Notes Payable | Note L — Notes Payable 2019 As of December 31, 2019, the principal balances on notes payable are as follows: Property Original Debt Amount Monthly Payment Balance as of 12/31/2019 Lender Term Interest Rate Loan Maturity MVP San Jose 88 Garage, LLC (5) $1,645,000 Interest Only $2,500,000 Multiple 1 Year 7.50% 6/30/2020 MVP Cincinnati Race Street, LLC $2,550,000 Interest Only $2,550,000 Multiple 1 Year 7.50% 4/19/2020 MVP Wildwood NJ Lot, LLC $1,000,000 Interest Only $1,000,000 Tigges Construction Co. 1 Year 7.50% 4/29/2020 The Parking REIT D&O Insurance $1,681,000 $171,000 $679,000 MetaBank 1 Year 3.60% 4/30/2020 Minneapolis Venture $2,000,000 Interest Only $2,000,000 Multiple 1 Year 8.00% 10/22/2020 MVP Raider Park Garage, LLC (4) $7,400,000 Interest Only $7,400,000 LoanCore 2 Year Variable 12/9/2020 MVP New Orleans Rampart, LLC (4) $5,300,000 Interest Only $5,300,000 LoanCore 2 Year Variable 12/9/2020 MVP Hawaii Marks Garage, LLC (4) $13,500,000 Interest Only $13,500,000 LoanCore 2 Year Variable 12/9/2020 MVP Milwaukee Wells, LLC (4) $2,700,000 Interest Only $2,700,000 LoanCore 2 Year Variable 12/9/2020 MVP Indianapolis City Park, LLC (4) $7,200,000 Interest Only $7,200,000 LoanCore 2 Year Variable 12/9/2020 MVP Indianapolis WA Street, LLC (4) $3,400,000 Interest Only $3,400,000 LoanCore 2 Year Variable 12/9/2020 MVP Memphis Poplar (3) $1,800,000 Interest Only $1,800,000 LoanCore 5 Year 5.38% 3/6/2024 MVP St. Louis (3) $3,700,000 Interest Only $3,700,000 LoanCore 5 Year 5.38% 3/6/2024 Mabley Place Garage, LLC $9,000,000 $44,000 $8,188,000 Barclays 10 year 4.25% 12/6/2024 MVP Houston Saks Garage, LLC $3,650,000 $20,000 $3,262,000 Barclays Bank PLC 10 year 4.25% 8/6/2025 Minneapolis City Parking, LLC $5,250,000 $29,000 $4,797,000 American National Insurance, of NY 10 year 4.50% 5/1/2026 MVP Bridgeport Fairfield Garage, LLC $4,400,000 $23,000 $4,025,000 FBL Financial Group, Inc. 10 year 4.00% 8/1/2026 West 9 th $5,300,000 $30,000 $4,909,000 American National Insurance Co. 10 year 4.50% 11/1/2026 MVP Fort Worth Taylor, LLC $13,150,000 $73,000 $12,208,000 American National Insurance, of NY 10 year 4.50% 12/1/2026 MVP Detroit Center Garage, LLC $31,500,000 $194,000 $29,717,000 Bank of America 10 year 5.52% 2/1/2027 MVP St. Louis Washington, LLC (1) $1,380,000 $8,000 $1,362,000 KeyBank 10 year * 4.90% 5/1/2027 St. Paul Holiday Garage, LLC (1) $4,132,000 $24,000 $4,078,000 KeyBank 10 year * 4.90% 5/1/2027 Cleveland Lincoln Garage, LLC (1) $3,999,000 $23,000 $3,946,000 KeyBank 10 year * 4.90% 5/1/2027 MVP Denver Sherman, LLC (1) $286,000 $2,000 $282,000 KeyBank 10 year * 4.90% 5/1/2027 MVP Milwaukee Arena Lot, LLC (1) $2,142,000 $12,000 $2,114,000 KeyBank 10 year * 4.90% 5/1/2027 MVP Denver Sherman 1935, LLC (1) $762,000 $4,000 $752,000 KeyBank 10 year * 4.90% 5/1/2027 MVP Louisville Broadway Station, LLC (2) $1,682,000 Interest Only $1,682,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 MVP Whitefront Garage, LLC (2) $6,454,000 Interest Only $6,454,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 MVP Houston Preston Lot, LLC (2) $1,627,000 Interest Only $1,627,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 MVP Houston San Jacinto Lot, LLC (2) $1,820,000 Interest Only $1,820,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 St. Louis Broadway, LLC (2) $1,671,000 Interest Only $1,671,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 St. Louis Seventh & Cerre, LLC (2) $2,057,000 Interest Only $2,057,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 MVP Indianapolis Meridian Lot, LLC (2) $938,000 Interest Only $938,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 MVP Preferred Parking, LLC $11,330,000 Interest Only $11,330,000 Key Bank 10 year ** 5.02% 8/1/2027 Less unamortized loan issuance costs ($1,828,000) $159,120,000 (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) St. Paul Holiday Garage, 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) MVP 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) On February 8, 2019, subsidiaries of the Company, consisting of MVP PF St. Louis 2013, LLC (“MVP St. Louis”), and MVP PF Memphis Poplar 2013 (“MVP Memphis Poplar”), LLC entered into