UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2021
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number: 000-55760
| THE PARKING REIT, INC. |
| (Exact Name of Registrant as Specified in its Charter) |
maryland | | 47-3945882 |
(State or Other Jurisdiction of | | (I.R.S. Employer |
Incorporation or Organization) | | Identification No.) |
9130 WEST POST ROAD SUITE 200, LAS VEGAS, NV 89148
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including Area Code: (702) 534-5577
N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbols(s) | Name of each exchange on which registered |
N/A | N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [X] | Smaller reporting company [X] |
Emerging growth company [ ] | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes [ ] No [ X ]
As of August 11, 2021, the registrant had 7,739,951 shares of common stock outstanding.
TABLE OF CONTENTS
PART I
ITEM 1. FINANCIAL STATEMENTS
THE PARKING REIT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| | | As of June 30, 2021 (unaudited) | | As of December 31, 2020 |
ASSETS |
Investments in real estate | | | | |
Land and improvements | $ | 128,284,000 | $ | 128,284,000 |
Buildings and improvements | | 163,792,000 | | 163,792,000 |
Construction in progress | | 1,454,000 | | 1,320,000 |
Intangible assets | | 2,107,000 | | 2,107,000 |
| | | 295,637,000 | | 295,503,000 |
Accumulated depreciation and amortization | | (19,536,000) | | (17,039,000) |
Total investments in real estate, net | | 276,101,000 | | 278,464,000 |
| | | | | |
Fixed Assets, net of accumulated depreciation of $97,000 and $78,000 as of June 30, 2021 and December 31, 2020, respectively | | 44,000 | | 63,000 |
Cash | | 2,834,000 | | 4,235,000 |
Cash – restricted | | 4,085,000 | | 3,660,000 |
Prepaid expenses | | 650,000 | | 1,909,000 |
Accounts receivable, net allowance of doubtful accounts of $0.4 million and $0.7 million as of June 30, 2021 and December 31, 2020 | | 1,003,000 | | 1,114,000 |
Investment in DST | | 2,821,000 | | 2,821,000 |
Due from related parties | | -- | | 1,000 |
Other assets | | 84,000 | | 183,000 |
Right of use leased asset | | 1,225,000 | | 1,282,000 |
Total assets | $ | 288,847,000 | $ | 293,732,000 |
LIABILITIES AND EQUITY |
Liabilities | | | | |
Notes payable, net of unamortized loan issuance costs of approximately $1.0 million and $1.2 million as of June 30, 2021 and December 31, 2020 | $ | 159,922,000 | $ | 158,996,000 |
Paycheck protection program loan | | 328,000 | | 348,000 |
Accounts payable and accrued liabilities | | 14,079,000 | | 11,967,000 |
Right of use lease liability | | 1,225,000 | | 1,282,000 |
Deferred management internalization | | 10,040,000 | | 10,040,000 |
Security deposits | | 157,000 | | 141,000 |
Due to related parties | | 18,000 | | |
Deferred revenue | | 99,000 | | 140,000 |
Total liabilities | | 185,868,000 | | 182,914,000 |
Commitments and contingencies | | -- | | -- |
Equity | | | | |
The Parking REIT, Inc. Stockholders’ Equity | | | | |
Preferred stock Series A, $0.0001 par value, 50,000 shares authorized, 2,862 shares issued and outstanding (stated liquidation value of $2,862,000 as of June 30, 2021 and December 31, 2020) | | -- | | -- |
Preferred stock Series 1, $0.0001 par value, 97,000 shares authorized, 39,811 shares issued and outstanding (stated liquidation value of $39,811,000 as of June 30, 2021 and December 31, 2020) | | -- | | -- |
Non-voting, non-participating convertible stock, $0.0001 par value, 1,000 shares authorized, 0 shares issued and outstanding | | -- | | -- |
Common stock, $0.0001 par value, 98,999,000 shares authorized, 7,739,951 and 7,727,696 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | | -- | | -- |
Additional paid-in capital | | 197,413,000 | | 198,769,000 |
Accumulated deficit | | (96,458,000) | | (89,985,000) |
Total The Parking REIT, Inc. Shareholders’ Equity | | 100,955,000 | | 108,784,000 |
Non-controlling interest | | 2,024,000 | | 2,034,000 |
Total equity | | 102,979,000 | | 110,818,000 |
Total liabilities and equity | $ | 288,847,000 | $ | 293,732,000 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
THE PARKING REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| | | | | | | | | |
| | | For the Three Months Ended June 30, | | For the Six Months Ended June 30, |
| | | 2021 | | 2020 | | 2021 | | 2020 |
Revenues | | | | | | | | |
Base rent income | $ | 2,807,000 | $ | 3,402,000 | $ | 5,500,000 | $ | 8,393,000 |
Management income | | 663,000 | | 293,000 | | 1,004,000 | | 293,000 |
Percentage rent income | | 93,000 | | -- | | 240,000 | | 327,000 |
Total revenues | | 3,563,000 | | 3,695,000 | | 6,744,000 | | 9,013,000 |
| | | | | | | | | |
Operating expenses | | | | | | | | |
Property taxes | | 918,000 | | 840,000 | | 1,792,000 | | 1,505,000 |
Property operating expense | | 274,000 | | 725,000 | | 556,000 | | 1,111,000 |
General and administrative | | 1,428,000 | | 1,576,000 | | 2,860,000 | | 3,229,000 |
Professional fees, net of reimbursement of insurance proceeds | | 56,000 | | (108,000) | | 1,830,000 | | 208,000 |
Acquisition expenses | | -- | | -- | | -- | | 3,000 |
Depreciation and amortization | | 1,258,000 | | 1,321,000 | | 2,516,000 | | 2,643,000 |
Impairment | | -- | | 7,640,000 | | -- | | 7,640,000 |
Total operating expenses | | 3,934,000 | | 11,994,000 | | 9,554,000 | | 16,339,000 |
| | | | | | | | | |
Loss from operations | | (371,000) | | (8,299,000) | | (2,810,000) | | (7,326,000) |
| | | | | | | | | |
Other income (expense) | | | | | | | | |
Interest expense | | (2,092,000) | | (2,255,000) | | (4,296,000) | | (4,584,000) |
Gain from sale of investment in real estate | | -- | | 694,000 | | -- | | 694,000 |
PPP Loan forgiveness | | 348,000 | | -- | | 348,000 | | -- |
Other Income | | -- | | -- | | 275,000 | | 151,000 |
Income from DST | | -- | | 49,000 | | -- | | 99,000 |
Total other income (expense) | | (1,744,000) | | (1,512,000) | | (3,673,000) | | (3,640,000) |
| | | | | | | | | |
Net loss | | (2,115,000) | | (9,811,000) | | (6,483,000) | | (10,966,000) |
Less net expense attributable to non-controlling interest | | (10,000) | | (28,000) | | (10,000) | | (33,000) |
Net loss attributable to The Parking REIT, Inc.’s stockholders | $ | (2,105,000) | $ | (9,783,000) | $ | (6,473,000) | $ | (10,933,000) |
| | | | | | | | | |
Preferred stock distributions declared - Series A | | (54,000) | | (54,000) | | (108,000) | | (108,000) |
Preferred stock distributions declared - Series 1 | | (696,000) | | (696,000) | | (1,392,000) | | (1,392,000) |
Net loss attributable to The Parking REIT, Inc.’s common stockholders | $ | (2,855,000) | $ | (10,533,000) | $ | (7,973,000) | $ | (12,433,000) |
| | | | | | | | | |
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 | $ | (0.37) | $ | (1.44) | $ | (1.03) | $ | (1.70) |
Distributions declared per common share | $ | -- | $ | -- | $ | -- | $ | -- |
Weighted average common shares outstanding, basic and diluted | | 7,739,952 | | 7,328,339 | | 7,735,888 | | 7,330,409 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
THE PARKING REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020
(UNAUDITED)
| | | | | | | | | | | | | | | | | |
