of its operations through the Operating Partnership and will be advised by the Advisor. Subject to the terms and conditions of the Merger Agreement, 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. To the extent that a MVP I stockholder was otherwise entitled to receive a fraction of a share of Company common stock, computed on the basis of the aggregate number of shares of MVP I common stock held by such holder, as applicable, such holder instead received a cash payment in lieu of a fractional share or unit. See Note P – 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 December 31, 2017, the Company had 6,532,009 shares of common stock issued and outstanding. During the year ended December 31, 2017, the Company had received proceeds of approximately $4.9 million for the issuance of its common stock in connection with 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 December 31, 2017, the Company had raised approximately $26.9 million, net of offering costs, in the Series 1 private placements and had 29,789 Series 1 shares issued and outstanding. On January 31, 2018, the Company closed the Series 1 preferred offering. Stockholders may elect to reinvest distributions received from the Company in common shares by participating in the Company’s DRIP. The stockholder may enroll in the DRIP by completing the distribution change form. The stockholder may also withdraw at any time, without penalty, by delivering written notice to the Company. 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 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 will take effect 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 Company’s Board of Directors may in the future reinstate the share repurchase plan, although there is no assurance as to if or when this will happen. 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. The SRP will terminate if the shares of common stock are listed on a national securities exchange. 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 Presentation of Financial Statements – Going Concern Going Concern Evaluation In connection with preparing consolidated financial statements for the year ended December 31, 2017, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to continue as a going concern within one year from the date that the financial statements are issued. The Company considered the following: · Net losses of $11.4 million and $4.3 million for the years ended December 31, 2017 and 2016, respectively. · Negative cash flow from operating activities for 2017 and 2016. Ordinarily, conditions or events that raises substantial doubt about an entity’s ability to continue as a going concern relate to the entity’s ability to meet its obligations as they become due. The Company evaluated its ability to meet its obligations as they become due within one year from the date that the financial statements are issued by considering the following: · The Company raised approximately $142 million and $34 million of debt and equity financing, respectively, during the year ended December 31, 2017. · The Company has historically raised funds from debt and equity financings. · As a result of the Company’s restructurings that were implemented during the year ended December 31, 2017, the Company’s cost structure is now in line with its future revenue projections. In addition to the recent capital raised in 2017, management also believes that the Company will generate enough cash from operations to satisfy its obligations for the next twelve months from the issuance date. The Company will take one or more of the following actions if it starts to trend unfavorably to its internal profitability and cash flow projections, in order to mitigate conditions or events that would raise substantial doubt about its ability to continue as a going concern: · Implement additional restructuring and cost reductions. · Raise additional capital through short-term loans. · Raise additional capital by placing secured mortgage debt on unencumbered assets. · Raise additional capital through a private placement. · Dispose of one or more assets. At December 31, 2017, the Company had $8.5 million in cash and cash equivalents. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note B — Summary of Significant Accounting Policies Basis of Accounting The consolidated financial statements of the Company are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented have been included. Consolidation The Company’s consolidated financial statements include its accounts and 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 Jefferson Lot, LLC** MVP Indianapolis City Park, LLC MVP Houston Preston Lot, LLC* MVP KC Cherry Lot, LLC MVP Houston San Jacinto Lot, LLC MVP Indianapolis WA Street Lot, LLC MVP Detroit Center Garage, LLC Minneapolis City Parking, LLC St Louis Broadway, LLC MVP Minneapolis Venture, LLC St Louis Seventh & Cerre, LLC MVP Indianapolis Meridian Lot, LLC MVP Preferred Parking, LLC MVP Milwaukee Clybourn, LLC MVP Raider Park Garage, LLC * Entity was consolidated with the Company starting May 1, 2017. See Note E – Related Party Transactions ** See Note M – Gain on Sale of Investment in Real Estate 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 14 parking tenants as of December 31, 2017 and six parking tenants as of December 31, 2016. One tenant, SP Plus Corporation (Nasdaq: SP) (“SP+”), represented 54.8% of the Company’s base parking rental revenue for the year ended December 31, 2017. SP+ is one of the largest providers of parking management in the United States. As of December 31, 2017, SP+ managed approximately 3,600 locations in North America. Below is a table that summarizes parking rent by tenant: For the Years Ended December 31, Parking Tenant 2017 2016 SP+ 54.8% 43.2% iPark Services 12.9% 1.6% Premier Parking 7.7% 14.7% Interstate Parking 6.2% 17.2% Miller Parking* 4.5% -- Lanier Parking Solutions 4.1% -- St. Louis Parking 4.1% -- Riverside Parking 2.2% 5.9% ABM** 2.1% 17.4% ISOM Mgmt. 1.0% -- Denison 0.2% -- PCAM, LLC 0.1% -- BEST PARK 0.1% -- Denver School <0.1% -- Secure <0.1% -- * 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 years ended December 2017 and 2016, as well as concentrations in various cities based on the real estate the Company owned as of December 31, 2017 and 2016. The below tables summarize this information by city. City Concentration for Parking Rental Revenue For the Years Ended December 31, 2017 2016 Detroit 39.4% -- Houston 12.9% 1.6% Cleveland 11.8% 34.3% Nashville 7.7% 14.7% St. Paul 6.2% 17.2% St. Louis 5.9% 6.8% San Jose 5.3% 8.2% Cincinnati 4.3% 9.2% Louisville 2.2% 5.9% Lubbock 1.0% -- Fort Worth 0.7% -- Canton 0.5% 2.1% Indianapolis 0.5% -- Minneapolis 0.4% -- Milwaukee 0.3% -- St. Louis 0.3% -- Bridgeport 0.2% -- Memphis 0.1% -- Kansas City 0.1% -- Denver 0.1% -- Ft. Lauderdale 0.1% -- Wildwood <0.1% -- Clarksburg <0.1% -- Real Estate Investment Concentration by City As of December 31, 2017 2016 Detroit 18.8% -- Houston 12.7% 10.5% Fort Worth 9.4% -- Cincinnati 9.1% 8.5% St Louis 7.0% 5.7% Indianapolis 6.2% -- Minneapolis 5.6% 3.8% Cleveland 5.6% 22.2% Milwaukee 4.0% -- Nashville 4.0% 17.4% Lubbock 3.7% -- St Paul 2.9% 1.5% Bridgeport 2.8% 15.4% Memphis 1.7% -- San Jose 1.3% 6.8% Ft. Lauderdale 1.2% -- Denver 1.1% 1.1% Louisville 1.1% 5.8% Kansas City 0.9% -- Wildwood 0.5% -- Clarksburg 0.2% -- Canton 0.2% 1.3% During the last week of August 2017, Houston, Texas experienced major flooding due to Hurricane Harvey. This resulted in limited access to the Houston area and a shutdown of most business and government operations. The Company’s parking garage and parking lots located in Houston, Texas experienced minimal damage during this time and experienced no loss in base rental income. 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 December 31, 2017 and 2016, the Company had $5.6 million and $3.4 million, respectively, in excess of the federally-insured limits. As of December 31, 2017, 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 years ended December 31, 2017 and 2016, 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 is organized and conducts operations to qualify as a REIT under Sections 856 to 860 of the I Code and to comply with the provisions of the Code with respect thereto. 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 its 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. If the Company does not qualify as a REIT for the tax year ended December 31, 2017, the Company will file as a C corporation and deferred tax assets and liabilities will be established for the temporary differences between the financial reporting basis and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for the deferred tax assets is provided if the Company believes that it is more likely than not that the Company will not realize the tax benefit of deferred tax assets based on the available evidence at the time the determination is made. For the tax year ended December 31, 2017, the Company did not realize the benefits of its deferred tax assets, and thus a valuation allowance was recorded against the Company’s net deferred tax assets. 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 years ended December 31, 2017 and 2016. 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 December 31, 2017, 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 December 31, 2017, there were 29,789 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 December 31, 2017 (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. 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. 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 31 st th th st 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. Notwithstanding the foregoing, the share repurchase program will terminate if the shares of common stock are listed on a national securities exchange. As of December 31, 2017, no shares are eligible for redemption (other than in connection with a death or disability of a stockholder). 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 will take 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 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 pursu |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
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 June 30, 2015 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 December 31, 2017, management does not anticipate a material adverse effect related to this environmental matter. As of December 31, 2017, 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
Investments in Real Estate | 12 Months Ended |
Dec. 31, 2017 | |
Real Estate [Abstract] | |
Investments in Real Estate | Note D – Investments in Real Estate As of December 31, 2017, 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 MVP Detroit Center Garage Detroit, MI 2/1/2017 Garage 1,275 1.28 N/A $55,306,000 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 $11,000,000 ISOM Management MVP PF Ft. Lauderdale (2) Ft. Lauderdale, FL 12/15/2017 Lot 66 0.75 4,017 $3,423,000 SP + MVP PF Kansas City (2) Kansas City, MO 12/15/2017 Lot 164 1.18 N/A $1,812,000 SP + MVP PF Memphis Poplar (2) Memphis, TN 12/15/2017 Lot 125 0.86 N/A $3,735,000 Best Park MVP PF Memphis Court (2) Memphis, TN 12/15/2017 Lot 37 0.41 N/A $1,208,000 SP + MVP PF St. Louis (2) St Louis, MO 12/15/2017 Lot 179 1.22 N/A $5,145,000 SP + Mabley Place Garage (2) (3) Cincinnati, OH 12/15/2017 Garage 775 0.9 8,400 $21,142,000 SP + MVP Denver Sherman (2) Denver, CO 12/15/2017 Lot 28 0.14 N/A $705,000 Denver School (Table Continued) MVP Fort Worth Taylor (2) Fort Worth, TX 12/15/2017 Garage 1,013 1.18 11,828 $27,658,000 SP + MVP Milwaukee Old World (2) Milwaukee, WI 12/15/2017 Lot 54 0.26 N/A $2,043,000 SP + MVP St. Louis Convention Plaza (2) St. Louis, MO 12/15/2017 Lot 221 1.26 N/A $3,091,000 SP + MVP Houston Saks Garage (2) Houston, TX 12/15/2017 Garage 265 0.36 5,000 $10,391,000 iPark Services MVP St. Louis Lucas (2) St. Louis, MO 12/15/2017 Lot 202 1.07 N/A $3,695,000 SP + MVP Milwaukee Wells (2) Milwaukee, WI 12/15/2017 Lot 100 0.95 N/A $4,873,000 PCAM, LLC MVP Wildwood NJ Lot 1 (2)(4) Wildwood, NJ 12/15/2017 Lot 29 0.26 N/A $745,000 SP + MVP Wildwood NJ Lot 2 (2)(4) Wildwood, NJ 12/15/2017 Lot 45 0.31 N/A $886,000 SP+ MVP Indianapolis City Park (2) Indianapolis, IN 12/15/2017 Garage 370 0.47 N/A $10,813,000 ABM MVP KC Cherry Lot (2) Kansas City, MO 12/15/2017 Lot 84 0.6 N/A $987,000 SP + MVP Indianapolis WA Street (2) Indianapolis, IN 12/15/2017 Lot 141 1.07 N/A $5,749,000 Denison Minneapolis City Parking (2) Minneapolis, MN 12/15/2017 Lot 270 1.98 N/A $9,838,000 SP + MVP Indianapolis Meridian (2) Indianapolis, IN 12/15/2017 Lot 36 0.24 N/A $1,601,000 Denison MVP Milwaukee Clybourn (2) Milwaukee, WI 12/15/2017 Lot 15 0.06 N/A $262,000 Secure MVP Milwaukee Arena Lot (2) Milwaukee, WI 12/15/2017 Lot 75 1.11 N/A $4,632,000 SP + MVP Clarksburg Lot (2) Clarksburg, WV 12/15/2017 Lot 94 0.81 N/A $715,000 ABM MVP Denver Sherman 1935 (2) Denver, CO 12/15/2017 Lot 72 0.43 N/A $2,534,000 SP + MVP Bridgeport Fairfield (2) Bridgeport, CT 12/15/2017 Garage 878 1.01 4,349 $8,256,000 SP + Construction in progress $750,000 $287,802,000 (1) These properties are held by West 9 th (2) These properties were acquired as a result of the Merger with MVP I. (3) 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. (4) These properties are held by MVP Wildwood NJ Lot, LLC. 2016 As of December 31, 2016, the Company had the following Investments in Real Estate that were consolidated on the Company’s balance sheet: Property Location Date Acquired Investment Amount Ownership % Parking Tenant Lease Commencement Date MVP Cleveland West 9 th Cleveland, OH 5/11/2016 $5,675,000 51.00% SP + 5/11/2016 33740 Crown Colony (1) Cleveland, OH 5/17/2016 $3,030,000 51.00% SP + 5/17/2016 MVP San Jose 88 Garage San Jose, CA 6/15/2016 $3,576,000 100.00% ABM 6/15/2016 MCI 1372 Street Canton, OH 7/8/2016 $700,000 100.00% ABM 7/8/2016 MVP Cincinnati Race Street Garage Cincinnati, OH 7/8/2016 $4,500,000 100.00% SP + 9/1/2016 MVP St. Louis Washington St Louis, MO 7/18/2016 $3,000,000 100.00% SP + 7/21/2016 MVP St. Paul Holiday Garage St Paul, MN 8/12/2016 $8,200,000 100.00% Interstate Parking 8/12/2016 MVP Louisville Station Broadway Louisville, KY 8/23/2016 $3,050,000 100.00% Riverside Parking 8/23/2016 White Front Garage Partners Nashville, TN 9/30/2016 $11,495,000 80.00% Premier Parking 10/1/2016 Cleveland Lincoln Garage Owners Cleveland, OH 10/19/2016 $7,317,000 100.00% SP + 10/25/2016 MVP Houston Jefferson Lot (2) Houston, TX 11/22/2016 $700,000 100.00% iPark Services 12/1/2016 MVP Houston San Jacinto Lot Houston, TX 11/22/2016 $3,200,000 100.00% iPark Services 12/1/2016 54,443,000 (1) In November 2016, these properties merged into one holding company called West 9 th (2) Property classified as held for sale |
Related Party Transactions and
Related Party Transactions and Arrangements | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Note E — Related Party Transactions and Arrangements On the Closing Date, the Merger was consummated, and MVP I was merged with and into Merger Sub. The Certificate of Merger contemplated by the Merger Agreement was filed with the Secretary of State of Delaware, and the Articles of Merger contemplated by the Merger Agreement were filed with the State Department of Assessments and Taxation of Maryland, and the Merger became effective at 12:30 pm Eastern time on the Closing Date. Following the Merger, the Company contributed 100% of its equity interests in Merger Sub to the Operating Partnership. The Company will own substantially all of its assets and will conduct its operations through the Operating Partnership and will be advised by the Advisor. At the effective time of the Merger, and pursuant to the terms of the Merger Agreement, each share of MVP I Common Stock that was issued and outstanding immediately prior to the Merger 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. To the extent that a MVP I stockholder was otherwise entitled to receive a fraction of a share of Company common stock, computed on the basis of the aggregate number of shares of MVP I Common Stock held by such holder, as applicable, such holder instead received a cash payment in lieu of a fractional share or unit. Concurrently with the entry into the Merger Agreement, on May 26, 2017, the Company, MVP I, the Advisor and the Operating Partnership entered into a termination and fee agreement (the “Termination Agreement”). Pursuant to the Termination Agreement, at the effective time of the Merger, the 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 payable to the Advisor in connection with the Merger. The Advisor has the option to request reimbursement of certain payroll expenses for salaries and benefits paid to non-executive officers. As of December 31, 2017, the Advisor was due approximately $162,000 in reimbursable expenses, which was paid as of the date of this filing. The Company was subsequently renamed "The Parking REIT, Inc." as set forth in the articles of amendment filed in connection with the Merger. 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 year ended December 31, 2017, VRM II received approximately $14,600 in distributions in accordance with the Company’s DRIP program. As of December 31, 2017, the Sponsor owned 13,269 shares and VRM II owned 359,546 shares of the Company’s outstanding common stock. 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. 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 years ended December 31, 2017 and 2016, MVP I paid the Company approximately $189,000 and $34,000, respectively, in stock distributions. In addition, the Company received 15,996 and 3,731, respectively, 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. Note Payable to the Advisor On June 29, 2017, the Advisor entered into an agreement with the Company to loan the principal amount of $2.1 million to the Company (“Loan Agreement”) for the purchase of MVP Preferred Parking. The terms of this 1-year Loan Agreement includes an annual interest rate of 5% with no penalty for prepayment. As of December 31, 2017, this loan was paid in full. Fees Paid in Connection with the Offering – Common Stock Various affiliates of the Company are involved in the Common Stock offering and the Company’s operations including MVP American Securities, LLC (“AMS”), which is a broker-dealer and member of the Financial Industry Regulatory Authority, Inc. AMS is owned by MS MVP Holdings, LLC, which is owned and managed by Mr. Shustek. Additionally, the Company’s board of directors, including a majority of the Company’s independent directors, may engage an affiliate of the Advisor to perform certain property management services for the Company. The Company’s Sponsor or its affiliates paid selling commissions of up to 6.5% of gross offering proceeds from the sale of shares in the Common Stock Offering without any right to seek reimbursement from the Company. The Company’s sponsor or its affiliates also paid non-affiliated selling agents a one-time fee separately negotiated with each selling agent for due diligence expenses, subject to the total underwriting compensation limitation set forth below. Such due diligence expenses were approximately 1.25% to 2.00% of total offering proceeds. Such commissions and fees were paid by sponsor or its affiliates (other than the Company) without any right to seek reimbursement from . 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 year ended December 31, 2017, the Company paid approximately $3.2 million in selling commissions, of which $0.6 million were paid to affiliated selling agents. The Company The Company paid zero commissions in 2016 as the preferred offerings were not open at that time. 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. See Note P – Merger. 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. During the years ended December 31, 2017 and 2016, approximately $2.0 million and $1.2 million, respectively, 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 years ended December 31, 2017 and 2016, no acquisition expenses were reimbursed to the Advisor. The Advisor or its affiliates previously received a monthly asset management fee at an annual rate equal to 1.0% of the cost of all assets then 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 years ended December 31, 2017 and 2016 were approximately $1.3 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 years ended December 31, 2017 and 2016, 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. See Note P – Merger. 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 years ended December 31, 2017 and 2016, 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 years ended December 31, 2017 and 2016, no subordinated performance fees have been earned by the Advisor. |
Economic Dependency
Economic Dependency | 12 Months Ended |
Dec. 31, 2017 | |
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 | 12 Months Ended |
Dec. 31, 2017 | |
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 years ended December 31, 2017 and 2016, no grants have been made under the long-term incentive plan. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2017 | |
