Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 16, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55760 | |
Entity Registrant Name | Parking REIT, Inc. | |
Entity Central Index Key | 0001642985 | |
Entity Tax Identification Number | 47-3945882 | |
Entity Incorporation, State or Country Code | MD | |
Entity Address, Address Line One | 9130 WEST POST ROAD | |
Entity Address, Address Line Two | SUITE 200 | |
Entity Address, City or Town | LAS VEGAS | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89148 | |
City Area Code | 702 | |
Local Phone Number | 534-5577 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 7,327,696 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Investments in real estate | ||
Land and improvements | $ 128,284,000 | $ 136,607,000 |
Buildings and improvements | 163,668,000 | 170,276,000 |
Construction in progress | 1,151,000 | 714,000 |
Intangible Assets | 2,107,000 | 2,288,000 |
[us-gaap:RealEstateInvestmentPropertyAtCost] | 295,210,000 | 309,885,000 |
Accumulated depreciation | (15,789,000) | (12,049,000) |
Total investments in real estate, net | 279,421,000 | 297,836,000 |
Fixed Assets, net of accumulated depreciation of $69,000 and $42,000 as of September 30, 2020 and December 31, 2019, respectively | 72,000 | 21,000 |
Assets held for sale, net of accumulated depreciation of $212,000 | 3,288,000 | |
Cash | 3,466,000 | 7,707,000 |
Cash - restricted | 3,428,000 | 3,937,000 |
Prepaid expenses | 1,746,000 | 1,679,000 |
Accounts receivable, net | 2,832,000 | 929,000 |
Investment in DST | 2,931,000 | 2,836,000 |
Right of use leased asset | 1,309,000 | |
Due from related parties | 1,000 | |
Other assets | 190,000 | 111,000 |
Total assets | 295,396,000 | 318,344,000 |
Liabilities | ||
Notes payable, net of unamortized loan issuance costs of approximately $1.3 million and $1.8 million as of September 30, 2020 and December 31, 2019, respectively | 158,191,000 | 159,120,000 |
Accounts payable and accrued liabilities | 10,551,000 | 10,883,000 |
Right of use lease liability | 1,309,000 | |
Deferred management internalization | 17,800,000 | 17,800,000 |
Security Deposit | 138,000 | 138,000 |
Due to related parties | 54,000 | |
Deferred revenue | 122,000 | 104,000 |
Total liabilities | 188,111,000 | 188,099,000 |
Commitments and contingencies | ||
The Parking REIT, Inc. Stockholders' Equity | ||
Additional paid-in capital | 191,759,000 | 194,137,000 |
Accumulated deficit | (86,520,000) | (66,511,000) |
Total The Parking REIT, Inc. Shareholders' Equity | 105,239,000 | 127,626,000 |
Non-controlling interest | 2,046,000 | 2,619,000 |
Total equity | 107,285,000 | 130,245,000 |
Total liabilities and equity | 295,396,000 | 318,344,000 |
Preferred Stock Series A [Member] | ||
The Parking REIT, Inc. Stockholders' Equity | ||
Preferred stock | ||
Preferred Stock Series 1 [Member] | ||
The Parking REIT, Inc. Stockholders' Equity | ||
Preferred stock | ||
Non Voting Non Participating Convertible Stock [Member] | ||
The Parking REIT, Inc. Stockholders' Equity | ||
Common stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Fixed Assets, depreciation | $ 69,000 | $ 42,000 |
Assets held for sale, depreciation | 212,000 | |
Notes payable, unamortized loan issuance costs | $ 1,300,000 | $ 1,800,000 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 98,999,000 | 98,999,000 |
Common stock, shares issued | 7,327,696 | 7,332,811 |
Common stock, shares outstanding | 7,327,696 | 7,332,811 |
Preferred Stock Series A [Member] | ||
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, shares issued | 2,862 | 2,862 |
Preferred stock, shares outstanding | 2,862 | 2,862 |
Stated Liquidation Value | $ 2,862,000 | $ 2,862,000 |
Preferred Stock Series 1 [Member] | ||
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 97,000 | 97,000 |
Preferred stock, shares issued | 39,811 | 39,811 |
Preferred stock, shares outstanding | 39,811 | 39,811 |
Stated Liquidation Value | $ 39,811,000 | $ 39,811,000 |
Non Voting Non Participating Convertible Stock [Member] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues | ||||
Base rent income | $ 3,132,000 | $ 5,036,000 | $ 11,525,000 | $ 15,126,000 |
Management income | 303,000 | 596,000 | ||
Percentage rent income | 75,000 | 1,045,000 | 402,000 | 1,756,000 |
Total revenues | 3,510,000 | 6,081,000 | 12,523,000 | 16,882,000 |
Operating expenses | ||||
Property taxes | 955,000 | 734,000 | 2,460,000 | 2,254,000 |
Property operating expense | 263,000 | 421,000 | 1,374,000 | 1,157,000 |
Asset management expense - related party | 854,000 | |||
General and administrative | 1,452,000 | 1,625,000 | 4,681,000 | 3,737,000 |
Professional fees, net of reimbursement of insurance proceeds | 384,000 | 3,869,000 | 592,000 | 5,598,000 |
Management Internalization | 32,004,000 | |||
Acquisition expenses | 1,000 | 3,000 | 251,000 | |
Depreciation and amortization | 1,305,000 | 1,285,000 | 3,948,000 | 3,876,000 |
Impairment | 6,475,000 | 500,000 | 14,115,000 | 1,452,000 |
Total operating expenses | 10,834,000 | 8,435,000 | 27,173,000 | 51,183,000 |
Loss from operations | (7,324,000) | (2,354,000) | (14,650,000) | (34,301,000) |
Other income (expense) | ||||
Interest expense | (2,326,000) | (2,375,000) | (6,910,000) | (7,164,000) |
Gain from sale of investment in real estate | 2,294,000 | 694,000 | 2,294,000 | |
Other Income | 50,000 | 151,000 | 81,000 | |
Income from DST | 44,000 | 52,000 | 143,000 | 170,000 |
Total other income (expense) | (2,282,000) | 21,000 | (5,922,000) | (4,619,000) |
Net loss | (9,606,000) | (2,333,000) | (20,572,000) | (38,920,000) |
Less net income (expense) attributable to non-controlling interest | (530,000) | 62,000 | (563,000) | 62,000 |
Net loss attributable to The Parking REIT, Inc.'s stockholders | (9,076,000) | (2,395,000) | (20,009,000) | (38,982,000) |
Preferred stock distributions declared - Series A | (54,000) | (54,000) | (162,000) | (162,000) |
Preferred stock distributions declared - Series 1 | (696,000) | (696,000) | (2,088,000) | (2,088,000) |
Net loss attributable to The Parking REIT, Inc.'s common stockholders | $ (9,826,000) | $ (3,145,000) | $ (22,259,000) | $ (41,232,000) |
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 | $ (1.34) | $ (0.45) | $ (3.04) | $ (6.06) |
Distributions declared per common share | ||||
Weighted average common shares outstanding, basic and diluted | 7,327,697 | 6,933,520 | 7,329,499 | 6,804,228 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Changes in Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest | Total |
Beginning Balance at Dec. 31, 2018 | $ 183,382,000 | $ (23,953,000) | $ 2,691,000 | $ 162,120,000 | ||
Balance Common Shares at Dec. 31, 2018 | 6,542,797 | |||||
Balance Preferred Shares at Dec. 31, 2018 | 42,673 | |||||
Redeemed Shares | (60,000) | (60,000) | ||||
Redeemed Shares (Shares) | (2,433) | |||||
Distributions - Series A | (54,000) | (54,000) | ||||
Distributions - Series 1 | (696,000) | (696,000) | ||||
Net income (loss) | (1,753,000) | (1,000) | (1,754,000) | |||
Balance at Mar. 31, 2019 | 182,572,000 | (25,706,000) | 2,679,000 | 159,545,000 | ||
Balance Common Shares at Mar. 31, 2019 | 6,540,364 | |||||
Balance Preferred Shares at Mar. 31, 2019 | 42,673 | |||||
Beginning Balance at Dec. 31, 2018 | 183,382,000 | (23,953,000) | 2,691,000 | 162,120,000 | ||
Balance Common Shares at Dec. 31, 2018 | 6,542,797 | |||||
Balance Preferred Shares at Dec. 31, 2018 | 42,673 | |||||
Distributions to non-controlling interest | (42,000) | |||||
Redeemed Shares | (234,000) | |||||
Net income (loss) | (38,920,000) | |||||
Balance at Sep. 30, 2019 | 187,898,000 | (62,935,000) | 2,711,000 | 127,674,000 | ||
Balance Common Shares at Sep. 30, 2019 | 6,933,253 | |||||
Balance Preferred Shares at Sep. 30, 2019 | 42,673 | |||||
Beginning Balance at Mar. 31, 2019 | 182,572,000 | (25,706,000) | 2,679,000 | 159,545,000 | ||
Balance Common Shares at Mar. 31, 2019 | 6,540,364 | |||||
Balance Preferred Shares at Mar. 31, 2019 | 42,673 | |||||
Issuance of common stock | 7,000,000 | 7,000,000 | ||||
Issuance of common stock (Shares) | 400,000 | |||||
Redeemed Shares | (157,000) | (157,000) | ||||
Redeemed Shares (Shares) | (6,430) | |||||
Distributions - Series A | (54,000) | (54,000) | ||||
Distributions - Series 1 | (696,000) | (696,000) | ||||
Net income (loss) | (34,834,000) | 1,000 | (34,833,000) | |||
Balance at Jun. 30, 2019 | 188,665,000 | (60,540,000) | 2,665,000 | 130,790,000 | ||
Balance Common Shares at Jun. 30, 2019 | 6,933,934 | |||||
Balance Preferred Shares at Jun. 30, 2019 | 42,673 | |||||
Distributions to non-controlling interest | (16,000) | (16,000) | ||||
Redeemed Shares | (17,000) | (17,000) | ||||
Redeemed Shares (Shares) | (681) | |||||
Distributions - Series A | (54,000) | (54,000) | ||||
Distributions - Series 1 | (696,000) | (696,000) | ||||
Net income (loss) | (2,395,000) | 62,000 | (2,333,000) | |||
Balance at Sep. 30, 2019 | 187,898,000 | (62,935,000) | 2,711,000 | 127,674,000 | ||
Balance Common Shares at Sep. 30, 2019 | 6,933,253 | |||||
Balance Preferred Shares at Sep. 30, 2019 | 42,673 | |||||
Beginning Balance at Dec. 31, 2019 | 194,137,000 | (66,511,000) | 2,619,000 | $ 130,245,000 | ||
Balance Common Shares at Dec. 31, 2019 | 7,332,811 | 7,332,811 | ||||
Balance Preferred Shares at Dec. 31, 2019 | 42,673 | |||||
Distributions to non-controlling interest | (10,000) | $ (10,000) | ||||
Redeemed Shares | (68,000) | (68,000) | ||||
Redeemed Shares (Shares) | (2,741) | |||||
Distributions - Series A | (54,000) | (54,000) | ||||
Distributions - Series 1 | (696,000) | (696,000) | ||||
Net income (loss) | (1,150,000) | (5,000) | (1,155,000) | |||
Balance at Mar. 31, 2020 | 193,319,000 | (67,661,000) | 2,604,000 | 128,262,000 | ||
Balance Common Shares at Mar. 31, 2020 | 7,330,070 | |||||
Balance Preferred Shares at Mar. 31, 2020 | 42,673 | |||||
Beginning Balance at Dec. 31, 2019 | 194,137,000 | (66,511,000) | 2,619,000 | $ 130,245,000 | ||
Balance Common Shares at Dec. 31, 2019 | 7,332,811 | 7,332,811 | ||||
Balance Preferred Shares at Dec. 31, 2019 | 42,673 | |||||
Distributions to non-controlling interest | $ (10,000) | |||||
Redeemed Shares | (128,000) | |||||
Net income (loss) | (20,572,000) | |||||
Balance at Sep. 30, 2020 | 191,759,000 | (86,520,000) | 2,046,000 | $ 107,285,000 | ||
Balance Common Shares at Sep. 30, 2020 | 7,327,696 | 7,327,696 | ||||
Balance Preferred Shares at Sep. 30, 2020 | 42,673 | |||||
Beginning Balance at Mar. 31, 2020 | 193,319,000 | (67,661,000) | 2,604,000 | $ 128,262,000 | ||
Balance Common Shares at Mar. 31, 2020 | 7,330,070 | |||||
Balance Preferred Shares at Mar. 31, 2020 | 42,673 | |||||
Redeemed Shares | (60,000) | (60,000) | ||||
Redeemed Shares (Shares) | (2,374) | |||||
Distributions - Series A | (54,000) | (54,000) | ||||
Distributions - Series 1 | (696,000) | (696,000) | ||||
Net income (loss) | (9,783,000) | (28,000) | (9,811,000) | |||
Balance at Jun. 30, 2020 | 192,509,000 | (77,444,000) | 2,576,000 | 117,641,000 | ||
Balance Common Shares at Jun. 30, 2020 | 7,327,696 | |||||
Balance Preferred Shares at Jun. 30, 2020 | 42,673 | |||||
Distributions - Series A | (54,000) | (54,000) | ||||
Distributions - Series 1 | (696,000) | (696,000) | ||||
Net income (loss) | (9,076,000) | (530,000) | (9,606,000) | |||
Balance at Sep. 30, 2020 | $ 191,759,000 | $ (86,520,000) | $ 2,046,000 | $ 107,285,000 | ||
Balance Common Shares at Sep. 30, 2020 | 7,327,696 | 7,327,696 | ||||
Balance Preferred Shares at Sep. 30, 2020 | 42,673 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (20,572,000) | $ (38,920,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 3,948,000 | 3,876,000 |
Amortization of loan costs | 614,000 | 688,000 |
Amortization of right of use lease assets | 84,000 | |
Gain from sale of investment in real estate | (694,000) | (2,294,000) |
Deferred management internalization consideration | 31,800,000 | |
Impairment | 14,115,000 | 1,452,000 |
Income from DST | (143,000) | (170,000) |
Changes in operating assets and liabilities | ||
Due to/from related parties | (55,000) | 3,000 |
Accounts payable | (1,786,000) | 2,638,000 |
Lease liability | (84,000) | |
Loan fees | (44,000) | (275,000) |
Assets held for sale | (54,000) | |
Security deposits | ||
Other assets | (79,000) | (33,000) |
Deferred revenue | 18,000 | 106,000 |
Accounts Receivable | (603,000) | (305,000) |
Prepaid expenses | (67,000) | (1,715,000) |
Net cash used in operating activities | (5,348,000) | (3,203,000) |
Cash flows from investing activities: | ||
Building improvements | (921,000) | (1,324,000) |
Fixed asset purchase | (78,000) | |
Proceeds from Investments | 48,000 | 152,000 |
Proceeds from sale of investment in real estate | 1,436,000 | 3,674,000 |
Payment of deposit made for purchase of investment in real estate or debt | (97,000) | |
Deposits applied to purchase of investment in real estate or debt | 97,000 | |
Net cash provided by investing activities | 485,000 | 2,502,000 |
Cash flows from financing activities: | ||
Proceeds from note payable | 3,545,000 | 9,181,000 |
Payments on note payable | (2,544,000) | (5,666,000) |
Distribution to non-controlling interest | (10,000) | (42,000) |
Redeemed shares | (128,000) | (234,000) |
Preferred dividends paid to stockholders | (750,000) | (2,250,000) |
Net cash provided by financing activities | 113,000 | 989,000 |
Net change in cash and cash equivalents and restricted cash | (4,750,000) | 288,000 |
Cash and cash equivalents and restricted cash, beginning of period | 11,644,000 | 9,435,000 |
Cash and cash equivalents and restricted cash, end of period | 6,894,000 | 9,723,000 |
Reconciliation of Cash and Cash Equivalents and Restricted Cash: | ||
Cash and cash equivalents at beginning of period | 7,707,000 | 5,106,000 |
Restricted cash at beginning of period | 3,937,000 | 4,329,000 |
Cash and cash equivalents and restricted cash at beginning of period | 11,644,000 | 9,435,000 |
Cash and cash equivalents at end of period | 3,466,000 | 6,358,000 |
Restricted cash at end of period | 3,428,000 | 3,365,000 |
Cash and cash equivalents and restricted cash at end of period | 6,894,000 | 9,723,000 |
Supplemental disclosures of cash flow information: | ||
Interest Paid | 6,297,000 | 6,477,000 |
Non-cash investing and financing activities: | ||
Dividends declared not yet paid | 1,751,000 | 250,000 |
Deposits applied to purchase of investment in real estate or financing | (97,000) | |
Deferred management internalization | 24,800,000 | |
Issuance of common stock - internalization | 7,000,000 | |
Payments on note payable through sale of investment in real estate | (2,500,000) | (2,000,000) |
Recognition of use lease asset/liability | $ 1,393,000 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Sep. 30, 2020 | |
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,” “we,” “us” or “our”), is a Maryland corporation formed on May 4, 2015 and has elected to be taxed, and subject to the discussion below under the heading Income Taxes in Note B, has operated in a manner that allowed the Company to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2017 through December 31, 2019. As a result of the COVID-19 pandemic, the Company has entered into temporary lease amendments with some of its tenants. The income generated under these lease amendments do not constitute qualifying REIT income for purposes of the REIT gross income tests, and, as a result, the Company was not in compliance with the annual REIT income tests for the quarters ended June 30, 2020 and September 30, 2020. These REIT income tests are measured on an annual basis, and we are evaluating options and strategies that may enable us to maintain our REIT status for our taxable year ending December 31, 2020 notwithstanding our inability to comply with these income tests in the past two quarters. If implemented, these options and strategies, may have negative ancillary impacts on our business and operations, including potentially increasing our overall tax liability. If we determine that the potential negative impacts of these options outweigh the benefits of potentially maintaining our REIT status, we may choose not to implement any of these options. Moreover, even if we choose to implement any of these options, no assurances can be given that our implementation will be successful or that these options will in fact enable us to maintain our status as a REIT for our taxable year ending December 31, 2020. Accordingly, unless we choose, and are able, to successfully implement an alternative operating strategy, it is highly likely that the Company will no longer qualify as a REIT for the year ending December 31, 2020. If we fail to qualify as a REIT for our taxable year ended December 31, 2020, we would no longer be required to make distributions of our annual taxable income in order to maintain our REIT status and any distributions we make would not be deductible. Moreover, unless entitled to relief under specific statutory or administrative provisions, we would be ineligible to elect to be treated as a REIT for the four taxable years following 2020. We believe that we may not be entitled to this statutory relief, and there can be no assurances that we will be able to obtain such relief. 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. To a lesser extent, the Company may also invest in parking properties that contain other sources of rental income, potentially including office, retail, storage, residential, billboard or cell towers. The Company is the sole general partner of MVP REIT II Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”). The Company owns substantially all of its assets and conducts 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. The Company’s former advisor is MVP Realty Advisors, LLC, dba The Parking REIT Advisors (the “former Advisor”), a Nevada limited liability company, which is owned 60% by Vestin Realty Mortgage II, Inc. (“VRM II”) and 40% by Vestin Realty Mortgage I, Inc. (“VRM I”). Prior to the Internalization (as defined below), the former Advisor was 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 among the Company, the Operating Partnership and the former Advisor (the “Amended and Restated Advisory Agreement”), which became effective upon consummation of the Merger (as such term is defined below). VRM II and VRM I are Maryland corporations that trade on the OTC pink sheets and were managed by Vestin Mortgage, LLC, an affiliate of the former Advisor, prior to being internalized in January 2018. As part of the Company’s initial capitalization, 8,000 shares of common stock were sold for $200,000 to an affiliate of the former Advisor (as defined below). Merger of MVP REIT with Merger Sub, LLC 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 former Advisor entered into an agreement and plan of merger (the “Merger Agreement”), pursuant to which MVP I would merge with and into Merger Sub (the “Merger”). On December 15, 2017, the Merger was consummated. Following the Merger, the Company contributed 100% of its equity interests in Merger Sub to the Operating Partnership. 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, immediately following the Merger, owned approximately 59.7% of the Company's common stock. The Company was subsequently renamed “The Parking REIT, Inc.” Capitalization As of September 30, 2020, the Company had 7,327,696 shares of common stock issued and outstanding. On December 31, 2016, the Company ceased all selling efforts for the initial public offering of its common stock (the “Common Stock Offering”). The Company accepted additional subscriptions through March 31, 2017, the last day of the Common Stock Offering. In connection with its formation, the Company sold 8,000 shares of common stock to MVP Capital Partners II, LLC (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 had 2,862 Series A shares issued and outstanding as of September 30, 2020. 