| | | Preferred stock | | Common stock | | | | | | | | |
| | | Number of Shares | | Par Value | | Number of Shares | | Par Value | | Additional Paid-in Capital | | Accumulated Deficit | | Non-controlling interest | | Total |
| Balance, December 31, 2020 | | 42,673 | $ | -- | | 7,727,696 | $ | -- | $ | 198,769,000 | $ | (89,985,000) | $ | 2,034,000 | $ | 110,818,000 |
| Stock awards | | -- | | -- | | 12,255 | | -- | | 144,000 | | -- | | -- | | 144,000 |
| Distributions – Series A | | -- | | -- | | -- | | -- | | (54,000) | | -- | | -- | | (54,000) |
| Distributions – Series 1 | | -- | | -- | | -- | | -- | | (696,000) | | -- | | -- | | (696,000) |
| Net loss | | -- | | -- | | -- | | -- | | -- | | (4,368,000) | | -- | | (4,368,000) |
| Balance, March 31, 2021 | | 42,673 | $ | -- | | 7,739,951 | $ | -- | $ | 198,163,000 | $ | (94,353,000) | $ | 2,034,000 | $ | 105,844,000 |
| | | | | | | | | | | | | | | | | |
| Balance, December 31, 2020 | | 42,673 | $ | -- | | 7,727,696 | $ | -- | $ | 198,769,000 | $ | (89,985,000) | $ | 2,034,000 | $ | 110,818,000 |
| Distributions – Series A | | -- | | -- | | -- | | -- | | (54,000) | | -- | | -- | | (54,000) |
| Distributions – Series 1 | | -- | | -- | | -- | | -- | | (696,000) | | -- | | -- | | (696,000) |
| Net income (loss) | | -- | | -- | | -- | | -- | | -- | | (2,105,000) | | (10,000) | | (2,115,000) |
| Balance, June 30, 2021 | | 42,673 | $ | -- | | 7,739,951 | $ | -- | $ | 197,413,000 | $ | (96,458,000) | $ | 2,024,000 | $ | 102,979,000 |
| | | | | | | | | | | | | | | | | |
| | | Preferred stock | | Common stock | | | | | | | | |
| | | Number of Shares | | Par Value | | Number of Shares | | Par Value | | Additional Paid-in Capital | | Accumulated Deficit | | Non-controlling interest | | Total |
| Balance, December 31, 2019 | | 42,673 | $ | -- | | 7,332,811 | $ | -- | $ | 194,137,000 | $ | (66,511,000) | $ | 2,619,000 | $ | 130,245,000 |
| Distributions to non-controlling interest | | -- | | -- | | -- | | -- | | -- | | -- | | (10,000) | | (10,000) |
| Redeemed Shares | | -- | | -- | | (2,741) | | -- | | (68,000) | | -- | | -- | | (68,000) |
| Distributions – Series A | | -- | | -- | | -- | | -- | | (54,000) | | -- | | -- | | (54,000) |
| Distributions – Series 1 | | -- | | -- | | -- | | -- | | (696,000) | | -- | | -- | | (696,000) |
| Net loss | | -- | | -- | | -- | | -- | | -- | | (1,150,000) | | (5,000) | | (1,154,000) |
| Balance, March 31, 2020 | | 42,673 | $ | -- | | 7,330,070 | $ | -- | $ | 193,319,000 | $ | (67,661,000) | $ | 2,604,000 | $ | 128,262,000 |
| | | | | | | | | | | | | | | | | |
| Balance, December 31, 2019 | | 42,673 | | -- | | 7,332,811 | | -- | | 194,137,000 | | (66,511,000) | | 2,619,000 | | 130,245,000 |
| Redeemed Shares | | -- | | -- | | (2,374) | | -- | | (60,000) | | -- | | -- | | (60,000) |
| 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, June 30, 2020 | | 42,673 | $ | -- | | 7,327,696 | $ | -- | $ | 192,509,000 | $ | (77,444,000) | $ | 2,576,000 | $ | 117,641,000 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
THE PARKING REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| | | | | |
| | | For The Six Months Ended June 30, |
| | | 2021 | | 2020 |
Cash flows from operating activities: | | | | |
Net Loss | $ | (6,483,000) | $ | (10,966,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | |
Depreciation and amortization expense | | 2,516,000 | | 2,643,000 |
Amortization of loan costs | | 149,000 | | 413,000 |
PPP Loan forgiveness | | (348,000) | | -- |
Gain from sale of investment in real estate | | -- | | (694,000) |
Amortization of right of use lease asset | | 57,000 | | 45,000 |
Impairment | | -- | | 7,640,000 |
Income from DST | | -- | | (99,000) |
Changes in operating assets and liabilities | | | | |
Due to/from related parties | | 18,000 | | (54,000) |
Construction in progress | | (134,000) | | -- |
Accounts payable | | 758,000 | | (473,000) |
Right of use lease liability | | (57,000) | | (45,000) |
Loan fees | | (21,000) | | (13,000) |
Security deposits | | 16,000 | | 1,000 |
Other assets | | 99,000 | | (23,000) |
Deferred revenue | | (41,000) | | 5,000 |
Accounts receivable | | 111,000 | | (657,000) |
Prepaid expenses | | 1,259,000 | | (415,000) |
Net cash used in operating activities | | (2,101,000) | | (2,692,000) |
Cash flows from investing activities: | | | | |
Building improvements | | -- | | (676,000) |
Fixed asset purchase | | -- | | (78,000) |
Proceeds from Investments | | -- | | 48,000 |
Proceeds from sale of investment in real estate | | -- | | 1,436,000 |
Net cash provided by (used in) investing activities | | -- | | 730,000 |
Cash flows from financing activities | | | | |
Proceeds from notes payable | | 2,473,000 | | 3,545,000 |
Payments on notes payable | | (1,348,000) | | (1,628,000) |
Distribution to non-controlling interest | | -- | | (10,000) |
Redeemed shares | | -- | | (128,000) |
Preferred dividends paid to stockholders | | -- | | (1,500,000) |
Net cash provided by financing activities | | 1,125,000 | | 279,000 |
Net change in cash and cash equivalents and restricted cash | | (976,000) | | (1,683,000) |
Cash and cash equivalents and restricted cash, beginning of period | | 7,895,000 | | 11,644,000 |
Cash and cash equivalents and restricted cash, end of period | $ | 6,919,000 | $ | 9,961,000 |
| | | | | |
Reconciliation of Cash and Cash Equivalents and Restricted Cash: | | | | |
Cash and cash equivalents at beginning of period | $ | 4,235,000 | $ | 7,707,000 |
Restricted cash at beginning of period | | 3,660,000 | | 3,937,000 |
Cash and cash equivalents and restricted cash at beginning of period | $ | 7,895,000 | $ | 11,644,000 |
| | | | | |
Cash and cash equivalents at end of period | $ | 2,834,000 | $ | 6,196,000 |
Restricted cash at end of period | | 4,085,000 | | 3,765,000 |
Cash and cash equivalents and restricted cash at end of period | $ | 6,919,000 | $ | 9,961,000 |
Supplemental disclosures of cash flow information: | | | | |
Interest Paid | $ | 4,219,000 | $ | 4,171,000 |
Non-cash investing and financing activities: | | | | |
Dividends declared not yet paid | $ | 1,500,000 | $ | 1,500,000 |
PPP loan forgiveness | $ | 348,000 | $ | -- |
Recognition of right of use lease asset / liability | $ | -- | $ | 1,393,000 |
Stock awards | $ | (144,000) | $ | -- |
Payments on note payable through sale of investment in real estate | $ | -- | $ | (2,500,000) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
THE PARKING REIT, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2021
(UNAUDITED)
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 had 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 entered into temporary lease amendments with some of its tenants during the year ended December 31, 2020. The income generated under these lease amendments did not constitute qualifying REIT income for purposes of the annual REIT gross income tests, and, as a result, the Company was not in compliance with the annual REIT income tests for the year ended December 31, 2020. Accordingly, the Company did not qualify as a REIT in 2020 and will be taxed as a C corporation for the year ended December 31, 2020 and for at least its next four taxable years.