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) In January 2016, the FASB issued ASU No. 2016-01, 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 | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Note I – Acquisitions 2017 The following table is a summary of the acquisitions for the year ended December 31, 2017, excluding properties acquired in the Merger. Property Location Date Acquired Property Type # Spaces Size / Acreage Retail Sq. Ft. Property Purchase Price MVP Detroit Center Garage Detroit, MI 01/10/2017 Garage 1,275 1.28 N/A $55,000,000 St Louis Broadway St Louis, MO 02/01/2017 Lot 161 0.96 N/A $2,400,000 St Louis Seventh & Cerre St Louis, MO 02/01/2017 Lot 174 1.06 N/A $3,300,000 MVP Preferred Parking Houston, TX 06/29/2017 Garage/Lot 521 0.75 784 $20,500,000 MVP Raider Park Garage Lubbock, TX 11/21/2017 Garage 1,495 2.15 20,536 $11,000,000 The following table is a summary of the properties acquired in the merger on December 15, 2017: Property Name Location Property Type # Spaces Size / Acreage Retail Sq. Ft Purchase Price Allocation in merger MVP PF Ft. Lauderdale 2013 Ft. Lauderdale, FL Lot 66 0.75 4,017 $3,423,000 MVP PF Kansas City 2013 Kansas City, MO Lot 164 1.18 N/A $1,812,000 MVP PF Memphis Poplar 2013, Memphis, TN Lot 125 0.86 N/A $3,735,000 MVP PF Memphis Court 2013 Memphis, TN Lot 37 0.41 N/A $1,208,000 MVP PF St. Louis 2013 St Louis, MO Lot 179 1.22 N/A $5,145,000 Mabley Place Garage Cincinnati, OH Garage 775 0.9 8,400 $21,142,000 MVP Denver Sherman Denver, CO Lot 28 0.14 N/A $705,000 MVP Fort Worth Taylor Fort Worth, TX Garage 1,013 1.18 11,828 $27,658,000 MVP Milwaukee Old World Milwaukee, WI Lot 54 0.26 N/A $2,044,000 MVP St. Louis Convention Plaza St. Louis, MO Lot 221 1.26 N/A $3,091,000 MVP Houston Saks Garage Houston, TX Garage 265 0.36 5,000 $10,391,000 MVP St. Louis Lucas St. Louis, MO Lot 202 1.07 N/A $3,695,000 MVP Milwaukee Wells Milwaukee, WI Lot 100 0.95 N/A $4,873,000 MVP Wildwood NJ Lot 1 (1) Wildwood, NJ Lot 29 0.26 N/A $745,000 MVP Wildwood NJ Lot 2 (1) Wildwood, NJ Lot 45 0.31 N/A $886,000 MVP Indianapolis City Park Indianapolis, IN Garage 370 0.47 N/A $10,813,000 MVP KC Cherry Lot Kansas City, MO Lot 84 0.6 N/A $987,000 MVP Indianapolis WA Street Lot Indianapolis, IN Lot 141 1.07 N/A $5,749,000 Minneapolis City Parking Minneapolis, MN Lot 270 1.98 N/A $9,838,000 MVP Minneapolis Venture Minneapolis, MN For Sale Lot 185 2.48 N/A $6,543,000 MVP Indianapolis Meridian Lot Indianapolis, IN Lot 36 0.24 N/A $1,601,000 MVP Milwaukee Clybourn Milwaukee, WI Lot 15 0.06 N/A $262,000 MVP Milwaukee Arena Lot Milwaukee, WI Lot 75 1.11 N/A $4,632,000 MVP Clarksburg Lot Clarksburg, WV Lot 94 0.81 N/A $715,000 MVP Denver Sherman 1935 Denver, CO Lot 72 0.43 N/A $2,534,000 MVP Bridgeport Fairfield Garage Bridgeport, CT Garage 878 1.01 4,349 $8,256,000 (1) These properties are held by a single LLC. The following table is a summary of the allocated acquisition value of all properties acquired by the Company for the year ended December 31, 2017. Assets Land and Improvements Building and improvements Total assets acquired MVP Detroit Center Garage $ 7,000,000 $ 48,000,000 $ 55,000,000 St Louis Broadway, LLC 2,400,000 -- 2,400,000 St Louis Seventh & Cerre, LLC 3,300,000 -- 3,300,000 MVP Preferred Parking, LLC 15,800,000 4,700,000 20,500,000 MVP Raider Park Garage 1,960,000 9,040,000 11,000,000 MVP PF Ft. Lauderdale 2013, LLC 3,423,000 -- 3,423,000 MVP PF Memphis Court 2013, LLC 1,208,000 -- 1,208,000 MVP PF Memphis Poplar 2013, LLC 3,735,000 -- 3,735,000 MVP PF Kansas City 2013, LLC 1,812,000 -- 1,812,000 MVP PF St. Louis 2013, LLC 5,145,000 -- 5,145,000 Mabley Place Garage, LLC * 1,585,000 19,557,000 21,142,000 MVP Denver Sherman, LLC 705,000 -- 705,000 MVP Fort Worth Taylor, LLC 2,845,000 24,813,000 27,658,000 MVP Milwaukee Old World, LLC 2,044,000 -- 2,044,000 MVP St. Louis Convention Plaza, LLC 3,091,000 -- 3,091,000 MVP Houston Saks Garage, LLC 4,931,000 5,460,000 10,391,000 MVP St. Louis Lucas, LLC 3,695,000 -- 3,695,000 MVP Milwaukee Wells, LLC 4,873,000 - 4,873,000 MVP Wildwood NJ Lot, LLC 1,631,000 -- 1,631,000 MVP Indianapolis City Park, LLC 2,055,000 8,758,000 10,813,000 MVP KC Cherry Lot, LLC 987,000 -- 987,000 MVP Indianapolis WA Street Lot, LLC 5,749,000 -- 5,749,000 MVP Minneapolis Venture, LLC** 6,543,000 -- 6,543,000 MVP Indianapolis Meridian Lot, LLC 1,601,000 -- 1,601,000 MVP Milwaukee Clybourn, LLC 262,000 -- 262,000 MVP Milwaukee Arena Lot, LLC 4,632,000 -- 4,632,000 MVP Clarksburg Lot, LLC 715,000 -- 715,000 MVP Denver Sherman 1935, LLC 2,534,000 -- 2,534,000 MVP Bridgeport Fairfield Garage, LLC 498,000 7,758,000 8,256,000 Minneapolis City Parking, LLC 9,838,000 -- 9,838,000 $ 106,597,000 $ 128,086,000 $ 234,683,000 *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. The Company acknowledges that the Mabley Place Garage is not a legal entity pursuant to ASC 810 and the Company’s undivided interest represents an interest in the property itself, not in an entity that owns the property. Nevertheless, the Company concluded the most appropriate presentation was to consolidate the property in accordance with ASC 810 as the controlling party. ** During June 2016, Minneapolis Venture entered into a PSA to sell the 10th Street lot “as is” to a third party for approximately $6.1 million. During October 2016, the PSA was cancelled. During February 2017, the Company entered into a letter of intent to sell a portion of the property (approximately 2.2 acres) to an unrelated third party for $3.0 million. The remaining portion of the property will continued to be reported as held for sale. The Company will continue look for an Operator if the entire property is not sold. The following table presents the results of operations of the acquired properties for the year ended December 31, 2017: Year Ended December 31, 2017 Total Revenues Net Income 2017 acquisitions $ 6,407,000 $ 1,525,000 Acquisition of MVP I On December 15, 2017, in connection with the Merger, the Company acquired interests in 31 properties. This included the acquisition of the non-controlling interest MVP I held in five of the Company’s properties. As of December 15, 2017, there were 11,130,295 shares of MVP I common stock issued and outstanding, resulting in all stock consideration of $92,296,038 comprised of 0.365 shares of the Company’s stock in exchange for 1 share of MVP I common stock valued at $22.72 implied per share value. 100% of MVP I stockholders received stock consideration in the Merger resulting in the Company’s then current stockholders owning 40.3% and former MVP I stockholders owning 59.7% of the common stock of the Company outstanding after the consummation of the Merger, as follows: Company common shares outstanding at date of merger 2,451,237 Company common shares issued to MVP I stockholders on date of merger 3,887,513 Total Company common shares outstanding after Merger 6,338,750 ASC 805-10-55-14 states that determining the acquirer shall include a consideration of, among other things, which of the combining entities initiated the combination. As stated in footnote#P, the original LOI came from the Company to acquire MVP I. Additionally, no new entity was formed, i.e. “Newco” post-merger. The Company was the surviving entity and MVP I was dissolved. Based on the review of ASC 805-10-55, Management have concluded that the Company is the legal and accounting acquirer in the merger transaction between the Company and MVP I. The aggregate purchase price consideration was allocated to assets and liabilities as follows: Assets Investment in properties $ 155,626,891 Cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses, construction in progress and deferred rental assets 4,433,296 Liabilities and Equity Notes payable (64,299,290) Accounts payable, accrued expenses, deferred revenue, security deposits, liabilities related to assets held for sale and due to related parties (3,464,860) Aggregate merger consideration $ 92,296,038 On December 15, 2017, the closing date, pursuant to the merger agreement, the Company owned 174,026.48 shares of MVP I and these shares were “retired” through the merger and therefore the net merger purchase consideration was valued at $85,701,000. In accordance with ASC 805-10-25-13, the estimated fair values for the assets acquired and the liabilities assumed are preliminary and are subject to change during the measurement period as additional information related to the inputs and assumptions used in determining the fair value of the assets and liabilities becomes available. Subsequent adjustments to the preliminary purchase price allocation are not expected to have a material impact to the Company’s consolidated financial statements. Purchase price allocation was based on the Company’s assessment of the fair value of the acquired assets and liabilities, as summarized below. The fair value of MVP I assets acquired and liabilities assumed consisted of a combination of both the income approach and the sales comparison approach. Furthermore, the assets acquired included assets consisting of a current use of a leased surface parking lot or garage. For these assets, fair value was estimated via the contractual income by applying an estimated capitalization rate based on a variety of factors such as location, development potential, strength of operator, retail leases and overall growth projections. Based on these various factors the resulting capitalization rates ranged from 4% to 8%. Land Building, Site Improvements Equipment Tenant Improvements Lease in Place - Cash and Cash Equivalents, Accounts Receivables, Prepaid Expenses, Construction in Progress and Deferred Rental Assets - Notes payable - Accounts Payable, Deferred Revenue, Security Deposits, Liabilities related to Assets Held for Sale and Due to Related Parties - Pro forma results of the Company The following table of pro forma consolidated results of operations of the Company for the year ended December 31, 2017 and 2016 and assumes that the acquisitions were completed as of January 1, 2016 For the Years Ended December 31, 2017 2016 Revenues from continuing operations $ 20,134,000 $ 16,185,000 Net income (loss) from continuing operations $ (2,561,000) $ 8,596,000 Net income (loss) from continuing operations per share – basic $ (0.95) $ 7.80 Net income (loss) from continuing operations per share – diluted $ (0.95) $ 7.80 2016 The following table is a summary of the acquisitions for the year ended December 31, 2016. Property Location Date Acquired Property Type # Spaces Size / Acreage Retail Sq. Ft. Purchase Price MVP Cleveland West 9th, LLC Cleveland, OH 5/11/2016 Lot 254 2.16 N/A $5,675,000 33740 Crown Colony, LLC Cleveland, OH 5/17/2016 Lot 82 0.54 N/A $3,030,000 MVP San Jose 88 Garage, LLC San Jose, CA 6/15/2016 Garage 328 1.33 N/A $3,576,000 MCI 1372 Street, LLC Canton, OH 7/8/2016 Lot 68 0.44 N/A $700,000 MVP Cincinnati Race Street Garage, LLC Cincinnati, OH 7/8/2016 Garage 350 0.63 N/A $4,500,000 MVP St. Louis Washington, LLC St Louis, MO 7/18/2016 Lot 63 0.39 N/A $3,000,000 MVP St. Paul Holiday Garage, LLC St Paul, MN 8/12/2016 Garage 285 0.85 N/A $8,200,000 MVP Louisville Station Broadway, LLC Louisville, KY 8/23/2016 Lot 165 1.25 N/A $3,050,000 White Front Garage Partners, LLC Nashville, TN 9/30/2016 Garage 155 0.26 N/A $11,495,000 Cleveland Lincoln Garage Owners, LLC Cleveland, OH 10/19/2016 Garage 536 1.2 45,272 $7,317,000 MVP Houston Jefferson Lot, LLC Houston, TX 11/22/2016 Lot 76 0.52 N/A $700,000 MVP Houston San Jacinto Lot, LLC Houston, TX 11/22/2016 Lot 85 0.65 240 $3,200,000 The following table is a summary of the allocated acquisition value of all properties acquired by the Company for the year ended December 31, 2016. Assets Land and Improvements Building and improvements Total assets acquired West 9 th $ 5,675,000 -- $ 5,675,000 33740 Crown Colony 3,030,000 -- 3,030,000 San Jose 88 Garage 1,073,000 2,503,000 3,576,000 MCI 1372 Street 700,000 -- 700,000 Cincinnati Race Street 2,142,000 2,358,000 4,500,000 St. Louis Washington 3,000,000 -- 3,000,000 St. Paul Holiday Garage 1,673,000 6,527,000 8,200,000 Louisville Station Broadway 3,050,000 -- 3,050,000 White Front Garage 3,116,000 8,379,000 11,495,000 Cleveland Lincoln Garage 2,195,000 5,122,000 7,317,000 Houston Jefferson * 700,000 -- 700,000 Houston San Jacinto 3,200,000 -- 3,200,000 $ 29,554,000 $ 24,889,000 $ 54,443,000 * On January 11, 2017, the Company received an unsolicited offer to purchase the Houston Jefferson lot for approximately $2.0 million, with a 90-day due diligence period. The property was purchased for a long-term hold; however, the Advisor and board of directors believed that the offer received justified the sale of the property. – See Note M - Gain on Sale of Investment in Real Estate. Pro forma results of the Company The following table of pro forma consolidated results of operations of the Company for the year ended December 31, 2016 and for the period from May 4, 2015 (Date of Inception) through December 31, 2015 and assumes that the acquisitions were completed as of May 4, 2015 (Date of Inception). December 31, 2016 December 31, 2015 Revenues from continuing operations $ 4,081,000 $ 1,695,000 Net income (loss) from continuing operations $ (2,081,000) $ (1,273,000) Net income (loss) from continuing operations per share – basic $ (1.89) $ (152.11) Net income (loss) from continuing operations per share – diluted $ (1.89) $ (152.11) |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Line of Credit | Note J — Line of Credit Unsecured Credit Facility On October 5, 2016, the Company, through its Operating Partnership, and MVP I (the “REITs”), through a wholly owned subsidiary (the "Borrowers"), entered into a credit agreement (the "Unsecured Credit Agreement") with KeyBank, National Association (“KeyBank") as the administrative agent and KeyBank Capital Markets ("KeyBank Capital Markets") as the lead arranger. Pursuant to the Unsecured Credit Agreement, the Borrowers were provided with a $30 million unsecured credit facility (the "Unsecured Credit Facility"), which could be increased up to $100 million, in minimum increments of $10 million. The Unsecured Credit Facility had an initial term of two years, maturing on October 5, 2018, and could be extended for a one-year period if certain conditions were met and upon payment of an extension fee. The Unsecured Credit Facility had an interest rate calculated based on LIBOR Rate plus 2.25% or Base Rate plus 1.25%, both as provided in the Unsecured Credit Agreement. The Base Rate was calculated as the greater of (i) the KeyBank Prime rate or (ii) the Federal Funds rate plus 50 basis points. Payments under the Unsecured Credit Facility were interest only and were due on the first day of each quarter. The obligations of the Borrowers of the Unsecured Credit Agreement were joint and several. The REITs entered into cross-indemnification provisions with respect to their joint and several obligations under the Unsecured Credit Agreement. As of December 31, 2016, the Borrowers had 13 properties listed on the line of credit, which provided an available draw of approximately $25.7 million, and had drawn approximately $13.0 million, of which the Company’s portion of the current draw was approximately $8.2 million, based on its pro-rata ownership of the properties listed on the line of credit. Based on the 13 properties on the line of credit as of December 31, 2016, the REITs had an additional draw of approximately $12.7 million. For the year ended December 31, 2016, the Company had accrued approximately $56,000 in interest expense, amortized approximately $37,000 in loan fees and $6,000 in unused line fees associated with the Company’s draw. In addition, as of December 31, 2016, the REITs had an available draw of approximate $12.7 million. Working Capital Credit Facility On June 26, 2017, the REITs, each through a wholly owned subsidiary, the Operating Partnership and MVP Real Estate Holdings, LLC (together, the "Borrowers"), entered into a credit agreement (the "Working Capital Credit Agreement") with KeyBank as the administrative agent and KeyBanc Capital Markets as the lead arranger. Pursuant to the Working Capital Credit Agreement, the Borrowers were provided with a $6.0 million credit facility (the "Total Commitment"), which could be increased up to $10 million, in minimum increments of $1 million. The Total Commitment had an initial term of six months, maturing on December 26, 2017. In October 2017, the term was extended to March 31, 2018. The Working Capital Credit Agreement had an interest rate calculated based on LIBOR Rate plus 4.5% or Base Rate plus 3.5%, both as provided in the Working Capital Credit Agreement. The Base Rate was calculated as the greater of (i) the KeyBank Prime rate or (ii) the Federal Funds rate plus 50 basis points. Payments under the Working Capital Credit Facility require 100% of the net proceeds of all capital events and equity issuances by the REITs within five business days of receipt. The obligations of the Borrowers of the Unsecured Credit Agreement were joint and several. The REITs entered into cross-indemnification provisions with respect to their joint and several obligations under the Unsecured Credit Agreement. On December 29, 2017, in connection with entering into the New Credit Agreement (as such term is defined below), the Operating Partnership and the Company terminated the existing credit facilities. The Operating Partnership repaid in full all amounts outstanding under the existing credit facilities with the proceeds from the New Credit Agreement. No prepayments fees or early termination penalties were incurred in connection with terminating the existing credit facilities. New Credit Agreement On December 29, 2017, the Operating Partnership entered into a Credit Agreement (the “New Credit Agreement”) with the lenders party thereto (the “Lenders”), KeyBank as administrative agent (the “Administrative Agent”), and KeyBanc Capital Markets as lead arranger. The New 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 New 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 New 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 New 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 the New York Stock Exchange or other 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 and Notes Payable
Notes Payable and Notes Payable Related Party | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note K — Notes Payable and Notes Payable Related Party As of December 31, 2017, the principal balances on notes payable are as follows Property Original Debt Amount Monthly Payment Balance as of 12/31/2017 Lender Term Interest Rate Loan Maturity West 9 th $5,300,000 $30,000 $5,163,000 American National Insurance Co. 10 year 4.50% 11/1/2026 MVP Detroit Center Garage, LLC $31,500,000 $194,000 $30,970,000 Bank of America 10 year 5.52% 2/1/2027 MVP St Louis Washington, LLC (1) $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 (4) $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) $2,058,000 Interest Only $2,058,000 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 3,935,000 KeyBank 5 Year 4.94% 2/1/2019 Mabley Place $9,000,000 $44,000 8,530,000 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 12,834,000 American National Insurance, of NY 10 year 4.50% 12/1/2026 Houston Saks Garage $3,650,000 $20,000 3,447,000 Barclays Bank PLC 10 year 4.25% 8/6/2025 St. Louis Lucas (4) $3,490,000 $20,000 3,345,000 Key Bank 10 year 4.59% 2/1/2026 Indianapolis Garage (5) $8,200,000 $46,000 7,860,000 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 5,053,000 American National Insurance, of NY 10 year 4.50% 5/1/2026 Bridgeport Fairfield $4,400,000 $23,000 4,252,000 FBL Financial Group, Inc. 10 year 4.00% 8/1/2026 Less unamortized loan issuance costs (1,900,000) $123,770,000 (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 The following table shows notes payable that had been paid in full during the year ending December 31, 2017. Property Original Debt Amount Monthly Payment Balance as of 12/31/2017 Lender Term Interest Rate Loan Maturity D&O Financing $140,000 $14,000 $0 1 Year 3.81% 8/3/2017 JNL Parking $300,000 -- $0 JNL Parking 3 Months (I/O) 1.00% 9/30/2017 iPark $500,000 -- $0 iPark Services, LLC 3 Months (I/O) 5.75% 9/30/2017 MVP Realty Advisors $2,100,000 -- $0 MVP Realty Advisors 1 Year (I/O) 5.00% 6/30/2018 MVP San Jose 88 Garage, LLC $2,200,000 Interest Only $0 Owens Realty Mortgage, Inc. 2 year (I/O) 7.75% 1/15/2019 MVP Cincinnati Race Street Garage, LLC $3,000,000 Interest Only $0 Moonshell, LLC 3 Months (I/O) 9.00% 1/10/2018 Total interest expense incurred for the year ended December 31, 2017 was approximately $4.7 million. Total loan amortization cost for the year ended December 31, 2017 was approximately $1.9 million. As of December 31, 2017, future principal payments on the notes payable are as follows: 2018 $ 1,925,000 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 (1,896,000) Total $ 123,770,000 As of December 31, 2016, the principal balances on notes payable are as follows: Property Location Interest Rate Loan Maturity Loan Balance D&O Financing N/A 3.81% 8/3/2017 $ 112,000 West 9 th Cleveland, OH 4.50% 10/25/2026 5,281,000 Less unamortized loan issuance costs (75,000) Total $ 5,318,000 In November 2016, we financed a 12-month insurance policy for Directors and Officers liability, with an annual interest rate of 3.8%. The agreement required a down payment of $25,000 and nine monthly payments of $14,000 beginning on November 3, 2016. As of December 31, 2016, the outstanding balance of the note was approximately $0.1 million. During October 2016, Cleveland West 9 th Total interest expense incurred for the year ended December 31, 2016 was $39,000. Total loan amortization cost for the year ended December 31, 2016 was $2,800. As of December 31, 2016, future principal payments on the notes payable are as follows: 2017 $ 231,000 2018 124,000 2019 129,000 2020 135,000 2021 142,000 Thereafter 4,632,000 Total $ 5,393,000 |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2017 | |
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. |
Gain on Sale of Investment in R
Gain on Sale of Investment in Real Estate | 12 Months Ended |
Dec. 31, 2017 | |
Real Estate [Abstract] | |
Gain on Sale of Investment in Real Estate | Note D – Investments in Real Estate As of December 31, 2017, 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 MVP Detroit Center Garage Detroit, MI 2/1/2017 Garage 1,275 1.28 N/A $55,306,000 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 $11,000,000 ISOM Management MVP PF Ft. Lauderdale (2) Ft. Lauderdale, FL 12/15/2017 Lot 66 0.75 4,017 $3,423,000 SP + MVP PF Kansas City (2) Kansas City, MO 12/15/2017 Lot 164 1.18 N/A $1,812,000 SP + MVP PF Memphis Poplar (2) Memphis, TN 12/15/2017 Lot 125 0.86 N/A $3,735,000 Best Park MVP PF Memphis Court (2) Memphis, TN 12/15/2017 Lot 37 0.41 N/A $1,208,000 SP + MVP PF St. Louis (2) St Louis, MO 12/15/2017 Lot 179 1.22 N/A $5,145,000 SP + Mabley Place Garage (2) (3) Cincinnati, OH 12/15/2017 Garage 775 0.9 8,400 $21,142,000 SP + MVP Denver Sherman (2) Denver, CO 12/15/2017 Lot 28 0.14 N/A $705,000 Denver School (Table Continued) MVP Fort Worth Taylor (2) Fort Worth, TX 12/15/2017 Garage 1,013 1.18 11,828 $27,658,000 SP + MVP Milwaukee Old World (2) Milwaukee, WI 12/15/2017 Lot 54 0.26 N/A $2,043,000 SP + MVP St. Louis Convention Plaza (2) St. Louis, MO 12/15/2017 Lot 221 1.26 N/A $3,091,000 SP + MVP Houston Saks Garage (2) Houston, TX 12/15/2017 Garage 265 0.36 5,000 $10,391,000 iPark Services MVP St. Louis Lucas (2) St. Louis, MO 12/15/2017 Lot 202 1.07 N/A $3,695,000 SP + MVP Milwaukee Wells (2) Milwaukee, WI 12/15/2017 Lot 100 0.95 N/A $4,873,000 PCAM, LLC MVP Wildwood NJ Lot 1 (2)(4) Wildwood, NJ 12/15/2017 Lot 29 0.26 N/A $745,000 SP + MVP Wildwood NJ Lot 2 (2)(4) Wildwood, NJ 12/15/2017 Lot 45 0.31 N/A $886,000 SP+ MVP Indianapolis City Park (2) Indianapolis, IN 12/15/2017 Garage 370 0.47 N/A $10,813,000 ABM MVP KC Cherry Lot (2) Kansas City, MO 12/15/2017 Lot 84 0.6 N/A $987,000 SP + MVP Indianapolis WA Street (2) Indianapolis, IN 12/15/2017 Lot 141 1.07 N/A $5,749,000 Denison Minneapolis City Parking (2) Minneapolis, MN 12/15/2017 Lot 270 1.98 N/A $9,838,000 SP + MVP Indianapolis Meridian (2) Indianapolis, IN 12/15/2017 Lot 36 0.24 N/A $1,601,000 Denison MVP Milwaukee Clybourn (2) Milwaukee, WI 12/15/2017 Lot 15 0.06 N/A $262,000 Secure MVP Milwaukee Arena Lot (2) Milwaukee, WI 12/15/2017 Lot 75 1.11 N/A $4,632,000 SP + MVP Clarksburg Lot (2) Clarksburg, WV 12/15/2017 Lot 94 0.81 N/A $715,000 ABM MVP Denver Sherman 1935 (2) Denver, CO 12/15/2017 Lot 72 0.43 N/A $2,534,000 SP + MVP Bridgeport Fairfield (2) Bridgeport, CT 12/15/2017 Garage 878 1.01 4,349 $8,256,000 SP + Construction in progress $750,000 $287,802,000 (1) These properties are held by West 9 th (2) These properties were acquired as a result of the Merger with MVP I. (3) 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. (4) These properties are held by MVP Wildwood NJ Lot, LLC. 2016 As of December 31, 2016, the Company had the following Investments in Real Estate that were consolidated on the Company’s balance sheet: Property Location Date Acquired Investment Amount Ownership % Parking Tenant Lease Commencement Date MVP Cleveland West 9 th Cleveland, OH 5/11/2016 $5,675,000 51.00% SP + 5/11/2016 33740 Crown Colony (1) Cleveland, OH 5/17/2016 $3,030,000 51.00% SP + 5/17/2016 MVP San Jose 88 Garage San Jose, CA 6/15/2016 $3,576,000 100.00% ABM 6/15/2016 MCI 1372 Street Canton, OH 7/8/2016 $700,000 100.00% ABM 7/8/2016 MVP Cincinnati Race Street Garage Cincinnati, OH 7/8/2016 $4,500,000 100.00% SP + 9/1/2016 MVP St. Louis Washington St Louis, MO 7/18/2016 $3,000,000 100.00% SP + 7/21/2016 MVP St. Paul Holiday Garage St Paul, MN 8/12/2016 $8,200,000 100.00% Interstate Parking 8/12/2016 MVP Louisville Station Broadway Louisville, KY 8/23/2016 $3,050,000 100.00% Riverside Parking 8/23/2016 White Front Garage Partners Nashville, TN 9/30/2016 $11,495,000 80.00% Premier Parking 10/1/2016 Cleveland Lincoln Garage Owners Cleveland, OH 10/19/2016 $7,317,000 100.00% SP + 10/25/2016 MVP Houston Jefferson Lot (2) Houston, TX 11/22/2016 $700,000 100.00% iPark Services 12/1/2016 MVP Houston San Jacinto Lot Houston, TX 11/22/2016 $3,200,000 100.00% iPark Services 12/1/2016 54,443,000 (1) In November 2016, these properties merged into one holding company called West 9 th (2) Property classified as held for sale |