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 and closed the offering on January 31, 2018. The Company raised approximately $36.0 million, net of offering costs, in the Series 1 private placements and had 39,811 Series 1 shares issued and outstanding as of September 30, 2020. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note B — Summary of Significant Accounting Policies Basis of Accounting The accompanying unaudited condensed consolidated financial statements of the Company are prepared on the accrual basis of accounting and in accordance with principles generally accepted in the United States of America (“GAAP”) for interim financial information as contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), and in conjunction with rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited condensed consolidated financial statements include accounts and related adjustments, which are, in the opinion of management, of a normal recurring nature and necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim period. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The condensed consolidated balance sheet as of December 31, 2019 contained herein has been derived from the audited financial statements as of December 31, 2019 but does not include all disclosures required by GAAP. Liquidity Matters The Company has incurred net losses since its inception and anticipates net losses and negative operating cash flows for the near future. For the nine months ended September 30, 2020, the Company had a net loss of $20.0 million and had $6.9 million in cash, cash equivalents and restricted cash. In connection with preparing the condensed consolidated financial statements for the three and nine months ended September 30, 2020, management evaluated the extent of the impact from the COVID-19 pandemic on the Company’s business and its future liquidity for the next twelve months through November 16, 2021. Management has implemented the following plan to address the Company’s liquidity over the next twelve months plus a day from the filing of this Quarterly Report: · The Company completed the sale of the San Jose, California garage on May 26, 2020 at the contract price of $4.1 million. See Note I – Disposition of Investment in Real Estate · On March 24, 2020, the Company’s board of directors unanimously authorized the suspension of the payment of distributions on the Series A Preferred stock, however, such distributions will continue to accrue in accordance with the terms of the Series A. · On March 24, 2020, the Company’s board of directors unanimously authorized the suspension of the payment of distributions on the Series 1 Preferred Stock, however, such distributions will continue to accrue in accordance with the terms of the Series 1. · On March 24, 2020, the Board of Directors suspended all repurchases, even in the case of a shareholder’s death. · The Company is continuing to have discussions with its lenders in light of the current economic conditions and entered into one loan modification during the quarter ended June 30, 2020 and five loan modifications during the quarter ended September 30, 2020. · While the Company is currently unable to completely estimate the impact that the COVID-19 pandemic and efforts to contain its spread will have on the Company’s business and on its tenants, as of September 30, 2020, the Company has entered into thirty-five lease amendments with eight tenants/operators. The terms of such lease amendments generally provide for one of (i) a reduction in rent for a period of four to seven months, (ii) conversion of the lease to a management agreement pursuant to which the operator will receive a monthly fee; or (iii) extension of the lease. · The Company applied for the Paycheck Protection Program loan, guaranteed by the Small Business Administration (“SBA”), through Key Bank National Association, Inc., on April 3, 2020. This loan program is for companies with 500 or less employees, under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) signed by President Trump on March 27, 2020. On April 23, 2020 the Company received the funding for its CARES Act loan of approximately $348,000. Because these funds were used exclusively for employee payroll management expects this loan will not be required to be paid back under the terms of the CARES Act. · The Company is in preliminary discussions with LoanCore to exercise the one-year extension option in the loan agreement to extend the maturity of this loan on terms the Company can satisfy; however, there can be no assurance this option will be exercised. If the Company is unable to extend the maturity date and is unable to repay the loan at maturity, the lenders could foreclose upon the collateral securing the loan, in which case the Company would lose its significant amount of equity value in such collateral. See Company Indebtedness · The Company has plans to dispose of an asset within the next twelve months. Management disposed of two assets in 2019 and one asset during the nine - months ended September 30, 2020. If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. If the Company is unable to obtain additional financing, it may be required to significantly scale back its business and operations. The Company’s ability to raise additional capital will also be impacted by the recent outbreak of COVID-19. Based on this current business plan, the Company believes its existing cash, anticipated cash collections and cash inflows is sufficient to conduct planned operations for one year from the issuance of the September 30, 2020 financial statements. Consolidation The Company’s consolidated financial statements include its accounts, the accounts of the Company’s assets that were sold during 2020 and 2019 (as applicable), 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. The following list includes the subsidiaries that are included in the Company’s consolidated financial statements, not the number of properties owned by the Company at September 30, 2020 and 2019. MVP PF Memphis Poplar 2013, LLC MVP Indianapolis Meridian Lot, LLC White Front Garage Partners, LLC MVP PF St. Louis 2013, LLC MVP Milwaukee Clybourn, LLC Cleveland Lincoln Garage, LLC Mabley Place Garage, LLC MVP Milwaukee Arena Lot, LLC MVP Houston Preston, LLC MVP Denver Sherman, LLC MVP Clarksburg Lot, LLC MVP Houston San Jacinto Lot, LLC MVP Fort Worth Taylor, LLC MVP Denver Sherman 1935, LLC MVP Detroit Center Garage, LLC MVP Milwaukee Old World, LLC MVP Bridgeport Fairfield Garage, LLC St. Louis Broadway, LLC MVP Houston Saks Garage, LLC West 9 th St. Louis Seventh & Cerre, LLC MVP Milwaukee Wells, LLC MVP San Jose 88 Garage, LLC MVP Preferred Parking, LLC MVP Wildwood NJ Lot, LLC MCI 1372 Street, LLC MVP Raider Park Garage, LLC MVP Indianapolis City Park, LLC MVP Cincinnati Race Street, LLC MVP New Orleans Rampart, LLC MVP Indianapolis WA Street Lot, LLC MVP St. Louis Washington, LLC MVP Hawaii Marks Garage, LLC Minneapolis City Parking, LLC MVP St. Paul Holiday Garage, LLC MVP Minneapolis Venture, LLC MVP Louisville Station Broadway, LLC Under GAAP, the Company’s consolidated financial statements will also include the accounts of its consolidated subsidiaries and joint ventures in which the Company is the primary beneficiary, or in which the Company has a controlling interest. In determining whether the Company has a controlling interest in a joint venture and the requirement to consolidate the accounts of that entity, the Company’s management considers factors such as an entity’s purpose and design and the Company’s ability to direct the activities of the entity that most significantly impacts the entity’s economic performance, ownership interest, board representation, management representation, authority to make decisions and contractual and substantive participating rights of the partners/members as well as whether the entity is a variable interest entity in which it will absorb the majority of the entity’s expected losses, if they occur, or receive the majority of the expected residual returns, if they occur, or both. Equity investments in which the Company exercises significant influence but does not control and is not the primary beneficiary are accounted for using the equity method. The Company's share of its equity method investees' earnings or losses is included in other income in the accompanying condensed 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 fourteen and sixteen parking tenants/operators during the nine months ended September 30, 2020 and 2019, respectively. One tenant/operator, SP Plus Corporation (Nasdaq: SP) (“SP+”), represented 61.0% of the Company’s base parking rental revenue for the nine months ended September 30, 2020. SP+ is one of the largest providers of parking management in the United States. As of September 30, 2020, SP+ managed approximately 3,200 locations in North America. Below is a table that summarizes parking rent by tenant/operator as a percentage of the Company’s total base parking rental revenue for the periods presented: For The Nine Months Ended September 30, Parking Tenant 2020 2019 SP + 61.0% 58.1% Premier Parking 15.9% 16.3% Denison 6.4% 2.4% ISOM Management 5.1% 4.1% Interstate Parking 2.8% 2.9% 342 N Rampart 2.0% 3.1% TNSH, LLC 1.5% 1.2% Best Park 1.4% 0.3% St. Louis Parking 1.3% 2.1% Lanier 1.0% 2.6% ABM 0.7% 4.3% Riverside Parking 0.6% 1.0% Denver School 0.2% 0.2% Secure 0.1% 0.1% Premium Parking -- 1.3% In addition, the Company had concentrations in various cities based on parking rental revenue for the nine months ended September 30, 2020 and 2019, as well as concentrations in various cities based on the real estate the Company owned as September 30, 2020 and December 31, 2019. The below tables summarize this information by city. City Concentration for Parking Rental Revenue For the Nine Months Ended September 30, 2020 2019 Detroit 24.3% 17.4% Houston 12.2% 12.8% Fort Worth 10.1% 7.8% Cincinnati 8.2% 8.9% Indianapolis 6.4% 6.2% Lubbock 5.1% 4.1% Cleveland 4.5% 6.9% Honolulu 4.4% 4.8% Milwaukee 3.7% 3.2% Nashville 3.7% 3.5% St. Louis 3.6% 5.2% Minneapolis 2.9% 4.1% St Paul 2.8% 2.9% New Orleans 2.0% 3.1% Bridgeport 1.4% 2.1% Memphis 1.4% 1.6% San Jose 1.0% 2.3% Denver 0.7% 0.8% Louisville 0.6% 1.0% Clarksburg 0.4% 0.3% Wildwood 0.3% 0.4% Canton 0.3% 0.2% Ft. Lauderdale -- 0.4% Real Estate Investment Concentration by City As of September 30, 2020 As of December 31, 2019 Detroit 18.9% 17.6% Houston 11.6% 12.0% Fort Worth 9.3% 8.8% Cincinnati 8.1% 8.7% Honolulu 6.7% 6.7% Indianapolis 6.1% 5.8% Cleveland 5.7% 6.2% Lubbock 4.5% 3.7% St Louis 4.2% 4.4% Minneapolis 3.9% 4.4% Nashville 3.9% 3.7% Milwaukee 3.8% 3.8% St Paul 2.8% 2.7% Bridgeport 2.8% 2.6% New Orleans 2.6% 2.6% Memphis 1.2% 1.3% San Jose 1.2% 1.1% Denver 1.1% 1.0% Louisville 1.0% 1.0% Clarksburg 0.2% 0.2% Canton 0.2% 0.2% Wildwood 0.2% 0.4% Fort Lauderdale -- 1.1% 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 several 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, the property is written down to fair value and 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. The Company recorded impairment charges of approximately $6.5 million and $0.5 million for the three months ended September 30, 2020 and 2019, respectively. The Company recorded impairment charges of approximately $14.1 million and $1.4 million for the nine months ended September 30, 2020 and 2019, respectively. These charges were recorded to write down the carrying value of these assets to their current appraised values net of estimated closing costs. The appraisals were performed by independent third-party appraisers primarily using the income capitalization approach based on the contracted rent to be received from the operator or the sales comparison approach. The income capitalization approach reflects the property’s income-producing capabilities based on the assumption that value is created by the expectation of benefits to be derived in the future. The sales comparison approach utilizes sales of comparable properties, adjusted for differences, to indicate value. The following is a summary of the impairments for the nine months ended September 30, 2020: Property Impairment Valuation Method Mabley Place Garage $3,000,000 Income Capitalization MVP Houston Saks $2,500,000 Income Capitalization MVP Milwaukee Wells $620,000 Sales Comparison MVP Wildwood NJ Lot $535,000 Sales Comparison MVP Indianapolis Meridian $50,000 Income Capitalization MVP Clarksburg Lot $90,000 Income Capitalization Minneapolis City Parking $320,000 Sales Comparison 33740 Crown Colony $95,000 Income Capitalization MVP St Louis Washington $1,320,000 Income Capitalization MVP Cincinnati Race Street $500,000 Income Capitalization MVP Louisville Broadway $100,000 Income Capitalization Cleveland Lincoln Garage $2,725,000 Income Capitalization MVP Preferred Parking $740,000 Sales Comparison MVP New Orleans Rampart $270,000 Income Capitalization MVP Hawaii Marks Garage $1,250,000 Income Capitalization Total $14,115,000 The following is a summary of the impairments for the nine months ended September 30, 2019: Property 2019 Impairment Valuation Method MVP Memphis Court $558,000 Sales Comparison Minneapolis City Parking $500,000 Income Capitalization MVP San Jose 88 Garage $344,000 Income Capitalization MVP St Louis Washington $50,000 Income Capitalization Total $1,452,000 Cash The Company maintains a significant portion of its cash deposits at KeyBank, which are held by the Company’s subsidiaries allowing the Company to maximize FDIC insurance coverage. The balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) under the same ownership category of $250,000. As of September 30, 2020, and December 31, 2019, the Company had approximately $0.7 million and $2.7 million, respectively, in excess of the federally insured limits. As of the date of this filing, 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. If 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 are expensed as incurred. During the three and nine months ended September 30, 2020 and 2019, 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, considering 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 several 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 former 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 former Advisor’s employees and employees of the former 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 Commencing with its taxable year ended December 31, 2017 through December 31, 2019, and subject to the discussion below relating to the Company’s REIT status from and after January 1, 2020, the Company has operated in a manner to qualify as a REIT under Sections 856 to 860 of the Code. A REIT is generally not subject to federal income tax on that portion of its REIT taxable income, which is distributed to its stockholders, provided that at least 90% of such taxable income is distributed and provided that certain other requirements are met. The Company’s REIT taxable income may substantially exceed or be less than the income calculated according to GAAP. In addition, the Company will be subjected to corporate income tax to the extent that less than 100% of the net taxable income is distributed, including any net capital gain. 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 September 30, 2020. 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 should be recorded, and further whether any such assets would 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 long as the Company continues to qualify as a REIT, it will generally not be subject to corporate level federal income taxes on earnings distributed to its stockholders and therefore may not realize any benefit from deferred tax assets arising during 2019 or any prior period in which the Company maintained its status as a REIT. The Company intends to distribute at least 100% of its taxable income annually for every year in which the Company is a REIT. As of September 30, 2020, as a result of the COVID-19 pandemic, the Company has entered into temporary lease amendments with some of its tenants. The Company was compelled to make certain of these amendments in response to challenging market conditions faced by its lessees and operating partners due to the significant negative impact of COVID-19 on demand for parking in many of the markets in which the Company owns properties, particularly in major population centers. At the time the leases were amended, the Company intended for the amendments to be temporary and did not believe that the amendments would cause the Company to fail its REIT income tests for the 2020 year. Because the COVID-19 pandemic has continued to negatively impact the Company and its operating partners and lessees longer than anticipated, the Company has not yet been able to amend all of its agreements back to their original form. The income generated under these lease amendments do not constitute qualifying REIT income for purposes of the REIT gross income tests. As a result, the Company was not in compliance with the annual REIT income tests for the quarters ended June 30, 2020 and September 30, 2020. These REIT income tests are measured on an annual basis, and we are evaluating options and strategies that may enable us to maintain our REIT status for our taxable year ending December 31, 2020 notwithstanding our inability to comply with these income tests in the past two quarters. If implemented, these options and strategies may have negative ancillary impacts on our business and operations, including potentially increasing our overall tax liability. If we determine that the potential negative impacts of these options outweigh the benefits of potentially maintaining our REIT status, we may choose not to implement any of these options. Moreover, even if we choose to implement any of these options, no assurances can be given that our implementation will be successful or that these options will in fact enable us to maintain our status as a REIT for our taxable year ending December 31, 2020. Accordingly, unless we choose, and are able, to successfully implement an alternative operating strategy, it is highly likely that the Company will no longer qualify as a REIT for the year ending December 31, 2020. If we fail to qualify as a REIT for our taxable year ended December 31, 2020, we would no longer be required to make distributions of our annual taxable income in order to maintain our REIT status and any distributions we make would not be deductible by us. Moreover, unless entitled to relief under specific statutory or administrative provisions, we would be ineligible to elect to be treated as a REIT for the four taxable years following 2020. We believe that we may not be entitled to this statutory relief, and there can be no assurances that we will be able to obtain such relief. Given projected losses in 2020, as well as the potential tax benefit of net operating loss carryforwards that the Company does not anticipate utilizing as long as it maintains its status as a REIT, the Company will continue to evaluate its current and deferred income tax situation (including the appropriateness of recording a deferred tax asset for net operating losses) throughout the year as there is additional clarity about the impact of the COVID-19 pandemic |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note C — Commitments and Contingencies Environmental Matters Investments in real property create the potential for environmental liability on the part of the owner or operator of such real property. If hazardous substances are discovered on or emanating from a property, the owner or operator of the property may be held strictly liable for all costs and liabilities relating to such hazardous substances. The Company has obtained a Phase I environmental study (which involves inspection without soil sampling or ground water analysis) conducted by independent environmental consultants on each of the properties and, in certain instances, has conducted additional investigation, including a Phase II environmental assessment. Furthermore, the Company has adopted a policy of conducting a Phase I environmental study on each property acquired and any additional investigation as warranted. During the Company’s predecessor’s due diligence of a property purchased on December 15, 2017 (originally purchased by predecessor on March 31, 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 September 30, 2020, management has not received the closure letter, however the Company does not anticipate a material adverse effect related to this environmental matter. The Company believes that it complies, in all material respects, with all federal, state and local ordinances and regulations regarding hazardous or toxic substances. Furthermore, as of September 30, 2020, 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 | 9 Months Ended |