As a C corporation, the Company will be subject to federal income tax on its taxable income at regular corporate rates and will generally not be permitted to qualify for treatment as a REIT for federal income tax purposes again for four years following the year in which it no longer qualified as a REIT. In addition, distributions to its stockholders will not be deductible by the Company. As a result, being taxed as a C corporation rather than a REIT could reduce the cash available for distribution by the Company to its stockholders. Moreover, as a C Corporation, the Company is not required to distribute any amounts to its stockholders and all distributions to stockholders would be taxable as regular corporate dividends to the extent of its current and accumulated earnings and profits. In such event, corporate stockholders may be eligible for the dividends-received deduction. In addition, non-corporate stockholders, including individuals, may be eligible for the preferential tax rates on qualified dividend income. Non-corporate stockholders, including individuals, generally may deduct up to 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income, for taxable years beginning after December 31, 2017 and before January 1, 2026 for purposes of determining their U.S. federal income tax (but not for purposes of the 3.8% Medicare tax), subject to certain limitations.
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 the 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 the Company’s 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 is 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 June 30, 2021, the Company had 7,739,951 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 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 June 30, 2021.
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 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 June 30, 2021.
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 six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. 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, 2020.
The condensed consolidated balance sheet as of December 31, 2020 contained herein has been derived from the audited financial statements as of December 31, 2020 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 six months ended June 30, 2021, the Company had a net loss of $6.5 million and had $6.9 million in cash, cash equivalents and restricted cash. In connection with preparing the unaudited condensed consolidated financial statements for the three and six months ended June 30, 2021, management evaluated the extent of the impact from the COVID-19 pandemic on the Company’s business and its future liquidity for one year from the issuance of the June 30, 2021 financial statements.
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:
| • | During December 2020, the Company, as guarantor, entered into the Second Amendment to Loan Agreement and Loan Documents (the “Second Amendment”) by and among MVP Hawaii Marks Garage, LLC, MVP Indianapolis City Parking Garage, LLC, MVP Indianapolis Washington Street Lot, LLC, MVP New Orleans Rampart, LLC, MVP Raider Park Garage, LLC, MVP Milwaukee Wells LLC (each a “Borrower” and together “Borrowers”) and LLC Warehouse V LLC (the “Lender”), as successor-in-interest to LoanCore Capital Credit REIT LLC (the “ Original Lender”). The Second Amendment exercised the Company’s option to extend the loan to December 9, 2021 with an additional one-year renewal option thereafter. Concurrent with the Second Amendment, the Company entered into an Interest Rate Protection Agreement (rate cap) that caps the loan’s interest rate at the loan’s LIBOR Floor. This rate cap effectively fixes the rate on this loan to the current rate of 5.60% and eliminates the threat of rising interest rates on this floating rate loan. See Company Indebtedness in Management’s Discussion and Analysis of Financial Condition and Results of Operations Form 8-K Current Report filed on December 14, 2020 for additional information. |
| • | During January 2021, the Company, entered into an equity purchase and contribution agreement (the “Purchase Agreement”) by and among the Company, the Operating Partnership, Michael V. Shustek (“Mr. Shustek”), Vestin Realty Mortgage I, Inc., (“VRMI”) Vestin Realty Mortgage II, Inc. (“VRMII” and together with VRMI and Mr. Shustek, the “Advisor”) and Color Up, LLC, a Delaware limited liability company (the “Purchaser”) affiliated with Bombe Asset Management LLC, a Cincinnati, Ohio based alternative asset management firm (“Bombe”). The transactions contemplated by the Purchase Agreement are referred to herein collectively as the “Transaction.” |
| • | In connection with the Transaction, on June 2, 2021, the Company issued a $400,000 Convertible Promissory Note (the “Note) to the Purchaser. The Note accrues interest at a rate of 7.0% per annum and has a maturity date of December 31, 2021, unless an amount equal to the principal and accrued interest is converted into limited partnership interests of the Operating Partnership at the closing of the Transaction. On the closing date, the outstanding principal balance and any unpaid accrued interest will automatically be converted into partnership units at a conversion price equal to the quotient of the outstanding balance divided by $11.75, rounded to the nearest whole unit. On July 1, 2021, the Company entered into an additional $400,000 Note under the same terms. |
| • | 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 June 30, 2021, the Company has entered into lease amendments (Second Amendments) with its two largest tenants, SP + and Premier Parking since the end of the third quarter of 2020 that should increase the amount of rental revenue received by the Company compared to the (First Amendments) entered into with these two tenants in May 2020 for COVID relief as follows: |
| | • | Premier Parking – Second Amendment, entered into December 16, 2020 and effective October 1, 2020, splits gross revenue from the properties, after approved expenses 95%/5% in favor of the Company and requires Premier to pay a portion of the property taxes per the original leases. The First Amendment split was 85%/15% in favor of the Company and required no property tax payments during the term of the amendment. The Premier leases revert back to their original terms January 1, 2022. |
| | • | SP + - Second Amendment, entered into January 29, 2021 and effective January 1, 2021, required SP + to pay full base rent for the month of January for the seven largest properties by leased SP +, and requires 75% of base rent to be paid on the 1st of each month for the months of February through September 2021 and a one-time cost of contract payment of $275,000 received in February 2021. On October 1, 2021, these properties revert back to their original lease terms. This amendment should result in (i) more base rent revenue during the lease term than was earned previously under the First Amendment and (ii) certainty with respect to base rent to be received from these properties during the term of the Second Amendment. |
| • | On April 23, 2020 the Company received the funding for its First Draw of the 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 has applied for forgiveness of its First Draw loan amount. During May 2021, the Company received notification that the SBA has forgiven the First Draw completely. |
| • | On May 4, 2021 the Company received the funding for its Second Draw that is available to First Draw recipients in the Paycheck Protection Program loan for approximately $328,000. |
| • | During December 2020, Minneapolis Venture, LLC, a subsidiary of the Company, entered into an Amended and Restated Promissory Note Agreement (the “agreement”) with multiple lenders. The agreement increased the interest rate from 8% to 9%, an additional $2 million was funded increasing the note balance to $4 million and the maturity date of the note was extended to December 31, 2021. |
| • | During February 2021, MVP Milwaukee Old World, LLC, and MVP Milwaukee Clybourn, LLC, subsidiaries of the Company, entered into an Amended and Restated Promissory Note Agreement (the “agreement”) with multiple lenders. The agreement increased the interest rate from 8% to 9%, an additional $845,000 was funded increasing the note balance to $1,807,000 and the maturity date of the note was extended to December 31, 2021. |
| • | During March 2021, MVP Cincinnati Race St., LLC, a subsidiary of the Company, entered into an Amended and Restated Promissory Note Agreement (the “agreement”) with multiple lenders. In which an additional $900,000 was funded, increasing the note balance to $3,450,000 and the maturity date of the note was extended to December 31, 2021 and the interest rate increased to 9%. All other terms remain the same. |
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 June 30, 2021 financial statements.
Consolidation
The Company’s condensed consolidated financial statements include its accounts, the accounts of the Company’s assets that were sold during 2021 and 2020 (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 condensed consolidated financial statements, not the number of properties owned by the Company at June 30, 2021 and December 31, 2020.