a loan agreement, dated as of February 8, 2019, with LoanCore Capital Credit REIT LLC (“LoanCore”). Under the terms of the Loan Agreement, LoanCore agreed to loan MVP St. Louis and MVP Memphis Poplar $5.5 million to repay and discharge the outstanding KeyBank loan agreement. The loan is secured by a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing on each of the properties owned by MVP St. Louis and MVP Memphis Poplar. (4) On November 30, 2018, subsidiaries of the Company, consisting of MVP Hawaii Marks Garage, LLC, MVP Indianapolis City Park Garage, LLC, MVP Indianapolis Washington Street Lot, LLC, MVP New Orleans Rampart, LLC, MVP Raider Park Garage, LLC, and MVP Milwaukee Wells LLC (the “Borrowers”) entered into a loan agreement, dated as of November 30, 2018 (the “Loan Agreement”), with LoanCore Capital Credit REIT LLC (the “LoanCore”). Under the terms of the Loan Agreement, LoanCore agreed to loan the Borrowers $39.5 million to repay and discharge the outstanding KeyBank Revolving Credit Facility. The loan is secured by a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing on each of the properties owned by the Borrowers (the “Properties”). The loan bears interest at a floating rate equal to the sum of one-month LIBOR plus 3.65%, subject to a LIBOR minimum of 1.95%. Additionally, the Borrowers were required to purchase an Interest Rate Protection Agreement which caps its maximum LIBOR at 3.50% for the duration of the loan. Payments are interest-only for the duration of the loan, with the $39.5 million principal repayment due in a balloon payment due on December 9, 2020, with an option to extend the term until December 9, 2021 subject to certain conditions and payment obligations. The Borrowers have the right to prepay all or any part of the loan, subject to payment of any applicable Spread Maintenance Premium and Exit Fee (as defined in the Loan Agreement). The loan is also subject to mandatory prepayment upon certain events of Insured Casualty or Condemnation (as defined in the Loan Agreement). The Borrowers made customary representations and warranties to LoanCore and agreed to maintain certain covenants under the Loan Agreement, including but not limited to, covenants involving their existence; property taxes and other charges; access to properties, repairs, maintenance and alterations; performance of other agreements; environmental matters; title to properties; leases; estoppel statements; management of the Properties; special purpose bankruptcy remote entity status; change in business or operation of the Properties; debt cancellation; affiliate transactions; indebtedness of the Borrowers limited to Permitted Indebtedness (as defined in the Loan Agreement); ground lease reserve relating to MVP New Orleans’ Property; property cash flow allocation; liens on the Properties; ERISA matters; approval of major contracts; payments upon a sale of a Property; and insurance, notice and reporting obligations as set forth in the loan agreement. The Loan Agreement contains customary events of default and indemnification obligations. The loan proceeds were used to repay and discharge the KeyBank Credit Agreement, dated as of December 29, 2017, as amended, per the terms outlined in the third amendment to the Credit Agreement dated September 28, 2018, as previously filed on Form 8-K on October 2, 2018 and incorporated herein by reference. (5) Loan in the amount of $2,500,000 was originated on June 5, 2018 of which $1,645,000 was funded. Remaining balance available of $855,000 was funded on December 11, 2018. * 2 Year Interest Only ** 10 Year Interest Only The following table shows notes payable paid in full during the year ended December 31, 2019. Property Original Debt Amount Monthly Payment Balance as of 12/31/2019 Lender Term Interest Rate Loan Maturity MVP PF Ft. Lauderdale 2013, LLC $2,000,000 -- -- Multiple 1 Year 8.00% 6/24/2020 MVP PF Ft. Lauderdale 2013, LLC (1) $4,300,000 $25,000 -- Key Bank 5 Year 4.94% 2/1/2019 The Parking REIT D&O Insurance $390,000 $29,000 -- First Insurance Funding 1 Year 3.70% 4/30/2019 (1) Secured by four properties, 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 Total interest expense