Investment In DST
Investment In DST | 12 Months Ended |
Dec. 31, 2017 | |
Real Estate [Abstract] | |
Investment In DST | Note N – 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 carve-out 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 year ended December 31, 2017 totaled $0.1 million. 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 December 31, 2017 (Unaudited) ASSETS Investments in real estate and fixed assets $ 11,512,000 Cash 26,000 Cash - restricted 5,000 Accounts receivable 82,000 Total assets $ 11,625,000 LIABILITIES AND EQUITY Liabilities Notes payable, net of unamortized loan issuance cost of $64,670.92 $ 5,935,000 Accounts payable and accrued liabilities 61,000 Due to related party 87,000 Total liabilities 6,083,000 Equity Member’s equity 6,129,000 Offering costs (574,000) Accumulated earnings 225,000 Distributions to members (238,000) Total equity 5,542,000 Total liabilities and equity $ 11,625,000 Summarized Statements of Operations—Unconsolidated Real Estate Affiliates—Equity Method Investments For the Period from June 1, 2017 through December 31, 2017 Revenue $ 425,000 Expenses (200,000) Net income $ 225,000 |
Investment in Equity Method Inv
Investment in Equity Method Investee | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Equity Method Investee | Note O – Investment in Equity Method Investee Prior to the Merger, the Company held an investment in equity method investee in the following companies. Upon completion of the Merger on December 15, 2017 these properties were fully consolidated with the Company. MVP Denver 1935 Sherman, LLC On February 12, 2016, the Company along with MVP I, through MVP Denver 1935 Sherman, LLC (“MVP Denver”), a Nevada limited liability company owned 24.49% by the Company and 75.51% by MVP I, closed on the purchase of a parking lot for approximately $2.4 million in cash, of which the Company’s share was approximately $0.6 million. The parking lot is located at 1935 Sherman Avenue, Denver, Colorado (the “Denver parking lot”). The Denver parking lot consists of approximately 18,765 square feet and has approximately 72 parking spaces. under a net lease agreement where MVP Denver is responsible for property taxes and SP+ pays for all insurance and maintenance costs. SP+ pays annual rent of $120,000. In addition, the lease provides revenue participation with MVP Denver receiving 70% of gross receipts over $160,000. The term of the lease is for 10 years. Summarized Statements of Operations—Unconsolidated Real Estate Affiliates—Equity Method Investments— MVP Denver For the Period from June 1, 2017 through December 15, 2017 Revenue $ 115,000 Expenses (77,000) Net income $ 38,000 Houston Preston Lot On November 22, 2016, the Company and MVP I , through MVP Houston Preston Lot, LLC, a Delaware limited liability company (“MVP Preston”), an entity wholly owned by the Company, The parking lot is under a 10-year lease with iPark Services LLC (“iPark”), a regional parking operator, under a modified net lease agreement where MVP Preston is responsible for property taxes above a $38,238 threshold, and iPark pays for insurance and maintenance costs. iPark pays annual rent of $228,000. In addition, the lease provides revenue participation with MVP Preston receiving 65% of gross receipts over $300,000. The term of the lease is for 10 years. During April 2017, the company increased their ownership interest in the MVP Houston Preston Lot from 20% to 60%, by purchasing $1.12 million of MVP I ownership and will now be considered the controlling party. Summarized Statements of Operations—Unconsolidated Real Estate Affiliates—Equity Method Investments— MVP Preston For the Period from June 1, 2017 through April 31, 2017 Revenue $ 76,000 Expenses (13,000) Net income $ 63,000 |
Merger
Merger | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Merger | Note P – Merger On May 26, 2017, the Company, MVP I, Merger Sub, and the Advisor entered into the Merger Agreement. Subject to the terms and conditions of the Merger Agreement, MVP I merged with and into Merger Sub on December 15, 2017, with Merger Sub surviving the Merger, such that following the Merger, the Merger Sub continued as a wholly owned subsidiary of the Company. The Merger is intended to qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Code. The combined company was subsequently renamed "The Parking REIT, Inc." Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each outstanding share of MVP I Common Stock was automatically cancelled and retired, and converted into the right to receive 0.365 shares of common stock of the Company. Holders of shares of MVP I Common Stock received cash in lieu of fractional shares. At the effective time of the Merger, each share of MVP I Common Stock, if any, then held by any wholly owned subsidiary of MVP I or by the Company or any of its wholly owned subsidiaries was no longer outstanding and was automatically retired and ceased to exist, and no consideration was paid, nor will any other payment or right inure or be made with respect to such shares of MVP I Common Stock in connection with or as a consequence of the Merger. In addition, each share of MVP I’s Non-Participating, Non-Voting Convertible Stock, $0.001 par value per share (“MVP I Convertible Stock”), all 1,000 of which are held by the Advisor, was automatically retired and ceased to exist, and no consideration was paid, nor will any other payment or right inure or be made with respect to such shares of MVP I Convertible Stock in connection with or as a consequence of the Merger. Pursuant to the Merger Agreement, the board of directors of the Company increased the number of directors from five to eight, and Nicholas Nilsen, Robert J. Aalberts and Shawn Nelson, previous directors of MVP I, were elected to the Company’s board of directors. Amended and Restated Advisory Agreement Concurrently with the entry into the Merger Agreement, on May 26, 2017, the Company, the Operating Partnership and the Advisor entered into the Amended and Restated Advisory Agreement, which became effective at the effective time of the Merger. The Amended and Restated Advisory Agreement amended the Company’s existing advisory agreement, dated October 5, 2015, to provide for, among other amendments, (i) elimination of acquisition fees, disposition fees and subordinated performance fees and (ii) the payment of an asset management fee by the Company to the Advisor calculated and paid monthly in an amount equal to one-twelfth of 1.1% of the (a) cost of each asset then held by the Company, without deduction for depreciation, bad debts or other non-cash reserves, or (b) the Company’s proportionate share thereof in the case of an investment made through a joint venture or other co-ownership arrangement excluding (only for clause (b)) debt financing on the investment. Pursuant to the Amended and Restated Advisory Agreement, the asset management fee may not exceed $2,000,000 per annum (the “Asset Management Fee Cap”) until the earlier of such time, if ever, that (i) the Company holds assets with an Appraised Value (as defined Amended and Restated Advisory Agreement) equal to or in excess of $500,000,000 or (ii) the Company reports AFFO (as defined in the Amended and Restated Advisory Agreement) equal to or greater than $0.3125 per share of the Company’s common stock (an amount intended to reflect a 5% or greater annualized return on $25.00 per share of the Company’s common stock) (the “Per Share Amount”) for two consecutive quarters, on a fully diluted basis. All amounts of the asset management fee in excess of the Asset Management Fee Cap, plus interest thereon at a rate of 3.5% per annum, will be due and payable by the Company no later than ninety (90) days after the earlier of the date that (i) the Company holds assets with an Appraised Value equal to or in excess of $500,000,000 or (ii) the Company reports AFFO per share of Company’s common stock equal to or greater than the Per Share Amount for two consecutive quarters, on a fully diluted basis. Termination Agreement Concurrently with the entry into the Merger Agreement, on May 26, 2017, the Company, MVP I, the Advisor and the Operating Partnership entered into the Termination Agreement. Pursuant to the Termination Agreement, at the effective time of the Merger, the 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 payable to the Advisor in connection with the Merger. The foregoing description of the Merger Agreement, the Amended and Restated Advisory Agreement and the Termination Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the applicable agreements, each of which is filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 31, 2017. Amended Charter In connection with the Merger, at the Company’s annual stockholders’ meeting held on September 27, 2017, the Company’s stockholders approved, among other matters, the amendment and restatement of its charter (the “Amended Charter”). As described in more detail in the final proxy statement distributed to the Company’s stockholders for the annual meeting, the Amended Charter is primarily intended to accomplish two objectives in connection with the possible listing of the Company’s common stock after the closing of the Merger: (1) to remove provisions of the Company’s charter that it believes may unnecessarily restrict the Company’s ability to take advantage of further opportunities for liquidity events or are redundant with or otherwise addressed or permitted to be addressed under Maryland law and (2) to amend certain provisions in a manner that the Company believes would be more suitable for becoming a publicly-traded REIT. The Amended Charter will become effective upon its filing with the State Department of Assessments and Taxation of Maryland. We expect to file the proposed Amended Charter immediately before the Company’s common stock becomes listed for trading on a national securities exchange. This means that the changes to the charter will not be effective unless and until the Company completes an exchange listing. |
Income Taxes and Critical Accou
Income Taxes and Critical Accounting Policy | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes and Critical Accounting Policy | Note Q — Income Taxes and Critical Accounting Policy The Company intends to qualify as a REIT for the tax year beginning January 1, 2017 and ending December 31, 2017 and believes that it has been organized and has operated during 2017 in such a manner to meet the qualifications to be treated as a REIT for federal and state income tax purposes. During 2016, the Company was subject to U.S. federal and state income taxes as it filed income tax returns as a C corporation. As such, the Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company uses a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolutions of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more likely than not of being realized upon ultimate settlement. The Company believes that its income tax filing positions and deductions would be sustained upon examination; thus, the Company has not recorded any uncertain tax positions as of December 31, 2017. A full valuation allowance for deferred tax assets was provided since the Company believes that it is more likely than not that it will not realize the benefits of its deferred tax assets. A change in circumstances may cause the Company to change its judgment about whether deferred tax assets will more likely than not be realized. The Company would generally report any change in the valuation allowance through its income statement in the period in which such changes in circumstances occur. As a REIT, the Company will generally not be subject to corporate level federal income taxes on earnings distributed to its stockholders, and therefore may not realize deferred tax assets arising during the Company’s pre-2017 periods before the Company became a REIT. The Company intends to distribute at least 100% of its taxable income annually and intends to do so for the tax year ending December 31, 2017 and future periods. Accordingly, the Company has not included any provisions for federal income taxes in the accompanying consolidated financial statements for the years ended December 31, 2017 and 2016. The Company owns and rents real estate in various states and municipalities within the United States, and, as a result, the Company or one or more of its subsidiaries may have income or other tax return filing requirements, and may be subject to income or franchise taxes, in state and municipal jurisdictions. The Company has a net deferred tax asset of $1.6 million which is subject to a full valuation allowance and thus is not recorded on the Company’s balance sheet. The deferred tax asset is primarily made up of net operating losses and capitalized acquisition costs which are deducted for book but capitalized for tax purposes. Since the Company intends to make a REIT election, generally the net operating losses will not be available to offset future income. Due to the valuation allowance, the Company’s effective rate is approximately 0%. |
Preferred Stock and Warrants
Preferred Stock and Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Preferred Stock and Warrants | Note R —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 December 31, 2017, 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. Base on the number of Series A shares outstanding at December 31, 2017, the increased dividend rate would cost the Company approximately $12,000 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 December 31, 2017, there were detachable warrants that may be exercised for 85,740 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 December 31, 2017 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 85,740 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 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 December 31, 2017, the increased dividend rate would cost the Company approximately $50,000 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 December 31, 2017, there were detachable warrants that may be exercised for 175,805 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 December 31, 2017 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 $4.4 million and as a result the Company would issue an additional 175,805 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. 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 | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note S — Subsequent Events The following subsequent events have been evaluated through the date of this filing with the SEC. On February 1, 2018, the Company’s board of directors appointed a Special Committee of the board of directors (the “Special Committee”). The purpose of the Special Committee was to review and negotiate the potential internalization with the Advisor. On April 23, 2018, the board of directors disbanded the Special Committee. During February 2018, the Company, through MVP New Orleans Rampart, LLC (“MVP New Orleans”), an entity owned by the Company, closed on the purchase of a parking lot consisting of approximately 78 parking spaces, located in New Orleans, Louisiana, for the purchase price of $8.0 million, plus acquisition and financing-related transaction costs. The Company owns a 100% equity interest in the MVP New Orleans. The parking lot will be operated by 342 N. Rampart, LLC (“Rampart”) under a long-term lease, where Rampart will be responsible for annual base rent of $560,000, and 70% of all gross revenue above $700,000. The purchase price was funded through the Company's Borrowing Base revolving credit facility from KeyBank in the amount of $4.4 million and the Companys working capital revolving credit facility from KeyBank in the amount of $3.6 million. In February 2018, the Audit Committee of the Company’s board of directors (the "Audit Committee") engaged independent legal counsel to conduct an internal investigation arising from the Audit Committee's receipt of allegations from an employee of MVP Realty Advisors, LLC, the Company’s external advisor (the "Advisor"), regarding possible wrongdoing by the Company's Chairman and Chief Executive Officer, Michael V. Shustek, relating to (i) potentially inaccurate disclosures by MVP American Securities, the broker-dealer affiliated with the Advisor, to the Financial Industry Regulatory Authority, Inc. ("FINRA") relating to total underwriting compensation paid by the Advisor and its affiliates (other than the Company) in connection with the initial public offerings of MVP I, Inc. and the Company and (ii) potential inaccuracies in personal financial statements of Mr. Shustek that were provided to one or more of the Company's lenders in connection with mortgage loans or guarantees where Mr. Shustek is a personal non-recourse carve-out guarantor. On March 22, 2018, the board of directors of the Company unanimously authorized a suspension of the Company’s cash distributions and stock dividends to holders of its common stock. The board 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 the value of the Company for stockholders through potential future acquisitions 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 10.19. 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.” During June 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 Companys 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. |
Schedule III - Real Estate and
Schedule III - Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2017 | |
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Schedule III Real Estate and Accumulated Depreciation | SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2017 Initial Cost Gross Carrying Amount at December 31, 2017 Description ST Encumbrance Land Buildings and Improvements Total Cost Capitalized Subsequent to Acquisition Land Building and Improvements Total Accumulated Depreciation (1) Date Acquired Rentable Square Feet West 9th Street OH $ -- $ 5,675,000 $ -- $ 5,675,000 $ -- $ 5,823,000 $ -- $ 5,823,000 $ 2,000 2016 n/a Crown Colony OH -- 3,030,000 -- 3,030,000 -- 3,049,000 -- 3,049,000 1,000 2016 n/a San Jose CA -- 1,073,000 2,503,000 3,576,000 -- 1,073,000 2,752,000 3,825,000 110,000 2016 n/a MCI 1372 Street OH -- 700,000 -- 700,000 -- 700,000 -- 700,000 -- 2016 n/a Cincinnati Race Street OH -- 2,142,000 2,358,000 4,500,000 -- 2,142,000 3,416,000 5,558,000 89,000 2016 n/a St Louis Washington MO -- 3,000,000 -- 3,000,000 -- 3,000,000 -- 3,000,000 -- 2016 n/a St Paul Holiday Garage MN -- 1,673,000 6,527,000 8,200,000 -- 1,673,000 6,723,000 8,396,000 232,000 2016 n/a Louisville Station KY -- 3,050,000 -- 3,050,000 -- 3,107,000 -- 3,107,000 3,000 2016 n/a Whitefront Garage TN -- 3,116,000 8,380,000 11,496,000 -- 3,116,000 8,556,000 11,672,000 273,000 2016 n/a Cleveland Lincoln Garage OH -- 2,195,000 5,122,000 7,317,000 -- 2,195,000 5,211,000 7,406,000 157,000 2016 n/a Houston Preston TX -- 2,800,000 -- 2,800,000 -- 2,820,000 -- 2,820,000 1,000 2016 n/a Houston San Jacinto TX -- 3,200,000 -- 3,200,000 -- 3,250,000 -- 3,250,000 1,000 2016 n/a MVP Detroit Center Garage MI -- 7,000,000 48,000,000 55,000,000 -- 7,000,000 48,306,000 55,306,000 1,179,000 2017 n/a St. Louis Broadway Group MO -- 2,400,000 -- 2,400,000 -- 2,400,000 -- 2,400,000 -- 2017 n/a St. Louis Seventh & Cerre MO -- 3,300,000 -- 3,300,000 -- 3,300,000 -- 3,300,000 -- 2017 n/a MVP Preferred Parking TX -- 15,800,000 4,700,000 20,500,000 -- 15,800,000 4,700,000 20,500,000 60,000 2017 n/a MVP Raider Park Garage TX -- 1,960,000 9,040,000 11,000,000 -- 1,960,000 9,040,000 11,000,000 22,000 2017 n/a MVP PF Ft. Lauderdale 2013 FL -- 3,423,000 -- 3,423,000 -- 3,423,000 -- 3,423,000 -- 2017 n/a MVP PF Memphis Court 2013 TN -- 1,208,000 -- 1,208,000 -- 1,208,000 -- 1,208,000 -- 2017 n/a MVP PF Memphis Poplar 2013 TN -- 3,735,000 -- 3,735,000 -- 3,735,000 -- 3,735,000 3,000 2017 n/a MVP PF Kansas City 2013 MO -- 1,812,000 -- 1,812,000 -- 1,812,000 -- 1,812,000 -- 2017 n/a MVP PF St. Louis 2013 MO -- 5,145,000 -- 5,145,000 -- 5,145,000 -- 5,145,000 5,000 2017 n/a Mabley Place Garage OH -- 1,585,000 19,557,000 21,142,000 -- 1,585,000 19,557,000 21,142,000 24,000 2017 n/a MVP Denver Sherman CO -- 705,000 -- 705,000 -- 705,000 -- 705,000 -- 2017 n/a MVP Fort Worth Taylor TX -- 2,845,000 24,813,000 27,658,000 -- 2,845,000 24,813,000 27,658,000 29,000 2017 n/a MVP Milwaukee Old World WI -- 2,044,000 -- 2,044,000 -- 2,044,000 -- 2,044,000 1,000 2017 n/a MVP St. Louis Convention Plaza MO -- 3,091,000 -- 3,091,000 -- 3,091,000 -- 3,091,000 1,000 2017 n/a MVP Houston Saks Garage TX -- 4,931,000 5,460,000 10,391,000 -- 4,931,000 5,460,000 10,391,000 7,000 2017 n/a MVP St. Louis Lucas MO -- 3,695,000 -- 3,695,000 -- 3,695,000 -- 3,695,000 2,000 2017 n/a MVP Milwaukee Wells WI -- 4,873,000 -- 4,873,000 -- 4,873,000 -- 4,873,000 1,000 2017 n/a MVP Wildwood NJ Lot NJ -- 1,631,000 -- 1,631,000 -- 1,631,000 -- 1,631,000 -- 2017 n/a MVP Indianapolis City Park IN -- 2,055,000 8,758,000 10,813,000 -- 2,055,000 8,758,000 10,813,000 12,000 2017 n/a MVP KC Cherry Lot MO -- 987,000 -- 987,000 -- 987,000 -- 987,000 500 2017 n/a MVP Indianapolis WA Street Lot IN -- 5,749,000 -- 5,749,000 -- 5,749,000 -- 5,749,000 1,000 2017 n/a MVP Minneapolis Venture MN -- 6,543,000 -- 6,543,000 -- -- -- -- -- 2017 n/a MVP Indianapolis Meridian Lot IN -- 1,601,000 -- 1,601,000 -- 1,601,000 -- 1,601,000 200 2017 n/a MVP Milwaukee Clybourn WI -- 262,000 -- 262,000 -- 262,000 -- 262,000 100 2017 n/a MVP Milwaukee Arena WI -- 4,632,000 -- 4,632,000 -- 4,632,000 -- 4,632,000 -- 2017 n/a MVP Clarksburg Lot WV -- 715,000 -- 715,000 -- 715,000 -- 715,000 200 2017 n/a MVP Denver Sherman 1935 CO -- 2,534,000 -- 2,534,000 -- 2,534,000 -- 2,534,000 -- 2017 n/a MVP Bridgeport Fairfield Garage CT -- 498,000 7,758,000 8,256,000 -- 498,000 7,758,000 8,256,000 10,000 2017 n/a Minneapolis City Parking MN -- 9,838,000 -- 9,838,000 -- 9,838,000 -- 9,838,000 4,000 2017 n/a $ -- $ 138,251,000 $ 152,976,000 $ 291,227,000 $ -- $ 132,002,000 $ 155,050,000 (2) $ 287,052,000 $ 2,231,000 (1) The initial costs of buildings are depreciated over 39 years using a straight-line method of accounting; improvements capitalized subsequent to acquisition are depreciated over the shorter of the lease term or useful life, generally ranging from one to 20 years. (2) This amoount does not include CIP of $750,000. The aggregate gross cost of property included above for federal income tax purposes approximated $288.2 million as of December 31, 2017. The following table reconciles the historical cost of total real estate held for investment for the years ended December 31, 2017 and 2016. 2017 2016 Total real estate held for investment, inception (prior) $ 53,743,000 $ -- Additions during period: 2,370,000 -- Acquisitions 230,939,000 53,743,000 Total real estate held for investment, end of year $ 287,052,000 $ 53,743,000 The following table reconciles the accumulated depreciation for the years ended December 31, 2017 and 2016. 2017 2016 Accumulated depreciation, inception (prior) $ 195,000 $ -- Additions during period: -- -- Depreciation of real estate 2,036,000 195,000 Accumulated depreciation, end of year $ 2,231,000 $ 195,000 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting The consolidated financial statements of the Company are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented have been included. |