MVP PF Memphis Poplar 2013, LLC | MVP Minneapolis Venture, LLC | MVP Louisville Station Broadway, LLC |
MVP PF St. Louis 2013, LLC | MVP Indianapolis Meridian Lot, LLC | White Front Garage Partners, LLC |
Mabley Place Garage, LLC | MVP Milwaukee Clybourn, LLC | Cleveland Lincoln Garage, LLC |
MVP Denver Sherman, LLC | MVP Milwaukee Arena Lot, LLC | MVP Houston Preston, LLC |
MVP Fort Worth Taylor, LLC | MVP Clarksburg Lot, LLC | MVP Houston San Jacinto Lot, LLC |
MVP Milwaukee Old World, LLC | MVP Denver 1935 Sherman, LLC | MVP Detroit Center Garage, LLC |
MVP Houston Saks Garage, LLC | MVP Bridgeport Fairfield Garage, LLC | St. Louis Broadway, LLC |
MVP Milwaukee Wells, LLC | West 9th Street Properties II, LLC | St. Louis Seventh & Cerre, LLC |
MVP Wildwood NJ Lot, LLC | MCI 1372 Street, LLC | MVP Preferred Parking, LLC |
MVP Indianapolis City Park, LLC | MVP Cincinnati Race Street, LLC | MVP Raider Park Garage, LLC |
MVP Indianapolis WA Street Lot, LLC | MVP St. Louis Washington, LLC | MVP New Orleans Rampart, LLC |
Minneapolis City Parking, LLC | MVP St. Paul Holiday Garage, LLC | MVP Hawaii Marks Garage, LLC |
Under GAAP, the Company’s condensed 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 15 and 14 parking tenants/operators during the six months ended June 30, 2021 and 2020, respectively. One tenant/operator, SP + Corporation (Nasdaq: SP) (“SP+”), represented 84.2% of the Company’s rental revenue from base parking and management agreements for the six months ended June 30, 2021.
SP+ is one of the largest providers of parking management in the United States. As of June 30, 2021, SP+ managed approximately 3,200 locations in North America.
In addition, the Company had concentrations in Detroit (19.0%) and Houston (11.7%) based on the real estate the Company owned.
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 condensed 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.
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 June 30, 2021, and December 31, 2020, the Company had approximately $0.5 million and $1.9 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 six months ended June 30, 2021 and 2020, the Company had 0 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.
Stock-Based Compensation
The Company records stock-based compensation expense according to the provisions of ASC Topic 718, Compensation – Stock Compensation. ASC Topic 718 requires all share-based payments to employees and nonemployees, to be recognized in the financial statements based on their fair values. Under the provisions of ASC Topic 718, the Company determines the appropriate fair value to be used for valuing share-based payments.
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).
Reclassifications
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
Income Taxes
The Company elected to be treated as a REIT for federal income tax purposes for the year ended December 31, 2017 and continued to operate in a manner to qualify as a REIT for federal income tax purposes for the years ended December 31, 2018 and 2019. In order to qualify as a REIT, there are a number of requirements that the Company must satisfy as set forth in sections 856 to 860 of the Code. As a result of the COVID-19 pandemic, the Company entered into temporary lease amendments with some of its tenants during the year ended December 31, 2020. The income generated under these lease amendments did not constitute qualifying REIT income for purposes of the annual REIT gross income tests, and, as a result, the Company was not in compliance with its annual REIT income tests for the year ended December 31, 2020. Accordingly, the Company did not qualify as a REIT in 2020 and will be taxed as a C corporation for the year ended December 31, 2020 and for at least its next four taxable years.
As a C corporation, the Company will be subject to federal income tax on its taxable income at regular corporate rates and will generally not be permitted to qualify for treatment as a REIT for federal income tax purposes again for four years following the year in which it no longer qualified as a REIT. Failing to qualify as a REIT could materially and adversely affect the Company’s net income as it will not be entitled to a deduction for dividends paid while it is taxable as a C corporation. As a result, being taxed as a C corporation rather than a REIT could reduce the cash available for distribution by the Company to its stockholders. Moreover, as a C Corporation, the Company is not required to distribute any amounts to its stockholders and all distributions to stockholders would be taxable as regular corporate dividends to the extent of its current and accumulated earnings and profits. In such event, corporate stockholders may be eligible for the dividends-received deduction. In addition, non-corporate stockholders, including individuals, may be eligible for the preferential tax rates on qualified dividend income.
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 June 30, 2021.
A full valuation allowance for deferred tax assets was historically provided each year since the Company believed that as a REIT it was more likely than not that it would not realize the benefits of its deferred tax assets. The Company has evaluated its deferred tax assets (primarily net operating losses and tax basis in goodwill that was taken as an expense on the Company’s books) both in the context of retaining its status as a REIT and as a taxable C Corporation. The Company had a §382 study performed to determine limitations on the potential utilization of pre-2020 net operating losses and concluded that it does not expect significant limitations on its ability to utilize such losses in the future as a C Corporation. However, given the Company’s history of taxable losses and its current taxable losses, and due to the ongoing impact to the Company of the COVID-19 pandemic to the Company, the Company has determined that it will continue to record a full valuation allowance against its deferred tax assets for the year ended December 31, 2021. 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.
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 avoid any federal income or excise tax liability and 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.
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 0 outstanding common share equivalents during the three and six months ended June 30, 2021 and 2020.
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 June 30, 2021, 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 June 30, 2021, 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.
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 condensed 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 condensed consolidated income statement, of the amounts of condensed consolidated net income attributable to the parent and to the non-controlling interest.
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. On February 5, 2021, the Company received the closure letter, for this matter, from the State of Wisconsin.
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 June 30, 2021, 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.
Note D – Investments in Real Estate
As of June 30, 2021, 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 | $5,844,000 | 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 | $11,673,000 | Premier Parking |
Cleveland Lincoln Garage | Cleveland, OH | 10/19/2016 | Garage | 536 | 1.14 | 45,272 | $8,271,000 | 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 Broaway | 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 | $20,480,000 | Premier Parking |
MVP Raider Park Garage | Lubbock, TX | 11/21/2017 | Garage | 1,495 | 2.15 | 20,536 | $13,640,000 | ISOM Maintenance Company |
MVP PF Memphis Poplar | Memphis, TN | 12/15/2017 | Lot | 127 | 0.87 | N/A | $3,670,000 | 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 | Interstate |
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 | TNSH |
MVP Wildwood NJ Lot 1 (3) | Wildwood, NJ | 12/15/2017 | Lot | 29 | 0.26 | N/A | $278,000 | Magnolia Parking and Bike rental |
MVP Wildwood NJ Lot 2 (3) | Wildwood, NJ | 12/15/2017 | Lot | 45 | 0.31 | N/A | $418,000 | Magnolia Parking and Bike rental |
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 | Interstate |
Minneapolis City Parking | Minneapolis, MN | 12/15/2017 | Lot | 268 | 1.98 | N/A | $7,718,000 | Interstate |
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 | Interstate |
MVP Clarksburg Lot | Clarksburg, WV | 12/15/2017 | Lot | 94 | 0.81 | N/A | $625,000 | ABM |
MVP Denver 1935 Sherman | 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 | $19,952,000 | SP + |
Construction in progress | | | | | | $1,454,000 | |
Total Investment in real estate and fixed assets | | | | | $295,637,000 | |
| | (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. |
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 June 30, 2021, the Sponsor owned 9,108 shares, VRM II owned 1,084,960 shares and VRM I owned 616,834 shares of the Company’s outstanding common stock. No distributions were received by either entity during the three and six months ended June 30, 2021 due to the suspension of the distributions.
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.