Sep. 30, 2020 | |
Real Estate [Abstract] | |
Investments in Real Estate | Note D – Investments in Real Estate As of September 30, 2020, 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 / Operator MVP Cleveland West 9th (1) Cleveland, OH 5/11/2016 Lot 260 2 N/A $5,845,000 SP + 33740 Crown Colony (1) Cleveland, OH 5/17/2016 Lot 82 0.54 N/A $2,954,000 SP + 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 $5,848,000 SP + MVP St. Louis Washington St Louis, MO 7/18/2016 Lot 63 0.39 N/A $1,637,000 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 $3,007,000 Riverside Parking White Front Garage Partners Nashville, TN 9/30/2016 Garage 155 0.26 N/A $11,672,000 Premier Parking Cleveland Lincoln Garage Cleveland, OH 10/19/2016 Garage 536 1.14 45,272 $8,272,000 SP + MVP Houston Preston Lot Houston, TX 11/22/2016 Lot 46 0.23 N/A $2,820,000 Premier Parking MVP Houston San Jacinto Lot Houston, TX 11/22/2016 Lot 85 0.65 240 $3,250,000 Premier Parking MVP Detroit Center Garage Detroit, MI 2/1/2017 Garage 1,275 1.28 N/A $55,477,000 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 (4) Houston, TX 8/1/2017 Garage/Lot 528 0.98 784 $20,479,000 Premier Parking MVP Raider Park Garage Lubbock, TX 11/21/2017 Garage 1,495 2.15 20,536 $13,517,000 ISOM Management MVP PF Memphis Poplar Memphis, TN 12/15/2017 Lot 127 0.87 N/A $3,669,000 Best Park MVP PF St. Louis St Louis, MO 12/15/2017 Lot 183 1.22 N/A $5,041,000 SP + Mabley Place Garage (2) Cincinnati, OH 12/15/2017 Garage 775 0.9 8,400 $18,210,000 SP + MVP Denver Sherman Denver, CO 12/15/2017 Lot 28 0.14 N/A $705,000 Denver School MVP Fort Worth Taylor Fort Worth, TX 12/15/2017 Garage 1,013 1.18 11,828 $27,663,000 SP + MVP Milwaukee Old World Milwaukee, WI 12/15/2017 Lot 54 0.26 N/A $2,044,000 SP + MVP Houston Saks Garage Houston, TX 12/15/2017 Garage 265 0.36 5,000 $7,923,000 Premier Parking MVP Milwaukee Wells Milwaukee, WI 12/15/2017 Lot 148 1.07 N/A $4,463,000 Symphony MVP Wildwood NJ Lot 1 (3) Wildwood, NJ 12/15/2017 Lot 29 0.26 N/A $278,000 SP + MVP Wildwood NJ Lot 2 (3) Wildwood, NJ 12/15/2017 Lot 45 0.31 N/A $419,000 SP+ MVP Indianapolis City Park Indianapolis, IN 12/15/2017 Garage 370 0.47 N/A $10,934,000 Denison MVP Indianapolis WA Street Indianapolis, IN 12/15/2017 Lot 141 1.07 N/A $5,749,000 Denison MVP Minneapolis Venture Minneapolis, MN 12/15/2017 Lot 195 1.65 N/A $4,013,000 N/A Minneapolis City Parking Minneapolis, MN 12/15/2017 Lot 268 1.98 N/A $7,718,000 SP + MVP Indianapolis Meridian Indianapolis, IN 12/15/2017 Lot 36 0.24 N/A $1,551,000 Denison MVP Milwaukee Clybourn Milwaukee, WI 12/15/2017 Lot 15 0.06 N/A $262,000 Secure MVP Milwaukee Arena Lot Milwaukee, WI 12/15/2017 Lot 75 1.11 N/A $4,631,000 SP + MVP Clarksburg Lot Clarksburg, WV 12/15/2017 Lot 94 0.81 N/A $625,000 ABM MVP Denver Sherman 1935 Denver, CO 12/15/2017 Lot 72 0.43 N/A $2,533,000 SP + MVP Bridgeport Fairfield Bridgeport, CT 12/15/2017 Garage 878 1.01 4,349 $8,268,000 SP + MVP New Orleans Rampart New Orleans, LA 2/1/2018 Lot 78 0.44 N/A $7,835,000 342 N. Rampart MVP Hawaii Marks Garage Honolulu, HI 6/21/2018 Garage 311 0.77 16,205 $19,951,000 SP + Construction in progress $1,151,000 Total Investment in real estate and fixed assets $295,210,000 (1) These properties are held by West 9th St. Properties II, LLC. (2) The Company holds an 83.3% undivided interest in the Mabley Place Garage pursuant to a tenancy-in-common agreement and is the Managing Co-Owner of the property. (3) These properties are held by MVP Wildwood NJ Lot, LLC. (4) MVP Preferred Parking, LLC holds a Garage and a Parking Lot. |
Related Party Transactions and
Related Party Transactions and Arrangements | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Note E — Related Party Transactions and Arrangements The transactions described in this Note were approved by a majority of the Company’s board of directors (including a majority of the independent directors) not otherwise interested in such transactions 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 As of September 30, 2020, the Sponsor owned 9,108 shares, VRM II owned 844,960 shares and VRM I owned 456,834 shares of the Company’s outstanding common stock. Ownership of the Former Advisor VRM I and VRM II own 40% and 60%, respectively, of the former 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 former Advisor. |
Economic Dependency
Economic Dependency | 9 Months Ended |
Sep. 30, 2020 | |
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 former 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 securities 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 former Advisor paid the Company’s organization and offering expenses. As a result of these relationships, the Company is dependent upon the former Advisor and its affiliates. If these companies are unable to provide the Company with the respective services, including loan guaranties, the Company may be required to find alternative providers of these services. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note G — Stock-Based Compensation Long-Term Incentive Plan The Company’s board of directors has adopted a long-term incentive plan which the Company may use to attract and retain qualified directors, officers, employees and consultants. The Company’s long-term incentive plan will offer these individuals an opportunity to participate in the Company’s growth through awards in the form of, or based on, the Company’s common stock. The Company currently anticipates that it will not issue awards under the Company’s long-term incentive plan, although it may do so in the future, including possible equity grants to the Company’s independent directors as a form of compensation. The long-term incentive plan authorizes the granting of restricted stock, stock options, stock appreciation rights, restricted or deferred stock units, dividend equivalents, other stock-based awards and cash-based awards to directors, officers, employees and consultants of the Company and the Company’s affiliates selected by the board of directors for participation in the Company’s long-term incentive plan. Stock options granted under the long-term incentive plan will not exceed an amount equal to 10% of the outstanding shares of the Company’s common stock on the date of grant of any such stock options. Stock options may not have an exercise price that is less than the fair market value of a share of the Company’s common stock on the date of grant. The Company’s board of directors or a committee appointed by its board of directors will administer the long-term incentive plan, with sole authority to determine all of the terms and conditions of the awards, including whether the grant, vesting or settlement of awards may be subject to the attainment of one or more performance goals. No awards will be granted under the long-term incentive plan if the grant or vesting of the awards would jeopardize the Company’s status as a REIT under the Code or otherwise violate the ownership and transfer restrictions imposed under its charter. Unless otherwise determined by the Company’s board of directors, no award granted under the long-term incentive plan will be transferable except through the laws of descent and distribution. The Company has authorized and reserved an aggregate maximum number of 500,000 common shares for issuance under the long-term incentive plan. In the event of a transaction between the Company and its stockholders that causes the per-share value of the Company’s common stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering or large nonrecurring cash dividend), the share authorization limits under the long-term incentive plan will be adjusted proportionately and the board of directors will make such adjustments to the long-term incentive plan and awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. In the event of a stock split, a stock dividend or a combination or consolidation of the outstanding shares of common stock into a lesser number of shares, the authorization limits under the long-term incentive plan will automatically be adjusted proportionately and the shares then subject to each award will automatically be adjusted proportionately without any change in the aggregate purchase price. The Company’s board of directors may in its sole discretion at any time determine that all or a portion of a participant’s awards will become fully vested. The board may discriminate among participants or among awards in exercising such discretion. The long-term incentive plan will automatically expire on the tenth anniversary of the date on which it is approved by the board of directors and stockholders, unless extended or earlier terminated by the board of directors. The Company’s board of directors may terminate the long-term incentive plan at any time. The expiration or other termination of the long-term incentive plan will not, without the participant’s consent, have an adverse impact on any award that is outstanding at the time the long-term incentive plan expires or is terminated. The board of directors may amend the long-term incentive plan at any time, but no amendment will adversely affect any award without the participant’s consent and no amendment to the long-term incentive plan will be effective without the approval of the Company’s stockholders if such approval is required by any law, regulation or rule applicable to the long-term incentive plan. During the three and nine months ended September 30, 2020 and 2019, no grants were made under the long-term incentive plan. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note H – Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases – (Topic 842) Note M – Right of Use Leased Asset and Lease Liability In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities |
Disposition Investments in Real
Disposition Investments in Real Estate | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposition Investments in Real Estate | Note I — Disposition of Investment in Real Estate On May 26, 2020, the Company, through an entity wholly owned by the Company, sold a parking garage in San Jose, California for cash consideration of $4.1 million to UC 88 Garage Owner LLC, a third-party buyer. The Company used $2.5 million of the proceeds to pay off the existing promissory note secured by the MVP San Jose 88 Garage, LLC. The property was originally purchased in June 2016 for approximately $3.6 million. The gain on sale is approximately $0.7 million. The following is summary of the results of operations related to the parking garage in San Jose for the three and nine months ended September 30, 2020: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Revenue $ -- $ 113,000 $ 113,000 $ 338,000 Expenses * -- 102,000 191,000 705,000 Income/(Loss) from assets held for sale, net of income taxes $ -- $ 11,000 $ (78,000) $ (367,000) *Includes $343,000 impairment in 2019 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note J — Notes Payable As of September 30, 2020, the principal balances on notes payable are as follows: Property Original Debt Amount Monthly Payment Balance as of 09/30/20 Lender Term Interest Rate Loan Maturity MVP Cincinnati Race Street, LLC (6) $2,550,000 Interest Only $2,550,000 Multiple 1 Year 7.50% 4/30/2021 MVP Wildwood NJ Lot, LLC (6) $1,000,000 Interest Only $1,000,000 Tigges Construction Co. 1 Year 7.50% 4/30/2021 The Parking REIT D&O Insurance $1,185,000 $150,000 $744,000 MetaBank 1 Year 3.60% 2/28/2021 Minneapolis Venture (6) $2,000,000 Interest Only $2,000,000 Multiple 1 Year 8.00% 04/30/2021 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 Clarksburg Lot (6) $476,000 Interest Only $476,000 Multiple 1 Year 7.50% 5/21/2021 MCI 1372 Street (6) $574,000 Interest Only $574,000 Multiple 1 Year 7.50% 5/27/2021 MVP Milwaukee Old World (6) $771,000 Interest Only $771,000 Multiple 1 Year 7.50% 5/27/2021 MVP Milwaukee Clybourn (6) $191,000 Interest Only $191,000 Multiple 1 Year 7.50% 5/27/2021 SBA PPP Loan $348,000 $14,700 $348,000 Small Business Administration 2 Year 1.00% 10/22/2022 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 (8) $9,000,000 $44,000 $8,052,000 Barclays 10 year 4.25% 12/6/2024 MVP Houston Saks Garage, LLC $3,650,000 $20,000 $3,189,000 Barclays Bank PLC 10 year 4.25% 8/6/2025 Minneapolis City Parking, LLC (7) $5,250,000 $29,000 $4,694,000 American National Insurance, of NY 10 year 4.50% 5/1/2026 MVP Bridgeport Fairfield Garage, LLC (5) $4,400,000 $23,000 $3,965,000 FBL Financial Group, Inc. 10 year 4.00% 8/1/2026 West 9 th $5,300,000 $30,000 $4,808,000 American National Insurance Co. 10 year 4.50% 11/1/2026 MVP Fort Worth Taylor, LLC (7) $13,150,000 $73,000 $11,959,000 American National Insurance, of NY 10 year 4.50% 12/1/2026 MVP Detroit Center Garage, LLC $31,500,000 $194,000 $29,212,000 Bank of America 10 year 5.52% 2/1/2027 MVP St. Louis Washington, LLC (1) $1,380,000 $8,000 $1,341,000 KeyBank 10 year * 4.90% 5/1/2027 St. Paul Holiday Garage, LLC (1) $4,132,000 $24,000 $4,013,000 KeyBank 10 year * 4.90% 5/1/2027 Cleveland Lincoln Garage, LLC (1) $3,999,000 $23,000 $3,884,000 KeyBank 10 year * 4.90% 5/1/2027 MVP Denver Sherman, LLC (1) $286,000 $2,000 $277,000 KeyBank 10 year * 4.90% 5/1/2027 MVP Milwaukee Arena Lot, LLC (1) $2,142,000 $12,000 $2,081,000 KeyBank 10 year * 4.90% 5/1/2027 MVP Denver Sherman 1935, LLC (1) $762,000 $4,000 $740,000 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 ($1,257,000) $158,191,000 (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, 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. The Company is in preliminary discussions with LoanCore to exercise the one-year extension option in the loan agreement to extend the maturity of this loan; however, there can be no assurance this option will be exercised. If the Company is unable to extend the maturity date and is unable to repay the loan at maturity, the lenders could foreclose upon the collateral securing the loan, in which case the Company would lose its significant amount of equity value in such collateral. On July 9, 2020, the Company entered into a loan modification agreement with LoanCore Capital Credit REIT, LLC for the following notes payable: (i) MVP Raider Park Garage, LLC, (ii) MVP New Orleans Rampart, LLC, (iii) MVP Hawaii Marks Garage, LLC, (iv) MVP Milwaukee Wells, LLC, (v) MVP Indianapolis City Park, LLC, (vi) MVP Indianapolis WA Street, LLC. The Agreement defers a portion of the required monthly interest payments from June 2020 through November 2020 and reduces the LIBOR Floor from 1.95% to 0.50%, the Modified LIBOR Floor. (5) Due to the impact of COVID-19, on May 12, 2020, the Company entered into a Loan Modification Agreement with Farm Bureau Life Insurance Company providing for a ninety-day interest-only period commencing with the payment due June 1, 2020 and continuing through the payment due August 1, 2020. During the interest only period, the monthly installments due under the Note are modified to provide for payment of accrued interest only in the amount of $13,384. (6) Loan agreement provides automatic six-month extensions. (7) On July 31, 2020, the Company entered into three loan modification agreements with American National Insurance Company (“ANICO”) for the following three loans: (i) Minneapolis City Parking, LLC, (ii) West 9 th (8) On August 4, 2020, the Company’s wholly owned subsidiary (Mabley Place Garage, LLC) entered into a loan modification agreement with Wells Fargo Bank, National Association, as Trustee for the Benefit of the Registered Holders of JPMBB Commercial Mortgage Securities Trust 2015-C27 (the “Lender”). Under the terms of the agreement, the Lender will permit the Company to apply funds in an amount up to $43,000 per month from a replacement reserve account, to the extent there are sufficient funds available, to pay all or any portion of the monthly debt service payment amount then due for the May, June, July and August 2020 payment dates. * 2 Year Interest Only ** 10 Year Interest Only Total interest expense incurred for each of the three months ended September 30, 2020 and 2019 was approximately $2.1 million. Total loan amortization cost for each of the three months ended September 30, 2020 and 2019, was approximately $0.2 million. Total interest expense incurred for the nine months ended September 30, 2020 and 2019, was approximately $6.3 million and $6.5 million, respectively. Total loan amortization cost for the nine months ended September 30, 2020 and 2019, was approximately $0.6 million and $0.7 million, respectively. As of September 30, 2020, future principal payments on notes payable are as follows: 2020 $ 48,654,000 2021 2,087,000 2022 2,252,000 2023 2,498,000 2024 15,283,000 Thereafter 88,674,000 Less unamortized loan issuance costs (1,257,000) Total $ 158,191,000 The following table shows notes payable paid in full during the nine months ended September 30, 2020: Property Original Debt Amount Monthly Payment Balance as of 09/30/20 Lender Term Interest Rate Loan Maturity MVP San Jose 88 Garage, LLC $1,645,000 Interest Only -- Multiple 1 Year 7.50% 6/30/2020 The Parking REIT D&O Insurance $1,681,000 $171,000 -- MetaBank 1 Year 8.00% 4/30/2020 |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Note K — Fair Value A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability in an orderly transaction. The hierarchy for inputs used in measuring fair value are as follows: 1. 2. 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. The Company's financial instruments include cash and cash equivalents, restricted cash, accounts payable and accrued expenses. Due to their short maturities, the carrying amounts of these assets and liabilities approximate fair value. Assets and liabilities measured at fair value Level 3 on a non-recurring basis may include Assets Held for Sale. |
Investment In DST
Investment In DST | 9 Months Ended |
Sep. 30, 2020 | |
Real Estate [Abstract] | |