Consolidation | Consolidation The Company’s consolidated financial statements include its accounts and 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 Jefferson Lot, LLC** MVP Indianapolis City Park, LLC MVP Houston Preston Lot, LLC* MVP KC Cherry Lot, LLC MVP Houston San Jacinto Lot, LLC MVP Indianapolis WA Street Lot, LLC MVP Detroit Center Garage, LLC Minneapolis City Parking, LLC St Louis Broadway, LLC MVP Minneapolis Venture, LLC St Louis Seventh & Cerre, LLC MVP Indianapolis Meridian Lot, LLC MVP Preferred Parking, LLC MVP Milwaukee Clybourn, LLC MVP Raider Park Garage, LLC * Entity was consolidated with the Company starting May 1, 2017. See Note E – Related Party Transactions ** See Note M – Gain on Sale of Investment in Real Estate 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 14 parking tenants as of December 31, 2017 and six parking tenants as of December 31, 2016. One tenant, SP Plus Corporation (Nasdaq: SP) (“SP+”), represented 54.8% of the Company’s base parking rental revenue for the year ended December 31, 2017. SP+ is one of the largest providers of parking management in the United States. As of December 31, 2017, SP+ managed approximately 3,600 locations in North America. Below is a table that summarizes parking rent by tenant: For the Years Ended December 31, Parking Tenant 2017 2016 SP+ 54.8% 43.2% iPark Services 12.9% 1.6% Premier Parking 7.7% 14.7% Interstate Parking 6.2% 17.2% Miller Parking* 4.5% -- Lanier Parking Solutions 4.1% -- St. Louis Parking 4.1% -- Riverside Parking 2.2% 5.9% ABM** 2.1% 17.4% ISOM Mgmt. 1.0% -- Denison 0.2% -- PCAM, LLC 0.1% -- BEST PARK 0.1% -- Denver School <0.1% -- Secure <0.1% -- * 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 years ended December 2017 and 2016, as well as concentrations in various cities based on the real estate the Company owned as of December 31, 2017 and 2016. The below tables summarize this information by city. City Concentration for Parking Rental Revenue For the Years Ended December 31, 2017 2016 Detroit 39.4% -- Houston 12.9% 1.6% Cleveland 11.8% 34.3% Nashville 7.7% 14.7% St. Paul 6.2% 17.2% St. Louis 5.9% 6.8% San Jose 5.3% 8.2% Cincinnati 4.3% 9.2% Louisville 2.2% 5.9% Lubbock 1.0% -- Fort Worth 0.7% -- Canton 0.5% 2.1% Indianapolis 0.5% -- Minneapolis 0.4% -- Milwaukee 0.3% -- St. Louis 0.3% -- Bridgeport 0.2% -- Memphis 0.1% -- Kansas City 0.1% -- Denver 0.1% -- Ft. Lauderdale 0.1% -- Wildwood <0.1% -- Clarksburg <0.1% -- Real Estate Investment Concentration by City As of December 31, 2017 2016 Detroit 18.8% -- Houston 12.7% 10.5% Fort Worth 9.4% -- Cincinnati 9.1% 8.5% St Louis 7.0% 5.7% Indianapolis 6.2% -- Minneapolis 5.6% 3.8% Cleveland 5.6% 22.2% Milwaukee 4.0% -- Nashville 4.0% 17.4% Lubbock 3.7% -- St Paul 2.9% 1.5% Bridgeport 2.8% 15.4% Memphis 1.7% -- San Jose 1.3% 6.8% Ft. Lauderdale 1.2% -- Denver 1.1% 1.1% Louisville 1.1% 5.8% Kansas City 0.9% -- Wildwood 0.5% -- Clarksburg 0.2% -- Canton 0.2% 1.3% During the last week of August 2017, Houston, Texas experienced major flooding due to Hurricane Harvey. This resulted in limited access to the Houston area and a shutdown of most business and government operations. The Company’s parking garage and parking lots located in Houston, Texas experienced minimal damage during this time and experienced no loss in base rental income. |
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 December 31, 2017 and 2016, the Company had $5.6 million and $3.4 million, respectively, in excess of the federally-insured limits. As of December 31, 2017, 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 years ended December 31, 2017 and 2016, 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 is organized and conducts operations to qualify as a REIT under Sections 856 to 860 of the I Code and to comply with the provisions of the Code with respect thereto. 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 its 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. If the Company does not qualify as a REIT for the tax year ended December 31, 2017, the Company will file as a C corporation and deferred tax assets and liabilities will be established for the temporary differences between the financial reporting basis and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for the deferred tax assets is provided if the Company believes that it is more likely than not that the Company will not realize the tax benefit of deferred tax assets based on the available evidence at the time the determination is made. For the tax year ended December 31, 2017, the Company did not realize the benefits of its deferred tax assets, and thus a valuation allowance was recorded against the Company’s net deferred tax assets. |
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 years ended December 31, 2017 and 2016. 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 December 31, 2017, 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 December 31, 2017, there were 29,789 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 December 31, 2017 (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. |
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. 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 31 st th th st 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. Notwithstanding the foregoing, the share repurchase program will terminate if the shares of common stock are listed on a national securities exchange. As of December 31, 2017, no shares are eligible for redemption (other than in connection with a death or disability of a stockholder). 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 will take 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 72,111 shares of common stock under the DRIP as of December 31, 2017.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 Accoun28
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tenant Concentration [Member] | |
Concentration by Risk Type | For the Years Ended December 31, Parking Tenant 2017 2016 SP+ 54.8% 43.2% iPark Services 12.9% 1.6% Premier Parking 7.7% 14.7% Interstate Parking 6.2% 17.2% Miller Parking* 4.5% -- Lanier Parking Solutions 4.1% -- St. Louis Parking 4.1% -- Riverside Parking 2.2% 5.9% ABM** 2.1% 17.4% ISOM Mgmt. 1.0% -- Denison 0.2% -- PCAM, LLC 0.1% -- BEST PARK 0.1% -- Denver School <0.1% -- Secure <0.1% -- |
City Concentration [Member] | |
Concentration by Risk Type | City Concentration for Parking Rental Revenue For the Years Ended December 31, 2017 2016 Detroit 39.4% -- Houston 12.9% 1.6% Cleveland 11.8% 34.3% Nashville 7.7% 14.7% St. Paul 6.2% 17.2% St. Louis 5.9% 6.8% San Jose 5.3% 8.2% Cincinnati 4.3% 9.2% Louisville 2.2% 5.9% Lubbock 1.0% -- Fort Worth 0.7% -- Canton 0.5% 2.1% Indianapolis 0.5% -- Minneapolis 0.4% -- Milwaukee 0.3% -- St. Louis 0.3% -- Bridgeport 0.2% -- Memphis 0.1% -- Kansas City 0.1% -- Denver 0.1% -- Ft. Lauderdale 0.1% -- Wildwood <0.1% -- Clarksburg <0.1% -- |
Real Estate Investment Concentration [Member] | |
Concentration by Risk Type | Real Estate Investment Concentration by City As of December 31, 2017 2016 Detroit 18.8% -- Houston 12.7% 10.5% Fort Worth 9.4% -- Cincinnati 9.1% 8.5% St Louis 7.0% 5.7% Indianapolis 6.2% -- Minneapolis 5.6% 3.8% Cleveland 5.6% 22.2% Milwaukee 4.0% -- Nashville 4.0% 17.4% Lubbock 3.7% -- St Paul 2.9% 1.5% Bridgeport 2.8% 15.4% Memphis 1.7% -- San Jose 1.3% 6.8% Ft. Lauderdale 1.2% -- Denver 1.1% 1.1% Louisville 1.1% 5.8% Kansas City 0.9% -- Wildwood 0.5% -- Clarksburg 0.2% -- Canton 0.2% 1.3% |
Investments in Real Estate (Tab
Investments in Real Estate (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Real Estate [Abstract] | |
Schedule Of Real Estate Properties | As of December 31, 2017, 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 MVP Detroit Center Garage Detroit, MI 2/1/2017 Garage 1,275 1.28 N/A $55,306,000 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 $11,000,000 ISOM Management MVP PF Ft. Lauderdale (2) Ft. Lauderdale, FL 12/15/2017 Lot 66 0.75 4,017 $3,423,000 SP + MVP PF Kansas City (2) Kansas City, MO 12/15/2017 Lot 164 1.18 N/A $1,812,000 SP + MVP PF Memphis Poplar (2) Memphis, TN 12/15/2017 Lot 125 0.86 N/A $3,735,000 Best Park MVP PF Memphis Court (2) Memphis, TN 12/15/2017 Lot 37 0.41 N/A $1,208,000 SP + MVP PF St. Louis (2) St Louis, MO 12/15/2017 Lot 179 1.22 N/A $5,145,000 SP + Mabley Place Garage (2) (3) Cincinnati, OH 12/15/2017 Garage 775 0.9 8,400 $21,142,000 SP + MVP Denver Sherman (2) Denver, CO 12/15/2017 Lot 28 0.14 N/A $705,000 Denver School (Table Continued) MVP Fort Worth Taylor (2) Fort Worth, TX 12/15/2017 Garage 1,013 1.18 11,828 $27,658,000 SP + MVP Milwaukee Old World (2) Milwaukee, WI 12/15/2017 Lot 54 0.26 N/A $2,043,000 SP + MVP St. Louis Convention Plaza (2) St. Louis, MO 12/15/2017 Lot 221 1.26 N/A $3,091,000 SP + MVP Houston Saks Garage (2) Houston, TX 12/15/2017 Garage 265 0.36 5,000 $10,391,000 iPark Services MVP St. Louis Lucas (2) St. Louis, MO 12/15/2017 Lot 202 1.07 N/A $3,695,000 SP + MVP Milwaukee Wells (2) Milwaukee, WI 12/15/2017 Lot 100 0.95 N/A $4,873,000 PCAM, LLC MVP Wildwood NJ Lot 1 (2)(4) Wildwood, NJ 12/15/2017 Lot 29 0.26 N/A $745,000 SP + MVP Wildwood NJ Lot 2 (2)(4) Wildwood, NJ 12/15/2017 Lot 45 0.31 N/A $886,000 SP+ MVP Indianapolis City Park (2) Indianapolis, IN 12/15/2017 Garage 370 0.47 N/A $10,813,000 ABM MVP KC Cherry Lot (2) Kansas City, MO 12/15/2017 Lot 84 0.6 N/A $987,000 SP + MVP Indianapolis WA Street (2) Indianapolis, IN 12/15/2017 Lot 141 1.07 N/A $5,749,000 Denison Minneapolis City Parking (2) Minneapolis, MN 12/15/2017 Lot 270 1.98 N/A $9,838,000 SP + MVP Indianapolis Meridian (2) Indianapolis, IN 12/15/2017 Lot 36 0.24 N/A $1,601,000 Denison MVP Milwaukee Clybourn (2) Milwaukee, WI 12/15/2017 Lot 15 0.06 N/A $262,000 Secure MVP Milwaukee Arena Lot (2) Milwaukee, WI 12/15/2017 Lot 75 1.11 N/A $4,632,000 SP + MVP Clarksburg Lot (2) Clarksburg, WV 12/15/2017 Lot 94 0.81 N/A $715,000 ABM MVP Denver Sherman 1935 (2) Denver, CO 12/15/2017 Lot 72 0.43 N/A $2,534,000 SP + MVP Bridgeport Fairfield (2) Bridgeport, CT 12/15/2017 Garage 878 1.01 4,349 $8,256,000 SP + Construction in progress $750,000 $287,802,000 2016 As of December 31, 2016, the Company had the following Investments in Real Estate that were consolidated on the Company’s balance sheet: Property Location Date Acquired Investment Amount Ownership % Parking Tenant Lease Commencement Date MVP Cleveland West 9 th Cleveland, OH 5/11/2016 $5,675,000 51.00% SP + 5/11/2016 33740 Crown Colony (1) Cleveland, OH 5/17/2016 $3,030,000 51.00% SP + 5/17/2016 MVP San Jose 88 Garage San Jose, CA 6/15/2016 $3,576,000 100.00% ABM 6/15/2016 MCI 1372 Street Canton, OH 7/8/2016 $700,000 100.00% ABM 7/8/2016 MVP Cincinnati Race Street Garage Cincinnati, OH 7/8/2016 $4,500,000 100.00% SP + 9/1/2016 MVP St. Louis Washington St Louis, MO 7/18/2016 $3,000,000 100.00% SP + 7/21/2016 MVP St. Paul Holiday Garage St Paul, MN 8/12/2016 $8,200,000 100.00% Interstate Parking 8/12/2016 MVP Louisville Station Broadway Louisville, KY 8/23/2016 $3,050,000 100.00% Riverside Parking 8/23/2016 White Front Garage Partners Nashville, TN 9/30/2016 $11,495,000 80.00% Premier Parking 10/1/2016 Cleveland Lincoln Garage Owners Cleveland, OH 10/19/2016 $7,317,000 100.00% SP + 10/25/2016 MVP Houston Jefferson Lot (2) Houston, TX 11/22/2016 $700,000 100.00% iPark Services 12/1/2016 MVP Houston San Jacinto Lot Houston, TX 11/22/2016 $3,200,000 100.00% iPark Services 12/1/2016 54,443,000 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Summary Of Business Acquisitions | 2017 The following table is a summary of the acquisitions for the year ended December 31, 2017, excluding properties acquired in the Merger. Property Location Date Acquired Property Type # Spaces Size / Acreage Retail Sq. Ft. Property Purchase Price MVP Detroit Center Garage Detroit, MI 01/10/2017 Garage 1,275 1.28 N/A $55,000,000 St Louis Broadway St Louis, MO 02/01/2017 Lot 161 0.96 N/A $2,400,000 St Louis Seventh & Cerre St Louis, MO 02/01/2017 Lot 174 1.06 N/A $3,300,000 MVP Preferred Parking Houston, TX 06/29/2017 Garage/Lot 521 0.75 784 $20,500,000 MVP Raider Park Garage Lubbock, TX 11/21/2017 Garage 1,495 2.15 20,536 $11,000,000 The following table is a summary of the properties acquired in the merger on December 15, 2017: Property Name Location Property Type # Spaces Size / Acreage Retail Sq. Ft Purchase Price Allocation in merger MVP PF Ft. Lauderdale 2013 Ft. Lauderdale, FL Lot 66 0.75 4,017 $3,423,000 MVP PF Kansas City 2013 Kansas City, MO Lot 164 1.18 N/A $1,812,000 MVP PF Memphis Poplar 2013, Memphis, TN Lot 125 0.86 N/A $3,735,000 MVP PF Memphis Court 2013 Memphis, TN Lot 37 0.41 N/A $1,208,000 MVP PF St. Louis 2013 St Louis, MO Lot 179 1.22 N/A $5,145,000 Mabley Place Garage Cincinnati, OH Garage 775 0.9 8,400 $21,142,000 MVP Denver Sherman Denver, CO Lot 28 0.14 N/A $705,000 MVP Fort Worth Taylor Fort Worth, TX Garage 1,013 1.18 11,828 $27,658,000 MVP Milwaukee Old World Milwaukee, WI Lot 54 0.26 N/A $2,044,000 MVP St. Louis Convention Plaza St. Louis, MO Lot 221 1.26 N/A $3,091,000 MVP Houston Saks Garage Houston, TX Garage 265 0.36 5,000 $10,391,000 MVP St. Louis Lucas St. Louis, MO Lot 202 1.07 N/A $3,695,000 MVP Milwaukee Wells Milwaukee, WI Lot 100 0.95 N/A $4,873,000 MVP Wildwood NJ Lot 1 (1) Wildwood, NJ Lot 29 0.26 N/A $745,000 MVP Wildwood NJ Lot 2 (1) Wildwood, NJ Lot 45 0.31 N/A $886,000 MVP Indianapolis City Park Indianapolis, IN Garage 370 0.47 N/A $10,813,000 MVP KC Cherry Lot Kansas City, MO Lot 84 0.6 N/A $987,000 MVP Indianapolis WA Street Lot Indianapolis, IN Lot 141 1.07 N/A $5,749,000 Minneapolis City Parking Minneapolis, MN Lot 270 1.98 N/A $9,838,000 MVP Minneapolis Venture Minneapolis, MN For Sale Lot 185 2.48 N/A $6,543,000 MVP Indianapolis Meridian Lot Indianapolis, IN Lot 36 0.24 N/A $1,601,000 MVP Milwaukee Clybourn Milwaukee, WI Lot 15 0.06 N/A $262,000 MVP Milwaukee Arena Lot Milwaukee, WI Lot 75 1.11 N/A $4,632,000 MVP Clarksburg Lot Clarksburg, WV Lot 94 0.81 N/A $715,000 MVP Denver Sherman 1935 Denver, CO Lot 72 0.43 N/A $2,534,000 MVP Bridgeport Fairfield Garage Bridgeport, CT Garage 878 1.01 4,349 $8,256,000 2016 The following table is a summary of the acquisitions for the year ended December 31, 2016. Property Location Date Acquired Property Type # Spaces Size / Acreage Retail Sq. Ft. Purchase Price MVP Cleveland West 9th, LLC Cleveland, OH 5/11/2016 Lot 254 2.16 N/A $5,675,000 33740 Crown Colony, LLC Cleveland, OH 5/17/2016 Lot 82 0.54 N/A $3,030,000 MVP San Jose 88 Garage, LLC San Jose, CA 6/15/2016 Garage 328 1.33 N/A $3,576,000 MCI 1372 Street, LLC Canton, OH 7/8/2016 Lot 68 0.44 N/A $700,000 MVP Cincinnati Race Street Garage, LLC Cincinnati, OH 7/8/2016 Garage 350 0.63 N/A $4,500,000 MVP St. Louis Washington, LLC St Louis, MO 7/18/2016 Lot 63 0.39 N/A $3,000,000 MVP St. Paul Holiday Garage, LLC St Paul, MN 8/12/2016 Garage 285 0.85 N/A $8,200,000 MVP Louisville Station Broadway, LLC Louisville, KY 8/23/2016 Lot 165 1.25 N/A $3,050,000 White Front Garage Partners, LLC Nashville, TN 9/30/2016 Garage 155 0.26 N/A $11,495,000 Cleveland Lincoln Garage Owners, LLC Cleveland, OH 10/19/2016 Garage 536 1.2 45,272 $7,317,000 MVP Houston Jefferson Lot, LLC Houston, TX 11/22/2016 Lot 76 0.52 N/A $700,000 MVP Houston San Jacinto Lot, LLC Houston, TX 11/22/2016 Lot 85 0.65 240 $3,200,000 |
Assets Acquired And Liabilities Assumed | The following table is a summary of the allocated acquisition value of all properties acquired by the Company for the year ended December 31, 2017. Assets Land and Improvements Building and improvements Total assets acquired MVP Detroit Center Garage $ 7,000,000 $ 48,000,000 $ 55,000,000 St Louis Broadway, LLC 2,400,000 -- 2,400,000 St Louis Seventh & Cerre, LLC 3,300,000 -- 3,300,000 MVP Preferred Parking, LLC 15,800,000 4,700,000 20,500,000 MVP Raider Park Garage 1,960,000 9,040,000 11,000,000 MVP PF Ft. Lauderdale 2013, LLC 3,423,000 -- 3,423,000 MVP PF Memphis Court 2013, LLC 1,208,000 -- 1,208,000 MVP PF Memphis Poplar 2013, LLC 3,735,000 -- 3,735,000 MVP PF Kansas City 2013, LLC 1,812,000 -- 1,812,000 MVP PF St. Louis 2013, LLC 5,145,000 -- 5,145,000 Mabley Place Garage, LLC * 1,585,000 19,557,000 21,142,000 MVP Denver Sherman, LLC 705,000 -- 705,000 MVP Fort Worth Taylor, LLC 2,845,000 24,813,000 27,658,000 MVP Milwaukee Old World, LLC 2,044,000 -- 2,044,000 MVP St. Louis Convention Plaza, LLC 3,091,000 -- 3,091,000 MVP Houston Saks Garage, LLC 4,931,000 5,460,000 10,391,000 MVP St. Louis Lucas, LLC 3,695,000 -- 3,695,000 MVP Milwaukee Wells, LLC 4,873,000 - 4,873,000 MVP Wildwood NJ Lot, LLC 1,631,000 -- 1,631,000 MVP Indianapolis City Park, LLC 2,055,000 8,758,000 10,813,000 MVP KC Cherry Lot, LLC 987,000 -- 987,000 MVP Indianapolis WA Street Lot, LLC 5,749,000 -- 5,749,000 MVP Minneapolis Venture, LLC** 6,543,000 -- 6,543,000 MVP Indianapolis Meridian Lot, LLC 1,601,000 -- 1,601,000 MVP Milwaukee Clybourn, LLC 262,000 -- 262,000 MVP Milwaukee Arena Lot, LLC 4,632,000 -- 4,632,000 MVP Clarksburg Lot, LLC 715,000 -- 715,000 MVP Denver Sherman 1935, LLC 2,534,000 -- 2,534,000 MVP Bridgeport Fairfield Garage, LLC 498,000 7,758,000 8,256,000 Minneapolis City Parking, LLC 9,838,000 -- 9,838,000 $ 106,597,000 $ 128,086,000 $ 234,683,000 The following table is a summary of the allocated acquisition value of all properties acquired by the Company for the year ended December 31, 2016. Assets Land and Improvements Building and improvements Total assets acquired West 9 th $ 5,675,000 -- $ 5,675,000 33740 Crown Colony 3,030,000 -- 3,030,000 San Jose 88 Garage 1,073,000 2,503,000 3,576,000 MCI 1372 Street 700,000 -- 700,000 Cincinnati Race Street 2,142,000 2,358,000 4,500,000 St. Louis Washington 3,000,000 -- 3,000,000 St. Paul Holiday Garage 1,673,000 6,527,000 8,200,000 Louisville Station Broadway 3,050,000 -- 3,050,000 White Front Garage 3,116,000 8,379,000 11,495,000 Cleveland Lincoln Garage 2,195,000 5,122,000 7,317,000 Houston Jefferson * 700,000 -- 700,000 Houston San Jacinto 3,200,000 -- 3,200,000 $ 29,554,000 $ 24,889,000 $ 54,443,000 |
Results of Operation of Acquired Properties | Year Ended December 31, 2017 Total Revenues Net Income 2017 acquisitions $ 6,407,000 $ 1,525,000 |
Shares Transfers As Result of the Merger | Company common shares outstanding at date of merger 2,451,237 Company common shares issued to MVP I stockholders on date of merger 3,887,513 Total Company common shares outstanding after Merger 6,338,750 |
Agregate Purchase Price Consideration Allocated To Assets And Liabilities | Assets Investment in properties $ 155,626,891 Cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses, construction in progress and deferred rental assets 4,433,296 Liabilities and Equity Notes payable (64,299,290) Accounts payable, accrued expenses, deferred revenue, security deposits, liabilities related to assets held for sale and due to related parties (3,464,860) Aggregate merger consideration $ 92,296,038 |