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 “Consideration”), issuable in four equal installments. The first three installments of 400,000 shares of Common Stock per installment were issued on April 1, 2019, December 31, 2019 and December 31, 2020, respectively. See Note O — Deferred Management Internalization. The remaining installment was due to be issued on December 31, 2021; however, pursuant to the Purchase Agreement, the Advisor has agreed to surrender its claim to such shares. 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 Company’s Current Report on Form 8-K filed with the SEC on April 3, 2019 for more information regarding the Management Internalization.
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, the Company may be required to find alternative providers of these services.
Note G — Stock-Based Compensation
On October 14, 2020, the Compensation Committee of the Board of Directors of the Company approved the award of non-restricted shares to the Company’s four independent directors and to the Company’s chief financial officer, J. Kevin Bland. Total stock-compensation expense for the year ended December 31, 2020 was approximately $144,000.
The non-restricted shares were issued by the Company on March 1, 2021 at a price of $11.75 per share. This price equals the price agreed to in the Equity Purchase and Contribution Agreement entered into between the Company and Color Up, LLC, a Delaware limited liability company (the “Purchaser”) affiliated with Bombe Asset Management LLC, a Cincinnati, Ohio based alternative asset management firm (“Bombe”). For additional information see the Current Report Form 8-K filed by the Company on January 14, 2021.
The shares awarded fully vested immediately upon issuance and these shares are not from the Company’s Incentive Plan.
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 six months ended June 30, 2021 and 2020, 0 grants were made under the long-term incentive plan.
Note H – Recent Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendments in this ASU replace the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. During the first quarter 2020, the Company adopted ASU 2016-13 and such adoption did not have a material impact on the Company’s condensed consolidated financial statements.
Note I — Notes Payable and Paycheck Protection Program Loan
As of June 30, 2021, the principal balances on notes payable are as follows:
Property | Original Debt Amount | Monthly Payment | Balance as of 6/30/21 | Lender | Term | | Interest Rate | Loan Maturity |
Parking REIT, Inc (7) | $400,000 | (7) | $400,000 | Color Up, LLC | 7 months | | 7.00% | 12/31/2021 |
MVP Clarksburg Lot | $476,000 | Interest Only | $476,000 | Multiple | 1 Year | | 7.50% | 9/30/2021 |
MCI 1372 Street | $574,000 | Interest Only | $574,000 | Multiple | 1 Year | | 7.50% | 9/30/2021 |
MVP Milwaukee Old World | $771,000 | Interest Only | $1,616,000 | Multiple | 1 Year | | 9.00% | 12/31/2021 |
MVP Milwaukee Clybourn | $191,000 | Interest Only | $191,000 | Multiple | 1 Year | | 9.00% | 12/31/2021 |
MVP Wildwood NJ Lot, LLC | $1,000,000 | Interest Only | $1,000,000 | Tigges Construction Co. | 1 Year | | 7.50% | 9/30/2021 |
MVP Raider Park Garage, LLC (4) | $7,400,000 | Interest Only | $7,400,000 | LoanCore | 1 Year | | Variable | 12/9/2021 |
MVP New Orleans Rampart, LLC (4) | $5,300,000 | Interest Only | $5,300,000 | LoanCore | 1 Year | | Variable | 12/9/2021 |
MVP Hawaii Marks Garage, LLC (4) | $13,500,000 | Interest Only | $13,500,000 | LoanCore | 1 Year | | Variable | 12/9/2021 |
MVP Milwaukee Wells, LLC (4) | $2,700,000 | Interest Only | $2,700,000 | LoanCore | 1 Year | | Variable | 12/9/2021 |
MVP Indianapolis City Park, LLC (4) | $7,200,000 | Interest Only | $7,200,000 | LoanCore | 1 Year | | Variable | 12/9/2021 |
MVP Indianapolis WA Street, LLC (4) | $3,400,000 | Interest Only | $3,400,000 | LoanCore | 1 Year | | Variable | 12/9/2021 |
MVP Cincinnati Race Street, LLC | $2,550,000 | Interest Only | $3,450,000 | Multiple | 1 Year | | 9.00% | 12/31/2021 |
Minneapolis Venture | $2,000,000 | Interest Only | $4,000,000 | Multiple | 1 Year | | 9.00% | 12/31/2021 |
SBA PPP Loan | $329,000 | *** | $329,000 | Small Business Administration | 5 Year | | 1.00% | 5/3/2026 |
MVP Memphis Poplar (3) | $1,800,000 | Interest Only | $1,800,000 | LoanCore | 5 Year | | 5.38% | 3/6/2024 |
MVP St. Louis (3) | $3,700,000 | Interest Only | $3,700,000 | LoanCore | 5 Year | | 5.38% | 3/6/2024 |
Mabley Place Garage, LLC | $9,000,000 | $44,000 | $7,910,000 | Barclays | 10 year | | 4.25% | 12/6/2024 |
MVP Houston Saks Garage, LLC | $3,650,000 | $20,000 | $3,113,000 | Barclays Bank PLC | 10 year | | 4.25% | 8/6/2025 |
Minneapolis City Parking, LLC (6) | $5,250,000 | $29,000 | $4,577,000 | American National Insurance, of NY | 10 year | | 4.50% | 5/1/2026 |
MVP Bridgeport Fairfield Garage, LLC (5) | $4,400,000 | $23,000 | $3,857,000 | FBL Financial Group, Inc. | 10 year | | 4.00% | 8/1/2026 |
West 9th Properties II, LLC (6) | $5,300,000 | $30,000 | $4,704,000 | American National Insurance Co. | 10 year | | 4.50% | 11/1/2026 |
MVP Fort Worth Taylor, LLC (6) | $13,150,000 | $73,000 | $11,700,000 | American National Insurance, of NY | 10 year | | 4.50% | 12/1/2026 |
MVP Detroit Center Garage, LLC | $31,500,000 | $194,000 | $28,681,000 | Bank of America | 10 year | | 5.52% | 2/1/2027 |
MVP St. Louis Washington, LLC (1) | $1,380,000 | $8,000 | $1,318,000 | KeyBank | 10 year | * | 4.90% | 5/1/2027 |
St. Paul Holiday Garage, LLC (1) | $4,132,000 | $24,000 | $3,946,000 | KeyBank | 10 year | * | 4.90% | 5/1/2027 |
Cleveland Lincoln Garage, LLC (1) | $3,999,000 | $23,000 | $3,819,000 | KeyBank | 10 year | * | 4.90% | 5/1/2027 |
MVP Denver Sherman, LLC (1) | $286,000 | $2,000 | $273,000 | KeyBank | 10 year | * | 4.90% | 5/1/2027 |
MVP Milwaukee Arena Lot, LLC (1) | $2,142,000 | $12,000 | $2,046,000 | KeyBank | 10 year | * | 4.90% | 5/1/2027 |
MVP Denver 1935 Sherman, LLC (1) | $762,000 | $4,000 | $727,000 | 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 | (1,036,000) | | | | | |
| | | | $160,250,000 | | | | | |
| | (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 1935 Sherman, 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. 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. In December 2020, this loan reverted back to normal payment terms. |
| | (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 were modified to provide for payment of accrued interest only in the amount of $13,384. |
| | (6) | 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 9th Properties II, LLC and (iii) MVP Fort Worth Taylor, LLC. The Company has entered into an Escrow Agreement with ANICO in which $950,000 in condemnation proceeds from the City of Minneapolis was used to pay the monthly principal and interest due each note, beginning with the payment due May 1, 2020, until the termination date. As June 30, 2021, these loans had reverted back to normal payment terms. |
| | (7) | During June 2021, pursuant to the Purchase Agreement, the Company requested and received a $400,000 loan from Color Up, LLC the Purchaser under the Purchase Agreement, evidenced by a convertible promissory note. In connection with the closing of the Transaction, the principal then outstanding and all accrued and unpaid interest may be converted into limited partner interests of the Operating Partnership. |
* 2 Year Interest Only
** 10 Year Interest Only
*** To be determined by Lender if request for forgiveness is denied by the SBA
Total interest expense incurred for each of the three months ended June 30, 2021 and 2020, was approximately $2.1 million. Total interest expense incurred for each of the six months ended June 30, 2021 and 2020, was approximately $4.2 million. Total loan amortization cost for the three months ended June 30, 2021 and 2020, was approximately $0.1 million and $0.2 million, respectively. Total loan amortization cost for the six months ended June 30, 2021 and 2020, was approximately $0.2 million and $0.4 million, respectively.