incurred for the years ended December 31, 2019, was approximately $8.6 million. Total loan amortization cost for the year months ended December 31, 2019, was approximately $0.9 million. As of December 31, 2019, future principal payments on notes payable are as follows: 2020 $ 50,183,000 2021 2,058,000 2022 2,252,000 2023 2,498,000 2024 15,283,000 Thereafter 88,674,000 Less unamortized loan issuance costs (1,828,000) Total $ 159,120,000 2018 As of December 31, 2018, the principal balances on notes payable are as follows: Property Original Debt Amount Monthly Payment Balance as of 12/31/2018 Lender Term Interest Rate Loan Maturity MVP PF Ft. Lauderdale 2013, LLC (3) $4,300,000 $25,000 $3,830,000 KeyBank 5 Year 4.94% 2/1/2019 MVP Cincinnati Race Street, LLC $2,550,000 Interest Only $2,550,000 Multiple 1 Year 7.50% 3/25/2019 MVP Wildwood NJ Lot, LLC $1,000,000 Interest Only $1,000,000 Tigges Construction Co. 1 Year 7.50% 4/1/2019 The Parking REIT D&O Insurance $390,000 $28,000 $30,000 First Insurance Funding 1 Year 3.70% 4/30/2019 MVP San Jose 88 Garage, LLC(5) $1,645,000 Interest Only $2,500,000 Multiple 1 Year 7.50% 6/3/2019 MVP Raider Park Garage, LLC (4) $7,400,000 Interest Only $7,400,000 LoanCore 2 Year Variable 12/9/2020 MVP New Orleans Rampart, LLC (4) $5,300,000 Interest Only $5,300,000 LoanCore 2 Year Variable 12/9/2020 MVP Hawaii Marks Garage, LLC (4) $13,500,000 Interest Only $13,500,000 LoanCore 2 Year Variable 12/9/2020 MVP Milwaukee Wells, LLC (4) $2,700,000 Interest Only $2,700,000 LoanCore 2 Year Variable 12/9/2020 MVP Indianapolis City Park, LLC (4) $7,200,000 Interest Only $7,200,000 LoanCore 2 Year Variable 12/9/2020 MVP Indianapolis WA Street, LLC (4) $3,400,000 Interest Only $3,400,000 LoanCore 2 Year Variable 12/9/2020 Mabley Place Garage, LLC $9,000,000 $44,000 $8,362,000 Barclays 10 year 4.25% 12/6/2024 MVP Houston Saks Garage, LLC $3,650,000 $20,000 $3,357,000 Barclays Bank PLC 10 year 4.25% 8/6/2025 Minneapolis City Parking, LLC $5,250,000 $29,000 $4,928,000 American National Insurance, of NY 10 year 4.50% 5/1/2026 MVP Bridgeport Fairfield Garage, LLC $4,400,000 $23,000 $4,140,000 FBL Financial Group, Inc. 10 year 4.00% 8/1/2026 West 9 th $5,300,000 $30,000 $5,039,000 American National Insurance Co. 10 year 4.50% 11/1/2026 MVP Fort Worth Taylor, LLC $13,150,000 $73,000 $12,528,000 American National Insurance, of NY 10 year 4.50% 12/1/2026 MVP Detroit Center Garage, LLC $31,500,000 $194,000 $30,360,000 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 MVP Denver Sherman, LLC (1) $286,000 Interest Only $286,000 KeyBank 10 year * 4.90% 5/1/2027 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 MVP Louisville Broadway Station, LLC (2) $1,682,000 Interest Only $1,682,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 MVP Whitefront Garage, LLC (2) $6,454,000 Interest Only $6,454,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 MVP Houston Preston Lot, LLC (2) $1,627,000 Interest Only $1,627,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 MVP Houston San Jacinto Lot, LLC (2) $1,820,000 Interest Only $1,820,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 St. Louis Broadway, LLC (2) $1,671,000 Interest Only $1,671,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 St. Louis Seventh & Cerre, LLC (2) $2,057,000 Interest Only $2,057,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 MVP Indianapolis Meridian Lot, LLC (2) $938,000 Interest Only $938,000 Cantor Commercial Real Estate 10 year ** 5.03% 5/6/2027 MVP Preferred Parking, LLC $11,330,000 Interest Only $11,330,000 Key Bank 10 year ** 5.02% 8/1/2027 Less unamortized loan issuance costs ($2,443,000) $155,961,000 (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) St Paul Holiday Garage, 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) MVP 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, 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) On November 30, 2018, subsidiaries of the Company, consisting of MVP Hawaii Marks Garage, LLC, MVP Indianapolis City Park Garage, LLC, MVP Indianapolis Washington Street Lot, LLC, MVP New Orleans Rampart, LLC, MVP Raider Park Garage, LLC, and MVP Milwaukee Wells LLC (the “Borrowers”) entered into a loan agreement, dated as of November 30, 2018 (the “Loan Agreement”), with LoanCore Capital Credit REIT LLC (the “LoanCore”). Under the terms of the Loan Agreement, LoanCore agreed to loan the Borrowers $39.5 million to repay and discharge the outstanding KeyBank Revolving Credit Facility. The loan is secured by a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing on each of the properties owned by the Borrowers (the “Properties”). The loan bears interest at a floating rate equal to the sum of one-month LIBOR plus 3.65%, subject to a LIBOR minimum of 1.95%. Additionally, the Borrowers were required to purchase an Interest Rate Protection Agreement which caps its maximum LIBOR at 3.50% for the duration of the loan. Payments are interest-only for the duration of the loan, with the $39.5 million principal repayment due in a balloon payment due on December 9, 2020, with an option to extend the term until December 9, 2021 subject to certain conditions and payment obligations. The Borrowers have the right to prepay all or any part of the loan, subject to payment of any applicable Spread Maintenance Premium and Exit Fee (as defined in the Loan Agreement). The loan is also subject to mandatory prepayment upon certain events of Insured Casualty or Condemnation (as defined in the Loan Agreement). The Borrowers made customary representations and warranties to LoanCore and agreed to maintain certain covenants under the Loan Agreement, including but not limited to, covenants involving their existence; property taxes and other charges; access to properties, repairs, maintenance and alterations; performance of other agreements; environmental matters; title to properties; leases; estoppel statements; management of the Properties; special purpose bankruptcy remote entity status; change in business or operation of the Properties; debt cancellation; affiliate transactions; indebtedness of the Borrowers limited to Permitted Indebtedness (as defined in the Loan Agreement); ground lease reserve relating to MVP New Orleans’ Property; property cash flow allocation; liens on the Properties; ERISA matters; approval of major contracts; payments upon a sale of a Property; and insurance, notice and reporting obligations as set forth in the loan agreement. The Loan Agreement contains customary events of default and indemnification obligations. The loan proceeds were used to repay and discharge the KeyBank Credit Agreement, dated as of December 29, 2017, as amended, per the terms outlined in the third amendment to the Credit Agreement dated September 28, 2018, as previously filed on Form 8-K on October 2, 2018 and incorporated herein by reference. (5) Loan in the amount of $2,500,000 was originated on June 5, 2018 of which $1,645,000 was funded. Remaining balance available of $855,000 was funded on December 11, 2018. * 2 Year Interest Only ** 10 Year Interest Only The following table shows notes payable that had been paid in full during the year ended December 31, 2018. Property Original Debt Amount Monthly Payment Balance as of 12/31/2018 Lender Term Interest Rate Loan Maturity St. Louis Lucas (1)(3) $3,490,000 $20,000 -- Key Bank 10 year 4.59% 2/1/2026 Indianapolis Garage (2)(3) $8,200,000 $46,000 -- Key Bank 10 year 4.59% 2/1/2026 (1) Secured by three properties, including (i) MVP St. Louis Convention, (ii) MVP St. Louis Lucas and (iii) MVP KC Cherry. (2) Secured by two properties, including (i) MVP Indianapolis City Park and (ii) MVP Indianapolis Washington Street. (3) Loans were defeased through the sale of St Louis Lucas and Indianapolis Garage loans. MVP Indianapolis City Park and MVP Indianapolis Washington Street were added 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. Total interest expense incurred for the year ended December 31, 2018, was approximately $7.8 million. Total loan amortization cost for the year ended December 31, 2018, was approximately $1.7 million. As of December 31, 2018, future principal payments on the notes payable are as follows: 2019 $ 11,691,000 2020 41,454,000 2021 2,058,000 2022 2,252,000 2023 2,499,000 Thereafter 98,450,000 Less unamortized loan issuance costs (2,443,000) Total $ 155,961,000 |