Pro Forma Consolidated Results Of Operations | The following table of pro forma consolidated results of operations of the Company for the year ended December 31, 2017 and 2016 and assumes that the acquisitions were completed as of January 1, 2016 For the Years Ended December 31, 2017 2016 Revenues from continuing operations $ 20,134,000 $ 16,185,000 Net income (loss) from continuing operations $ (2,561,000) $ 8,596,000 Net income (loss) from continuing operations per share – basic $ (0.95) $ 7.80 Net income (loss) from continuing operations per share – diluted $ (0.95) $ 7.80 The following table of pro forma consolidated results of operations of the Company for the year ended December 31, 2016 and for the period from May 4, 2015 (Date of Inception) through December 31, 2015 and assumes that the acquisitions were completed as of May 4, 2015 (Date of Inception). December 31, 2016 December 31, 2015 Revenues from continuing operations $ 4,081,000 $ 1,695,000 Net income (loss) from continuing operations $ (2,081,000) $ (1,273,000) Net income (loss) from continuing operations per share – basic $ (1.89) $ (152.11) Net income (loss) from continuing operations per share – diluted $ (1.89) $ (152.11) |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule Of Debt | As of December 31, 2017, the principal balances on notes payable are as follows Property Original Debt Amount Monthly Payment Balance as of 12/31/2017 Lender Term Interest Rate Loan Maturity West 9 th $5,300,000 $30,000 $5,163,000 American National Insurance Co. 10 year 4.50% 11/1/2026 MVP Detroit Center Garage, LLC $31,500,000 $194,000 $30,970,000 Bank of America 10 year 5.52% 2/1/2027 MVP St Louis Washington, LLC (1) $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 (4) $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) $2,058,000 Interest Only $2,058,000 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 3,935,000 KeyBank 5 Year 4.94% 2/1/2019 Mabley Place $9,000,000 $44,000 8,530,000 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 12,834,000 American National Insurance, of NY 10 year 4.50% 12/1/2026 Houston Saks Garage $3,650,000 $20,000 3,447,000 Barclays Bank PLC 10 year 4.25% 8/6/2025 St. Louis Lucas (4) $3,490,000 $20,000 3,345,000 Key Bank 10 year 4.59% 2/1/2026 Indianapolis Garage (5) $8,200,000 $46,000 7,860,000 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 5,053,000 American National Insurance, of NY 10 year 4.50% 5/1/2026 Bridgeport Fairfield $4,400,000 $23,000 4,252,000 FBL Financial Group, Inc. 10 year 4.00% 8/1/2026 Less unamortized loan issuance costs (1,900,000) $123,770,000 As of December 31, 2016, the principal balances on notes payable are as follows: Property Location Interest Rate Loan Maturity Loan Balance D&O Financing N/A 3.81% 8/3/2017 $ 112,000 West 9 th Cleveland, OH 4.50% 10/25/2026 5,281,000 Less unamortized loan issuance costs (75,000) Total $ 5,318,000 |
Notes Payable That Had Been Paid In Full | Property Original Debt Amount Monthly Payment Balance as of 12/31/2017 Lender Term Interest Rate Loan Maturity D&O Financing $140,000 $14,000 $0 1 Year 3.81% 8/3/2017 JNL Parking $300,000 -- $0 JNL Parking 3 Months (I/O) 1.00% 9/30/2017 iPark $500,000 -- $0 iPark Services, LLC 3 Months (I/O) 5.75% 9/30/2017 MVP Realty Advisors $2,100,000 -- $0 MVP Realty Advisors 1 Year (I/O) 5.00% 6/30/2018 MVP San Jose 88 Garage, LLC $2,200,000 Interest Only $0 Owens Realty Mortgage, Inc. 2 year (I/O) 7.75% 1/15/2019 MVP Cincinnati Race Street Garage, LLC $3,000,000 Interest Only $0 Moonshell, LLC 3 Months (I/O) 9.00% 1/10/2018 |
Future Principal Payments On The Notes Payable | As of December 31, 2017, future principal payments on the notes payable are as follows: 2018 $ 1,925,000 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 (1,896,000) Total $ 123,770,000 As of December 31, 2016, future principal payments on the notes payable are as follows: 2017 $ 231,000 2018 124,000 2019 129,000 2020 135,000 2021 142,000 Thereafter 4,632,000 Total $ 5,393,000 |
Investment In DST (Tables)
Investment In DST (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investment In DST [Member] | |
Summarized Financial Information | Summarized Balance Sheets—Unconsolidated Real Estate Affiliates—Equity Method Investments December 31, 2017 (Unaudited) ASSETS Investments in real estate and fixed assets $ 11,512,000 Cash 26,000 Cash - restricted 5,000 Accounts receivable 82,000 Total assets $ 11,625,000 LIABILITIES AND EQUITY Liabilities Notes payable, net of unamortized loan issuance cost of $64,670.92 $ 5,935,000 Accounts payable and accrued liabilities 61,000 Due to related party 87,000 Total liabilities 6,083,000 Equity Member’s equity 6,129,000 Offering costs (574,000) Accumulated earnings 225,000 Distributions to members (238,000) Total equity 5,542,000 Total liabilities and equity $ 11,625,000 Summarized Statements of Operations—Unconsolidated Real Estate Affiliates—Equity Method Investments For the Period from June 1, 2017 through December 31, 2017 Revenue $ 425,000 Expenses (200,000) Net income $ 225,000 |
Investment in Equity Method I33
Investment in Equity Method Investee (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investment in Equity Method Investee [Member] | |
Summarized Financial Information | Summarized Statements of Operations—Unconsolidated Real Estate Affiliates—Equity Method Investments— MVP Denver For the Period from June 1, 2017 through December 15, 2017 Revenue $ 115,000 Expenses (77,000) Net income $ 38,000 Summarized Statements of Operations—Unconsolidated Real Estate Affiliates—Equity Method Investments— MVP Preston For the Period from June 1, 2017 through April 31, 2017 Revenue $ 76,000 Expenses (13,000) Net income $ 63,000 |
Schedule III - Real Estate an34
Schedule III - Real Estate and Accumulated Depreciation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Schedule of Real Estate and Accumulated Depreciation By Property | Initial Cost Gross Carrying Amount at December 31, 2017 Description ST Encumbrance Land Buildings and Improvements Total Cost Capitalized Subsequent to Acquisition Land Building and Improvements Total Accumulated Depreciation (1) Date Acquired Rentable Square Feet West 9th Street OH $ -- $ 5,675,000 $ -- $ 5,675,000 $ -- $ 5,823,000 $ -- $ 5,823,000 $ 2,000 2016 n/a Crown Colony OH -- 3,030,000 -- 3,030,000 -- 3,049,000 -- 3,049,000 1,000 2016 n/a San Jose CA -- 1,073,000 2,503,000 3,576,000 -- 1,073,000 2,752,000 3,825,000 110,000 2016 n/a MCI 1372 Street OH -- 700,000 -- 700,000 -- 700,000 -- 700,000 -- 2016 n/a Cincinnati Race Street OH -- 2,142,000 2,358,000 4,500,000 -- 2,142,000 3,416,000 5,558,000 89,000 2016 n/a St Louis Washington MO -- 3,000,000 -- 3,000,000 -- 3,000,000 -- 3,000,000 -- 2016 n/a St Paul Holiday Garage MN -- 1,673,000 6,527,000 8,200,000 -- 1,673,000 6,723,000 8,396,000 232,000 2016 n/a Louisville Station KY -- 3,050,000 -- 3,050,000 -- 3,107,000 -- 3,107,000 3,000 2016 n/a Whitefront Garage TN -- 3,116,000 8,380,000 11,496,000 -- 3,116,000 8,556,000 11,672,000 273,000 2016 n/a Cleveland Lincoln Garage OH -- 2,195,000 5,122,000 7,317,000 -- 2,195,000 5,211,000 7,406,000 157,000 2016 n/a Houston Preston TX -- 2,800,000 -- 2,800,000 -- 2,820,000 -- 2,820,000 1,000 2016 n/a Houston San Jacinto TX -- 3,200,000 -- 3,200,000 -- 3,250,000 -- 3,250,000 1,000 2016 n/a MVP Detroit Center Garage MI -- 7,000,000 48,000,000 55,000,000 -- 7,000,000 48,306,000 55,306,000 1,179,000 2017 n/a St. Louis Broadway Group MO -- 2,400,000 -- 2,400,000 -- 2,400,000 -- 2,400,000 -- 2017 n/a St. Louis Seventh & Cerre MO -- 3,300,000 -- 3,300,000 -- 3,300,000 -- 3,300,000 -- 2017 n/a MVP Preferred Parking TX -- 15,800,000 4,700,000 20,500,000 -- 15,800,000 4,700,000 20,500,000 60,000 2017 n/a MVP Raider Park Garage TX -- 1,960,000 9,040,000 11,000,000 -- 1,960,000 9,040,000 11,000,000 22,000 2017 n/a MVP PF Ft. Lauderdale 2013 FL -- 3,423,000 -- 3,423,000 -- 3,423,000 -- 3,423,000 -- 2017 n/a MVP PF Memphis Court 2013 TN -- 1,208,000 -- 1,208,000 -- 1,208,000 -- 1,208,000 -- 2017 n/a MVP PF Memphis Poplar 2013 TN -- 3,735,000 -- 3,735,000 -- 3,735,000 -- 3,735,000 3,000 2017 n/a MVP PF Kansas City 2013 MO -- 1,812,000 -- 1,812,000 -- 1,812,000 -- 1,812,000 -- 2017 n/a MVP PF St. Louis 2013 MO -- 5,145,000 -- 5,145,000 -- 5,145,000 -- 5,145,000 5,000 2017 n/a Mabley Place Garage OH -- 1,585,000 19,557,000 21,142,000 -- 1,585,000 19,557,000 21,142,000 24,000 2017 n/a MVP Denver Sherman CO -- 705,000 -- 705,000 -- 705,000 -- 705,000 -- 2017 n/a MVP Fort Worth Taylor TX -- 2,845,000 24,813,000 27,658,000 -- 2,845,000 24,813,000 27,658,000 29,000 2017 n/a MVP Milwaukee Old World WI -- 2,044,000 -- 2,044,000 -- 2,044,000 -- 2,044,000 1,000 2017 n/a MVP St. Louis Convention Plaza MO -- 3,091,000 -- 3,091,000 -- 3,091,000 -- 3,091,000 1,000 2017 n/a MVP Houston Saks Garage TX -- 4,931,000 5,460,000 10,391,000 -- 4,931,000 5,460,000 10,391,000 7,000 2017 n/a MVP St. Louis Lucas MO -- 3,695,000 -- 3,695,000 -- 3,695,000 -- 3,695,000 2,000 2017 n/a MVP Milwaukee Wells WI -- 4,873,000 -- 4,873,000 -- 4,873,000 -- 4,873,000 1,000 2017 n/a MVP Wildwood NJ Lot NJ -- 1,631,000 -- 1,631,000 -- 1,631,000 -- 1,631,000 -- 2017 n/a MVP Indianapolis City Park IN -- 2,055,000 8,758,000 10,813,000 -- 2,055,000 8,758,000 10,813,000 12,000 2017 n/a (Table Continued) MVP KC Cherry Lot MO -- 987,000 -- 987,000 -- 987,000 -- 987,000 500 2017 n/a MVP Indianapolis WA Street Lot IN -- 5,749,000 -- 5,749,000 -- 5,749,000 -- 5,749,000 1,000 2017 n/a MVP Minneapolis Venture MN -- 6,543,000 -- 6,543,000 -- -- -- -- -- 2017 n/a MVP Indianapolis Meridian Lot IN -- 1,601,000 -- 1,601,000 -- 1,601,000 -- 1,601,000 200 2017 n/a MVP Milwaukee Clybourn WI -- 262,000 -- 262,000 -- 262,000 -- 262,000 100 2017 n/a MVP Milwaukee Arena WI -- 4,632,000 -- 4,632,000 -- 4,632,000 -- 4,632,000 -- 2017 n/a MVP Clarksburg Lot WV -- 715,000 -- 715,000 -- 715,000 -- 715,000 200 2017 n/a MVP Denver Sherman 1935 CO -- 2,534,000 -- 2,534,000 -- 2,534,000 -- 2,534,000 -- 2017 n/a MVP Bridgeport Fairfield Garage CT -- 498,000 7,758,000 8,256,000 -- 498,000 7,758,000 8,256,000 10,000 2017 n/a Minneapolis City Parking MN -- 9,838,000 -- 9,838,000 -- 9,838,000 -- 9,838,000 4,000 2017 n/a $ -- $ 138,251,000 $ 152,976,000 $ 291,227,000 $ -- $ 132,002,000 $ 155,050,000 (2) $ 287,052,000 $ 2,231,000 |
Historical Cost Of Total Real Estate Held For Investment | 2017 2016 Total real estate held for investment, inception (prior) $ 53,743,000 $ -- Additions during period: 2,370,000 -- Acquisitions 230,939,000 53,743,000 Total real estate held for investment, end of year $ 287,052,000 $ 53,743,000 |
Schedule of Accumulated Depreciation | 2017 2016 Accumulated depreciation, inception (prior) $ 195,000 $ — Additions during period: — — Depreciation of real estate 2,036,000 195,000 Accumulated depreciation, end of year $ 2,231,000 $ 195,000 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details) - Revenue Concentration | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Concentration, Percentage | 54.80% | ||
Base Parking Rent By Tenant [Member] | SP + [Member] | |||
Concentration, Percentage | 54.80% | 43.20% | |
Base Parking Rent By Tenant [Member] | iPark Services [Member] | |||
Concentration, Percentage | 12.90% | 1.60% | |
Base Parking Rent By Tenant [Member] | Premier Parking [Member] | |||
Concentration, Percentage | 7.70% | 14.70% | |
Base Parking Rent By Tenant [Member] | Interstate Parking [Member] | |||
Concentration, Percentage | 6.20% | 17.20% | |
Base Parking Rent By Tenant [Member] | Miller Parking [Member] | |||
Concentration, Percentage | [1] | 4.50% | |
Base Parking Rent By Tenant [Member] | Lanier Parking Solutions [Member] | |||
Concentration, Percentage | 4.10% | ||
Base Parking Rent By Tenant [Member] | St. Louis Parking [Member] | |||
Concentration, Percentage | 4.10% | ||
Base Parking Rent By Tenant [Member] | Riverside Parking [Member] | |||
Concentration, Percentage | 2.20% | 5.90% | |
Base Parking Rent By Tenant [Member] | ABM [Member] | |||
Concentration, Percentage | [2] | 2.10% | 7.40% |
Base Parking Rent By Tenant [Member] | ISOM Mgmt. [Member] | |||
Concentration, Percentage | 1.00% | ||
Base Parking Rent By Tenant [Member] | Denison [Member] | |||
Concentration, Percentage | 0.20% | ||
Base Parking Rent By Tenant [Member] | PCAM, LLC [Member] | |||
Concentration, Percentage | 0.10% | ||
Base Parking Rent By Tenant [Member] | BEST PARK [Member] | |||
Concentration, Percentage | 0.10% | ||
Base Parking Rent By Tenant [Member] | Denver School [Member] | |||
Concentration, Percentage | 0.10% | ||
Base Parking Rent By Tenant [Member] | Secure [Member] | |||
Concentration, Percentage | 0.10% | ||
Base Parking Rent By Tenant [Member] | Total [Member] | |||
Concentration, Percentage | 100.00% | 100.00% | |
City Concentration for Parking Base Rent [Member] | Total [Member] | |||
Concentration, Percentage | 100.00% | 100.00% | |
City Concentration for Parking Base Rent [Member] | Detroit [Member] | |||
Concentration, Percentage | 39.40% | ||
City Concentration for Parking Base Rent [Member] | Houston [Member] | |||
Concentration, Percentage | 12.90% | 1.60% | |
City Concentration for Parking Base Rent [Member] | Cleveland [Member] | |||
Concentration, Percentage | 11.80% | 34.30% | |
City Concentration for Parking Base Rent [Member] | Nashville [Member] | |||
Concentration, Percentage | 7.70% | 14.70% | |
City Concentration for Parking Base Rent [Member] | St Paul [Member] | |||
Concentration, Percentage | 6.20% | 17.20% | |
City Concentration for Parking Base Rent [Member] | St Louis [Member] | |||
Concentration, Percentage | 5.90% | 6.80% | |
City Concentration for Parking Base Rent [Member] | San Jose [Member] | |||
Concentration, Percentage | 5.30% | 8.20% | |
City Concentration for Parking Base Rent [Member] | Cincinnati [Member] | |||
Concentration, Percentage | 4.43% | 9.20% | |
City Concentration for Parking Base Rent [Member] | Louisville [Member] | |||
Concentration, Percentage | 2.20% | 5.90% | |
City Concentration for Parking Base Rent [Member] | Lubbock [Member] | |||
Concentration, Percentage | 1.00% | ||
City Concentration for Parking Base Rent [Member] | Fort Worth [Member] | |||
Concentration, Percentage | 0.70% | ||
City Concentration for Parking Base Rent [Member] | Canton [Member] | |||
Concentration, Percentage | 0.50% | 2.10% | |
City Concentration for Parking Base Rent [Member] | Indianapolis [Member] | |||
Concentration, Percentage | 0.50% | ||
City Concentration for Parking Base Rent [Member] | Minneapolis [Member] | |||
Concentration, Percentage | 0.40% | ||
City Concentration for Parking Base Rent [Member] | Milwaukee [Member] | |||
Concentration, Percentage | 0.30% | ||
City Concentration for Parking Base Rent [Member] | St. Louis (2) [Member] | |||
Concentration, Percentage | 0.30% | ||
City Concentration for Parking Base Rent [Member] | Bridgeport [Member] | |||
Concentration, Percentage | 0.20% | ||
City Concentration for Parking Base Rent [Member] | Memphis [Member] | |||
Concentration, Percentage | 0.10% | ||
City Concentration for Parking Base Rent [Member] | Kansas City [Member] | |||
Concentration, Percentage | 0.10% | ||
City Concentration for Parking Base Rent [Member] | Denver [Member] | |||
Concentration, Percentage | 0.10% | ||
City Concentration for Parking Base Rent [Member] | Ft. Lauderdale [Member] | |||
Concentration, Percentage | 0.10% | ||
City Concentration for Parking Base Rent [Member] | Wildwood [Member] | |||
Concentration, Percentage | 0.10% | ||
City Concentration for Parking Base Rent [Member] | Clarksburg [Member] | |||
Concentration, Percentage | 0.10% | ||
Real Estate Concentration by City Based on the Company's Investment [Member] | Total [Member] | |||
Concentration, Percentage | 100.00% | 100.00% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Detroit [Member] | |||
Concentration, Percentage | 18.80% | ||
Real Estate Concentration by City Based on the Company's Investment [Member] | Houston [Member] | |||
Concentration, Percentage | 12.70% | 10.50% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Cleveland [Member] | |||
Concentration, Percentage | 5.60% | 22.20% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Nashville [Member] | |||
Concentration, Percentage | 4.00% | 17.40% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | St Paul [Member] | |||
Concentration, Percentage | 2.90% | 1.50% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | St Louis [Member] | |||
Concentration, Percentage | 7.00% | 5.70% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | San Jose [Member] | |||
Concentration, Percentage | 1.30% | 6.80% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Cincinnati [Member] | |||
Concentration, Percentage | 9.10% | 8.50% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Louisville [Member] | |||
Concentration, Percentage | 1.10% | 5.80% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Lubbock [Member] | |||
Concentration, Percentage | 3.70% | ||
Real Estate Concentration by City Based on the Company's Investment [Member] | Fort Worth [Member] | |||
Concentration, Percentage | 9.40% | ||
Real Estate Concentration by City Based on the Company's Investment [Member] | Canton [Member] | |||
Concentration, Percentage | 0.20% | 1.30% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Indianapolis [Member] | |||
Concentration, Percentage | 6.20% | ||
Real Estate Concentration by City Based on the Company's Investment [Member] | Minneapolis [Member] | |||
Concentration, Percentage | 5.60% | 3.80% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Milwaukee [Member] | |||
Concentration, Percentage | 4.00% | ||
Real Estate Concentration by City Based on the Company's Investment [Member] | Bridgeport [Member] | |||
Concentration, Percentage | 2.80% | 15.40% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Memphis [Member] | |||
Concentration, Percentage | 1.70% | ||
Real Estate Concentration by City Based on the Company's Investment [Member] | Kansas City [Member] | |||
Concentration, Percentage | 0.90% | ||
Real Estate Concentration by City Based on the Company's Investment [Member] | Denver [Member] | |||
Concentration, Percentage | 1.10% | 1.10% | |
Real Estate Concentration by City Based on the Company's Investment [Member] | Ft. Lauderdale [Member] | |||
Concentration, Percentage | 1.20% | ||
Real Estate Concentration by City Based on the Company's Investment [Member] | Wildwood [Member] | |||
Concentration, Percentage | 0.50% | ||
Real Estate Concentration by City Based on the Company's Investment [Member] | Clarksburg [Member] | |||
Concentration, Percentage | 0.20% | ||
[1] | 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. | ||
[2] | Through February 28, 2017, MVP San Jose 88 Garage, LLC was subject to a parking management agreement with ABM and received revenue of $110,000. Starting on March 1, 2017, this property was leased to Lanier Parking Solutions. |
Investments in Real Estate (Det
Investments in Real Estate (Detail) - Schedule of Real Estate Properties | 12 Months Ended | |
Dec. 31, 2017USD ($)aft² | Dec. 31, 2016USD ($) | |
MVP Cleveland West 9th [Member] | ||
Location | Cleveland, OH | Cleveland, OH |
Date Acquired | May 11, 2016 | May 11, 2016 |
Property Type | Lot | |
# Spaces | 260 | |
Property Size (Acres) | a | 2 | |
Investment Amount | $ 5,823,000 | $ 5,675,000 |
Ownership % | 51.00% | |
Parking Tenant | SP + | SP + |
Lease Commencement Date | May 11, 2016 | |
33740 Crown Colony [Member] | ||
Location | Cleveland, OH | Cleveland, OH |
Date Acquired | May 17, 2016 | May 17, 2016 |
Property Type | Lot | |
# Spaces | 82 | |
Property Size (Acres) | a | 0.54 | |
Investment Amount | $ 3,049,000 | $ 3,030,000 |
Ownership % | 51.00% | |
Parking Tenant | SP + | SP + |
Lease Commencement Date | May 17, 2016 | |
MVP San Jose 88 Garage [Member] | ||
Location | San Jose, CA | San Jose, CA |
Date Acquired | Jun. 15, 2016 | Jun. 15, 2016 |
Property Type | Garage | |
# Spaces | 328 | |
Property Size (Acres) | a | 1.33 | |
Investment Amount | $ 3,825,000 | $ 3,576,000 |
Ownership % | 100.00% | |
Parking Tenant | Lanier | ABM |
Lease Commencement Date | Jun. 15, 2016 | |
MCI 1372 Street [Member] | ||
Location | Canton, OH | Canton, OH |
Date Acquired | Jul. 8, 2016 | Jul. 8, 2016 |
Property Type | Lot | |
# Spaces | 66 | |
Property Size (Acres) | a | 0.44 | |
Investment Amount | $ 700,000 | $ 700,000 |
Ownership % | 100.00% | |
Parking Tenant | ABM | ABM |
Lease Commencement Date | Jul. 8, 2016 | |
MVP Cincinnati Race Street Garage [Member] | ||
Location | Cincinnati, OH | Cincinnati, OH |
Date Acquired | Jul. 8, 2016 | Jul. 8, 2016 |
Property Type | Garage | |
# Spaces | 350 | |
Property Size (Acres) | a | 0.63 | |
Investment Amount | $ 5,558,000 | $ 4,500,000 |
Ownership % | 100.00% | |
Parking Tenant | SP + | SP + |
Lease Commencement Date | Sep. 1, 2016 | |
MVP St. Louis Washington [Member] | ||
Location | St Louis, MO | St Louis, MO |
Date Acquired | Jul. 18, 2016 | Jul. 18, 2016 |
Property Type | Lot | |
# Spaces | 63 | |
Property Size (Acres) | a | 0.39 | |
Investment Amount | $ 3,000,000 | $ 3,000,000 |
Ownership % | 100.00% | |
Parking Tenant | SP + | SP + |
Lease Commencement Date | Jul. 21, 2016 | |
MVP St. Paul Holiday Garage [Member] | ||
Location | St Paul, MN | St Paul, MN |
Date Acquired | Aug. 12, 2016 | Aug. 12, 2016 |
Property Type | Garage | |
# Spaces | 285 | |
Property Size (Acres) | a | 0.85 | |
Investment Amount | $ 8,396,000 | $ 8,200,000 |
Ownership % | 100.00% | |
Parking Tenant | Interstate Parking | Interstate Parking |
Lease Commencement Date | Aug. 12, 2016 | |
MVP Louisville Station Broadway [Member] | ||
Location | Louisville, KY | Louisville, KY |
Date Acquired | Aug. 23, 2016 | Aug. 23, 2016 |
Property Type | Lot | |
# Spaces | 165 | |
Property Size (Acres) | a | 1.25 | |
Investment Amount | $ 3,107,000 | $ 3,050,000 |
Ownership % | 100.00% | |
Parking Tenant | Riverside Parking | Riverside Parking |
Lease Commencement Date | Aug. 23, 2016 | |
White Front Garage Partners [Member] | ||
Location | Nashville, TN | Nashville, TN |
Date Acquired | Sep. 30, 2016 | Sep. 30, 2016 |
Property Type | Garage | |
# Spaces | 155 | |
Property Size (Acres) | a | 0.26 | |
Investment Amount | $ 11,673,000 | $ 11,495,000 |
Ownership % | 80.00% | |
Parking Tenant | Premier Parking | Premier Parking |
Lease Commencement Date | Oct. 1, 2016 | |
Cleveland Lincoln Garage Owners [Member] | ||
Location | Cleveland, OH | Cleveland, OH |
Date Acquired | Oct. 19, 2016 | Oct. 19, 2016 |
Property Type | Garage | |
# Spaces | 536 | |
Property Size (Acres) | a | 1.14 | |
Investment Amount | $ 7,406,000 | $ 7,317,000 |
Ownership % | 100.00% | |
Parking Tenant | SP + | SP + |
Lease Commencement Date | Oct. 25, 2016 | |
MVP Houston Preston Lot [Member] | ||
Location | Houston, TX | |
Date Acquired | Nov. 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 | Houston, TX |
Date Acquired | Nov. 22, 2016 | Nov. 22, 2016 |
Property Type | Lot | |
# Spaces | 85 | |
Property Size (Acres) | a | 0.65 | |
Retail Sq. Ft | ft² | 240 | |
Investment Amount | $ 3,250,000 | $ 3,200,000 |
Ownership % | 100.00% | |
Parking Tenant | iPark Services | iPark Services |
Lease Commencement Date | Dec. 1, 2016 | |
MVP Detroit Center Garage [Member] | ||
Location | Detroit, MI | |
Date Acquired | Feb. 1, 2017 | |
Property Type | Garage | |
# Spaces | 1,275 | |
Property Size (Acres) | a | 1.28 | |
Investment Amount | $ 55,306,000 | |
Parking Tenant | SP + | |
St. Louis Broadway [Member] | ||
Location | St Louis, MO | |
Date Acquired | May 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 | May 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 | Aug. 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 | Nov. 21, 2017 | |
Property Type | Garage | |
# Spaces | 1,495 | |
Property Size (Acres) | a | 2.15 | |
Investment Amount | $ 11,000,000 | |
Parking Tenant | ISOM Management | |
MVP PF Ft. Lauderdale [Member] | ||
Location | Ft. Lauderdale, FL | |
Date Acquired | Dec. 15, 2017 | |
Property Type | Lot | |
# Spaces | 66 | |
Property Size (Acres) | a | 0.75 | |