As of June 30, 2021, future principal payments on notes payable are as follows:
| | | |
2021 | $ | 52,433,000 |
2022 | | 2,398,000 |
2023 | | 2,498,000 |
2024 | | 15,283,000 |
2025 | | 5,112,000 |
Thereafter | | 83,562,000 |
Less unamortized loan issuance costs | | (1,036,000) |
Total | $ | 160,250,000 |
The following table shows notes payable paid in full during the six months ended June 30, 2021:
Property | Original Debt Amount | Monthly Payment | Balance as of 06/30/2021 | Lender | Term | Interest Rate | Loan Maturity |
The Parking REIT D&O Insurance | $1,185,000 | $150,000 | -- | MetaBank | 1 Year | 3.60% | 02/28/2021 |
SBA PPP Loan (1) | $348,000 | $14,700 | -- | Small Business Administration | 2 Year | 1.00% | 10/22/2022 |
| | (1) | – Full amount of loan forgiven during May 2021. |
Note J — 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. | Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. |
| | 2. | Level 2 – Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations whose inputs are observable. |
| | 3. | Level 3 – Model-derived valuations with unobservable inputs. |
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.
Note K – 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 ten-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 March 31, 2020 distributions received were $34,000. There has been no distributable income since February 2020 and 0 distributions received since March 2020.
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
| | | June 30, 2021 | | December 31, 2020 |
| | | (Unaudited) | | (Unaudited) |
ASSETS |
Investments in real estate and fixed assets | $ | 11,512,000 | $ | 11,512,000 |
Cash | | 6,000 | | 1,000 |
Cash – restricted | | 38,000 | | 34,000 |
Due from related parties | | -- | | -- |
Prepaid expenses | | 13,000 | | 17,000 |
Total assets | $ | 11,569,000 | $ | 11,564,000 |
LIABILITIES AND EQUITY |
Liabilities | | | | |
Notes payable, net of unamortized loan issuance costs of approximately $43,000 and $45,000 as of June 30, 2021 and December 31, 2020, respectively | $ | 5,956,000 | $ | 5,953,000 |
Accounts payable and accrued liabilities | | 91,000 | | 239,000 |
Due to related party | | 106,000 | | 88,000 |
Total liabilities | | 6,153,000 | | 6,280,000 |
Equity | | | | |
Member’s equity | | 6,129,000 | | 6,129,000 |
Offering costs | | (574,000) | | (574,000) |
Accumulated earnings | | 964,000 | | 832,000 |
Distributions to members | | (1,103,000) | | (1,103,000) |
Total equity | | 5,416,000 | | 5,284,000 |
Total liabilities and equity | $ | 11,569,000 | $ | 11,564,000 |
Summarized Statements of Operations—Unconsolidated Real Estate Affiliates—Equity Method Investments
| | | | | | | | | |
| | | For the Three Months Ended June 30, | | For the Six Months Ended June 30, |
2021 | | 2020 | | 2021 | | 2020 |
Revenue | $ | 183,000 | $ | 183,000 | $ | 365,000 | $ | 365,000 |
Expenses | | (167,000) | | (91,000) | | (366,000) | | (180,000) |
Net income | $ | 16,000 | $ | 92,000 | $ | (1,000) | $ | 185,000 |
Note L – 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 10-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). The Company recognized a Right of Use (“ROU”) Leased Asset and a Right of Use (“ROU”) Lease Liability on the lease commencement date. Through the discounting of the remaining lease payments at the Company’s incremental borrowing rate of 5.382%, the value of both the ROU asset and ROU liability, at June 30, 2021, was approximately $1,225,000. The Company recognized approximately $28,000 and $45,000 of operating lease expense during the three months ended June 30, 2021 and 2020, respectively. The Company recognized approximately $56,000 and $90,000 of operating lease expense during the six months ended June 30, 2021 and 2020, respectively. This expense is included in general and administrative expense.
As of June 30, 2021, future lease liability is as follows:
| | | |
2021 | $ | 57,000 |
2022 | | 121,000 |
2023 | | 127,000 |
2024 | | 134,000 |
2025 | | 142,000 |
Thereafter | | 644,000 |
Total | $ | 1,225,000 |
Note M — Legal
Federal Action
On March 12, 2019, alleged 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 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 “2017 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 were false and misleading because they failed to disclose that the alleged 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 under Maryland law 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 director defendants moved to dismiss the Amended Complaint. Upon being advised by the parties that they are engaged in on-going, active settlement efforts, on November 30, 2020, the court denied the pending motions to dismiss without prejudice as moot and subject to refiling if the settlement efforts are not successful. 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 if the parties cannot complete the settlement described below in connection with the Maryland Actions, which settlement if approved by the Court includes dismissal of this Federal Action.
Pursuant to the Settlement described below under “Maryland Actions,” which includes resolution of the Federal Action, on July 19, 2021, the parties filed in the Federal Action an unopposed joint motion of all parties for dismissal of the Action (the “Dismissal Motion”). In light of the fact that no class has ever been certified in the Federal Action, the Dismissal Motion requested entry of a proposed Order dismissing the Federal Action with prejudice, subject to the right of Plaintiff to set aside the dismissal and reopen the Action in the event the effective date of the Settlement does not occur within sixty (60) days of the Court’s dismissal order. On July 22, 2021, the Court entered the proposed Order and dismissed the Federal Action with prejudice, subject to the dismissal being set aside and the Action reopened if the effective date of the Settlement does not occur within sixty (60) days. The sixty-day period runs on September 20, 2021, although the parties may request an extension of that time period for good cause shown.
Maryland Actions
On May 31, 2019, and June 27, 2019, two alleged stockholders filed separate class action lawsuits alleging direct and derivative claims against the Company, certain of our current and former 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 under Maryland law 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 under Maryland law 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. Although the motions to dismiss were fully briefed, the Court had not ruled on the motions when the parties informed the Court of their settlement discussions and requested a stay of the proceedings. Prior to the stay request, limited discovery was conducted in these actions. By Order dated March 11, 2021, the Court consolidated the Magowski and Barene actions for all purposes.
The Company and the Board of Directors intend to vigorously defend against these lawsuits if the parties cannot complete the class-based settlement described below, which settlement must be approved by the Court and would include dismissal of the Maryland Actions and the Federal Action described above.
The Magowski Complaint also previewed that a stockholder demand would be made on the Company’s Board of Directors 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 similar 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 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 of one director. The special litigation committee was empowered, with the assistance of independent counsel, to investigate the allegations of wrongdoing made in the letter and make a final determination regarding the response for the Company to the demand. In light of the settlement effort discussed below, the work of the special litigation committee has been suspended.