Investment In DST | Note L – 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 former Advisor, pending the private placements of additional beneficial interest in MVP St. Louis exempt from registration under the Securities Act. VRM II and Michael V. Shustek, the Company’s Chairman and Chief Executive Officer, provided non-recourse carveout guaranties of the loan and environmental indemnities of St. Louis Lender. Also, concurrently with the acquisition of the Property, MVP St. Louis, as landlord, entered into a 10-year master lease (the “St. Louis Master Lease”), with MVP St. Louis Cardinal Lot Master Tenant, LLC, an affiliate of the former Advisor, 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. For the three months ended September 30, 2020 and 2019, distributions received were none and $52,000 respectively. For the nine months ended September 30, 2020 and 2019, distributions received were $34,000 and $170,000, respectively. The Company conducted an analysis and concluded 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 through 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 former Advisor was the advisor to the Company. The Company is controlled by its independent board of directors and its shareholders. In addition, the former Advisor 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 can direct the most significant activities of the DST. The former Advisor 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, the former 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 former Advisor. In addition, the Company does not have the power to direct or change the activities of the Trust and shares income and losses pari passu with the other owners. 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 September 30, 2020 December 31, 2019 (Unaudited) (Unaudited) ASSETS Investments in real estate and fixed assets $ 11,512,000 $ 11,512,000 Cash 1,000 28,000 Cash – restricted 31,000 24,000 Due from related parties 158,000 -- Prepaid expenses 12,000 10,000 Total assets $ 11,714,000 $ 11,574,000 LIABILITIES AND EQUITY Liabilities Notes payable, net of unamortized loan issuance costs of approximately $47,000 and $46,000 as of September 30, 2020 and December 31, 2019, respectively $ 5,953,000 $ 5,954,000 Accounts payable and accrued liabilities 303,000 93,000 Due to related party -- 57,000 Total liabilities 6,256,000 6,104,000 Equity Member’s equity 6,129,000 6,129,000 Offering costs (574,000) (574,000) Accumulated earnings 1,220,000 952,000 Distributions to members (1,317,000) (1,037,000) Total equity 5,458,000 5,470,000 Total liabilities and equity $ 11,714,000 $ 11,574,000 Summarized Statements of Operations—Unconsolidated Real Estate Affiliates—Equity Method Investments For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Revenue $ 182,000 $ 183,000 $ 547,000 $ 556,000 Expenses (99,000) (91,000) (279,000) (269,000) Net income $ 83,000 $ 92,000 $ 268,000 $ 287,000 |
Right of Use Leased Asset and L
Right of Use Leased Asset and Lease Liability | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Right of Use Leased Asset and Lease Liability | Note M – Right of Use Leased Asset and Lease Liability The Company executed a lease agreement for its office space at 9130 W. Post Rd., Suite 200, Las Vegas, NV 89148 with a commencement date of January 10, 2020. The lease has a ten-year term with an annual payment of $180,480 per annum during the lease term. The lease is accounted for as an operating lease under ASU 2016-02, Leases – (Topic 842). As of September 30, 2020, future lease liability is as follows: 2020 $ 37,000 2021 114,000 2022 121,000 2023 127,000 2024 134,000 Thereafter 776,000 Total $ 1,309,000 |
Legal
Legal | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal | Note N — Legal Federal Action On March 12, 2019, stockholder SIPDA Revocable Trust (“SIPDA”) filed a purported class action complaint in the United States District Court for the District of Nevada, against the Company and certain of its current and former officers and directors. SIPDA filed an Amended Complaint on October 11, 2019. The Amended Complaint purports to assert class action claims on behalf of all public shareholders of the Company and MVP I between August 11, 2017 and April 1, 2019 in connection with the (i) August 2017 proxy statements filed with the SEC to obtain shareholder approval for the merger of the Company and MVP I (the “proxy statements”), and (ii) August 2018 proxy statement filed with the SEC to solicit proxies for the election of certain directors (the “2018 proxy statement”). The Amended Complaint alleges, among other things, that the 2017 proxy statements failed to disclose that two major reasons for the merger and certain charter amendments implemented in connection therewith were (i) to facilitate the execution of an amended advisory agreement that allegedly was designed to benefit Mr. Shustek financially in the event of an internalization and (ii) to give Mr. Shustek the ability to cause the Company to internalize based on terms set forth in the amended advisory agreement. The Amended Complaint further alleges, among other things, that the 2018 proxy statement failed to disclose the Company’s purported plan to internalize its management function. The Amended Complaint alleges, among other things, (i) that all defendants violated Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, by disseminating proxy statements that allegedly contain false and misleading statements or omit to state material facts; (ii) that the director defendants violated Section 20(a) of the Exchange Act; and (iii) that the director defendants breached their fiduciary duties to the members of the class and to the Company. The Amended Complaint seeks, among other things, unspecified damages; declaratory relief; and the payment of reasonable attorneys' fees, accountants' and experts' fees, costs and expenses. On June 13, 2019, the court granted SIPDA’s motion for Appointment as Lead Plaintiff. The litigation is still at a preliminary stage. On January 9, 2020, the Company and the Board of Directors moved to dismiss the Amended Complaint. The Company and the Board of Directors have reviewed the allegations in the Amended Complaint and believe the claims asserted against them in the Amended Complaint are without merit and intend to vigorously defend this action. Maryland Actions On May 31, 2019, and June 27, 2019, alleged stockholders filed class action lawsuits alleging direct and derivative claims against the Company, certain of our officers and directors, MVP Realty Advisors, Vestin Realty Mortgage I, and Vestin Realty Mortgage II in the Circuit Court for Baltimore City, captioned Arthur Magowski v. The Parking REIT, Inc., et. al, No. 24-C-19003125 (filed on May 31, 2019) (the “Magowski Complaint”) and Michelle Barene v. The Parking REIT, Inc., et. al, No. 24-C-19003527 (filed on June 27, 2019) (the “Barene Complaint”). The Magowski Complaint asserts purportedly direct claims on behalf of all stockholders (other than the defendants and persons or entities related to or affiliated with any defendant) for breach of fiduciary duty and unjust enrichment arising from the Company’s decision to internalize its advisory function. In this Complaint, Plaintiff Magowski asserts that the stockholders have allegedly been directly injured by the internalization and related transactions. The Barene Complaint asserts both direct and derivative claims for breach of fiduciary duty arising from substantially similar allegations as those contained in the Magowski Complaint. The purportedly direct claims are asserted on behalf of the same class of stockholder as the purportedly direct claims in the Magowski Complaint, and the derivative claims in the Barene Complaint are asserted on behalf of the Company. On September 12 and 16, 2019, the defendants filed motions to dismiss the Magowski and Barene complaints, respectively. The Magowski and Barene Complaints seek, among other things, damages; declaratory relief; equitable relief to reverse and enjoin the internalization transaction; and the payment of reasonable attorneys' fees, accountants' and experts' fees, costs and expenses. The actions are at a preliminary stage. The Company and the board of directors intend to vigorously defend against these lawsuits. The Magowski Complaint also previewed that a stockholder demand would be made on the Board to take action with respect to claims belonging to the Company for the alleged injury to the Company. On June 19, 2019, Magowski submitted a formal demand letter to the Board asserting the same alleged wrongdoing as alleged in the Magowski Complaint and demanding that the Board investigate the alleged wrongdoing and take action to remedy the alleged injury to the Company. The demand includes that claims be initiated against the same defendants as are named in the Magowski Complaint. In response to this stockholder demand letter, on July 16, 2019, the Board established a demand review committee of one independent director to investigate the allegations of wrongdoing made in the letter and to make a recommendation to the Board for a response to the letter. On September 27, 2019, the Board replaced the demand review committee with a special litigation committee. The special litigation committee is responsible for investigating the allegations of wrongdoing made in the letter and making a final determination regarding the response for the Company to the demand. The work of the special litigation committee is on-going. SEC Investigation The Securities and Exchange Commission (“SEC”) is conducting an investigation relating to the Parking REIT. In June 2019, the SEC issued subpoenas to the Company and its chairman and chief executive officer Michael V. Shustek, and since then has requested more information. The Company cannot predict the outcome or the duration of the SEC investigation or any other legal proceedings or any enforcement actions or other remedies, if any, that may be imposed on Mr. Shustek, the Company or any other entity arising out of the SEC investigation. Nasdaq Notification Regarding Company’s Common Stock Further, Nasdaq has informed the Company that (i) the Company’s common stock will not be approved for listing currently on the Nasdaq Global Market, and (ii) it is highly unlikely that the Company’s common stock would be approved for listing while the SEC investigation is ongoing. There can be no assurance that the Company’s common stock will ever be approved for listing on the Nasdaq Global Market or any other stock exchange, even if the SEC investigation referred to above is completed and no wrongdoing is found and no action is taken in connection therewith against the Company, Mr. Shustek or any other person. |
Preferred Stock and Warrants
Preferred Stock and Warrants | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Preferred Stock and Warrants | Note O — 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 On November 1, 2016, the Company commenced an offering of 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 closed the offering on March 24, 2017 and raised approximately $2.5 million, net of offering costs, in the Series A private placements. The holders of the Series A Preferred Stock are 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. Since a Listing Event, as defined in the charter, did not occur by March 31, 2018, the cash dividend rate has been increased to 7.50%, until a Listing Event at which time, the annual dividend rate will be reduced to 5.75% of the Stated Value. Based on the number of Series A shares outstanding at September 30, 2020, the increased dividend rate costs the Company approximately $13,000 more per quarter in Series A dividends. Subject to the Company’s redemption rights as described below, each Series A 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 “Series 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 the Series A offering (whether or not a Listing Event has occurred). Each Series A 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 “Series A Conversion Price”) determined as follows: · Provided there has been a Listing Event, if a Series A Conversion Notice with respect to any Series A share is received on or prior to the day immediately preceding the first anniversary of the issuance of such share, the Series A Conversion Price 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 Series A Conversion Notice. · Provided there has been a Listing Event, if a Series A Conversion Notice with respect to any Series A share is received after the first anniversary of the issuance of such share, the Series A Conversion Price 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 Series A Conversion Notice. · If a Series A Conversion Notice with respect to any Series A share is received on or after the second anniversary of the final closing of the Series A offering, and at the time of receipt of such Series A Conversion Notice, a Listing Event has not occurred, the Series A Conversion Price will be equal to 100% of the Company’s net asset value per share. If 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 Series 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 the 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 September 30, 2020, there were detachable warrants that may be exercised for 84,510 shares of the Company’s common stock after the 90th day following the occurrence of a listing event. These potential warrants will expire five years from the 90th day after the occurrence of a listing event. If all the potential warrants outstanding at September 30, 2020 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 the date of this filing the Company had an estimated fair market value of potential warrants that was immaterial. On March 24, 2020, the Company’s board of directors unanimously authorized the suspension of the payment of distributions on the Series A, however, such distributions will continue to accrue in accordance with the terms of the Series A. 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 Series 1 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 Series 1 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 since a Listing Event has not occurred by April 7, 2018, the annual dividend rate on all Series 1 shares (without regard to Qualified Purchaser status) has been 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 September 30, 2020, the increased dividend rate costs the Company approximately $150,000 more per quarter in Series 1 dividends. Subject to the Company’s redemption rights as described below, each Series 1 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 “Series 1 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 Series 1 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 “Series 1 Conversion Price”) determined as follows: · Provided there has been a Listing Event, if a Series 1 Conversion Notice is received prior to December 1, 2017, the Series 1 Conversion Price 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 Series 1 Conversion Notice. · Provided there has been a Listing Event, if a Series 1 Conversion Notice is received on or after December 1, 2017, the Series 1 Conversion Price 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 Series 1 Conversion Notice. · If a Series 1 Conversion Notice is received on or after April 7, 2019, and at the time of receipt of such Series 1 Conversion Notice, a Listing Event has not occurred, the Series 1 Conversion Price for such Share will be equal to 100% of the Company’s net asset value per share, or NAV per share. 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 1 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 1 Preferred Stock subject to a Series 1 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 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 September 30, 2020, there were detachable warrants that may be exercised for 1,382,675 shares of the Company’s common stock after the 90th day following the occurrence of a listing event. These potential warrants will expire five years from the 90th day after the occurrence of a listing event. If all the potential warrants outstanding at September 30, 2020 became exercisable because of a listing event and were exercised at the minimum price of $25 per share, gross proceeds to the Company would be approximately $34.6 million and as a result the Company would issue an additional 1,382,675 shares of common stock. As of the date of this filing the Company had an estimated fair market value of potential warrants that was immaterial. On March 24, 2020, the Company’s board of directors unanimously authorized the suspension of the payment of distributions on the Series 1, however, such distributions will continue to accrue in accordance with the terms of the Series 1. |
Deferred Management Internaliza
Deferred Management Internalization | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Deferred Management Internalization | Note P — Deferred Management Internalization Management Internalization On March 29, 2019, the Company and the former Advisor entered into definitive agreements to internalize the Company’s management function effective April 1, 2019 (the “Internalization”). Since their formation, under the supervision of the board of directors (the “Board of Directors”), the former Advisor has been responsible for managing the operations of the Company and MVP I, which merged with a wholly owned indirect subsidiary of the Company in December 2017. As part of the Internalization, among other things, the Company agreed with the former Advisor to (i) terminate the Second Amended and Restated Advisory Agreement, dated as of May 26, 2017 and, for the avoidance of doubt, the Third Amended and Restated Advisory Agreement, dated as of September 21, 2018, which by its terms would have become effective only upon a listing of the Company’s common stock on a national securities exchange (collectively, the “Management Agreements”), each entered into among the Company, the former Advisor and MVP REIT II Operating Partnership, LP (the “Operating Partnership”); (ii) extend employment to the executives and other employees of the former Advisor; (iii) arrange for the former Advisor to continue to provide certain services with respect to outstanding indebtedness of the Company and its subsidiaries; and (iv) lease the employees of the former Advisor for a limited period of time prior to the time that such employees become employed by the Company. Contribution Agreement On March 29, 2019, the Company entered into a Contribution Agreement (the “Contribution Agreement”) with the former Advisor, Vestin Realty Mortgage I, Inc. (“VRTA”) (solely for purposes of Section 1.01(c) thereof), Vestin Realty Mortgage II, Inc. (“VRTB”) (solely for purposes of Section 1.01(c) thereof) and Shustek (solely for purposes of Section 4.03 thereof). In exchange for the Contribution, the Company agreed to issue to the former Advisor 1,600,000 shares of Common Stock as consideration (the “Internalization Consideration”), issuable in four equal installments. The first and second installments of 400,000 shares of Common Stock per installment were issued on April 1, 2019 and December 31, 2019, respectively. The remaining installments will be issued on December 31, 2020 and December 31, 2021 (or if December 31st is not a business day, the day that is the last business day of such year). If requested by the Company in connection with any contemplated capital raise by the Company, the former Advisor has agreed not to sell, pledge or otherwise transfer or dispose of any of the Internalization Consideration for a period not to exceed the lock-up period that otherwise would apply to other stockholders of the Company in connection with such capital raise. See the Current Report on Form 8-K filed with the SEC on April 3, 2019 and Contribution Agreement Management’s Discussion and Analysis of Financial Condition and Results of Operations The Internalization transaction closed on April 1, 2019, and the following table shows the Internalization Consideration to be paid in aggregate to the former Advisor. The first and second installment of 400,000 shares of Common Stock per installment were issued to the former Advisor on April 1, 2019 and December 31, 2019, respectively. Number of shares Internalization Contribution Internalization consideration in common stock at $17.50 1,100,000 (1) $ 19,250,000 Internalization consideration in common stock at $25.10 500,000 (2) 12,550,000 Total internalization consideration 1,600,000 $ 31,800,000 Internalization consideration issued April 1, 2019 at $17.50 (400,000) (7,000,000) Shares issued December 31, 2019 at $17.50 (400,000) (7,000,000) Deferred management internalization at September 30, 2020 800,000 $ 17,800,000 1) The Company has the right to purchase 1,100,000 of these shares at $17.50 per share which potentially limits the cost to the Company. 2) $25.10 is the Company's stated NAV as of May 28, 2019. |
Employee Benefit Plan
Employee Benefit Plan | 9 Months Ended |
Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Note Q— Employee Benefit Plan Effective July 1, 2019, the Company began participating in a multi-employer 401(k) Safe Harbor Plan (the “Plan”), which is a defined contribution plan covering all eligible employees. Under the provisions of the Plan, participants may direct the Company to defer a portion of their compensation to the Plan, subject to Internal Revenue Code limitations. The Company provides for an employer matching contribution equal to 100% of the first 3% of eligible compensation and 50% of the next 2% of eligible compensation contributed by each employee, which is funded in cash. All contributions vest immediately. Total expense recorded for the matching 401(k) contribution in the three and nine months ended September 30, 2020 was approximately $10,000 and $25,000, respectively. Total expense for the matching 401 (k) contribution in the three and nine months ended September 30, 2019 was $5,000. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note R — Subsequent Events On October 23, 2020, the Company received the remaining condemnation proceeds of $596,000 from the city of Minneapolis and funded the remaining $246,000 due to the ANICO escrow account on October 26, 2020. On November 13, 2020, the Company entered into a settlement agreement with ABM Industry Groups, LLC. The settlement is in consideration for the release of ABM for any and all issues arising out of disputes related to the leases for MVP Indianapolis City Park Garage, LLC, MCI 1372 Street, LLC and MVP Clarksburg Lot, LLC. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting The accompanying unaudited condensed consolidated financial statements of the Company are prepared on the accrual basis of accounting and in accordance with principles generally accepted in the United States of America (“GAAP”) for interim financial information as contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), and in conjunction with rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited condensed consolidated financial statements include accounts and related adjustments, which are, in the opinion of management, of a normal recurring nature and necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim period. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The condensed consolidated balance sheet as of December 31, 2019 contained herein has been derived from the audited financial statements as of December 31, 2019 but does not include all disclosures required by GAAP. |
Liquidity Matters | Liquidity Matters The Company has incurred net losses since its inception and anticipates net losses and negative operating cash flows for the near future. For the nine months ended September 30, 2020, the Company had a net loss of $20.0 million and had $6.9 million in cash, cash equivalents and restricted cash. In connection with preparing the condensed consolidated financial statements for the three and nine months ended September 30, 2020, management evaluated the extent of the impact from the COVID-19 pandemic on the Company’s business and its future liquidity for the next twelve months through November 16, 2021. Management has implemented the following plan to address the Company’s liquidity over the next twelve months plus a day from the filing of this Quarterly Report: · The Company completed the sale of the San Jose, California garage on May 26, 2020 at the contract price of $4.1 million. See Note I – Disposition of Investment in Real Estate · On March 24, 2020, the Company’s board of directors unanimously authorized the suspension of the payment of distributions on the Series A Preferred stock, however, such distributions will continue to accrue in accordance with the terms of the Series A. · On March 24, 2020, the Company’s board of directors unanimously authorized the suspension of the payment of distributions on the Series 1 Preferred Stock, however, such distributions will continue to accrue in accordance with the terms of the Series 1. · On March 24, 2020, the Board of Directors suspended all repurchases, even in the case of a shareholder’s death. · The Company is continuing to have discussions with its lenders in light of the current economic conditions and entered into one loan modification during the quarter ended June 30, 2020 and five loan modifications during the quarter ended September 30, 2020. · While the Company is currently unable to completely estimate the impact that the COVID-19 pandemic and efforts to contain its spread will have on the Company’s business and on its tenants, as of September 30, 2020, the Company has entered into thirty-five lease amendments with eight tenants/operators. The terms of such lease amendments generally provide for one of (i) a reduction in rent for a period of four to seven months, (ii) conversion of the lease to a management agreement pursuant to which the operator will receive a monthly fee; or (iii) extension of the lease. · The Company applied for the Paycheck Protection Program loan, guaranteed by the Small Business Administration (“SBA”), through Key Bank National Association, Inc., on April 3, 2020. This loan program is for companies with 500 or less employees, under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) signed by President Trump on March 27, 2020. On April 23, 2020 the Company received the funding for its CARES Act loan of approximately $348,000. Because these funds were used exclusively for employee payroll management expects this loan will not be required to be paid back under the terms of the CARES Act. · The Company is in preliminary discussions with LoanCore to exercise the one-year extension option in the loan agreement to extend the maturity of this loan on terms the Company can satisfy; however, there can be no assurance this option will be exercised. If the Company is unable to extend the maturity date and is unable to repay the loan at maturity, the lenders could foreclose upon the collateral securing the loan, in which case the Company would lose its significant amount of equity value in such collateral. See Company Indebtedness · The Company has plans to dispose of an asset within the next twelve months. Management disposed of two assets in 2019 and one asset during the nine - months ended September 30, 2020. If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. If the Company is unable to obtain additional financing, it may be required to significantly scale back its business and operations. The Company’s ability to raise additional capital will also be impacted by the recent outbreak of COVID-19. Based on this current business plan, the Company believes its existing cash, anticipated cash collections and cash inflows is sufficient to conduct planned operations for one year from the issuance of the September 30, 2020 financial statements. |
Consolidation | Consolidation The Company’s consolidated financial statements include its accounts, the accounts of the Company’s assets that were sold during 2020 and 2019 (as applicable), 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. The following list includes the subsidiaries that are included in the Company’s consolidated financial statements, not the number of properties owned by the Company at September 30, 2020 and 2019. MVP PF Memphis Poplar 2013, LLC MVP Indianapolis Meridian Lot, LLC White Front Garage Partners, LLC MVP PF St. Louis 2013, LLC MVP Milwaukee Clybourn, LLC Cleveland Lincoln Garage, LLC Mabley Place Garage, LLC MVP Milwaukee Arena Lot, LLC MVP Houston Preston, LLC MVP Denver Sherman, LLC MVP Clarksburg Lot, LLC MVP Houston San Jacinto Lot, LLC MVP Fort Worth Taylor, LLC MVP Denver Sherman 1935, LLC MVP Detroit Center Garage, LLC MVP Milwaukee Old World, LLC MVP Bridgeport Fairfield Garage, LLC St. Louis Broadway, LLC MVP Houston Saks Garage, LLC West 9 th St. Louis Seventh & Cerre, LLC MVP Milwaukee Wells, LLC MVP San Jose 88 Garage, LLC MVP Preferred Parking, LLC MVP Wildwood NJ Lot, LLC MCI 1372 Street, LLC MVP Raider Park Garage, LLC MVP Indianapolis City Park, LLC MVP Cincinnati Race Street, LLC MVP New Orleans Rampart, LLC MVP Indianapolis WA Street Lot, LLC MVP St. Louis Washington, LLC MVP Hawaii Marks Garage, LLC Minneapolis City Parking, LLC MVP St. Paul Holiday Garage, LLC MVP Minneapolis Venture, LLC MVP Louisville Station Broadway, LLC Under GAAP, the Company’s consolidated financial statements will also include the accounts of its consolidated subsidiaries and joint ventures in which the Company is the primary beneficiary, or in which the Company has a controlling interest. In determining whether the Company has a controlling interest in a joint venture and the requirement to consolidate the accounts of that entity, the Company’s management considers factors such as an entity’s purpose and design and the Company’s ability to direct the activities of the entity that most significantly impacts the entity’s economic performance, ownership interest, board representation, management representation, authority to make decisions and contractual and substantive participating rights of the partners/members as well as whether the entity is a variable interest entity in which it will absorb the majority of the entity’s expected losses, if they occur, or receive the majority of the expected residual returns, if they occur, or both. Equity investments in which the Company exercises significant influence but does not control and is not the primary beneficiary are accounted for using the equity method. The Company's share of its equity method investees' earnings or losses is included in other income in the accompanying condensed 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 fourteen and sixteen parking tenants/operators during the nine months ended September 30, 2020 and 2019, respectively. One tenant/operator, SP Plus Corporation (Nasdaq: SP) (“SP+”), represented 61.0% of the Company’s base parking rental revenue for the nine months ended September 30, 2020. SP+ is one of the largest providers of parking management in the United States. As of September 30, 2020, SP+ managed approximately 3,200 locations in North America. Below is a table that summarizes parking rent by tenant/operator as a percentage of the Company’s total base parking rental revenue for the periods presented: For The Nine Months Ended September 30, Parking Tenant 2020 2019 SP + 61.0% 58.1% Premier Parking 15.9% 16.3% Denison 6.4% 2.4% ISOM Management 5.1% 4.1% Interstate Parking 2.8% 2.9% 342 N Rampart 2.0% 3.1% TNSH, LLC 1.5% 1.2% Best Park 1.4% 0.3% St. Louis Parking 1.3% 2.1% Lanier 1.0% 2.6% ABM 0.7% 4.3% Riverside Parking 0.6% 1.0% Denver School 0.2% 0.2% Secure 0.1% 0.1% Premium Parking -- 1.3% In addition, the Company had concentrations in various cities based on parking rental revenue for the nine months ended September 30, 2020 and 2019, as well as concentrations in various cities based on the real estate the Company owned as September 30, 2020 and December 31, 2019. The below tables summarize this information by city. City Concentration for Parking Rental Revenue For the Nine Months Ended September 30, 2020 2019 Detroit 24.3% 17.4% Houston 12.2% 12.8% Fort Worth 10.1% 7.8% Cincinnati 8.2% 8.9% Indianapolis 6.4% 6.2% Lubbock 5.1% 4.1% Cleveland 4.5% 6.9% Honolulu 4.4% 4.8% Milwaukee 3.7% 3.2% Nashville 3.7% 3.5% St. Louis 3.6% 5.2% Minneapolis 2.9% 4.1% St Paul 2.8% 2.9% New Orleans 2.0% 3.1% Bridgeport 1.4% 2.1% Memphis 1.4% 1.6% San Jose 1.0% 2.3% Denver 0.7% 0.8% Louisville 0.6% 1.0% Clarksburg 0.4% 0.3% Wildwood 0.3% 0.4% Canton 0.3% 0.2% Ft. Lauderdale -- 0.4% Real Estate Investment Concentration by City As of September 30, 2020 As of December 31, 2019 Detroit 18.9% 17.6% Houston 11.6% 12.0% Fort Worth 9.3% 8.8% Cincinnati 8.1% 8.7% Honolulu 6.7% 6.7% Indianapolis 6.1% 5.8% Cleveland 5.7% 6.2% Lubbock 4.5% 3.7% St Louis 4.2% 4.4% Minneapolis 3.9% 4.4% Nashville 3.9% 3.7% Milwaukee 3.8% 3.8% St Paul 2.8% 2.7% Bridgeport 2.8% 2.6% New Orleans 2.6% 2.6% Memphis 1.2% 1.3% San Jose 1.2% 1.1% Denver 1.1% 1.0% Louisville 1.0% 1.0% Clarksburg 0.2% 0.2% Canton 0.2% 0.2% Wildwood 0.2% 0.4% Fort Lauderdale -- 1.1% |
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 several 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, the property is written down to fair value and 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. The Company recorded impairment charges of approximately $6.5 million and $0.5 million for the three months ended September 30, 2020 and 2019, respectively. The Company recorded impairment charges of approximately $14.1 million and $1.4 million for the nine months ended September 30, 2020 and 2019, respectively. These charges were recorded to write down the carrying value of these assets to their current appraised values net of estimated closing costs. The appraisals were performed by independent third-party appraisers primarily using the income capitalization approach based on the contracted rent to be received from the operator or the sales comparison approach. The income capitalization approach reflects the property’s income-producing capabilities based on the assumption that value is created by the expectation of benefits to be derived in the future. The sales comparison approach utilizes sales of comparable properties, adjusted for differences, to indicate value. The following is a summary of the impairments for the nine months ended September 30, 2020: Property Impairment Valuation Method Mabley Place Garage $3,000,000 Income Capitalization MVP Houston Saks $2,500,000 Income Capitalization MVP Milwaukee Wells $620,000 Sales Comparison MVP Wildwood NJ Lot $535,000 Sales Comparison MVP Indianapolis Meridian $50,000 Income Capitalization MVP Clarksburg Lot $90,000 Income Capitalization Minneapolis City Parking $320,000 Sales Comparison 33740 Crown Colony $95,000 Income Capitalization MVP St Louis Washington $1,320,000 Income Capitalization MVP Cincinnati Race Street $500,000 Income Capitalization MVP Louisville Broadway $100,000 Income Capitalization Cleveland Lincoln Garage $2,725,000 Income Capitalization MVP Preferred Parking $740,000 Sales Comparison MVP New Orleans Rampart $270,000 Income Capitalization MVP Hawaii Marks Garage $1,250,000 Income Capitalization Total $14,115,000 The following is a summary of the impairments for the nine months ended September 30, 2019: Property 2019 Impairment Valuation Method MVP Memphis Court $558,000 Sales Comparison Minneapolis City Parking $500,000 Income Capitalization MVP San Jose 88 Garage $344,000 Income Capitalization MVP St Louis Washington $50,000 Income Capitalization Total $1,452,000 |
Cash | Cash The Company maintains a significant portion of its cash deposits at KeyBank, which are held by the Company’s subsidiaries allowing the Company to maximize FDIC insurance coverage. The balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) under the same ownership category of $250,000. As of September 30, 2020, and December 31, 2019, the Company had approximately $0.7 million and $2.7 million, respectively, in excess of the federally insured limits. As of the date of this filing, 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. If 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 are expensed as incurred. During the three and nine months ended September 30, 2020 and 2019, 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, considering 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 several 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 former 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 former Advisor’s employees and employees of the former 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 Commencing with its taxable year ended December 31, 2017 through December 31, 2019, and subject to the discussion below relating to the Company’s REIT status from and after January 1, 2020, the Company has operated in a manner to qualify as a REIT under Sections 856 to 860 of the Code. A REIT is generally not subject to federal income tax on that portion of its REIT taxable income, which is distributed to its stockholders, provided that at least 90% of such taxable income is distributed and provided that certain other requirements are met. The Company’s REIT taxable income may substantially exceed or be less than the income calculated according to GAAP. In addition, the Company will be subjected to corporate income tax to the extent that less than 100% of the net taxable income is distributed, including any net capital gain. 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 September 30, 2020. 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 should be recorded, and further whether any such assets would 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 long as the Company continues to qualify as a REIT, it will generally not be subject to corporate level federal income taxes on earnings distributed to its stockholders and therefore may not realize any benefit from deferred tax assets arising during 2019 or any prior period in which the Company maintained its status as a REIT. The Company intends to distribute at least 100% of its taxable income annually for every year in which the Company is a REIT. As of September 30, 2020, as a result of the COVID-19 pandemic, the Company has entered into temporary lease amendments with some of its tenants. The Company was compelled to make certain of these amendments in response to challenging market conditions faced by its lessees and operating partners due to the significant negative impact of COVID-19 on demand for parking in many of the markets in which the Company owns properties, particularly in major population centers. At the time the leases were amended, the Company intended for the amendments to be temporary and did not believe that the amendments would cause the Company to fail its REIT income tests for the 2020 year. Because the COVID-19 pandemic has continued to negatively impact the Company and its operating partners and lessees longer than anticipated, the Company has not yet been able to amend all of its agreements back to their original form. The income generated under these lease amendments do not constitute qualifying REIT income for purposes of the REIT gross income tests. As a result, the Company was not in compliance with the annual REIT income tests for the quarters ended June 30, 2020 and September 30, 2020. These REIT income tests are measured on an annual basis, and we are evaluating options and strategies that may enable us to maintain our REIT status for our taxable year ending December 31, 2020 notwithstanding our inability to comply with these income tests in the past two quarters. If implemented, these options and strategies may have negative ancillary impacts on our business and operations, including potentially increasing our overall tax liability. If we determine that the potential negative impacts of these options outweigh the benefits of potentially maintaining our REIT status, we may choose not to implement any of these options. Moreover, even if we choose to implement any of these options, no assurances can be given that our implementation will be successful or that these options will in fact enable us to maintain our status as a REIT for our taxable year ending December 31, 2020. Accordingly, unless we choose, and are able, to successfully implement an alternative operating strategy, it is highly likely that the Company will no longer qualify as a REIT for the year ending December 31, 2020. If we fail to qualify as a REIT for our taxable year ended December 31, 2020, we would no longer be required to make distributions of our annual taxable income in order to maintain our REIT status and any distributions we make would not be deductible by us. Moreover, unless entitled to relief under specific statutory or administrative provisions, we would be ineligible to elect to be treated as a REIT for the four taxable years following 2020. We believe that we may not be entitled to this statutory relief, and there can be no assurances that we will be able to obtain such relief. Given projected losses in 2020, as well as the potential tax benefit of net operating loss carryforwards that the Company does not anticipate utilizing as long as it maintains its status as a REIT, the Company will continue to evaluate its current and deferred income tax situation (including the appropriateness of recording a deferred tax asset for net operating losses) throughout the year as there is additional clarity about the impact of the COVID-19 pandemic to the Company’s ongoing operations, including whether the Company can maintain its REIT status for the 2020 year. |