Investment Amount | $ 3,423,000 | |
Parking Tenant | SP + | |
MVP PF Kansas City [Member] | ||
Location | Kansas City, MO | |
Date Acquired | Dec. 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 | Dec. 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 | Dec. 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 | Dec. 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 | Dec. 15, 2017 | |
Property Type | Garage | |
# Spaces | 775 | |
Property Size (Acres) | a | 0.9 | |
Investment Amount | $ 21,142,000 | |
Parking Tenant | SP + | |
MVP Denver Sherman [Member] | ||
Location | Denver, CO | |
Date Acquired | Dec. 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 | Dec. 15, 2017 | |
Property Type | Garage | |
# Spaces | 1,013 | |
Property Size (Acres) | a | 1.18 | |
Investment Amount | $ 27,658,000 | |
Parking Tenant | SP + | |
MVP Milwaukee Old World [Member] | ||
Location | Milwaukee, WI | |
Date Acquired | Dec. 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 | Dec. 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 | Dec. 15, 2017 | |
Property Type | Garage | |
# Spaces | 265 | |
Property Size (Acres) | a | 0.36 | |
Investment Amount | $ 10,391,000 | |
Parking Tenant | iPark Services | |
MVP St. Louis Lucas [Member] | ||
Location | St. Louis, MO | |
Date Acquired | Dec. 15, 2017 | |
Property Type | Lot | |
# Spaces | 217 | |
Property Size (Acres) | a | 1.07 | |
Investment Amount | $ 3,695,000 | |
Parking Tenant | SP + | |
MVP Milwaukee Wells [Member] | ||
Location | Milwaukee, WI | |
Date Acquired | Dec. 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 | Dec. 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 | Dec. 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 | Dec. 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 | Dec. 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 | Dec. 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 | Dec. 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 | Dec. 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 | Dec. 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 | Dec. 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 | Dec. 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 | Dec. 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 | Dec. 15, 2017 | |
Property Type | Garage | |
# Spaces | 878 | |
Property Size (Acres) | a | 1.01 | |
Investment Amount | $ 8,256,000 | |
Parking Tenant | SP + | |
Construction in progress [Member] | ||
Investment Amount | $ 750,000 | |
Total [Member] | ||
Investment Amount | $ 287,802,000 | |
MVP Houston Jefferson Lot [Member] | ||
Location | Houston, TX | |
Date Acquired | Nov. 22, 2016 | |
Investment Amount | $ 700,000 | |
Ownership % | 100.00% | |
Parking Tenant | iPark Services | |
Lease Commencement Date | Dec. 1, 2016 |
Acquisitions (Detail) - Schedul
Acquisitions (Detail) - Schedule Of Business Acquisitions | 12 Months Ended | |
Dec. 31, 2017USD ($)aft² | Dec. 31, 2016USD ($)aft² | |
MVP Detroit Center Garage [Member] | ||
Location | Detroit, MI | |
Date Acquired | Jan. 10, 2017 | |
Property Type | Garage | |
# Spaces | 1,275 | |
Size / Acreage | a | 1.28 | |
Property Purchase Price | $ | $ 55,000,000 | |
St Louis Broadway [Member] | ||
Location | St Louis, MO | |
Date Acquired | Feb. 1, 2017 | |
Property Type | Lot | |
# Spaces | 161 | |
Size / Acreage | a | 0.96 | |
Property Purchase Price | $ | $ 2,400,000 | |
St Louis Seventh & Cerre [Member] | ||
Location | St Louis, MO | |
Date Acquired | Feb. 1, 2017 | |
Property Type | Lot | |
# Spaces | 174 | |
Size / Acreage | a | 1.06 | |
Property Purchase Price | $ | $ 3,300,000 | |
MVP Preferred Parking [Member] | ||
Location | Houston, TX | |
Date Acquired | Jun. 29, 2017 | |
Property Type | Garage & Lot | |
# Spaces | 521 | |
Size / Acreage | a | 0.75 | |
Retail Sq. Ft. | ft² | 784 | |
Property Purchase Price | $ | $ 20,500,000 | |
MVP Raider Park Garage [Member] | ||
Location | Lubbock, TX | |
Date Acquired | Nov. 21, 2017 | |
Property Type | Garage | |
# Spaces | 1,495 | |
Size / Acreage | a | 2.15 | |
Property Purchase Price | $ | $ 11,000,000 | |
MVP PF Ft. Lauderdale 2013 [Member] | ||
Location | Ft. Lauderdale, FL | |
Property Type | Lot | |
# Spaces | 66 | |
Size / Acreage | a | 0.75 | |
Retail Sq. Ft. | ft² | 4,017 | |
Purchase Price Allocation in merger | $ | $ 3,423,000 | |
Kansas City 2013 [Member] | ||
Location | Kansas City, MO | |
Property Type | Lot | |
# Spaces | 164 | |
Size / Acreage | a | 1.18 | |
Purchase Price Allocation in merger | $ | $ 1,812,000 | |
Memphis Poplar 2013 [Member] | ||
Location | Memphis, TN | |
Property Type | Lot | |
# Spaces | 125 | |
Size / Acreage | a | 0.86 | |
Purchase Price Allocation in merger | $ | $ 3,735,000 | |
Memphis Court 2013 [Member] | ||
Location | Memphis, TN | |
Property Type | Lot | |
# Spaces | 37 | |
Size / Acreage | a | 0.41 | |
Purchase Price Allocation in merger | $ | $ 1,208,000 | |
MVP PF St. Louis 2013 [Member] | ||
Location | St Louis, MO | |
Property Type | Lot | |
# Spaces | 179 | |
Size / Acreage | a | 1.22 | |
Purchase Price Allocation in merger | $ | $ 5,145,000 | |
Mabley Place Garage [Member] | ||
Location | Cincinnati, OH | |
Property Type | Garage | |
# Spaces | 775 | |
Size / Acreage | a | 0.9 | |
Purchase Price Allocation in merger | $ | $ 21,142,000 | |
MVP Denver Sherman [Member] | ||
Location | Denver, CO | |
Property Type | Lot | |
# Spaces | 28 | |
Size / Acreage | a | 0.14 | |
Purchase Price Allocation in merger | $ | $ 705,000 | |
MVP Fort Worth Taylor [Member] | ||
Location | Fort Worth, TX | |
Property Type | Garage | |
# Spaces | 1,013 | |
Size / Acreage | a | 1.18 | |
Retail Sq. Ft. | ft² | 11,828 | |
Purchase Price Allocation in merger | $ | $ 27,658,000 | |
MVP Milwaukee Old World [Member] | ||
Location | Milwaukee, WI | |
Property Type | Lot | |
# Spaces | 54 | |
Size / Acreage | a | 0.26 | |
Purchase Price Allocation in merger | $ | $ 2,044,000 | |
MVP St. Louis Convention Plaza [Member] | ||
Location | St. Louis, MO | |
Property Type | Lot | |
# Spaces | 221 | |
Size / Acreage | a | 1.26 | |
Purchase Price Allocation in merger | $ | $ 3,091,000 | |
MVP Houston Saks Garage [Member] | ||
Location | Houston, TX | |
Property Type | Garage | |
# Spaces | 265 | |
Size / Acreage | a | 0.36 | |
Retail Sq. Ft. | ft² | 5,000 | |
Purchase Price Allocation in merger | $ | $ 10,391,000 | |
MVP St. Louis Lucas [Member] | ||
Location | St. Louis, MO | |
Property Type | Lot | |
# Spaces | 202 | |
Size / Acreage | a | 1.07 | |
Purchase Price Allocation in merger | $ | $ 3,695,000 | |
MVP Milwaukee Wells [Member] | ||
Location | Milwaukee, WI | |
Property Type | Lot | |
# Spaces | 100 | |
Size / Acreage | a | 0.95 | |
Purchase Price Allocation in merger | $ | $ 4,873,000 | |
MVP Wildwood NJ Lot 1 [Member] | ||
Location | Wildwood, NJ | |
Property Type | Lot | |
# Spaces | 29 | |
Size / Acreage | a | 0.26 | |
Purchase Price Allocation in merger | $ | $ 745,000 | |
MVP Wildwood NJ Lot 2 [Member] | ||
Location | Wildwood, NJ | |
Property Type | Lot | |
# Spaces | 45 | |
Size / Acreage | a | 0.31 | |
Purchase Price Allocation in merger | $ | $ 886,000 | |
MVP Indianapolis City Park [Member] | ||
Location | Indianapolis, IN | |
Property Type | Garage | |
# Spaces | 370 | |
Size / Acreage | a | 0.47 | |
Purchase Price Allocation in merger | $ | $ 10,813,000 | |
MVP KC Cherry Lot [Member] | ||
Location | Kansas City, MO | |
Property Type | Lot | |
# Spaces | 84 | |
Size / Acreage | a | 0.6 | |
Purchase Price Allocation in merger | $ | $ 987,000 | |
MVP Indianapolis WA Street [Member] | ||
Location | Indianapolis, IN | |
Property Type | Lot | |
# Spaces | 141 | |
Size / Acreage | a | 1.07 | |
Purchase Price Allocation in merger | $ | $ 5,749,000 | |
Minneapolis City Parking [Member] | ||
Location | Minneapolis, MN | |
Property Type | Lot | |
# Spaces | 270 | |
Size / Acreage | a | 1.98 | |
Purchase Price Allocation in merger | $ | $ 9,838,000 | |
Minneapolis Venture [Member] | ||
Location | Minneapolis, MN | |
Property Type | For Sale Lot | |
# Spaces | 185 | |
Size / Acreage | a | 2.48 | |
Purchase Price Allocation in merger | $ | $ 6,543,000 | |
MVP Indianapolis Meridian [Member] | ||
Location | Indianapolis, IN | |
Property Type | Lot | |
# Spaces | 36 | |
Size / Acreage | a | 0.24 | |
Purchase Price Allocation in merger | $ | $ 1,601,000 | |
MVP Milwaukee Clybourn [Member] | ||
Location | Milwaukee, WI | |
Property Type | Lot | |
# Spaces | 15 | |
Size / Acreage | a | 0.06 | |
Purchase Price Allocation in merger | $ | $ 262,000 | |
MVP Milwaukee Arena Lot [Member] | ||
Location | Milwaukee, WI | |
Property Type | Lot | |
# Spaces | 75 | |
Size / Acreage | a | 1.11 | |
Purchase Price Allocation in merger | $ | $ 4,632,000 | |
MVP Clarksburg Lot [Member] | ||
Location | Clarksburg, WV | |
Property Type | Lot | |
# Spaces | 94 | |
Size / Acreage | a | 0.81 | |
Purchase Price Allocation in merger | $ | $ 715,000 | |
MVP Denver Sherman 1935 [Member] | ||
Location | Denver, CO | |
Property Type | Lot | |
# Spaces | 72 | |
Size / Acreage | a | 0.43 | |
Purchase Price Allocation in merger | $ | $ 2,534,000 | |
MVP Bridgeport Fairfield [Member] | ||
Location | Bridgeport, CT | |
Property Type | Garage | |
# Spaces | 878 | |
Size / Acreage | a | 1.01 | |
Retail Sq. Ft. | ft² | 4,349 | |
Purchase Price Allocation in merger | $ | $ 8,256,000 | |
MVP Cleveland West 9th [Member] | ||
Location | Cleveland, OH | |
Date Acquired | May 11, 2016 | |
Property Type | Lot | |
# Spaces | 254 | |
Size / Acreage | a | 2.16 | |
Property Purchase Price | $ | $ 5,675,000 | |
33740 Crown Colony [Member] | ||
Location | Cleveland, OH | |
Date Acquired | May 17, 2016 | |
Property Type | Lot | |
# Spaces | 82 | |
Size / Acreage | a | 0.54 | |
Property Purchase Price | $ | $ 3,030,000 | |
MVP San Jose 88 Garage [Member] | ||
Location | San Jose, CA | |
Date Acquired | Jun. 15, 2016 | |
Property Type | Garage | |
# Spaces | 328 | |
Size / Acreage | a | 1.33 | |
Property Purchase Price | $ | $ 3,576,000 | |
MCI 1372 Street [Member] | ||
Location | Canton, OH | |
Date Acquired | Jul. 8, 2016 | |
Property Type | Lot | |
# Spaces | 68 | |
Size / Acreage | a | 0.44 | |
Property Purchase Price | $ | $ 700,000 | |
MVP Cincinnati Race Street Garage [Member] | ||
Location | Cincinnati, OH | |
Date Acquired | Jul. 8, 2016 | |
Property Type | Garage | |
# Spaces | 350 | |
Size / Acreage | a | 0.63 | |
Property Purchase Price | $ | $ 4,500,000 | |
MVP St. Louis Washington [Member] | ||
Location | St Louis, MO | |
Date Acquired | Jul. 18, 2016 | |
Property Type | Lot | |
# Spaces | 63 | |
Size / Acreage | a | 0.39 | |
Property Purchase Price | $ | $ 3,000,000 | |
MVP St. Paul Holiday Garage [Member] | ||
Location | St Paul, MN | |
Date Acquired | Aug. 12, 2016 | |
Property Type | Garage | |
# Spaces | 285 | |
Size / Acreage | a | 0.85 | |
Property Purchase Price | $ | $ 8,200,000 | |
MVP Louisville Station Broadway [Member] | ||
Location | Louisville, KY | |
Date Acquired | Aug. 23, 2016 | |
Property Type | Lot | |
# Spaces | 165 | |
Size / Acreage | a | 1.25 | |
Property Purchase Price | $ | $ 3,050,000 | |
White Front Garage Partners [Member] | ||
Location | Nashville, TN | |
Date Acquired | Sep. 30, 2016 | |
Property Type | Garage | |
# Spaces | 155 | |
Size / Acreage | a | 0.26 | |
Property Purchase Price | $ | $ 11,495,000 | |
Cleveland Lincoln Garage Owners [Member] | ||
Location | Cleveland, OH | |
Date Acquired | Oct. 19, 2016 | |
Property Type | Garage | |
# Spaces | 536 | |
Size / Acreage | a | 1.2 | |
Retail Sq. Ft. | ft² | 45,272 | |
Property Purchase Price | $ | $ 7,317,000 | |
MVP Houston Jefferson Lot [Member] | ||
Location | Houston, TX | |
Date Acquired | Nov. 22, 2016 | |
Property Type | Lot | |
# Spaces | 76 | |
Size / Acreage | a | 0.52 | |
Property Purchase Price | $ | $ 700,000 | |
MVP Houston San Jacinto Lot [Member] | ||
Location | Houston, TX | |
Date Acquired | Nov. 22, 2016 | |
Property Type | Lot | |
# Spaces | 85 | |
Size / Acreage | a | 0.65 | |
Retail Sq. Ft. | ft² | 240 | |
Property Purchase Price | $ | $ 3,200,000 |
Acquisitions (Detail) - Assets
Acquisitions (Detail) - Assets Acquired And Liabilities Assumed - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
MVP Detroit Center Garage [Member] | ||
Assets | ||
Land and improvements | $ 7,000,000 | |
Building and improvements | 48,000,000 | |
Total assets acquired | 55,000,000 | |
St Louis Broadway [Member] | ||
Assets | ||
Land and improvements | 2,400,000 | |
Building and improvements | ||
Total assets acquired | 2,400,000 | |
St Louis Seventh & Cerre, LLC [Member] | ||
Assets | ||
Land and improvements | 3,300,000 | |
Building and improvements | ||
Total assets acquired | 3,300,000 | |
MVP Preferred Parking, LLC [Member] | ||
Assets | ||
Land and improvements | 15,800,000 | |
Building and improvements | 4,700,000 | |
Total assets acquired | 20,500,000 | |
MVP Raider Park Garage [Member] | ||
Assets | ||
Land and improvements | 1,960,000 | |
Building and improvements | 9,040,000 | |
Total assets acquired | 11,000,000 | |
MVP PF Ft. Lauderdale [Member] | ||
Assets | ||
Land and improvements | 3,423,000 | |
Building and improvements | ||
Total assets acquired | 3,423,000 | |
MVP PF Memphis Court [Member] | ||
Assets | ||
Land and improvements | 1,208,000 | |
Building and improvements | ||
Total assets acquired | 1,208,000 | |
MVP PF Memphis Poplar [Member] | ||
Assets | ||
Land and improvements | 3,735,000 | |
Building and improvements | ||
Total assets acquired | 3,735,000 | |
MVP PF Kansas City [Member] | ||
Assets | ||
Land and improvements | 1,812,000 | |
Building and improvements | ||
Total assets acquired | 1,812,000 | |
MVP PF St. Louis [Member] | ||
Assets | ||
Land and improvements | 5,145,000 | |
Building and improvements | ||
Total assets acquired | 5,145,000 | |
Mabley Place Garage [Member] | ||
Assets | ||
Land and improvements | 1,585,000 | |
Building and improvements | 19,557,000 | |
Total assets acquired | 21,142,000 | |
MVP Denver Sherman [Member] | ||
Assets | ||
Land and improvements | 705,000 | |
Building and improvements | ||
Total assets acquired | 705,000 | |
MVP Fort Worth Taylor [Member] | ||
Assets | ||
Land and improvements | 2,845,000 | |
Building and improvements | 24,813,000 | |
Total assets acquired | 27,658,000 | |
MVP Milwaukee Old World [Member] | ||
Assets | ||
Land and improvements | 2,044,000 | |
Building and improvements | ||
Total assets acquired | 2,044,000 | |
MVP St. Louis Convention Plaza [Member] | ||
Assets | ||
Land and improvements | 3,091,000 | |
Building and improvements | ||
Total assets acquired | 3,091,000 | |
MVP Houston Saks Garage [Member] | ||
Assets | ||
Land and improvements | 4,931,000 | |
Building and improvements | 5,460,000 | |
Total assets acquired | 10,391,000 | |
MVP St. Louis Lucas [Member] | ||
Assets | ||
Land and improvements | 3,695,000 | |
Building and improvements | ||
Total assets acquired | 3,695,000 | |
MVP Milwaukee Wells [Member] | ||
Assets | ||
Land and improvements | 4,873,000 | |
Building and improvements | ||
Total assets acquired | 4,873,000 | |
MVP Wildwood NJ Lot [Member] | ||
Assets | ||
Land and improvements | 1,631,000 | |
Building and improvements | ||
Total assets acquired | 1,631,000 | |
MVP Indianapolis City Park [Member] | ||
Assets | ||
Land and improvements | 2,055,000 | |
Building and improvements | 8,758,000 | |
Total assets acquired | 10,813,000 | |
MVP KC Cherry Lot [Member] | ||
Assets | ||
Land and improvements | 987,000 | |
Building and improvements | ||
Total assets acquired | 987,000 | |
MVP Indianapolis WA Street [Member] | ||
Assets | ||
Land and improvements | 5,749,000 | |
Building and improvements | ||
Total assets acquired | 5,749,000 | |
Minneapolis Venture [Member] | ||
Assets | ||
Land and improvements | 6,543,000 | |
Building and improvements | ||
Total assets acquired | 6,543,000 | |
MVP Indianapolis Meridian [Member] | ||
Assets | ||
Land and improvements | 1,601,000 | |
Building and improvements | ||
Total assets acquired | 1,601,000 | |
MVP Milwaukee Clybourn [Member] | ||
Assets | ||
Land and improvements | 262,000 | |
Building and improvements | ||
Total assets acquired | 262,000 | |
MVP Milwaukee Arena Lot [Member] | ||
Assets | ||
Land and improvements | 4,632,000 | |
Building and improvements | ||
Total assets acquired | 4,632,000 | |
MVP Clarksburg Lot [Member] | ||
Assets | ||
Land and improvements | 715,000 | |
Building and improvements | ||
Total assets acquired | 715,000 | |
MVP Denver Sherman 1935 [Member] | ||
Assets | ||
Land and improvements | 2,534,000 | |
Building and improvements | ||
Total assets acquired | 2,534,000 | |
MVP Bridgeport Fairfield [Member] | ||
Assets | ||
Land and improvements | 498,000 | |
Building and improvements | 7,758,000 | |
Total assets acquired | 8,256,000 | |
Minneapolis City Parking [Member] | ||
Assets | ||
Land and improvements | 9,838,000 | |
Building and improvements | ||
Total assets acquired | 9,838,000 | |
Total [Member] | ||
Assets | ||
Land and improvements | 106,597,000 | $ 29,554,000 |
Building and improvements | 128,086,000 | 24,889,000 |
Total assets acquired | $ 234,683,000 | 54,443,000 |
MVP Cleveland West 9th [Member] | ||
Assets | ||
Land and improvements | 5,675,000 | |
Building and improvements | ||
Total assets acquired | 5,675,000 | |
33740 Crown Colony [Member] | ||
Assets | ||
Land and improvements | 3,030,000 | |
Building and improvements | ||
Total assets acquired | 3,030,000 | |
MVP San Jose 88 Garage [Member] | ||
Assets | ||
Land and improvements | 1,073,000 | |
Building and improvements | 2,503,000 | |
Total assets acquired | 3,576,000 | |
MCI 1372 Street [Member] | ||
Assets | ||
Land and improvements | 700,000 | |
Building and improvements | ||
Total assets acquired | 700,000 | |
MVP Cincinnati Race Street Garage [Member] | ||
Assets | ||
Land and improvements | 2,142,000 | |
Building and improvements | 2,358,000 | |
Total assets acquired | 4,500,000 | |
MVP St. Louis Washington [Member] | ||
Assets | ||
Land and improvements | 3,000,000 | |
Building and improvements | ||
Total assets acquired | 3,000,000 | |
MVP St. Paul Holiday Garage [Member] | ||
Assets | ||
Land and improvements | 1,673,000 | |
Building and improvements | 6,527,000 | |
Total assets acquired | 8,200,000 | |
MVP Louisville Station Broadway [Member] | ||
Assets | ||
Land and improvements | 3,050,000 | |
Building and improvements | ||
Total assets acquired | 3,050,000 | |
White Front Garage Partners [Member] | ||
Assets | ||
Land and improvements | 3,116,000 | |
Building and improvements | 8,379,000 | |
Total assets acquired | 11,495,000 | |
Cleveland Lincoln Garage Owners [Member] | ||
Assets | ||
Land and improvements | 2,195,000 | |
Building and improvements | 5,122,000 | |
Total assets acquired | 7,317,000 | |
MVP Houston Jefferson Lot [Member] | ||
Assets | ||
Land and improvements | 700,000 | |
Building and improvements | ||
Total assets acquired | 700,000 | |
MVP Houston San Jacinto Lot [Member] | ||
Assets | ||
Land and improvements | 3,200,000 | |
Building and improvements | ||
Total assets acquired | $ 3,200,000 |
Acquisitions (Detail) - Results
Acquisitions (Detail) - Results of Operation of Acquired Properties - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Total Revenues | $ 10,385,000 | $ 1,602,000 |
Net Income | (10,291,000) | $ (4,152,000) |
2017 Acquisitions [Member] | ||
Total Revenues | 6,407,000 | |
Net Income | $ 1,525,000 |
Acquisitions (Detail) - Shares
Acquisitions (Detail) - Shares Transfers As Result of the Merger | 12 Months Ended |
Dec. 31, 2017shares | |
Balance Common Shares | 2,301,828 |
Balance Common Shares | 6,532,009 |
MVP I [Member] | |
Balance Common Shares | 2,451,237 |
Company common shares issued to MVP I stockholders on date of merger | 3,887,513 |
Balance Common Shares | 6,338,750 |
Acquisitions (Detail) - Aggrega
Acquisitions (Detail) - Aggregate Purchase Price Consideration Allocated To Assets And Liabilities | Dec. 15, 2017USD ($) |
Assets | |
Investment in properties | $ 155,626,891 |
Cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses, construction in progress and deferred rental assets | 4,433,296 |
Notes payable | (64,299,290) |
Accounts payable, accrued expenses, deferred revenue, security deposits, liabilities related to assets held for sale and due to related parties | (3,464,860) |
Aggregate merger consideration | $ 92,296,038 |
Acquisitions (Detail) - Pro For
Acquisitions (Detail) - Pro Forma Consolidated Results Of Operations 2017 - First Set [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues from continuing operations | $ 20,134,000 | $ 16,185,000 |
Net income (loss) from continuing operations | $ (2,561,000) | $ 8,596,000 |
Net income (loss) from continuing operations per share - basic | $ (0.95) | $ 7.8 |
Net income (loss) from continuing operations per share - diluted | $ (0.95) | $ 7.8 |
Acquisitions (Detail) - Pro F43
Acquisitions (Detail) - Pro Forma Consolidated Results Of Operations 2016 - Second Set [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues from continuing operations | $ 4,081,000 | $ 1,695,000 |
Net income (loss) from continuing operations | $ (2,081,000) | $ (1,273,000) |
Net income (loss) from continuing operations per share - basic | $ (1.89) | $ (152.11) |
Net income (loss) from continuing operations per share - diluted | $ (1.89) | $ (152.11) |
Notes Payable (Detail) - Schedu
Notes Payable (Detail) - Schedule of Debt - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Less unamortized loan issuance costs [Member] | ||
Current Loan Balance | $ (1,900,000) | $ (75,000) |
Total [Member] | ||
Current Loan Balance | 123,770,000 | 5,318,000 |
Cleveland West 9th [Member] | ||
Monthly Payment (approx.) | $ 30,000 | |
Lender | American National Insurance Co. | |
Term | 10 years | |
Loan Maturity | Nov. 1, 2026 | |
MVP Detroit Center Garage [Member] | ||
Original Debt Amount | $ 31,500,000 | |
Monthly Payment (approx.) | 194,000 | |
Current Loan Balance | $ 30,970,000 | |
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 | |
Current Loan Balance | $ 1,380,000 | |
Lender | KeyBank | |
Term | 10 years | |
Interest Rate | 4.90% | |
Loan Maturity | May 1, 2027 | |
MVP St. Paul Holiday Garage [Member] | ||
Original Debt Amount | $ 4,132,000 | |
Current Loan Balance | $ 4,132,000 | |
Lender | KeyBank | |
Term | 10 years | |
Interest Rate | 4.90% | |
Loan Maturity | May 1, 2027 | |
Cleveland Lincoln Garage Owners [Member] | ||
Original Debt Amount | $ 3,999,000 | |
Current Loan Balance | $ 3,999,000 | |
Lender | KeyBank | |
Term | 10 years | |
Interest Rate | 4.90% | |
Loan Maturity | May 1, 2027 | |
Louisville Broadway Station, LLC [Member] | ||
Original Debt Amount | $ 1,682,000 | |
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 Partners [Member] | ||
Original Debt Amount | $ 6,454,000 | |
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 | |