On November 20, 2020, the parties to the Maryland Actions executed a Term Sheet setting forth the terms for a settlement in principle to resolve the pending lawsuits. On April 13, 2021, the parties, including the plaintiff in the Federal Action, signed a stipulation of settlement for a class-based settlement that provided, among other terms, for (1) a payment of at least $2.5 million into a settlement fund; (2) certain other forms of relief in connection with the Bombe Transaction, including a tender offer by a Bombe affiliate for approximately 15% of the outstanding common stock, the purchase of certain shares of stock from the former Advisor for the benefit of the class members, and the extinguishment of certain shares of common stock issued to the former Advisor in connection with the internalization in 2019; and (3) the dismissal of the Federal Action and the Maryland Actions (the “Settlement”). The Settlement is contingent upon final approval by the Maryland Circuit Court, and upon consummation of the Bombe Transaction. On April 20, 2021, the Maryland Circuit Court preliminarily approved the Settlement, allowing for notice to be given to the class members of the Settlement, and scheduled a hearing on final approval for July 16, 2021. More information about the Settlement, including the settlement documents may be found under the Investor Relations tab of the Company’s website.
On July 16, 2021, the Maryland Circuit Court held the Settlement Final Approval Hearing. Notice had been given to the proposed class prior to that hearing, and no objections had been made to the Settlement. The Maryland Circuit Court allowed additional time for objections by a small number of class member who may not have received notice of the Settlement by mail, and that additional time also passed with no objections having been made to the Settlement. Accordingly, at the end of the day on July 23, 2021, the Maryland Circuit Court entered the proposed Order and Final Judgment approving the Settlement and its terms, including the release terms, certifying a non-opt-out class of holders, current and former, of the Company’s common stock, making awards of attorneys’ fees and expenses to Plaintiffs’ counsel and making contribution awards to each of the named Plaintiffs in the Maryland Actions and in the Federal Action, which amounts are paid from the Settlement Funds as defined in the Stipulation of Settlement (available on the Company’s website under the Investor Relations tab), and dismissing the Maryland Actions with prejudice on the merits as to the Plaintiffs and all members of the certified class. The terms of the Settlement remain to be implemented and are subject to certain conditions, including the condition that the Bombe Transaction be consummated, which has not yet occurred.
SEC Investigation
The SEC conducted an investigation relating to the Parking REIT. On March 11, 2021, the SEC sent counsel for the Parking REIT a letter stating the following: “We have conducted an investigation involving The Parking REIT, Inc. Based on the information we have as of this date, we do not intend to recommend an enforcement action by the Commission against The Parking REIT, Inc. We are providing this notice under the guidelines set out in the final paragraph of Securities Act Release No. 5310, which states in part that the notice ‘must in no way be construed as indicating that the party has been exonerated or that no action may ultimately result from the staff’s investigation.’ (The full text of Release No. 5310 can be found at: sec.gov/divisions/enforce/wells-release.pdf).”
The SEC investigation also relates to the conduct of the Company’s chairman and chief executive officer, Michael V. Shustek. On July 29, 2021, the SEC filed a civil lawsuit against Michael V. Shustek and his advisory firm Vestin Mortgage LLC, alleging violations of the securities laws (Case 2-21-civ-01416-JCM-BNW, U.S. District Court, District of Nevada). The SEC seeks disgorgement, injunctions, and bars against Mr. Shustek, and related penalties. Mr. Shustek has stated that he intends to vigorously defend the lawsuit. The Company has an obligation to indemnify Mr. Shustek for certain expenses relating to the investigation and SEC action, subject to certain limits specified in the agreements relating to the Bombe transaction. The Company cannot predict the outcome or the duration of the SEC investigation or action, nor can it estimate the amount of the Company’s indemnification obligation (except to the extent such obligation is capped).
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 any 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.
Note N —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 June 30, 2021, 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:
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. If a listing event does not occur on or prior to the fifth anniversary of the final closing date of the Series A offering, the outstanding warrants expire automatically on such anniversary date without being exercisable by the holders thereof. If a listing event does occur on or before March 24, 2022, the five-year anniversary date, these warrants will then expire five years from the 90th day after the occurrence of a listing event. The Company engaged a third-party expert to value these warrants and the estimated value as of June 30, 2021 is immaterial. As of June 30, 2021, there were detachable warrants that could be exercised for 84,510 shares of the Company’s common stock, if a listing event occurs on or before March 22, 2022, after the 90th day following the occurrence of a listing event. If a listing event does occur before the anniversary date, these potential warrants will then expire five years from the 90th day after the occurrence of a listing event. If all the potential warrants outstanding at June 30, 2021 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.
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 June 30, 2021, 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:
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.
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. If a listing event does not occur on or prior to the fifth anniversary of the final closing date of the Series A offering, the outstanding warrants expire automatically on such anniversary date without being exercisable by the holders thereof. If a listing event does occur on or before January 31, 2023, the five-year anniversary date, these warrants will then expire five years from the 90th day after the occurrence of a listing event. The Company engaged a third-party expert to value these warrants and the estimated value as of June 30, 2021 is immaterial. As of June 30, 2021, 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. If all the potential warrants outstanding at June 30, 2021 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.
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.
Note O — 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 “Consideration”), issuable in four equal installments. The first three installments of 400,000 shares of Common Stock per installment were issued on April 1, 2019, December 31, 2019 and December 31, 2020, respectively. The remaining installment was due to be issued on December 31, 2021; however, pursuant to the Purchase Agreement, the Advisor has agreed to surrender its claim to such shares. 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 Company’s Current Report on Form 8-K filed with the SEC on April 3, 2019 for more information regarding the Management Internalization.
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 three installments of 400,000 shares of Common Stock per installment were issued to the former Advisor on April 1, 2019 and December 31, 2019 and December 31, 2020, 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) |
Shares issued December 31, 2020 at $17.50 | | (300,000) | | | (5,250,000) |
Shares issued December 31, 2020 at $25.10 | | (100,000) | | | (2,510,000) |
Deferred management internalization at June 30, 2021 | | 400,000 | | $ | 10,040,000 |
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 was the Company's stated NAV as of May 28, 2019. |
Note P— 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 months ended June 30, 2021 and 2020 was approximately $10,000 and $7,000. Total expense recorded for the matching 401(k) contribution in the six months ended June 30, 2021 and 2020 was approximately $20,000 and $14,000.
Note Q — Subsequent Events
On July 1, 2021, as contemplated by the Purchase Agreement, the Company entered into an additional $400,000 Convertible Promissory Note with Color Up, LLC, the Purchaser pursuant to the Purchase Agreement. The Note accrues interest at a rate of 7.0% per annum and has a maturity date of December 31, 2021, unless an amount equal to the principal and accrued interest is converted into limited partnership interests of the Operating Partnership at closing of the Transaction. On the closing date, the outstanding principal balance and any unpaid accrued interest will automatically be converted into partnership units at a conversion price equal to the quotient of the outstanding balance divided by $11.75, rounded to the nearest whole unit. On August 1, 2021, the Company entered into an additional $400,000 Convertible Promissory Note with this lender under the same terms.
On July 14, 2021, MVP Milwaukee Old World, LLC, and MVP Milwaukee Clybourn, LLC, subsidiaries of the Company, entered into an Amended and Restated Promissory Note Agreement (the “agreement”) with multiple lenders. An additional $255,000 was funded increasing the note balance to $2,062,000. All other terms of this note remain the same.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is a financial review and analysis of the Company’s financial condition and results of operations for the six months ended June 30, 2021 and 2020. This discussion and analysis should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the notes thereto and Management's Discussion and Analysis of Financial Conditions and Results of Operations in the Company’s annual report on Form 10-K for the year ended December 31, 2020. As used herein, the terms "we," "our" and "us" refer to The Parking REIT, Inc., and, as required by context, MVP REIT II Operating Partnership, LP, which the Company refers to as the "operating limited partnership," and to their subsidiaries.
Forward-Looking Statements
Certain statements included in this quarterly report on Form 10-Q (this "Quarterly Report") that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are forward-looking statements. Forward-looking statements are typically identified by the use of terms such as "may," "should," "expect," "could," "intend," "plan," "anticipate," "estimate," "believe," "continue," "predict," "potential" or the negative of such terms and other comparable terminology.