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 considers the effect of dilutive instruments, such as stock options and convertible stock, but uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted-average number of shares outstanding. The Company had no outstanding common share equivalents during the three and nine months ended September 30, 2020 and 2019. 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. As of September 30, 2020, there were 2,862 shares of the Series A Convertible Redeemable Preferred Stock issued and outstanding. As of filing date, the Company has not received any requests to convert. There is a potential for dilution from the Company’s Series 1 Convertible Redeemable Preferred Stock which may be converted upon a holder’s election into the Company’s common stock at any time. As of September 30, 2020, there were 39,811 shares of the Series 1 Convertible Redeemable Preferred Stock issued and outstanding. As of filing date, the Company has not received any requests to convert. 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 the net asset value per share of the Company’s common stock; provided that if a “Listing Event” (as defined in the applicable articles supplementary) occurs, the conversion price will be 100% 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. 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. |
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 is expected to be through December 31, 2020, 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. |
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 Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Impairment of Long-Lived Assets | Property Impairment Valuation Method Mabley Place Garage $3,000,000 Income Capitalization MVP Houston Saks $2,500,000 Income Capitalization MVP Milwaukee Wells $620,000 Sales Comparison MVP Wildwood NJ Lot $535,000 Sales Comparison MVP Indianapolis Meridian $50,000 Income Capitalization MVP Clarksburg Lot $90,000 Income Capitalization Minneapolis City Parking $320,000 Sales Comparison 33740 Crown Colony $95,000 Income Capitalization MVP St Louis Washington $1,320,000 Income Capitalization MVP Cincinnati Race Street $500,000 Income Capitalization MVP Louisville Broadway $100,000 Income Capitalization Cleveland Lincoln Garage $2,725,000 Income Capitalization MVP Preferred Parking $740,000 Sales Comparison MVP New Orleans Rampart $270,000 Income Capitalization MVP Hawaii Marks Garage $1,250,000 Income Capitalization Total $14,115,000 | Property 2019 Impairment Valuation Method MVP Memphis Court $558,000 Sales Comparison Minneapolis City Parking $500,000 Income Capitalization MVP San Jose 88 Garage $344,000 Income Capitalization MVP St Louis Washington $50,000 Income Capitalization Total $1,452,000 |
Tenant Concentration [Member] | ||
Concentration by Risk Type | For The Nine Months Ended September 30, Parking Tenant 2020 2019 SP + 61.0% 58.1% Premier Parking 15.9% 16.3% Denison 6.4% 2.4% ISOM Management 5.1% 4.1% Interstate Parking 2.8% 2.9% 342 N Rampart 2.0% 3.1% TNSH, LLC 1.5% 1.2% Best Park 1.4% 0.3% St. Louis Parking 1.3% 2.1% Lanier 1.0% 2.6% ABM 0.7% 4.3% Riverside Parking 0.6% 1.0% Denver School 0.2% 0.2% Secure 0.1% 0.1% Premium Parking -- 1.3% | |
City Concentration [Member] | ||
Concentration by Risk Type | City Concentration for Parking Rental Revenue For the Nine Months Ended September 30, 2020 2019 Detroit 24.3% 17.4% Houston 12.2% 12.8% Fort Worth 10.1% 7.8% Cincinnati 8.2% 8.9% Indianapolis 6.4% 6.2% Lubbock 5.1% 4.1% Cleveland 4.5% 6.9% Honolulu 4.4% 4.8% Milwaukee 3.7% 3.2% Nashville 3.7% 3.5% St. Louis 3.6% 5.2% Minneapolis 2.9% 4.1% St Paul 2.8% 2.9% New Orleans 2.0% 3.1% Bridgeport 1.4% 2.1% Memphis 1.4% 1.6% San Jose 1.0% 2.3% Denver 0.7% 0.8% Louisville 0.6% 1.0% Clarksburg 0.4% 0.3% Wildwood 0.3% 0.4% Canton 0.3% 0.2% Ft. Lauderdale -- 0.4% | |
Real Estate Investment Concentration [Member] | ||
Concentration by Risk Type | Real Estate Investment Concentration by City As of September 30, 2020 As of December 31, 2019 Detroit 18.9% 17.6% Houston 11.6% 12.0% Fort Worth 9.3% 8.8% Cincinnati 8.1% 8.7% Honolulu 6.7% 6.7% Indianapolis 6.1% 5.8% Cleveland 5.7% 6.2% Lubbock 4.5% 3.7% St Louis 4.2% 4.4% Minneapolis 3.9% 4.4% Nashville 3.9% 3.7% Milwaukee 3.8% 3.8% St Paul 2.8% 2.7% Bridgeport 2.8% 2.6% New Orleans 2.6% 2.6% Memphis 1.2% 1.3% San Jose 1.2% 1.1% Denver 1.1% 1.0% Louisville 1.0% 1.0% Clarksburg 0.2% 0.2% Canton 0.2% 0.2% Wildwood 0.2% 0.4% Fort Lauderdale -- 1.1% |
Investments in Real Estate (Tab
Investments in Real Estate (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate [Abstract] | |
Schedule Of Real Estate Properties | Property Name Location Date Acquired Property Type # Spaces Property Size (Acres) Retail Sq. Ft Investment Amount Parking Tenant / Operator MVP Cleveland West 9th (1) Cleveland, OH 5/11/2016 Lot 260 2 N/A $5,845,000 SP + 33740 Crown Colony (1) Cleveland, OH 5/17/2016 Lot 82 0.54 N/A $2,954,000 SP + 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 $5,848,000 SP + MVP St. Louis Washington St Louis, MO 7/18/2016 Lot 63 0.39 N/A $1,637,000 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 $3,007,000 Riverside Parking White Front Garage Partners Nashville, TN 9/30/2016 Garage 155 0.26 N/A $11,672,000 Premier Parking Cleveland Lincoln Garage Cleveland, OH 10/19/2016 Garage 536 1.14 45,272 $8,272,000 SP + MVP Houston Preston Lot Houston, TX 11/22/2016 Lot 46 0.23 N/A $2,820,000 Premier Parking MVP Houston San Jacinto Lot Houston, TX 11/22/2016 Lot 85 0.65 240 $3,250,000 Premier Parking MVP Detroit Center Garage Detroit, MI 2/1/2017 Garage 1,275 1.28 N/A $55,477,000 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 (4) Houston, TX 8/1/2017 Garage/Lot 528 0.98 784 $20,479,000 Premier Parking MVP Raider Park Garage Lubbock, TX 11/21/2017 Garage 1,495 2.15 20,536 $13,517,000 ISOM Management MVP PF Memphis Poplar Memphis, TN 12/15/2017 Lot 127 0.87 N/A $3,669,000 Best Park MVP PF St. Louis St Louis, MO 12/15/2017 Lot 183 1.22 N/A $5,041,000 SP + Mabley Place Garage (2) Cincinnati, OH 12/15/2017 Garage 775 0.9 8,400 $18,210,000 SP + MVP Denver Sherman Denver, CO 12/15/2017 Lot 28 0.14 N/A $705,000 Denver School MVP Fort Worth Taylor Fort Worth, TX 12/15/2017 Garage 1,013 1.18 11,828 $27,663,000 SP + MVP Milwaukee Old World Milwaukee, WI 12/15/2017 Lot 54 0.26 N/A $2,044,000 SP + MVP Houston Saks Garage Houston, TX 12/15/2017 Garage 265 0.36 5,000 $7,923,000 Premier Parking MVP Milwaukee Wells Milwaukee, WI 12/15/2017 Lot 148 1.07 N/A $4,463,000 Symphony MVP Wildwood NJ Lot 1 (3) Wildwood, NJ 12/15/2017 Lot 29 0.26 N/A $278,000 SP + MVP Wildwood NJ Lot 2 (3) Wildwood, NJ 12/15/2017 Lot 45 0.31 N/A $419,000 SP+ MVP Indianapolis City Park Indianapolis, IN 12/15/2017 Garage 370 0.47 N/A $10,934,000 Denison MVP Indianapolis WA Street Indianapolis, IN 12/15/2017 Lot 141 1.07 N/A $5,749,000 Denison MVP Minneapolis Venture Minneapolis, MN 12/15/2017 Lot 195 1.65 N/A $4,013,000 N/A Minneapolis City Parking Minneapolis, MN 12/15/2017 Lot 268 1.98 N/A $7,718,000 SP + MVP Indianapolis Meridian Indianapolis, IN 12/15/2017 Lot 36 0.24 N/A $1,551,000 Denison MVP Milwaukee Clybourn Milwaukee, WI 12/15/2017 Lot 15 0.06 N/A $262,000 Secure MVP Milwaukee Arena Lot Milwaukee, WI 12/15/2017 Lot 75 1.11 N/A $4,631,000 SP + MVP Clarksburg Lot Clarksburg, WV 12/15/2017 Lot 94 0.81 N/A $625,000 ABM MVP Denver Sherman 1935 Denver, CO 12/15/2017 Lot 72 0.43 N/A $2,533,000 SP + MVP Bridgeport Fairfield Bridgeport, CT 12/15/2017 Garage 878 1.01 4,349 $8,268,000 SP + MVP New Orleans Rampart New Orleans, LA 2/1/2018 Lot 78 0.44 N/A $7,835,000 342 N. Rampart MVP Hawaii Marks Garage Honolulu, HI 6/21/2018 Garage 311 0.77 16,205 $19,951,000 SP + Construction in progress $1,151,000 Total Investment in real estate and fixed assets $295,210,000 |
Disposition Investments in Re_2
Disposition Investments in Real Estate (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
San Jose 88 Garage, LLC [Member] | |
Summary Of The Results Of Operations Related To The Assets Held For Sale | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Revenue $ -- $ 113,000 $ 113,000 $ 338,000 Expenses * -- 102,000 191,000 705,000 Income/(Loss) from assets held for sale, net of income taxes $ -- $ 11,000 $ (78,000) $ (367,000) |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule Of Debt | Property Original Debt Amount Monthly Payment Balance as of 09/30/20 Lender Term Interest Rate Loan Maturity MVP Cincinnati Race Street, LLC (6) $2,550,000 Interest Only $2,550,000 Multiple 1 Year 7.50% 4/30/2021 MVP Wildwood NJ Lot, LLC (6) $1,000,000 Interest Only $1,000,000 Tigges Construction Co. 1 Year 7.50% 4/30/2021 The Parking REIT D&O Insurance $1,185,000 $150,000 $744,000 MetaBank 1 Year 3.60% 2/28/2021 Minneapolis Venture (6) $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 Clarksburg Lot (6) $476,000 Interest Only $476,000 Multiple 1 Year 7.50% 5/21/2021 MCI 1372 Street (6) $574,000 Interest Only $574,000 Multiple 1 Year 7.50% 5/27/2021 MVP Milwaukee Old World (6) $771,000 Interest Only $771,000 Multiple 1 Year 7.50% 5/27/2021 MVP Milwaukee Clybourn (6) $191,000 Interest Only $191,000 Multiple 1 Year 7.50% 5/27/2021 SBA PPP Loan $348,000 $14,700 $348,000 Small Business Administration 2 Year 1.00% 10/22/2022 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 (8) $9,000,000 $44,000 $8,052,000 Barclays 10 year 4.25% 12/6/2024 MVP Houston Saks Garage, LLC $3,650,000 $20,000 $3,189,000 Barclays Bank PLC 10 year 4.25% 8/6/2025 Minneapolis City Parking, LLC (7) $5,250,000 $29,000 $4,694,000 American National Insurance, of NY 10 year 4.50% 5/1/2026 MVP Bridgeport Fairfield Garage, LLC (5) $4,400,000 $23,000 $3,965,000 FBL Financial Group, Inc. 10 year 4.00% 8/1/2026 West 9 th $5,300,000 $30,000 $4,808,000 American National Insurance Co. 10 year 4.50% 11/1/2026 MVP Fort Worth Taylor, LLC (7) $13,150,000 $73,000 $11,959,000 American National Insurance, of NY 10 year 4.50% 12/1/2026 MVP Detroit Center Garage, LLC $31,500,000 $194,000 $29,212,000 Bank of America 10 year 5.52% 2/1/2027 MVP St. Louis Washington, LLC (1) $1,380,000 $8,000 $1,341,000 KeyBank 10 year * 4.90% 5/1/2027 St. Paul Holiday Garage, LLC (1) $4,132,000 $24,000 $4,013,000 KeyBank 10 year * 4.90% 5/1/2027 Cleveland Lincoln Garage, LLC (1) $3,999,000 $23,000 $3,884,000 KeyBank 10 year * 4.90% 5/1/2027 MVP Denver Sherman, LLC (1) $286,000 $2,000 $277,000 KeyBank 10 year * 4.90% 5/1/2027 MVP Milwaukee Arena Lot, LLC (1) $2,142,000 $12,000 $2,081,000 KeyBank 10 year * 4.90% 5/1/2027 MVP Denver Sherman 1935, LLC (1) $762,000 $4,000 $740,000 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 ($1,257,000) $158,191,000 |
Future Principal Payments On The Notes Payable | 2020 $ 48,654,000 2021 2,087,000 2022 2,252,000 2023 2,498,000 2024 15,283,000 Thereafter 88,674,000 Less unamortized loan issuance costs (1,257,000) Total $ 158,191,000 |
Notes Payable Paid in Full In Period | Property Original Debt Amount Monthly Payment Balance as of 09/30/20 Lender Term Interest Rate Loan Maturity MVP San Jose 88 Garage, LLC $1,645,000 Interest Only -- Multiple 1 Year 7.50% 6/30/2020 The Parking REIT D&O Insurance $1,681,000 $171,000 -- MetaBank 1 Year 8.00% 4/30/2020 |
Investment In DST (Tables)
Investment In DST (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investment In DST [Member] | |
Summarized Financial Information | September 30, 2020 December 31, 2019 (Unaudited) (Unaudited) ASSETS Investments in real estate and fixed assets $ 11,512,000 $ 11,512,000 Cash 1,000 28,000 Cash – restricted 31,000 24,000 Due from related parties 158,000 -- Prepaid expenses 12,000 10,000 Total assets $ 11,714,000 $ 11,574,000 LIABILITIES AND EQUITY Liabilities Notes payable, net of unamortized loan issuance costs of approximately $47,000 and $46,000 as of September 30, 2020 and December 31, 2019, respectively $ 5,953,000 $ 5,954,000 Accounts payable and accrued liabilities 303,000 93,000 Due to related party -- 57,000 Total liabilities 6,256,000 6,104,000 Equity Member’s equity 6,129,000 6,129,000 Offering costs (574,000) (574,000) Accumulated earnings 1,220,000 952,000 Distributions to members (1,317,000) (1,037,000) Total equity 5,458,000 5,470,000 Total liabilities and equity $ 11,714,000 $ 11,574,000 Summarized Statements of Operations—Unconsolidated Real Estate Affiliates—Equity Method Investments For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Revenue $ 182,000 $ 183,000 $ 547,000 $ 556,000 Expenses (99,000) (91,000) (279,000) (269,000) Net income $ 83,000 $ 92,000 $ 268,000 $ 287,000 |
Right of Use Leased Asset and_2
Right of Use Leased Asset and Lease Liability (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Future Lease Liability | 2020 $ 37,000 2021 114,000 2022 121,000 2023 127,000 2024 134,000 Thereafter 776,000 Total $ 1,309,000 |
Deferred Management Internali_2
Deferred Management Internalization (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Internalization Consideration | Number of shares Internalization Contribution Internalization consideration in common stock at $17.50 1,100,000 (1) $ 19,250,000 Internalization consideration in common stock at $25.10 500,000 (2) 12,550,000 Total internalization consideration 1,600,000 $ 31,800,000 Internalization consideration issued April 1, 2019 at $17.50 (400,000) (7,000,000) Shares issued December 31, 2019 at $17.50 (400,000) (7,000,000) Deferred management internalization at September 30, 2020 800,000 $ 17,800,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Revenue Concentration | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Concentration, Percentage | 61.00% | |
Base Parking Rent By Tenant [Member] | SP + [Member] | ||
Concentration, Percentage | 61.00% | 58.10% |
Base Parking Rent By Tenant [Member] | Premier Parking [Member] | ||
Concentration, Percentage | 15.90% | 16.30% |
Base Parking Rent By Tenant [Member] | Denison [Member] | ||
Concentration, Percentage | 6.40% | 2.40% |
Base Parking Rent By Tenant [Member] | ISOM Mgmt. [Member] | ||
Concentration, Percentage | 5.10% | 4.10% |
Base Parking Rent By Tenant [Member] | Interstate Parking [Member] | ||
Concentration, Percentage | 2.80% | 2.90% |
Base Parking Rent By Tenant [Member] | 342 N. Rampart [Member] | ||
Concentration, Percentage | 2.00% | 3.10% |
Base Parking Rent By Tenant [Member] | TNSH, LLC [Member] | ||
Concentration, Percentage | 1.50% | 1.20% |
Base Parking Rent By Tenant [Member] | BEST PARK [Member] | ||
Concentration, Percentage | 1.40% | 0.30% |
Base Parking Rent By Tenant [Member] | St. Louis Parking [Member] | ||
Concentration, Percentage | 1.30% | 2.10% |
Base Parking Rent By Tenant [Member] | Lanier [Member] | ||
Concentration, Percentage | 1.00% | 2.60% |
Base Parking Rent By Tenant [Member] | ABM [Member] | ||
Concentration, Percentage | 0.70% | 4.30% |
Base Parking Rent By Tenant [Member] | Riverside Parking [Member] | ||
Concentration, Percentage | 0.60% | 1.00% |
Base Parking Rent By Tenant [Member] | Denver School [Member] | ||
Concentration, Percentage | 0.20% | 0.20% |
Base Parking Rent By Tenant [Member] | Secure [Member] | ||
Concentration, Percentage | 0.10% | 0.10% |
Base Parking Rent By Tenant [Member] | Premium Parking [Member] | ||
Concentration, Percentage | 1.30% | |
City Concentration for Parking Base Rent [Member] | Detroit [Member] | ||
Concentration, Percentage | 24.30% | 17.40% |
City Concentration for Parking Base Rent [Member] | Houston [Member] | ||
Concentration, Percentage | 12.20% | 12.80% |
City Concentration for Parking Base Rent [Member] | Fort Worth [Member] | ||
Concentration, Percentage | 10.10% | 7.80% |
City Concentration for Parking Base Rent [Member] | Cincinnati [Member] | ||
Concentration, Percentage | 8.20% | 8.90% |
City Concentration for Parking Base Rent [Member] | Indianapolis [Member] | ||
Concentration, Percentage | 6.40% | 6.20% |
City Concentration for Parking Base Rent [Member] | Lubbock [Member] | ||
Concentration, Percentage | 5.10% | 4.10% |
City Concentration for Parking Base Rent [Member] | Cleveland [Member] | ||
Concentration, Percentage | 4.50% | 6.90% |
City Concentration for Parking Base Rent [Member] | Honolulu [Member] | ||
Concentration, Percentage | 4.40% | 4.80% |
City Concentration for Parking Base Rent [Member] | Milwaukee [Member] | ||
Concentration, Percentage | 3.70% | 3.20% |
City Concentration for Parking Base Rent [Member] | Nashville [Member] | ||
Concentration, Percentage | 3.70% | 3.50% |
City Concentration for Parking Base Rent [Member] | St Louis [Member] | ||
Concentration, Percentage | 3.60% | 5.20% |
City Concentration for Parking Base Rent [Member] | Minneapolis [Member] | ||
Concentration, Percentage | 2.90% | 4.10% |
City Concentration for Parking Base Rent [Member] | St Paul [Member] | ||
Concentration, Percentage | 2.80% | 2.90% |
City Concentration for Parking Base Rent [Member] | New Orleans[Member] | ||
Concentration, Percentage | 2.00% | 3.10% |
City Concentration for Parking Base Rent [Member] | Bridgeport [Member] | ||
Concentration, Percentage | 1.40% | 2.10% |
City Concentration for Parking Base Rent [Member] | Memphis [Member] | ||
Concentration, Percentage | 1.40% | 1.60% |
City Concentration for Parking Base Rent [Member] | San Jose [Member] | ||
Concentration, Percentage | 1.00% | 2.30% |
City Concentration for Parking Base Rent [Member] | Denver [Member] | ||
Concentration, Percentage | 0.70% | 0.80% |
City Concentration for Parking Base Rent [Member] | Louisville [Member] | ||
Concentration, Percentage | 0.60% | 1.00% |
City Concentration for Parking Base Rent [Member] | Clarksburg [Member] | ||
Concentration, Percentage | 0.40% | 0.30% |
City Concentration for Parking Base Rent [Member] | Wildwood [Member] | ||
Concentration, Percentage | 0.30% | 0.40% |
City Concentration for Parking Base Rent [Member] | Canton [Member] | ||
Concentration, Percentage | 0.30% | 0.20% |
City Concentration for Parking Base Rent [Member] | Ft. Lauderdale [Member] | ||
Concentration, Percentage | 0.40% | |
Real Estate Investment Concentration by City [Member] | Detroit [Member] | ||
Concentration, Percentage | 9.30% | 8.80% |
Real Estate Investment Concentration by City [Member] | Houston [Member] | ||
Concentration, Percentage | 8.10% | 8.70% |
Real Estate Investment Concentration by City [Member] | Fort Worth [Member] | ||
Concentration, Percentage | 6.70% | 6.70% |
Real Estate Investment Concentration by City [Member] | Cincinnati [Member] | ||
Concentration, Percentage | 6.10% | 5.80% |
Real Estate Investment Concentration by City [Member] | Indianapolis [Member] | ||
Concentration, Percentage | 4.50% | 3.70% |
Real Estate Investment Concentration by City [Member] | Lubbock [Member] | ||
Concentration, Percentage | 3.90% | 4.40% |
Real Estate Investment Concentration by City [Member] | Cleveland [Member] | ||
Concentration, Percentage | 4.20% | 4.40% |
Real Estate Investment Concentration by City [Member] | Honolulu [Member] | ||
Concentration, Percentage | 5.70% | 6.20% |
Real Estate Investment Concentration by City [Member] | Milwaukee [Member] | ||
Concentration, Percentage | 2.80% | 2.60% |
Real Estate Investment Concentration by City [Member] | Nashville [Member] | ||
Concentration, Percentage | 2.80% | 2.70% |
Real Estate Investment Concentration by City [Member] | St Louis [Member] | ||
Concentration, Percentage | 3.90% | 3.70% |
Real Estate Investment Concentration by City [Member] | Minneapolis [Member] | ||