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 | |
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 | |
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, LLC [Member] | ||
Original Debt Amount | $ 2,058,000 | |
Current Loan Balance | $ 2,058,000 | |
Lender | Cantor Commercial Real Estate | |
Term | 10 years | |
Interest Rate | 5.03% | |
Loan Maturity | May 6, 2027 | |
MVP Preferred Parking, LLC [Member] | ||
Original Debt Amount | $ 11,330,000 | |
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 | $ 3,935,000 | |
Lender | KeyBank | |
Term | 5 years | |
Interest Rate | 4.94% | |
Loan Maturity | Feb. 1, 2019 | |
Mabley Place Garage [Member] | ||
Original Debt Amount | $ 9,000,000 | |
Monthly Payment (approx.) | 44,000 | |
Current Loan Balance | $ 8,530,000 | |
Lender | Barclays | |
Term | 10 years | |
Interest Rate | 4.25% | |
Loan Maturity | Dec. 6, 2024 | |
MVP Denver Sherman [Member] | ||
Original Debt Amount | $ 286,000 | |
Current Loan Balance | $ 286,000 | |
Lender | KeyBank | |
Term | 10 years | |
Interest Rate | 4.90% | |
Loan Maturity | May 1, 2027 | |
MVP Fort Worth Taylor [Member] | ||
Original Debt Amount | $ 13,150,000 | |
Monthly Payment (approx.) | 73,000 | |
Current Loan Balance | $ 12,834,000 | |
Lender | American National Insurance, of NY | |
Term | 10 years | |
Interest Rate | 4.50% | |
Loan Maturity | Dec. 1, 2026 | |
MVP Houston Saks Garage [Member] | ||
Original Debt Amount | $ 3,650,000 | |
Monthly Payment (approx.) | 20,000 | |
Current Loan Balance | $ 3,447,000 | |
Lender | Barclays Bank PLC | |
Term | 10 years | |
Interest Rate | 4.25% | |
Loan Maturity | Aug. 6, 2025 | |
MVP St. Louis Lucas [Member] | ||
Original Debt Amount | $ 3,490,000 | |
Monthly Payment (approx.) | 20,000 | |
Current Loan Balance | $ 3,345,000 | |
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 | $ 7,860,000 | |
Lender | Key Bank | |
Term | 10 years | |
Interest Rate | 4.59% | |
Loan Maturity | Feb. 1, 2026 | |
MVP Indianapolis Meridian [Member] | ||
Original Debt Amount | $ 938,000 | |
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 | |
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 | |
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 | $ 5,053,000 | |
Lender | American National Insurance, of NY | |
Term | 10 years | |
Interest Rate | 4.50% | |
Loan Maturity | May 1, 2026 | |
MVP Bridgeport Fairfield [Member] | ||
Original Debt Amount | $ 4,400,000 | |
Monthly Payment (approx.) | 23,000 | |
Current Loan Balance | $ 4,252,000 | |
Lender | FBL Financial Group, Inc. | |
Term | 10 years | |
Interest Rate | 4.00% | |
Loan Maturity | Aug. 1, 2026 | |
D&O Financing [Member] | ||
Original Debt Amount | $ 140,000 | |
Monthly Payment (approx.) | 14,000 | |
Current Loan Balance | $ 0 | $ 112,000 |
Term | 1 year | |
Interest Rate | 3.81% | 3.81% |
Loan Maturity | Aug. 3, 2017 | Aug. 3, 2017 |
MVP Cleveland West 9th [Member] | ||
Original Debt Amount | $ 5,300,000 | |
Current Loan Balance | $ 5,163,000 | $ 5,281,000 |
Interest Rate | 4.50% | 4.50% |
Loan Maturity | Oct. 25, 2026 |
Notes Payable (Detail) - Sche45
Notes Payable (Detail) - Schedule of Debt Paid - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
D&O Financing [Member] | ||
Original Debt Amount | $ 140,000 | |
Monthly Payment (approx.) | 14,000 | |
Current Loan Balance | $ 0 | $ 112,000 |
Term | 1 year | |
Interest Rate | 3.81% | 3.81% |
Loan Maturity | Aug. 3, 2017 | Aug. 3, 2017 |
JNL Parking [Member] | ||
Original Debt Amount | $ 300,000 | |
Monthly Payment (approx.) | ||
Current Loan Balance | $ 0 | |
Lender | JNL Parking | |
Term | 3 months | |
Interest Rate | 1.00% | |
Loan Maturity | Sep. 30, 2017 | |
iPark [Member] | ||
Original Debt Amount | $ 500,000 | |
Monthly Payment (approx.) | ||
Current Loan Balance | $ 0 | |
Lender | iPark Services, LLC | |
Term | 3 months | |
Interest Rate | 5.75% | |
Loan Maturity | Sep. 30, 2017 | |
MVP Realty Advisors [Member] | ||
Original Debt Amount | $ 2,100,000 | |
Monthly Payment (approx.) | ||
Current Loan Balance | $ 0 | |
Lender | MVP Realty Advisors | |
Term | 1 year | |
Interest Rate | 5.00% | |
Loan Maturity | Jun. 30, 2018 | |
MVP San Jose 88 Garage [Member] | ||
Original Debt Amount | $ 2,200,000 | |
Current Loan Balance | $ 0 | |
Lender | Owens Realty Mortgage, Inc. | |
Term | 2 years | |
Interest Rate | 7.75% | |
Loan Maturity | Jan. 15, 2019 | |
MVP Cincinnati Race Street Garage [Member] | ||
Original Debt Amount | $ 3,000,000 | |
Current Loan Balance | $ 0 | |
Lender | Moonshell, LLC | |
Term | 3 months | |
Interest Rate | 9.00% | |
Loan Maturity | Jan. 10, 2018 |
Notes Payable (Detail) - Future
Notes Payable (Detail) - Future Principal Payments On The Notes Payable - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Period One [Member] | ||
Principal Payments | $ 1,925,000 | $ 231,000 |
Period Two [Member] | ||
Principal Payments | 5,901,000 | 124,000 |
Period Three [Member] | ||
Principal Payments | 2,259,000 | 129,000 |
Period Four [Member] | ||
Principal Payments | 2,378,000 | 135,000 |
Period Five [Member] | ||
Principal Payments | 2,586,000 | 142,000 |
Thereafter [Member] | ||
Principal Payments | 110,617,000 | 4,632,000 |
Less unamortized loan issuance costs [Member] | ||
Principal Payments | (1,896,000) | |
Total [Member] | ||
Principal Payments | $ 123,770,000 | $ 5,393,000 |
Investment in DST (Detail) - Su
Investment in DST (Detail) - Summarized Financial Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Assets | |||
Cash | $ 8,501,000 | $ 4,885,000 | $ 2,268,000 |
Cash - restricted | 8,229,000 | 100,000 | |
Accounts receivable | 409,000 | 208,000 | |
Liabilities And Equity | |||
Notes payable, net of unamortized loan issuance cost of $64,670.92 | 123,770,000 | 5,318,000 | |
Accounts payable and accrued liabilities | 3,913,000 | 485,000 | |
Due to related party | 385,000 | 575,000 | |
Equity (Shareholders' Equity) | |||
Member's Equity | 2,751,000 | 4,124,000 | |
Accumulated earnings | (18,173,000) | $ (5,126,000) | |
Equity Method Investments [Member] | |||
Assets | |||
Investments in real estate and fixed assets | 11,512,000 | ||
Cash | 26,000 | ||
Cash - restricted | 5,000 | ||
Accounts receivable | 82,000 | ||
Total Assets | 11,625,000 | ||
Liabilities And Equity | |||
Notes payable, net of unamortized loan issuance cost of $64,670.92 | 5,935,000 | ||
Accounts payable and accrued liabilities | 61,000 | ||
Due to related party | 87,000 | ||
Total Liabilities | 6,083,000 | ||
Equity (Shareholders' Equity) | |||
Member's Equity | 6,129,000 | ||
Offering costs | (574,000) | ||
Accumulated earnings | 225,000 | ||
Distributions to members | (238,000) | ||
Total Equity | 5,542,000 | ||
Total liabilities and equity | 11,625,000 | ||
Income Statement | |||
Revenue | 425,000 | ||
Expenses | (200,000) | ||
Net income | $ 225,000 |
Investment in DST (Detail) - 48
Investment in DST (Detail) - Summarized Financial Information (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Notes payable, unamortized loan issuance costs | $ 1,900,000 | $ 100,000 |
Equity Method Investments [Member] | ||
Notes payable, unamortized loan issuance costs | $ 64,670.92 |
Investment in Equity Method I49
Investment in Equity Method Investee (Detail) - Summarized Statements of Operations | 12 Months Ended |
Dec. 31, 2017USD ($) | |
MVP Denver 1935 Sherman [Member] | |
Revenue | $ 115,000 |
Expenses | (77,000) |
Net income | 38,000 |
MVP Houston Preston [Member] | |
Revenue | 76,000 |
Expenses | (13,000) |
Net income | $ 63,000 |
Schedule III (Detail) - Schedul
Schedule III (Detail) - Schedule of Real Estate and Accumulated Depreciation By Property - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Gross Carrying Amount | |||
Total | $ 287,052,000 | $ 53,743,000 | |
Accumulated Depreciation | $ 2,231,000 | $ 195,000 | |
West 9th Street [Member] | |||
State | OH | ||
Encumbrance | |||
Initial Cost | |||
Land | 5,675,000 | ||
Buildings and Improvements | |||
Total | 5,675,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 5,823,000 | ||
Building and Improvements | |||
Total | 5,823,000 | ||
Accumulated Depreciation | $ 2,000 | ||
Date Acquired | 2,016 | ||
Rentable Square Feet | n/a | ||
33740 Crown Colony, LLC [Member] | |||
State | OH | ||
Encumbrance | |||
Initial Cost | |||
Land | 3,030,000 | ||
Buildings and Improvements | |||
Total | 3,030,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 3,049,000 | ||
Building and Improvements | |||
Total | 3,049,000 | ||
Accumulated Depreciation | $ 1,000 | ||
Date Acquired | 2,016 | ||
Rentable Square Feet | n/a | ||
San Jose [Member] | |||
State | CA | ||
Encumbrance | |||
Initial Cost | |||
Land | 1,073,000 | ||
Buildings and Improvements | 2,503,000 | ||
Total | 3,576,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 1,073,000 | ||
Building and Improvements | 2,752,000 | ||
Total | 3,825,000 | ||
Accumulated Depreciation | $ 110,000 | ||
Date Acquired | 2,016 | ||
Rentable Square Feet | n/a | ||
MCI 1372 Street, LLC [Member] | |||
State | OH | ||
Encumbrance | |||
Initial Cost | |||
Land | 700,000 | ||
Buildings and Improvements | |||
Total | 700,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 700,000 | ||
Building and Improvements | |||
Total | 700,000 | ||
Accumulated Depreciation | $ 0 | ||
Date Acquired | 2,016 | ||
Rentable Square Feet | n/a | ||
Cincinnati Race Street [Member] | |||
Encumbrance | |||
Initial Cost | |||
Land | 2,142,000 | ||
Buildings and Improvements | 2,358,000 | ||
Total | 4,500,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 2,142,000 | ||
Building and Improvements | 3,416,000 | ||
Total | 5,558,000 | ||
Accumulated Depreciation | 89,000 | ||
St Louis Washington [Member] | |||
Encumbrance | |||
Initial Cost | |||
Land | 3,000,000 | ||
Buildings and Improvements | |||
Total | 3,000,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 3,000,000 | ||
Building and Improvements | |||
Total | 3,000,000 | ||
Accumulated Depreciation | |||
St Paul Holiday Garage [Member] | |||
Encumbrance | |||
Initial Cost | |||
Land | 1,673,000 | ||
Buildings and Improvements | 6,527,000 | ||
Total | 8,200,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 1,673,000 | ||
Building and Improvements | 6,723,000 | ||
Total | 8,396,000 | ||
Accumulated Depreciation | 232,000 | ||
Louisville Station [Member] | |||
Encumbrance | |||
Initial Cost | |||
Land | 3,050,000 | ||
Buildings and Improvements | |||
Total | 3,050,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 3,107,000 | ||
Building and Improvements | |||
Total | 3,107,000 | ||
Accumulated Depreciation | 3,000 | ||
Whitefront Garage [Member] | |||
Encumbrance | |||
Initial Cost | |||
Land | 3,116,000 | ||
Buildings and Improvements | 8,380,000 | ||
Total | 11,496,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 3,116,000 | ||
Building and Improvements | 8,556,000 | ||
Total | 11,672,000 | ||
Accumulated Depreciation | 273,000 | ||
Cleveland Lincoln Garage [Member] | |||
Encumbrance | |||
Initial Cost | |||
Land | 2,195,000 | ||
Buildings and Improvements | 5,122,000 | ||
Total | 7,317,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 2,195,000 | ||
Building and Improvements | 5,211,000 | ||
Total | 7,406,000 | ||
Accumulated Depreciation | $ 157,000 | ||
MVP Houston Preston Lot [Member] | |||
State | TX | ||
Encumbrance | |||
Initial Cost | |||
Land | 2,800,000 | ||
Buildings and Improvements | |||
Total | 2,800,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 2,820,000 | ||
Building and Improvements | |||
Total | 2,820,000 | ||
Accumulated Depreciation | $ 1,000 | ||
Date Acquired | 2,016 | ||
Rentable Square Feet | n/a | ||
Houston San Jacinto [Member] | |||
Encumbrance | |||
Initial Cost | |||
Land | 3,200,000 | ||
Buildings and Improvements | |||
Total | 3,200,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 3,250,000 | ||
Building and Improvements | |||
Total | 3,250,000 | ||
Accumulated Depreciation | $ 1,000 | ||
MVP Detroit Center Garage [Member] | |||
State | MI | ||
Encumbrance | |||
Initial Cost | |||
Land | 7,000,000 | ||
Buildings and Improvements | 48,000,000 | ||
Total | 55,000,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 7,000,000 | ||
Building and Improvements | 48,306,000 | ||
Total | 55,306,000 | ||
Accumulated Depreciation | $ 1,179,000 | ||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
St. Louis Broadway [Member] | |||
State | MO | ||
Encumbrance | |||
Initial Cost | |||
Land | 2,400,000 | ||
Buildings and Improvements | |||
Total | 2,400,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 2,400,000 | ||
Building and Improvements | |||
Total | 2,400,000 | ||
Accumulated Depreciation | |||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
St Louis Seventh & Cerre, LLC [Member] | |||
Encumbrance | |||
Initial Cost | |||
Land | 3,300,000 | ||
Buildings and Improvements | |||
Total | 3,300,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 3,300,000 | ||
Building and Improvements | |||
Total | 3,300,000 | ||
Accumulated Depreciation | |||
MVP Preferred Parking, LLC [Member] | |||
Encumbrance | |||
Initial Cost | |||
Land | 15,800,000 | ||
Buildings and Improvements | 4,700,000 | ||
Total | 20,500,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 15,800,000 | ||
Building and Improvements | 4,700,000 | ||
Total | 20,500,000 | ||
Accumulated Depreciation | 60,000 | ||
MVP Raider Park [Member] | |||
Encumbrance | |||
Initial Cost | |||
Land | 1,960,000 | ||
Buildings and Improvements | 9,040,000 | ||
Total | 11,000,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 1,960,000 | ||
Building and Improvements | 9,040,000 | ||
Total | 11,000,000 | ||
Accumulated Depreciation | $ 22,000 | ||
MVP PF Ft. Lauderdale [Member] | |||
State | FL | ||
Encumbrance | |||
Initial Cost | |||
Land | 3,423,000 | ||
Buildings and Improvements | |||
Total | 3,423,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 3,423,000 | ||
Building and Improvements | |||
Total | 3,423,000 | ||
Accumulated Depreciation | |||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
MVP PF Memphis Court [Member] | |||
State | TN | ||
Encumbrance | |||
Initial Cost | |||
Land | 1,208,000 | ||
Buildings and Improvements | |||
Total | 1,208,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 1,208,000 | ||
Building and Improvements | |||
Total | 1,208,000 | ||
Accumulated Depreciation | |||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
MVP PF Memphis Poplar [Member] | |||
State | TN | ||
Encumbrance | |||
Initial Cost | |||
Land | 3,735,000 | ||
Buildings and Improvements | |||
Total | 3,735,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 3,735,000 | ||
Building and Improvements | |||
Total | 3,735,000 | ||
Accumulated Depreciation | $ 3,000 | ||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
Kansas City [Member] | |||
Encumbrance | |||
Initial Cost | |||
Land | 1,812,000 | ||
Buildings and Improvements | |||
Total | 1,812,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 1,812,000 | ||
Building and Improvements | |||
Total | 1,812,000 | ||
Accumulated Depreciation | |||
St Louis [Member] | |||
Encumbrance | |||
Initial Cost | |||
Land | 5,145,000 | ||
Buildings and Improvements | |||
Total | 5,145,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 5,145,000 | ||
Building and Improvements | |||
Total | 5,145,000 | ||
Accumulated Depreciation | $ 5,000 | ||
Mabley Place Garage [Member] | |||
State | OH | ||
Encumbrance | |||
Initial Cost | |||
Land | 1,585,000 | ||
Buildings and Improvements | 19,557,000 | ||
Total | 21,142,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 1,585,000 | ||
Building and Improvements | 19,557,000 | ||
Total | 21,142,000 | ||
Accumulated Depreciation | $ 24,000 | ||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
MVP Denver Sherman [Member] | |||
State | CO | ||
Encumbrance | |||
Initial Cost | |||
Land | 705,000 | ||
Buildings and Improvements | |||
Total | 705,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 705,000 | ||
Building and Improvements | |||
Total | 705,000 | ||
Accumulated Depreciation | |||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
MVP Fort Worth Taylor [Member] | |||
State | TX | ||
Encumbrance | |||
Initial Cost | |||
Land | 2,845,000 | ||
Buildings and Improvements | 24,813,000 | ||
Total | 27,658,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 2,845,000 | ||
Building and Improvements | 24,813,000 | ||
Total | 27,658,000 | ||
Accumulated Depreciation | $ 29,000 | ||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
MVP Milwaukee Old World [Member] | |||
State | WI | ||
Encumbrance | |||
Initial Cost | |||
Land | 2,044,000 | ||
Buildings and Improvements | |||
Total | 2,044,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 2,044,000 | ||
Building and Improvements | |||
Total | 2,044,000 | ||
Accumulated Depreciation | $ 1,000 | ||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
MVP St. Louis Convention Plaza [Member] | |||
State | MO | ||
Encumbrance | |||
Initial Cost | |||
Land | 3,091,000 | ||
Buildings and Improvements | |||
Total | 3,091,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 3,091,000 | ||
Building and Improvements | |||
Total | 3,091,000 | ||
Accumulated Depreciation | $ 1,000 | ||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
MVP Houston Saks Garage [Member] | |||
State | TX | ||
Encumbrance | |||
Initial Cost | |||
Land | 4,931,000 | ||
Buildings and Improvements | 5,460,000 | ||
Total | 10,391,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 4,931,000 | ||
Building and Improvements | 5,460,000 | ||
Total | 10,391,000 | ||
Accumulated Depreciation | $ 7,000 | ||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
MVP St. Louis Lucas [Member] | |||
State | MO | ||
Encumbrance | |||
Initial Cost | |||
Land | 3,695,000 | ||
Buildings and Improvements | |||
Total | 3,695,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 3,695,000 | ||
Building and Improvements | |||
Total | 3,695,000 | ||
Accumulated Depreciation | $ 2,000 | ||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
MVP Milwaukee Wells [Member] | |||
State | WI | ||
Encumbrance | |||
Initial Cost | |||
Land | 4,873,000 | ||
Buildings and Improvements | |||
Total | 4,873,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 4,873,000 | ||
Building and Improvements | |||
Total | 4,873,000 | ||
Accumulated Depreciation | $ 1,000 | ||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
MVP Wildwood NJ Lot [Member] | |||
State | NJ | ||
Encumbrance | |||
Initial Cost | |||
Land | 1,631,000 | ||
Buildings and Improvements | |||
Total | 1,631,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 1,631,000 | ||
Building and Improvements | |||
Total | 1,631,000 | ||
Accumulated Depreciation | |||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
MVP Indianapolis City Park [Member] | |||
State | IN | ||
Encumbrance | |||
Initial Cost | |||
Land | 2,055,000 | ||
Buildings and Improvements | 8,758,000 | ||
Total | 10,813,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 2,055,000 | ||
Building and Improvements | 8,758,000 | ||
Total | 10,813,000 | ||
Accumulated Depreciation | $ 12,000 | ||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
MVP KC Cherry Lot [Member] | |||
State | MO | ||
Encumbrance | |||
Initial Cost | |||
Land | 987,000 | ||
Buildings and Improvements | |||
Total | 987,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 987,000 | ||
Building and Improvements | |||
Total | 987,000 | ||
Accumulated Depreciation | $ 500 | ||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
MVP Indianapolis WA Street [Member] | |||
State | IN | ||
Encumbrance | |||
Initial Cost | |||
Land | 5,749,000 | ||
Buildings and Improvements | |||
Total | 5,749,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 5,749,000 | ||
Building and Improvements | |||
Total | 5,749,000 | ||
Accumulated Depreciation | $ 1,000 | ||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
Minneapolis Venture [Member] | |||
State | MN | ||
Encumbrance | |||
Initial Cost | |||
Land | 6,543,000 | ||
Buildings and Improvements | |||
Total | 6,543,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | |||
Building and Improvements | |||
Total | |||
Accumulated Depreciation | |||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
MVP Indianapolis Meridian [Member] | |||
State | IN | ||
Encumbrance | |||
Initial Cost | |||
Land | 1,601,000 | ||
Buildings and Improvements | |||
Total | 1,601,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 1,601,000 | ||
Building and Improvements | |||
Total | 1,601,000 | ||
Accumulated Depreciation | $ 200 | ||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
MVP Milwaukee Clybourn [Member] | |||
State | WI | ||
Encumbrance | |||
Initial Cost | |||
Land | 262,000 | ||
Buildings and Improvements | |||
Total | 262,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 262,000 | ||
Building and Improvements | |||
Total | 262,000 | ||
Accumulated Depreciation | $ 100 | ||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
MVP Milwaukee Arena Lot [Member] | |||
State | WI | ||
Encumbrance | |||
Initial Cost | |||
Land | 4,632,000 | ||
Buildings and Improvements | |||
Total | 4,632,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 4,632,000 | ||
Building and Improvements | |||
Total | 4,632,000 | ||
Accumulated Depreciation | |||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
MVP Clarksburg Lot [Member] | |||
State | WV | ||
Encumbrance | |||
Initial Cost | |||
Land | 715,000 | ||
Buildings and Improvements | |||
Total | 715,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 715,000 | ||
Building and Improvements | |||
Total | 715,000 | ||
Accumulated Depreciation | $ 200 | ||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
MVP Denver Sherman 1935 [Member] | |||
State | CO | ||
Encumbrance | |||
Initial Cost | |||
Land | 2,534,000 | ||
Buildings and Improvements | |||
Total | 2,534,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 2,534,000 | ||
Building and Improvements | |||
Total | 2,534,000 | ||
Accumulated Depreciation | |||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
MVP Bridgeport Fairfield [Member] | |||
State | CT | ||
Encumbrance | |||
Initial Cost | |||
Land | 498,000 | ||
Buildings and Improvements | 7,758,000 | ||
Total | 8,256,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 498,000 | ||
Building and Improvements | 7,758,000 | ||
Total | 8,256,000 | ||
Accumulated Depreciation | $ 10,000 | ||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
Minneapolis City Parking [Member] | |||
State | MN | ||
Encumbrance | |||
Initial Cost | |||
Land | 9,838,000 | ||
Buildings and Improvements | |||
Total | 9,838,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 9,838,000 | ||
Building and Improvements | |||
Total | 9,838,000 | ||
Accumulated Depreciation | $ 4,000 | ||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