Concentration, Percentage | 3.80% | 3.80% |
Real Estate Investment Concentration by City [Member] | St Paul [Member] | ||
Concentration, Percentage | 2.60% | 2.60% |
Real Estate Investment Concentration by City [Member] | New Orleans[Member] | ||
Concentration, Percentage | 1.20% | 1.10% |
Real Estate Investment Concentration by City [Member] | Bridgeport [Member] | ||
Concentration, Percentage | 1.20% | 1.30% |
Real Estate Investment Concentration by City [Member] | Memphis [Member] | ||
Concentration, Percentage | 1.10% | 1.00% |
Real Estate Investment Concentration by City [Member] | San Jose [Member] | ||
Concentration, Percentage | 1.00% | 1.00% |
Real Estate Investment Concentration by City [Member] | Denver [Member] | ||
Concentration, Percentage | 0.20% | 0.20% |
Real Estate Investment Concentration by City [Member] | Louisville [Member] | ||
Concentration, Percentage | 0.20% | 0.20% |
Real Estate Investment Concentration by City [Member] | Clarksburg [Member] | ||
Concentration, Percentage | 0.20% | 0.40% |
Real Estate Investment Concentration by City [Member] | Wildwood [Member] | ||
Concentration, Percentage | 0.20% | 0.40% |
Real Estate Investment Concentration by City [Member] | Canton [Member] | ||
Concentration, Percentage | 1.10% | |
Real Estate Investment Concentration by City [Member] | Ft. Lauderdale [Member] | ||
Concentration, Percentage | 1.10% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Impairment of Long-Lived Assets - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Impairment | $ 6,500,000 | $ 500,000 | $ 14,100,000 | $ 1,400,000 |
Mabley Place Garage [Member] | ||||
Impairment | $ 3,000,000 | |||
Valuation Method | Income Capitalization | |||
MVP Houston Saks [Member] | ||||
Impairment | $ 2,500,000 | |||
Valuation Method | Income Capitalization | |||
MVP Milwaukee Wells [Member] | ||||
Impairment | $ 620,000 | |||
Valuation Method | Sales Comparison | |||
MVP Wildwood NJ Lot [Member] | ||||
Impairment | $ 535,000 | |||
Valuation Method | Sales Comparison | |||
MVP Indianapolis Meridian [Member] | ||||
Impairment | $ 50,000 | |||
Valuation Method | Income Capitalization | |||
MVP Clarksburg Lot [Member] | ||||
Impairment | $ 90,000 | |||
Valuation Method | Income Capitalization | |||
Minneapolis City Parking [Member] | ||||
Impairment | $ 320,000 | $ 500,000 | ||
Valuation Method | Sales Comparison | Income Capitalization | ||
33740 Crown Colony [Member] | ||||
Impairment | $ 95,000 | |||
Valuation Method | Income Capitalization | |||
MVP St Louis Washington [Member] | ||||
Impairment | $ 1,320,000 | $ 50,000 | ||
Valuation Method | Income Capitalization | Income Capitalization | ||
MVP Cincinnati Race Street [Member] | ||||
Impairment | $ 500,000 | |||
Valuation Method | Income Capitalization | |||
MVP Louisville Broadway [Member] | ||||
Impairment | $ 100,000 | |||
Valuation Method | Income Capitalization | |||
Cleveland Lincoln Garage [Member] | ||||
Impairment | $ 2,725,000 | |||
Valuation Method | Income Capitalization | |||
MVP Preferred Parking [Member] | ||||
Impairment | $ 740,000 | |||
Valuation Method | Sales Comparison | |||
MVP New Orleans Rampart [Member] | ||||
Impairment | $ 270,000 | |||
Valuation Method | Income Capitalization | |||
MVP Hawaii Marks Garage [Member] | ||||
Impairment | $ 1,250,000 | |||
Valuation Method | Income Capitalization | |||
Total [Member] | ||||
Impairment | $ 14,115,000 | $ 1,452,000 | ||
MVP Memphis Court [Member] | ||||
Impairment | $ 558,000 | |||
Valuation Method | Sales Comparison | |||
MVP San Jose 88 Garage [Member] | ||||
Impairment | $ 344,000 | |||
Valuation Method | Income Capitalization |
Investments in Real Estate (Det
Investments in Real Estate (Detail) - Schedule of Real Estate Properties | 9 Months Ended |
Sep. 30, 2020USD ($)aft² | |
MVP Cleveland West 9th [Member] | |
Location | Cleveland, OH |
Date Acquired | 5/11/2016 |
Property Type | Lot |
# Spaces | 260 |
Property Size (Acres) | a | 2 |
Investment Amount | $ 5,845,000 |
Parking Tenant | SP + |
33740 Crown Colony [Member] | |
Location | Cleveland, OH |
Date Acquired | 5/17/2016 |
Property Type | Lot |
# Spaces | 82 |
Property Size (Acres) | a | 0.54 |
Investment Amount | $ 2,954,000 |
Parking Tenant | SP + |
MCI 1372 Street [Member] | |
Location | Canton, OH |
Date Acquired | 7/8/2016 |
Property Type | Lot |
# Spaces | 66 |
Property Size (Acres) | a | 0.44 |
Investment Amount | $ 700,000 |
Parking Tenant | ABM |
MVP Cincinnati Race Street Garage [Member] | |
Location | Cincinnati, OH |
Date Acquired | 7/8/2016 |
Property Type | Garage |
# Spaces | 350 |
Property Size (Acres) | a | 0.63 |
Investment Amount | $ 5,848,000 |
Parking Tenant | SP + |
MVP St. Louis Washington [Member] | |
Location | St Louis, MO |
Date Acquired | 7/18/2016 |
Property Type | Lot |
# Spaces | 63 |
Property Size (Acres) | a | 0.39 |
Investment Amount | $ 1,637,000 |
Parking Tenant | SP + |
MVP St. Paul Holiday Garage [Member] | |
Location | St Paul, MN |
Date Acquired | 8/12/2016 |
Property Type | Garage |
# Spaces | 285 |
Property Size (Acres) | a | 0.85 |
Investment Amount | $ 8,396,000 |
Parking Tenant | Interstate Parking |
MVP Louisville Station Broadway [Member] | |
Location | Louisville, KY |
Date Acquired | 8/23/2016 |
Property Type | Lot |
# Spaces | 165 |
Property Size (Acres) | a | 1.25 |
Investment Amount | $ 3,007,000 |
Parking Tenant | Riverside Parking |
White Front Garage Partners [Member] | |
Location | Nashville, TN |
Date Acquired | 9/30/2016 |
Property Type | Garage |
# Spaces | 155 |
Property Size (Acres) | a | 0.26 |
Investment Amount | $ 11,672,000 |
Parking Tenant | Premier Parking |
Cleveland Lincoln Garage Owners [Member] | |
Location | Cleveland, OH |
Date Acquired | 10/19/2016 |
Property Type | Garage |
# Spaces | 536 |
Property Size (Acres) | a | 1.14 |
Retail Sq. Ft | ft² | 45,272 |
Investment Amount | $ 8,272,000 |
Parking Tenant | SP + |
MVP Houston Preston Lot [Member] | |
Location | Houston, TX |
Date Acquired | 11/22/2016 |
Property Type | Lot |
# Spaces | 46 |
Property Size (Acres) | a | 0.23 |
Investment Amount | $ 2,820,000 |
Parking Tenant | Premier Parking |
MVP Houston San Jacinto Lot [Member] | |
Location | Houston, TX |
Date Acquired | 11/22/2016 |
Property Type | Lot |
# Spaces | 85 |
Property Size (Acres) | a | 0.65 |
Retail Sq. Ft | ft² | 240 |
Investment Amount | $ 3,250,000 |
Parking Tenant | Premier Parking |
MVP Detroit Center Garage [Member] | |
Location | Detroit, MI |
Date Acquired | 2/1/2017 |
Property Type | Garage |
# Spaces | 1,275 |
Property Size (Acres) | a | 1.28 |
Investment Amount | $ 55,477,000 |
Parking Tenant | SP + |
St. Louis Broadway [Member] | |
Location | St Louis, MO |
Date Acquired | 5/6/2017 |
Property Type | Lot |
# Spaces | 161 |
Property Size (Acres) | a | 0.96 |
Investment Amount | $ 2,400,000 |
Parking Tenant | St. Louis Parking |
St. Louis Seventh & Cerre [Member] | |
Location | St Louis, MO |
Date Acquired | 5/6/2017 |
Property Type | Lot |
# Spaces | 174 |
Property Size (Acres) | a | 1.06 |
Investment Amount | $ 3,300,000 |
Parking Tenant | St. Louis Parking |
MVP Preferred Parking [Member] | |
Location | Houston, TX |
Date Acquired | 8/1/2017 |
Property Type | Garage/Lot |
# Spaces | 528 |
Property Size (Acres) | a | 0.98 |
Retail Sq. Ft | ft² | 784 |
Investment Amount | $ 20,479,000 |
Parking Tenant | Premier Parking |
MVP Raider Park Garage [Member] | |
Location | Lubbock, TX |
Date Acquired | 11/21/2017 |
Property Type | Garage |
# Spaces | 1,495 |
Property Size (Acres) | a | 2.15 |
Retail Sq. Ft | ft² | 20,536 |
Investment Amount | $ 13,517,000 |
Parking Tenant | ISOM Management |
MVP PF Memphis Poplar [Member] | |
Location | Memphis, TN |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 127 |
Property Size (Acres) | a | 0.87 |
Investment Amount | $ 3,669,000 |
Parking Tenant | Best Park |
MVP PF St. Louis [Member] | |
Location | St Louis, MO |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 183 |
Property Size (Acres) | a | 1.22 |
Investment Amount | $ 5,041,000 |
Parking Tenant | SP + |
Mabley Place Garage [Member] | |
Location | Cincinnati, OH |
Date Acquired | 12/15/2017 |
Property Type | Garage |
# Spaces | 775 |
Property Size (Acres) | a | 0.9 |
Retail Sq. Ft | ft² | 8,400 |
Investment Amount | $ 18,210,000 |
Parking Tenant | SP + |
MVP Denver Sherman [Member] | |
Location | Denver, CO |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 28 |
Property Size (Acres) | a | 0.14 |
Investment Amount | $ 705,000 |
Parking Tenant | Denver School |
MVP Fort Worth Taylor [Member] | |
Location | Fort Worth, TX |
Date Acquired | 12/15/2017 |
Property Type | Garage |
# Spaces | 1,013 |
Property Size (Acres) | a | 1.18 |
Retail Sq. Ft | ft² | 11,828 |
Investment Amount | $ 27,663,000 |
Parking Tenant | SP + |
MVP Milwaukee Old World [Member] | |
Location | Milwaukee, WI |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 54 |
Property Size (Acres) | a | 0.26 |
Investment Amount | $ 2,044,000 |
Parking Tenant | SP + |
MVP Houston Saks Garage [Member] | |
Location | Houston, TX |
Date Acquired | 12/15/2017 |
Property Type | Garage |
# Spaces | 265 |
Property Size (Acres) | a | 0.36 |
Retail Sq. Ft | ft² | 5,000 |
Investment Amount | $ 7,923,000 |
Parking Tenant | Premier Parking |
MVP Milwaukee Wells [Member] | |
Location | Milwaukee, WI |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 148 |
Property Size (Acres) | a | 1.07 |
Investment Amount | $ 4,463,000 |
Parking Tenant | Symphony |
MVP Wildwood NJ Lot 1 [Member] | |
Location | Wildwood, NJ |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 29 |
Property Size (Acres) | a | 0.26 |
Investment Amount | $ 278,000 |
Parking Tenant | SP + |
MVP Wildwood NJ Lot 2 [Member] | |
Location | Wildwood, NJ |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 45 |
Property Size (Acres) | a | 0.31 |
Investment Amount | $ 419,000 |
Parking Tenant | SP+ |
MVP Indianapolis City Park [Member] | |
Location | Indianapolis, IN |
Date Acquired | 12/15/2017 |
Property Type | Garage |
# Spaces | 370 |
Property Size (Acres) | a | 0.47 |
Investment Amount | $ 10,934,000 |
Parking Tenant | Denison |
MVP Indianapolis WA Street [Member] | |
Location | Indianapolis, IN |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 141 |
Property Size (Acres) | a | 1.07 |
Investment Amount | $ 5,749,000 |
Parking Tenant | Denison |
MVP Minneapolis Venture [Member] | |
Location | Minneapolis, MN |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 195 |
Property Size (Acres) | a | 1.65 |
Investment Amount | $ 4,013,000 |
Parking Tenant | N/A |
Minneapolis City Parking [Member] | |
Location | Minneapolis, MN |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 268 |
Property Size (Acres) | a | 1.98 |
Investment Amount | $ 7,718,000 |
Parking Tenant | SP + |
MVP Indianapolis Meridian [Member] | |
Location | Indianapolis, IN |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 36 |
Property Size (Acres) | a | 0.24 |
Investment Amount | $ 1,551,000 |
Parking Tenant | Denison |
MVP Milwaukee Clybourn [Member] | |
Location | Milwaukee, WI |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 15 |
Property Size (Acres) | a | 0.06 |
Investment Amount | $ 262,000 |
Parking Tenant | Secure |
MVP Milwaukee Arena Lot [Member] | |
Location | Milwaukee, WI |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 75 |
Property Size (Acres) | a | 1.11 |
Investment Amount | $ 4,631,000 |
Parking Tenant | SP + |
MVP Clarksburg Lot [Member] | |
Location | Clarksburg, WV |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 94 |
Property Size (Acres) | a | 0.81 |
Investment Amount | $ 625,000 |
Parking Tenant | ABM |
MVP Denver Sherman 1935 [Member] | |
Location | Denver, CO |
Date Acquired | 12/15/2017 |
Property Type | Lot |
# Spaces | 72 |
Property Size (Acres) | a | 0.43 |
Investment Amount | $ 2,533,000 |
Parking Tenant | SP + |
MVP Bridgeport Fairfield [Member] | |
Location | Bridgeport, CT |
Date Acquired | 12/15/2017 |
Property Type | Garage |
# Spaces | 878 |
Property Size (Acres) | a | 1.01 |
Retail Sq. Ft | ft² | 4,349 |
Investment Amount | $ 8,268,000 |
Parking Tenant | SP + |
MVP New Orleans Rampart [Member] | |
Location | New Orleans, LA |
Date Acquired | 2/1/2018 |
Property Type | Lot |
# Spaces | 78 |
Property Size (Acres) | a | 0.44 |
Investment Amount | $ 7,835,000 |
Parking Tenant | 342 N. Rampart |
MVP Hawaii Marks Garage [Member] | |
Location | Honolulu, HI |
Date Acquired | 6/21/2018 |
Property Type | Garage |
# Spaces | 311 |
Property Size (Acres) | a | 0.77 |
Retail Sq. Ft | ft² | 16,205 |
Investment Amount | $ 19,951,000 |
Parking Tenant | SP + |
Construction in progress [Member] | |
Investment Amount | $ 1,151,000 |
Total Investment in real estate and fixed assets [Member] | |
Investment Amount | $ 295,210,000 |
Disposition Investments in Re_3
Disposition Investments in Real Estate (Detail) - Summary Of The Results Of Operations Related To The Assets Held For Sale - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue | $ 3,510,000 | $ 6,081,000 | $ 12,523,000 | $ 16,882,000 |
Expenses | 10,834,000 | 8,435,000 | 27,173,000 | 51,183,000 |
Income/(Loss) from assets held for sale, net of income taxes | (7,324,000) | (2,354,000) | (14,650,000) | (34,301,000) |
Real Estate [Member] | San Jose 88 Garage, LLC [Member] | ||||
Revenue | 113,000 | 113,000 | 338,000 | |
Expenses | 102,000 | 191,000 | 705,000 | |
Income/(Loss) from assets held for sale, net of income taxes | $ 11,000 | $ (78,000) | $ (367,000) |
Notes Payable (Detail) - Schedu
Notes Payable (Detail) - Schedule of Debt | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Less unamortized loan issuance costs [Member] | |
Less unamortized loan issuance costs | $ (1,257,000) |
Total Investment in real estate and fixed assets [Member] | |
Current Loan Balance | 158,191,000 |
MVP Cincinnati Race Street, LLC [Member] | |
Original Debt Amount | 2,550,000 |
Current Loan Balance | $ 2,550,000 |
Lender | Multiple |
Term | 1 year |
Interest Rate | 7.50% |
Loan Maturity | Apr. 30, 2021 |
MVP Wildwood NJ Lot, LLC [Member] | |
Original Debt Amount | $ 1,000,000 |
Current Loan Balance | $ 1,000,000 |
Lender | Tigges Construction Co. |
Term | 1 year |
Interest Rate | 7.50% |
Loan Maturity | Apr. 30, 2021 |
The Parking REIT D&O Insurance [Member] | |
Original Debt Amount | $ 1,185,000 |
Monthly Payment (approx.) | 150,000 |
Current Loan Balance | $ 744,000 |
Lender | MetaBank |
Term | 1 year |
Interest Rate | 3.60% |
Loan Maturity | Feb. 28, 2021 |
Minneapolis Venture [Member] | |
Original Debt Amount | $ 2,000,000 |
Current Loan Balance | $ 2,000,000 |
Lender | Multiple |
Term | 1 year |
Interest Rate | 8.00% |
Loan Maturity | Apr. 30, 2021 |
MVP Raider Park Garage, LLC [Member] | |
Original Debt Amount | $ 7,400,000 |
Current Loan Balance | $ 7,400,000 |
Lender | LoanCore |
Term | 2 years |
Loan Maturity | Dec. 9, 2020 |
MVP New Orleans Rampart, LLC [Member] | |
Original Debt Amount | $ 5,300,000 |
Current Loan Balance | $ 5,300,000 |
Lender | LoanCore |
Term | 2 years |
Loan Maturity | Dec. 9, 2020 |
MVP Hawaii Marks Garage, LLC [Member] | |
Original Debt Amount | $ 13,500,000 |
Current Loan Balance | $ 13,500,000 |
Lender | LoanCore |
Term | 2 years |
Loan Maturity | Dec. 9, 2020 |
MVP Milwaukee Wells, LLC [Member] | |
Original Debt Amount | $ 2,700,000 |
Current Loan Balance | $ 2,700,000 |
Lender | LoanCore |
Term | 2 years |
Loan Maturity | Dec. 9, 2020 |
MVP Indianapolis City Park, LLC [Member] | |
Original Debt Amount | $ 7,200,000 |
Current Loan Balance | $ 7,200,000 |
Lender | LoanCore |
Term | 2 years |
Loan Maturity | Dec. 9, 2020 |
MVP Indianapolis WA Street, LLC [Member] | |
Original Debt Amount | $ 3,400,000 |
Current Loan Balance | $ 3,400,000 |
Lender | LoanCore |
Term | 2 years |
Loan Maturity | Dec. 9, 2020 |
MVP Clarksburg Lot [Member] | |
Original Debt Amount | $ 476,000 |
Current Loan Balance | $ 476,000 |
Lender | Multiple |
Term | 1 year |
Interest Rate | 7.50% |
Loan Maturity | May 21, 2021 |
MCI 1372 Street [Member] | |
Original Debt Amount | $ 574,000 |
Current Loan Balance | $ 574,000 |
Lender | Multiple |
Term | 1 year |
Interest Rate | 7.50% |
Loan Maturity | May 27, 2021 |
MVP Milwaukee Old World [Member] | |
Original Debt Amount | $ 771,000 |
Current Loan Balance | $ 771,000 |
Lender | Multiple |
Term | 1 year |
Interest Rate | 7.50% |
Loan Maturity | May 27, 2021 |
MVP Milwaukee Clybourn [Member] | |
Original Debt Amount | $ 191,000 |
Current Loan Balance | $ 191,000 |
Lender | Multiple |
Term | 1 year |
Interest Rate | 7.50% |
Loan Maturity | May 27, 2021 |
SBA PPP Loan [Member] | |
Original Debt Amount | $ 348,000 |
Monthly Payment (approx.) | 14,700 |
Current Loan Balance | $ 348,000 |
Lender | Small Business Administration |
Term | 2 years |
Interest Rate | 1.00% |
Loan Maturity | Oct. 22, 2022 |
MVP Memphis Poplar [Member] | |
Original Debt Amount | $ 1,800,000 |
Current Loan Balance | $ 1,800,000 |
Lender | LoanCore |
Term | 5 years |
Interest Rate | 5.38% |
Loan Maturity | Mar. 6, 2024 |
MVP St. Louis [Member] | |
Original Debt Amount | $ 3,700,000 |
Current Loan Balance | $ 3,700,000 |
Lender | LoanCore |
Term | 5 years |
Interest Rate | 5.38% |
Loan Maturity | Mar. 6, 2024 |
Mabley Place Garage, LLC [Member] | |
Original Debt Amount | $ 9,000,000 |
Monthly Payment (approx.) | 44,000 |
Current Loan Balance | $ 8,052,000 |
Lender | Barclays |
Term | 10 years |
Interest Rate | 4.25% |
Loan Maturity | Dec. 6, 2024 |
MVP Houston Saks Garage, LLC [Member] | |
Original Debt Amount | $ 3,650,000 |
Monthly Payment (approx.) | 20,000 |
Current Loan Balance | $ 3,189,000 |
Lender | Barclays Bank PLC |
Term | 10 years |
Interest Rate | 4.25% |
Loan Maturity | Aug. 6, 2025 |
Minneapolis City Parking, LLC [Member] | |
Original Debt Amount | $ 5,250,000 |
Monthly Payment (approx.) | 29,000 |
Current Loan Balance | $ 4,694,000 |
Lender | American National Insurance, of NY |
Term | 10 years |
Interest Rate | 4.50% |
Loan Maturity | May 1, 2026 |
MVP Bridgeport Fairfield Garage, LLC [Member] | |
Original Debt Amount | $ 4,400,000 |
Monthly Payment (approx.) | 23,000 |
Current Loan Balance | $ 3,965,000 |
Lender | FBL Financial Group, Inc. |
Term | 10 years |
Interest Rate | 4.00% |
Loan Maturity | Aug. 1, 2026 |
West 9th Properties II, LLC [Member] | |
Original Debt Amount | $ 5,300,000 |
Monthly Payment (approx.) | 30,000 |
Current Loan Balance | $ 4,808,000 |
Lender | American National Insurance Co. |
Term | 10 years |
Interest Rate | 4.50% |
Loan Maturity | Nov. 1, 2026 |
MVP Fort Worth Taylor, LLC [Member] | |
Original Debt Amount | $ 13,150,000 |
Monthly Payment (approx.) | 73,000 |
Current Loan Balance | $ 11,959,000 |
Lender | American National Insurance, of NY |
Term | 10 years |
Interest Rate | 4.50% |
Loan Maturity | Dec. 1, 2026 |
MVP Detroit Center Garage, LLC [Member] | |
Original Debt Amount | $ 31,500,000 |
Monthly Payment (approx.) | 194,000 |
Current Loan Balance | $ 29,212,000 |
Lender | Bank of America |
Term | 10 years |
Interest Rate | 5.52% |
Loan Maturity | Feb. 1, 2027 |
MVP St Louis Washington, LLC [Member] | |
Original Debt Amount | $ 1,380,000 |
Monthly Payment (approx.) | 8,000 |
Current Loan Balance | $ 1,341,000 |
Lender | KeyBank |
Term | 10 years |
Interest Rate | 4.90% |
Loan Maturity | May 1, 2027 |
St Paul Holiday Garage, LLC [Member] | |
Original Debt Amount | $ 4,132,000 |
Monthly Payment (approx.) | 24,000 |
Current Loan Balance | $ 4,013,000 |
Lender | KeyBank |
Term | 10 years |
Interest Rate | 4.90% |
Loan Maturity | May 1, 2027 |
Cleveland Lincoln Garage, LLC [Member] | |
Original Debt Amount | $ 3,999,000 |
Monthly Payment (approx.) | 23,000 |
Current Loan Balance | $ 3,884,000 |
Lender | KeyBank |
Term | 10 years |
Interest Rate | 4.90% |
Loan Maturity | May 1, 2027 |
MVP Denver Sherman, LLC [Member] | |
Original Debt Amount | $ 286,000 |
Monthly Payment (approx.) | 2,000 |
Current Loan Balance | $ 277,000 |
Lender | KeyBank |
Term | 10 years |
Interest Rate | 4.90% |
Loan Maturity | May 1, 2027 |
MVP Milwaukee Arena Lot, LLC [Member] | |
Original Debt Amount | $ 2,142,000 |
Monthly Payment (approx.) | 12,000 |
Current Loan Balance | $ 2,081,000 |
Lender | KeyBank |
Term | 10 years |
Interest Rate | 4.90% |
Loan Maturity | May 1, 2027 |
MVP Denver Sherman 1935, LLC [Member] | |
Original Debt Amount | $ 762,000 |
Monthly Payment (approx.) | 4,000 |
Current Loan Balance | $ 740,000 |
Lender | KeyBank |
Term | 10 years |
Interest Rate | 4.90% |
Loan Maturity | May 1, 2027 |
MVP 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 |
MVP Whitefront Garage, LLC [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, LLC [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, LLC [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, LLC [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 | $ 2,057,000 |
Current Loan Balance | $ 2,057,000 |
Lender | Cantor Commercial Real Estate |
Term | 10 years |
Interest Rate | 5.03% |
Loan Maturity | May 6, 2027 |
MVP Indianapolis Meridian Lot, LLC [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 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 |
Notes Payable (Detail) - Future
Notes Payable (Detail) - Future Principal Payments On The Notes Payable | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Period One [Member] | |
Principal Payments | $ 48,654,000 |
Period Two [Member] | |
Principal Payments | 2,087,000 |
Period Three [Member] | |
Principal Payments | 2,252,000 |
Period Four [Member] | |
Principal Payments | 2,498,000 |
Period Five [Member] | |
Principal Payments | 15,283,000 |
Thereafter [Member] | |
Principal Payments | 88,674,000 |
Less unamortized loan issuance costs [Member] | |
Less unamortized loan issuance costs | (1,257,000) |
Total [Member] | |
Principal Payments | $ 158,191,000 |
Notes Payable (Detail) - Notes
Notes Payable (Detail) - Notes Payable Paid in Full In Period | 9 Months Ended |
Sep. 30, 2020USD ($) | |
MVP San Jose 88 Garage LLC [Member] | |
Original Debt Amount | $ 1,645,000 |
Current Loan Balance | |
Lender | Multiple |
Term | 1 year |
Interest Rate | 7.50% |
Loan Maturity | Jun. 30, 2020 |
The Parking REIT DO Insurance [Member] | |
Original Debt Amount | $ 1,681,000 |
Monthly Payment | 171,000 |
Current Loan Balance | |
Lender | MetaBank |
Term | 1 year |
Interest Rate | 8.00% |
Loan Maturity | Apr. 30, 2020 |
Investment in DST (Detail) - Su
Investment in DST (Detail) - Summarized Financial Information - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Assets | ||||||
Investments in real estate and fixed assets | $ 72,000 | $ 72,000 | $ 21,000 | |||
Cash | 6,894,000 | $ 9,723,000 | 6,894,000 | $ 9,723,000 | 11,644,000 | $ 9,435,000 |
Cash - restricted | 3,428,000 | 3,428,000 | 3,937,000 | |||
Due from related parties | 1,000 | 1,000 | ||||
Prepaid expenses | 1,746,000 | 1,746,000 | 1,679,000 | |||
Total Assets | 295,396,000 | 295,396,000 | 318,344,000 | |||
Liabilities | ||||||
Notes payable, net of unamortized loan issuance costs of approximately $47,000 and $46,000 as of September 30, 2020 and December 31, 2019, respectively | 158,191,000 | 158,191,000 | 159,120,000 | |||
Accounts payable and accrued liabilities | 10,551,000 | 10,551,000 | 10,883,000 | |||
Due to related party | 54,000 | |||||
Total Liabilities | 188,111,000 | 188,111,000 | 188,099,000 | |||
Equity | ||||||
Member's Equity | 2,046,000 | 2,046,000 | 2,619,000 | |||
Accumulated earnings | (86,520,000) | (86,520,000) | (66,511,000) | |||
Total Equity | 105,239,000 | 105,239,000 | 127,626,000 | |||
Total liabilities and equity | 295,396,000 | 295,396,000 | 318,344,000 | |||
Income Statement | ||||||
Revenue | 3,510,000 | 6,081,000 | 12,523,000 | 16,882,000 | ||
Equity Method Investments [Member] | ||||||
Assets | ||||||
Investments in real estate and fixed assets | 11,512,000 | 11,512,000 | 11,512,000 | |||
Cash | 1,000 | 1,000 | 28,000 | |||
Cash - restricted | 31,000 | 31,000 | 24,000 | |||
Due from related parties | 158,000 | 158,000 | ||||
Prepaid expenses | 12,000 | 12,000 | 10,000 | |||
Total Assets | 11,714,000 | 11,714,000 | 11,574,000 | |||
Liabilities | ||||||
Notes payable, net of unamortized loan issuance costs of approximately $47,000 and $46,000 as of September 30, 2020 and December 31, 2019, respectively | 5,953,000 | 5,953,000 | 5,954,000 | |||
Accounts payable and accrued liabilities | 303,000 | 303,000 | 93,000 | |||
Due to related party | 57,000 | |||||
Total Liabilities | 6,256,000 | 6,256,000 | 6,104,000 | |||
Equity | ||||||
Member's Equity | 6,129,000 | 6,129,000 | 6,129,000 | |||
Offering costs | (574,000) | (574,000) | (574,000) | |||
Accumulated earnings | 1,220,000 | 1,220,000 | 952,000 | |||
Distributions to members | (1,317,000) | (1,317,000) | (1,037,000) | |||
Total Equity | 5,458,000 | 5,458,000 | 5,470,000 | |||
Total liabilities and equity | 11,714,000 | 11,714,000 | $ 11,574,000 | |||
Income Statement | ||||||
Revenue | 182,000 | 183,000 | 547,000 | 556,000 | ||
Expenses | (99,000) | (91,000) | (279,000) | (269,000) | ||
Net income | $ 83,000 | $ 92,000 | $ 268,000 | $ 287,000 |
Right of Use Leased Asset and_3
Right of Use Leased Asset and Lease Liability (Detail) - Future Lease Liability | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
2020 | $ 37,000 |
2021 | 114,000 |
2022 | 121,000 |
2023 | 127,000 |
2024 | 134,000 |
Thereafter | 776,000 |
Total | $ 1,309,000 |
Deferred Management Internali_3
Deferred Management Internalization (Detail) - Internalization Consideration - USD ($) | 1 Months Ended | 9 Months Ended | |
Dec. 31, 2019 | Apr. 30, 2019 | Sep. 30, 2020 | |
Shares Issued in Period, shares | (400,000) | (400,000) | |
Internalization Consideration [Member] | |||
Deferred Shares to Purchase, shares | 800,000 | ||
Deferred Shares to Purchase, value | $ 17,800,000 | ||
Share Price at $17.50 | |||
Right To Purcharse Shares, shares | 1,100,000 | ||
Right to Purchase Shares, value | $ 19,250,000 | ||
Share Price at $17.50 | April 1, 2019 [Member] | |||
Shares Issued in Period, shares | (400,000) | ||
Shares Issued in Period, value | $ (7,000,000) | ||
Share Price at $17.50 | Dec 31, 2019 [Member] | |||
Shares Issued in Period, shares | (400,000) | ||
Shares Issued in Period, value | $ (7,000,000) | ||
Share Price at $25.10 | |||
Right To Purcharse Shares, shares | 500,000 | ||
Right to Purchase Shares, value | $ 12,550,000 | ||
Total Investment in real estate and fixed assets [Member] | |||
Right To Purcharse Shares, shares | 1,600,000 | ||
Right to Purchase Shares, value | $ 31,800,000 |
Organization and Proposed Busin
Organization and Proposed Business Operations (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Date of Incorporation | May 4, 2015 | |
Capitalization | ||
Shares Issued and Outstanding | 7,327,696 | 7,332,811 |
Preferred Stock Series A [Member] | ||
Capitalization | ||
Preferred stock, shares authorized | 50,000 | 50,000 |
Private Placement | The Company commenced a private placement of the shares of Series A, together with warrants to acquire the Company’s common stock, to accredited investors on November 1, 2016 and closed the offering on March 24, 2017. | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock proceeds, net of offering costs | $ 2,500,000 | |
Preferred stock, shares issued | 2,862 | 2,862 |
Preferred stock, shares outstanding | 2,862 | 2,862 |
Preferred Stock Series 1 [Member] | ||
Capitalization | ||
Preferred stock, shares authorized | 97,000 | 97,000 |
Private Placement | On April 7, 2017, the Company commenced a private placement of shares of Series 1, together with warrants to acquire the Company’s common stock to accredited investors and closed the offering on January 31, 2018. | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock proceeds, net of offering costs | $ 36,000,000 | |
Preferred stock, shares issued | 39,811 | 39,811 |
Preferred stock, shares outstanding | 39,811 | 39,811 |
Sponsor [Member] | ||
Capitalization | ||
Shares Issued and Outstanding | 8,000 | |
Stock Issued Value | $ 200,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2020USD ($)shares | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($)shares | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($)shares | May 26, 2020USD ($) | Dec. 31, 2019USD ($)shares | |
Liquidity Matters | ||||||||||
Net Loss | $ (9,606,000) | $ (9,811,000) | $ (1,155,000) | $ (2,333,000) | $ (34,833,000) | $ (1,754,000) | $ (20,572,000) | $ (38,920,000) | ||
Number of Parking Tenants | 14 | 16 | 14 | 16 | ||||||
Concentration Risk, Percentage, Major Customer, SP+ | 61.00% | |||||||||
Major Customer SP+ Characteristics | SP+ is one of the largest providers of parking management in the United States. As of September 30, 2020, SP+ managed approximately 3,200 locations in North America. | |||||||||
Impairment of Long-Lived Assets | $ 6,500,000 | $ 500,000 | $ 14,100,000 | $ 1,400,000 | ||||||
Federally Insured Amount Limit | 250,000 | 250,000 | $ 250,000 | |||||||
Cash In Excess Of The Federally Insured Limits | 700,000 | 700,000 | $ 2,700,000 | |||||||
Advertising Costs | ||||||||||
Outstanding Common Share Equivalents | shares | ||||||||||
Preferred Stock Series A [Member] | ||||||||||
Liquidity Matters | ||||||||||
Preferred stock, shares outstanding | shares | 2,862 | 2,862 | 2,862 | |||||||
Preferred Stock Series 1 [Member] | ||||||||||
Liquidity Matters | ||||||||||
Preferred stock, shares outstanding | shares | 39,811 | 39,811 | 39,811 | |||||||
Liquidity [Member] | ||||||||||
Liquidity Matters | ||||||||||
Net Loss | $ 20,000,000 | |||||||||
Cash, Cash Equivalents and Restricted Cash | $ 6,900,000 | 6,900,000 | ||||||||
Sale of Property | $ 4,100,000 | |||||||||
CARES Act Loan Funding Received | $ 348,000 |
Related Party Transactions an_2
Related Party Transactions and Arrangements (Details Narrative) - shares | Sep. 30, 2020 | Dec. 31, 2019 |
Ownership of Company Stock | ||
Common Stock Outstanding | 7,327,696 | 7,332,811 |
Sponsor [Member] | ||
Ownership of Company Stock | ||
Common Stock Outstanding | 9,108 | |
VRM II [Member] | ||
Ownership of Company Stock | ||
Common Stock Outstanding | 844,960 | |
VRM I [Member] | ||
Ownership of Company Stock | ||
Common Stock Outstanding | 456,834 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stock Options Granted Percentage Limit | 10.00% | |||
Aggregate Maximum Number of Shares Under Incentive Plan | 500,000 | 500,000 | ||
Long-Term Incentive Plan [Member] | ||||
Grants |
Disposition Investments in Re_4
Disposition Investments in Real Estate (Details Narrative) - Parking Garage in San Jose, CA [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | May 26, 2020 | |
Property Sold, Cash Consideration | $ 4,100,000 | |
Debt Paid | $ 2,500,000 | |
Original Purchase Price | 3,600,000 | |
Gain on Sale | $ 700,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - Loans [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Interest Incurred | $ 2,100,000 | $ 2,200,000 | $ 6,300,000 | $ 6,500,000 |
Loan Amortization Cost | $ 200,000 | $ 200,000 | $ 600,000 | $ 700,000 |
Investment In DST (Details Narr
Investment In DST (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
May 31, 2017USD ($)a | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | |
MVP St. Louis Cardinal Lot, DST [Member] | |||||
Property Location | South Broadway, St. Louis, Missouri 63103 | ||||
Area (acres) | a | 2.56 | ||||
No. Parking Spaces | 376 | ||||
Purchase Price | $ 11,350,000 | ||||
Purchase Details | The Property was purchased by MVP St. Louis from an unaffiliated seller for a purchase price of $11,350,000, plus payment of closing costs, financing costs, and related transactional costs. | ||||
Mortgage | |||||
Tenant | MVP St. Louis, as landlord, entered into a 10-year master lease | ||||
Minimum Revenue | $ 414,000 | ||||
Distributions Received | $ 52,000 | $ 34,000 | $ 170,000 | ||
MVP St. Louis Cardinal Lot, DST [Member] | Mortgage Loan [Member] | |||||
Mortgage | |||||
Debt Issuer | Cantor Commercial Real Estate Lending, L.P | ||||
Amount | $ 6,000,000 | ||||
Term | 10 years | ||||
Interest | 5.25% | ||||
Annual Debt Service Payment | $ 315,000 | ||||
MVP St. Louis [Member] | |||||
Percentage Investment in MVP St. Louis | 51.00% | ||||
Real Estate Investment In Joint Venture Amount | $ 2,800,000 | ||||
Mortgage | |||||
Lease Term | 10 years |
Right of Use Leased Asset and_4
Right of Use Leased Asset and Lease Liability (Details Narrative) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Lease Term | 10 years | 10 years |
Annual Payment | $ 180,480 | |
Right of Use Leased Asset and Right of Use Leased Liability | 1,309,000 | |
Operating Lease Expense | $ 45,000 | $ 135,000 |
Preferred Stock and Warrants (D
Preferred Stock and Warrants (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Preferred Stock Series A [Member] | ||
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Share Value Raised | $ 2,500,000 | |
Dividends | The holders of the Series A Preferred Stock are 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. Since a Listing Event, as defined in the charter, did not occur by March 31, 2018, the cash dividend rate has been increased to 7.50%, until a Listing Event at which time, the annual dividend rate will be reduced to 5.75% of the Stated Value. Based on the number of Series A shares outstanding at September 30, 2020, the increased dividend rate costs the Company approximately $13,000 more per quarter in Series A dividends. | |
Conversion Options | Subject to the Company’s redemption rights as described below, each Series A 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 “Series 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 the Series A offering (whether or not a Listing Event has occurred). Each Series A 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 “Series A Conversion Price”) determined as follows: Provided there has been a Listing Event, if a Series A Conversion Notice with respect to any Series A share is received on or prior to the day immediately preceding the first anniversary of the issuance of such share, the Series A Conversion Price 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 Series A Conversion Notice. Provided there has been a Listing Event, if a Series A Conversion Notice with respect to any Series A share is received after the first anniversary of the issuance of such share, the Series A Conversion Price 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 Series A Conversion Notice. If a Series A Conversion Notice with respect to any Series A share is received on or after the second anniversary of the final closing of the Series A offering, and at the time of receipt of such Series A Conversion Notice, a Listing Event has not occurred, the Series A Conversion Price will be equal to 100% of the Company’s net asset value per share. If 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 Series 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 the 10th trading day prior to the close of trading on the applicable Conversion Date. | |
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 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 September 30, 2020, there were detachable warrants that may be exercised for 84,510 shares of the Company’s common stock after the 90th day following the occurrence of a listing event. These potential warrants will expire five years from the 90th day after the occurrence of a listing event. If all the potential warrants outstanding at September 30, 2020 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 the date of this filing the Company had an estimated fair market value of potential warrants that was immaterial. On March 24, 2020, the Company’s board of directors unanimously authorized the suspension of the payment of distributions on the Series A, however, such distributions will continue to accrue in accordance with the terms of the Series A. | |
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 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 Series 1 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 Series 1 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 since a Listing Event has not occurred by April 7, 2018, the annual dividend rate on all Series 1 shares (without regard to Qualified Purchaser status) has been 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 September 30, 2020, the increased dividend rate costs the Company approximately $150,000 more per quarter in Series 1 dividends. | |
Conversion Options | Subject to the Company’s redemption rights as described below, each Series 1 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 “Series 1 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 Series 1 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 “Series 1 Conversion Price”) determined as follows: Provided there has been a Listing Event, if a Series 1 Conversion Notice is received prior to December 1, 2017, the Series 1 Conversion Price 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 Series 1 Conversion Notice. Provided there has been a Listing Event, if a Series 1 Conversion Notice is received on or after December 1, 2017, the Series 1 Conversion Price 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 Series 1 Conversion Notice. If a Series 1 Conversion Notice is received on or after April 7, 2019, and at the time of receipt of such Series 1 Conversion Notice, a Listing Event has not occurred, the Series 1 Conversion Price for such Share will be equal to 100% of the Company’s net asset value per share, or NAV per share. 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 1 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 1 Preferred Stock subject to a Series 1 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 the 10th trading day prior to the close of trading on the Conversion Date for such Shares. | |
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 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 September 30, 2020, there were detachable warrants that may be exercised for 1,382,675 shares of the Company’s common stock after the 90th day following the occurrence of a listing event. These potential warrants will expire five years from the 90th day after the occurrence of a listing event. If all the potential warrants outstanding at September 30, 2020 became exercisable because of a listing event and were exercised at the minimum price of $25 per share, gross proceeds to the Company would be approximately $34.6 million and as a result the Company would issue an additional 1,382,675 shares of common stock. As of the date of this filing the Company had an estimated fair market value of potential warrants that was immaterial. On March 24, 2020, the Company’s board of directors unanimously authorized the suspension of the payment of distributions on the Series 1, however, such distributions will continue to accrue in accordance with the terms of the Series 1. |
Deferred Management Internali_4
Deferred Management Internalization (Details Narrative) - shares | 1 Months Ended | |
Dec. 31, 2019 | Apr. 30, 2019 | |
Restructuring and Related Activities [Abstract] | ||
Shares Issued, first installment Internalization transaction | 400,000 | 400,000 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Retirement Benefits [Abstract] | ||||
Matching 401(k) Contribution Expense | $ 10,000 | $ 25,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | 1 Months Ended | |
Nov. 30, 2020 | Oct. 31, 2020 | |
Date of Event | Nov. 13, 2020 | Oct. 23, 2020 |
Description | On November 13, 2020, the Company entered into a settlement agreement with ABM Industry Groups, LLC. The settlement is in consideration for the release of ABM for any and all issues arising out of disputes related to the leases for MVP Indianapolis City Park Garage, LLC, MCI 1372 Street, LLC and MVP Clarksburg Lot, LLC. | On October 23, 2020, the Company received the remaining condemnation proceeds of $596,000 from the city of Minneapolis and funded the remaining $246,000 due to the ANICO escrow account on October 26, 2020. |