Total [Member] | |||
Encumbrance | |||
Initial Cost | |||
Land | 138,251,000 | ||
Buildings and Improvements | 152,976,000 | ||
Total | 291,227,000 | ||
Cost Capitalized Subsequent to Acquisition | |||
Gross Carrying Amount | |||
Land | 132,002,000 | ||
Building and Improvements | 155,050,000 | ||
Total | 287,052,000 | ||
Accumulated Depreciation | $ 2,231,000 | ||
MVP Cincinnati Race Street Garage [Member] | |||
State | OH | ||
Gross Carrying Amount | |||
Date Acquired | 2,016 | ||
Rentable Square Feet | n/a | ||
MVP St. Louis Washington [Member] | |||
State | MO | ||
Gross Carrying Amount | |||
Date Acquired | 2,016 | ||
Rentable Square Feet | n/a | ||
MVP St. Paul Holiday Garage [Member] | |||
State | MN | ||
Gross Carrying Amount | |||
Date Acquired | 2,016 | ||
Rentable Square Feet | n/a | ||
MVP Louisville Station Broadway [Member] | |||
State | KY | ||
Gross Carrying Amount | |||
Date Acquired | 2,016 | ||
Rentable Square Feet | n/a | ||
White Front Garage Partners [Member] | |||
State | TN | ||
Gross Carrying Amount | |||
Date Acquired | 2,016 | ||
Rentable Square Feet | n/a | ||
Cleveland Lincoln Garage Owners [Member] | |||
State | OH | ||
Gross Carrying Amount | |||
Date Acquired | 2,016 | ||
Rentable Square Feet | n/a | ||
MVP Houston San Jacinto Lot [Member] | |||
State | TX | ||
Gross Carrying Amount | |||
Date Acquired | 2,016 | ||
Rentable Square Feet | n/a | ||
St. Louis Seventh & Cerre [Member] | |||
State | MO | ||
Gross Carrying Amount | |||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
MVP Preferred Parking [Member] | |||
State | TX | ||
Gross Carrying Amount | |||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
MVP Raider Park Garage [Member] | |||
State | TX | ||
Gross Carrying Amount | |||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
MVP PF Kansas City [Member] | |||
State | MO | ||
Gross Carrying Amount | |||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a | ||
MVP PF St. Louis [Member] | |||
State | MO | ||
Gross Carrying Amount | |||
Date Acquired | 2,017 | ||
Rentable Square Feet | n/a |
Schedule III (Detail) - Histori
Schedule III (Detail) - Historical Cost Of Total Real Estate Held For Investment - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | ||
Total real estate held for investment, inception (prior) | $ 53,743,000 | |
Additions during period: | 2,370,000 | |
Acquisitions | 230,939,000 | 53,743,000 |
Total real estate held for investment, end of year | $ 287,052,000 | $ 53,743,000 |
Schedule III (Detail) - Sched52
Schedule III (Detail) - Schedule of Accumulated Depreciation - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | ||
Accumulated depreciation, inception (prior) | $ 195,000 | |
Additions during period: | ||
Depreciation of real estate | 2,036,000 | 195,000 |
Accumulated depreciation, end of year | $ 2,231,000 | $ 195,000 |
Organization and Proposed Busin
Organization and Proposed Business Operations (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Date of Incorporation | May 4, 2015 | |
Incorporation State | Maryland | |
Intial Offering Proceeds | $ 67,000,000 | |
Deferred Offering Costs | $ 1,100,000 | |
Shares Issued | 6,532,009 | 2,301,828 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Series A Private Placement Value Raised | $ 2,600,000 | |
Merger | 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). | |
Going Concern Managements Evaluation | In connection with preparing consolidated financial statements for the year ended December 31, 2017, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to continue as a going concern within one year from the date that the financial statements are issued. The Company considered the following: · Net losses of $11.4 million and $4.3 million for the years ended December 31, 2017 and 2016, respectively. · Negative cash flow from operating activities for 2017 and 2016. Ordinarily, conditions or events that raises substantial doubt about an entity’s ability to continue as a going concern relate to the entity’s ability to meet its obligations as they become due. | |
Going Concern Managements Plans Substantial Doubt Alleviated | The Company evaluated its ability to meet its obligations as they become due within one year from the date that the financial statements are issued by considering the following: · The Company raised approximately $142 million and $34 million of debt and equity financing, respectively, during the year ended December 31, 2017. · The Company has historically raised funds from debt and equity financings. · As a result of the Company’s restructurings that were implemented during the year ended December 31, 2017, the Company’s cost structure is now in line with its future revenue projections. In addition to the recent capital raised in 2017, management also believes that the Company will generate enough cash from operations to satisfy its obligations for the next twelve months from the issuance date. The Company will take one or more of the following actions if it starts to trend unfavorably to its internal profitability and cash flow projections, in order to mitigate conditions or events that would raise substantial doubt about its ability to continue as a going concern: · Implement additional restructuring and cost reductions. · Raise additional capital through short-term loans. · Raise additional capital by placing secured mortgage debt on unencumbered assets. · Raise additional capital through a private placement. · Dispose of one or more assets. At December 31, 2017, the Company had $8.5 million in cash and cash equivalents. | |
Dividend Reinvestment Plan (DRIP) [Member] | ||
Shares Issued | 72,111 | |
Dividends (Distributions) [Member] | ||
Shares Issued | 121,147 | |
Sponsor [Member] | ||
Operating Support From Adviser Description | 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. The Advisor is responsible for managing the Companys affairs on a day-to-day basis and for identifying and making investments on the Companys behalf pursuant to an advisory agreement between the Company and the Advisor (the Advisory Agreement). The Company has no paid employees. | |
Initial Support From Sponsor | $ 1,100,000 | |
Shares Issued | 8,000 | |
Stock Issued Value | $ 200,000 |
Summary of Significant Accoun54
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | |
Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | |
Number of Parking Tenants | 14 | 6 |
Concentration Risk, Percentage, Major Customer, SP+ | 54.80% | |
Major Customer SP+ Characteristics | SP Plus Corporation (Nasdaq: SP) is the largest provider of parking management in the U.S. Founded in 1929, SP Plus operates approximately 3,600 locations in North America, with a market capitalization of $800 million. SP Plus's economies of scale provide cost efficiencies, as well as leading technology, operational excellence, and marketing implementation. Additionally, SP Plus periodically refers acquisition opportunities to The Parking REIT. | |
Federally Insured Amount Limit | $ | $ 250,000 | $ 250,000 |
Cash In Excess Of The Federally Insured Limits | $ | 11,700,000 | 3,400,000 |
Advertising Costs | $ | ||
Outstanding Common Share Equivalents | ||
Convertible Preferred Stock Settlement Terms | Each share of Series A preferred stock and Series 1 preferred stock will convert into the number of shares of the Companys common stock determined by dividing (i) the stated value per Series A share or Series 1 share of $1,000 (as may be adjusted pursuant to the applicable articles supplementary) plus any accrued but unpaid dividends to, but not including, the conversion date by (ii) the conversion price. The conversion price is equal to 100% or, if the conversion notice is received before December 1, 2017 (for Series 1 shares) or December 31, 2017 (for Series A shares), 110% of the volume weighted average price per share of the Companys common stock for the 20 trading days prior to the delivery date of the conversion notice; provided that if the Companys common stock is not then traded on a national securities exchange, the conversion price will be equal to the net asset value per share of the Companys common stock. The Company will have the right (but not the obligation) to redeem any Series A or Series 1 shares that are subject to a conversion notice on the terms set forth in the applicable articles supplementary. | |
Common stock, shares outstanding | 6,532,009 | 2,301,828 |
DRIP [Member] | ||
Common stock, shares outstanding | 72,111 | |
Preferred Stock Series A [Member] | ||
Preferred stock, shares outstanding | 2,862 | 0 |
Preferred Stock Series 1 [Member] | ||
Preferred stock, shares outstanding | 29,789 | 0 |
Related Party Transactions an55
Related Party Transactions and Arrangements (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Par value Share, related party stock | $ 0.0001 | $ 0.0001 |
Merger Share Rights into Company | 36.50% | |
Advisor Acquisition Payment | $ 2,695,000 | $ 2,472,000 |
Common Stock Outstanding | 6,532,009 | 2,301,828 |
Distributions Paid - DRIP | $ 1,321,000 | $ 458,000 |
Distributions Earned | $ 189,000 | $ 34,000 |
MVP I [Member] | ||
Par value Share, related party stock | $ 0.001 | |
Number of Shares Paid in Business Combination | 3,900,000 | |
Equity Owned by Acquisition Company | 59.70% | |
Common Stock Outstanding | 6,338,750 | 2,451,237 |
Advisor [Member] | ||
Advisor Acquisition Payment | $ 3,600,000 | |
Acquisition Fees | 2,000,000 | $ 1,200,000 |
Acquistions Expenses Reimbursed to Affliate | ||
Asset Management Fees | 1,300,000 | 200,000 |
Operating Expenses Reimbursed To Affliate | ||
Disposition Fees | ||
Performance Fees | ||
Advisor Acquisition Payment (in regards to Merger) | $ 3,600,000 | |
Sponsor [Member] | ||
Common Stock Outstanding | 13,269 | |
VRM II [Member] | ||
Common Stock Outstanding | 359,546 | |
Distributions Paid - DRIP | $ 14,600 | |
MVP REIT [Member] | ||
Distributions Earned | $ 189,000 | $ 34,000 |
Distributions Earned (Shares) via Related Party DRIP | 15,996 | 3,731 |
Sales By Affiliated And Non-Affiliated Selling Agents [Member] | ||
Selling Commissions Paid | $ 3,200,000 | |
Sales By Affiliated Selling Agents [Member] | ||
Selling Commissions Paid | $ 600,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
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) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Interest expense | $ 4,651,000 | $ 154,000 |
Working Capital Credit Agreement [Member] | ||
Maximum Amount Outstanding During Period | $ 8,200,000 | |
Subsidiary (the "Borrowers") [Member] | Working Capital Credit Agreement [Member] | ||
Initiation Date | Oct. 5, 2016 | |
Line of Credit, Description | On October 5, 2016, the Company, through its Operating Partnership, and MVP I (the REITs), through a wholly owned subsidiary (the "Borrowers"), entered into a credit agreement (the "Unsecured Credit Agreement") with KeyBank, National Association (KeyBank") as the administrative agent and KeyBank Capital Markets ("KeyBank Capital Markets") as the lead arranger. Pursuant to the Unsecured Credit Agreement, the Borrowers were provided with a $30 million unsecured credit facility (the "Unsecured Credit Facility"), which could be increased up to $100 million, in minimum increments of $10 million. The Unsecured Credit Facility had an initial term of two years, maturing on October 5, 2018, and could be extended for a one-year period if certain conditions were met and upon payment of an extension fee. | |
Interest Rate, Description | The Unsecured Credit Facility had an interest rate calculated based on LIBOR Rate plus 2.25% or Base Rate plus 1.25%, both as provided in the Unsecured Credit Agreement. The Base Rate was calculated as the greater of (i) the KeyBank Prime rate or (ii) the Federal Funds rate plus 50 basis points. | |
Maximum Borrowing Capacity | $ 30,000,000 | |
Maximum Amount Outstanding During Period | 13,000,000 | |
Remaining Borrowing Capacity | 12,700,000 | |
Interest expense | 56,000 | |
Loan Amortization Cost | 37,000 | |
Unused Line Fees | $ 6,000 | |
Subsidiary (the "Borrowers") [Member] | New 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 New Credit Agreement) with the lenders party thereto (the Lenders), KeyBank as administrative agent (the Administrative Agent), and KeyBanc Capital Markets as lead arranger. | |
Interest Rate, Description | Borrowings under the New 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 Agent's 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 Moody's 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 New 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. | |
Maximum Borrowing Capacity | $ 50,000,000 |
Notes Payable and Notes Payab58
Notes Payable and Notes Payable Related Party (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Interest Expense | $ (4,651,000) | $ (154,000) | |
Loans [Member] | |||
Interest Expense | 4,700,000 | 39,000 | |
Loan Amortization Cost | $ 1,900,000 | 2,800 | |
12-month insurance policy for Directors and Officers [Member] | |||
Interest Rate | 3.80% | ||
Down Payment | $ 25,000 | ||
Periodic Period | Monthy | ||
Periodic Payments | $ 14,000 | ||
Outstanding Balance | $ 100,000 |
Gain on Sale of Investment in59
Gain on Sale of Investment in Real Estate (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Real Estate [Abstract] | |
Assets held for sale | |
Property Sold (Selling Price) | $ 2,000,000 |
Date Property Acquired | Nov. 22, 2016 |
Agreement to Sell Property | During September 2017, the Company sold one property listed as held for sale for $2.0 million. The Company acquired the property on November 22, 2016 and recorded at the fair value based on an appraisal. During March 2017, Houston Jefferson entered into a purchase and sale agreement to sell the property as is to a third party for approximately $2.0 million. During May 2017, this purchase and sale agreement was cancelled. During May and June 2017, another unsolicited third party expressed interest in purchasing the property for $2.0 million and during July 2017, the Company entered into a purchase and sale agreement with this third party, which closed on September 20, 2017. |
Gain on Property Sold | $ 1,200,000 |
Investment in Equity Method I60
Investment in Equity Method Investee (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Denver 1935 Sherman [Member] | |
Description of Investment Activities | On February 12, 2016, the Company along with MVP I, through MVP Denver 1935 Sherman, LLC (MVP Denver), a Nevada limited liability company owned 24.49% by the Company and 75.51% by MVP I, closed on the purchase of a parking lot for approximately $2.4 million in cash, of which the Companys share was approximately $0.6 million. |
Aggregate Cost | $ 2,400,000 |
Ownership Percentage | 24.49% |
Additional Information | The Denver parking lot consists of approximately 18,765 square feet and has approximately 72 parking spaces. The Denver parking lot is leased by SP+ under a net lease agreement where MVP Denver is responsible for property taxes and SP+ pays for all insurance and maintenance costs. SP+ pays annual rent of $120,000. In addition, the lease provides revenue participation with MVP Denver receiving 70% of gross receipts over $160,000. The term of the lease is for 10 years. |
Houston Preston Lot [Member] | |
Description of Investment Activities | On November 22, 2016, the Company and MVP I, through MVP Houston Preston Lot, LLC, a Delaware limited liability company (MVP Preston), an entity wholly owned by the Company, closed on the purchase of a parking lot consisting of approximately 46 parking spaces, located in Houston, Texas, for a purchase price of $2.8 million in cash plus closing costs, of which the Companys portion was $560,000. |
Aggregate Cost | $ 2,800,000 |
Ownership Percentage | 20.00% |
Additional Information | The parking lot is under a 10-year lease with iPark Services LLC (iPark), a regional parking operator, under a modified net lease agreement where MVP Preston is responsible for property taxes above a $38,238 threshold, and iPark pays for insurance and maintenance costs. iPark pays annual rent of $228,000. In addition, the lease provides revenue participation with MVP Preston receiving 65% of gross receipts over $300,000. The term of the lease is for 10 years. During April 2017, the company increased their ownership interest in the MVP Houston Preston Lot from 20% to 60%, by purchasing $1.12 million of MVP REIT ownership and will now be considered the controlling party. |
Merger (Details Narrative)
Merger (Details Narrative) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Merger Equity Transfer | Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each outstanding share of MVP I Common Stock was automatically cancelled and retired, and converted into the right to receive 0.365 shares of common stock of the Company. Holders of shares of MVP I Common Stock received cash in lieu of fractional shares. |
Preferred Stock and Warrants (D
Preferred Stock and Warrants (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred Stock Series A | ||
Preferred stock, shares authorized | 50,000 | |
Preferred stock par value | $ 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. Base on the number of Series A shares outstanding at December 31, 2017, the increased dividend rate would cost the Company approximately $12,000 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. | |
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 December 31, 2017, 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 December 31, 2017 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 | 97,000 | |
Preferred stock par value | $ 0.0001 | |
Dividends | The holders of the Series 1 Preferred Stock are entitled to receive, when and as authorized by the Companys 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 Companys 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 Companys 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 December 31, 2017, the increased dividend rate would cost the Company approximately $50,000 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 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 December 31, 2017, there were detachable warrants that may be exercised for 1,035,755 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 December 31, 2017 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 $25.9 million and as a result the Company would issue an additional 1,035,755 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. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | May 14, 2018 | Jun. 30, 2018 | Jun. 19, 2018 | May 31, 2018 | May 29, 2018 | Apr. 29, 2018 | Apr. 27, 2018 | Mar. 22, 2018 | Feb. 28, 2018 |
Special Committee [Member] | |||||||||
Date of Event | Feb. 1, 2018 | ||||||||
Description | On February 1, 2018, the Companys board of directors appointed a Special Committee of the board of directors (the Special Committee). The purpose of the Special Committee was to review and negotiate the potential internalization with the Advisor. On April 23, 2018, the board of directors disbanded the Special Committee. | ||||||||
MVP New Orleans Rampart, LLC [Member] | |||||||||
Description | During February 2018, the Company, through MVP New Orleans Rampart, LLC (MVP New Orleans), an entity owned by the Company, closed on the purchase of a parking lot consisting of approximately 78 parking spaces, located in New Orleans, Louisiana, for the purchase price of $8.0 million, plus acquisition and financing-related transaction costs. The Company owns a 100% equity interest in the MVP New Orleans. The parking lot will be operated by 342 N. Rampart, LLC (Rampart) under a long-term lease, where Rampart will be responsible for annual base rent of $560,000, and 70% of all gross revenue above $700,000. The purchase price was funded through the Company's Borrowing Base revolving credit facility from KeyBank in the amount of $4.4 million and the Companys working capital revolving credit facility from KeyBank in the amount of $3.6 million. | ||||||||
Audit Committee [Member] | |||||||||
Description | In February 2018, the Audit Committee of the Companys board of directors (the "Audit Committee") engaged independent legal counsel to conduct an internal investigation arising from the Audit Committee's receipt of allegations from an employee of MVP Realty Advisors, LLC, the Companys external advisor (the "Advisor"), regarding possible wrongdoing by the Company's Chairman and Chief Executive Officer, Michael V. Shustek, relating to (i) potentially inaccurate disclosures by MVP American Securities, the broker-dealer affiliated with the Advisor, to the Financial Industry Regulatory Authority, Inc. ("FINRA") relating to total underwriting compensation paid by the Advisor and its affiliates (other than the Company) in connection with the initial public offerings of MVP I, Inc. and the Company and (ii) potential inaccuracies in personal financial statements of Mr. Shustek that were provided to one or more of the Company's lenders in connection with mortgage loans or guarantees where Mr. Shustek is a personal non-recourse carve-out guarantor. | ||||||||
Suspension Of The Company's Cash Distributions And Stock Dividends To Holders Of Its Common Stock [Member] | |||||||||
Date of Event | Mar. 22, 2018 | ||||||||
Description | On March 22, 2018, the board of directors of the Company unanimously authorized a suspension of the Companys cash distributions and stock dividends to holders of its common stock. The board 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 the value of the Company for stockholders through potential future acquisitions | ||||||||
Committee Concluded Its 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 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. | ||||||||
Dismissed RSM US LLP [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. | ||||||||
Employment Agreement 1 [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 Company's 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. | ||||||||
Company Established NAV [Member] | |||||||||
Date of Event | May 29, 2018 | ||||||||
Description | On May 29, 2018, the Company established a NAV equal to $24.61 per common share. | ||||||||
Employment Agreement 2 [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 10.21. | ||||||||
Amendment And Waiver To The Company's 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 Companys existing credit agreement, as further described in the section entitled MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources. | ||||||||
MVP Hawaii Marks Garage, LLC [Member] | |||||||||
Description | During June 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 million, 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 Companys 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. |