The forward-looking statements included herein are based upon the Company’s current expectations, plans, estimates, assumptions and beliefs, which involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control. Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, the actual results and performance could differ materially from those set forth in the forward-looking statements. Factors which could have a material adverse effect on operations and future prospects include, but are not limited to:
| • | the fact that the Company has a limited operating history, as property operations began in 2016; |
| • | the fact that the Company has experienced net losses since inception and may continue to experience additional losses; |
| • | the performance of properties the Company has acquired or may acquire or loans the Company has made or may make that are secured by real property; |
| • | changes in economic conditions generally and the real estate and debt markets specifically; |
| • | legislative or regulatory changes, including changes to the laws governing the taxation of real estate investment trusts (“REITs”); |
| • | the outcome of pending litigation or investigations; |
| • | potential damage and costs arising from natural disasters, terrorism and other extraordinary events, including extraordinary events affecting parking facilities included in the Company’s portfolio; |
| • | risks inherent in the real estate business, including ability to secure leases or parking management contracts at favorable terms, tenant defaults, potential liability relating to environmental matters and the lack of liquidity of real estate investments; |
| • | competitive factors that may limit the Company’s ability to make investments or attract and retain tenants; |
| • | the Company’s ability to generate sufficient cash flows to pay distributions to the Company’s stockholders; |
| • | the Company’s failure to maintain its status as a REIT for the year ending December 31, 2020; |
| • | the Company’s ability to successfully integrate pending transactions and implement an operating strategy; |
| • | the Company’s ability to list shares of common stock on a national securities exchange or complete another liquidity event; |
| • | the availability of capital and debt financing generally, and any failure to obtain debt financing at favorable terms or a failure to satisfy the conditions, covenants and requirements of that debt; |
| • | changes in interest rates; |
| • | changes to generally accepted accounting principles, or GAAP; |
| • | the Company’s ability to negotiate amendments or extensions to existing debt agreements. |
| • | the impact on our business and those of our tenants from epidemics, pandemics or outbreaks of an illness, disease or virus (including COVID-19); |
| • | the occurrence of any event, change or other circumstances that would compromise the Company’s ability to complete the transactions contemplated by the equity purchase and contribution agreement with an affiliate of Bombe Asset Management LLC (collectively, the “Bombe Transaction”) within the expected timeframe, on the expected terms or at all |
| • | the Company’s ability to realize the anticipated benefits of the Bombe Transaction; and |
| • | potential adverse impacts from changes to the U.S. tax laws. |
Any of the assumptions underlying the forward-looking statements included herein could be inaccurate, and undue reliance should not be placed upon any forward-looking statements included herein. All forward-looking statements are made as of the date of this Annual Report, and the risk that actual results will differ materially from the expectations expressed herein will increase with the passage of time. Except as otherwise required by the federal securities laws, the Company undertakes no obligation to publicly update or revise any forward – looking statements made after the date of this Quarterly Report, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in the forward – looking statements included in this Quarterly Report, the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Quarterly Report will be achieved.
This report may include market data and forecasts with respect to the REIT industry. Although the Company is responsible for all of the disclosure contained in this report, in some cases the Company relies on and refers to market data and certain industry forecasts that were obtained from third party surveys, market research, consultant surveys, publicly available information and industry publications and surveys that are believed to be reliable.
Overview
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 had 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 entered into temporary lease amendments with some of its tenants during the year ended December 31, 2020. The income generated under these lease amendments did not constitute qualifying REIT income for purposes of the annual REIT gross income tests, and, as a result, the Company was not in compliance with the annual REIT income tests for the year ended December 31, 2020. Accordingly, the Company did not qualify as a REIT in 2020 and will be taxed as a C corporation for the year ended December 31, 2020 and for at least its next four taxable years.
As a C corporation, the Company will be subject to federal income tax on its taxable income at regular corporate rates and will generally not be permitted to qualify for treatment as a REIT for federal income tax purposes again for four years following the year in which it no longer qualified as a REIT. In addition, distributions to its stockholders will not be deductible by the Company. As a result, being taxed as a C corporation rather than a REIT could reduce the cash available for distribution by the Company to its stockholders. Moreover, as a C Corporation, the Company is not required to distribute any amounts to its stockholders and all distributions to stockholders would be taxable as regular corporate dividends to the extent of its current and accumulated earnings and profits. In such event, corporate stockholders may be eligible for the dividends-received deduction. In addition, non-corporate stockholders, including individuals, may be eligible for the preferential tax rates on qualified dividend income.
The Company was incorporated in Maryland on May 4, 2015 and is the sole member of the Operating Partnership. The Company owns substantially all of its assets and conduct its operations through the Operating Partnership.
Prior to the management Internalization effective on April 1, 2019, the Company was externally managed by MVP Realty Advisors, LLC, dba The Parking REIT Advisors (the “former Advisor”), a Nevada limited liability company. As a result of the management Internalization, the Company will no longer incur an asset management fee equal to 1.1% of the cost of all assets held by the Company, effective April 1, 2019.
Impact of COVID-19
The ongoing COVID-19 pandemic has significantly adversely impacted global economic activity, contributed to significant volatility and negative pressure in financial markets and resulted in unprecedented job losses causing many to fear an imminent global recession. The global impact of the outbreak has been rapidly evolving and, as cases of COVID-19 have continued to be identified, many countries, including the United States, have reacted by instituting quarantines, density limitations and social distancing measures, mandating business and school closures and restricting travel.
As a result of these measures, the COVID-19 pandemic continues to negatively impact almost every industry directly or indirectly, including ours and the industries in which our tenants operate, with much of the impact still unknown. Further, the impacts of a potential worsening of global economic conditions and the continued disruptions to, and volatility in, the credit and financial markets, consumer spending as well as other unanticipated consequences remain unknown. In particular, many of the Company’s properties are located in urban centers, near government buildings and sports centers. Demand for parking in these locations depends in large part on customer traffic, and conditions that lead to a decline in customer traffic have had and may continue to have a material and adverse impact on those businesses. Many state and local governments are currently restricting public gatherings, requiring people to shelter in place and implementing social distancing measures, which has in some cases eliminated or severely reduced the demand for parking. Such events are adversely impacting and may continue to adversely impact the Company’s tenants’ sales and/or cause the temporary closure of the Company’s tenants’ businesses, which could significantly disrupt or cause a closure of their operations and, in turn, may impact or eliminate the rental revenue the Company generates from its leases with them. In addition, some state governments and other authorities were in varying stages of lifting or modifying some of these measures and some have already been forced to, and others may in the future, reinstitute these measures or impose new, more restrictive measures, if the risks, or the perception of the risks, related to the COVID-19 pandemic worsen at any time. The Company’s rental revenue and the return on its investments has been and may continue to be materially adversely affected by restrictions requiring people to shelter in place in reaction to the COVID-19 outbreak and may be further materially adversely affected to the extent that economic conditions result in the elimination of jobs or the migration of jobs from the urban centers where the Company’s parking facilities are situated to other locations. In particular, a majority of the Company’s property leases call for additional percentage rent, which will be adversely impacted by a decline in the demand for parking.
The Company experienced certain disruptions in base rent revenue and percentage rent revenue during the six months ended June 30, 2021. For further information regarding the impact of COVID-19 on the Company see Results of operations for the three and six months ended June 30, 2021 compared to the three and six months ended June 30, 2020. While the Company is currently unable to completely estimate the future 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 June 30, 2021, the Company had entered into forty-nine lease amendments with eight tenants/operators. The terms of such lease amendments generally provide for one of (i) a reduction in rent initially from May 2020 through July 2020 and certain second amendments that provide for reduced rent through July 2021 (ii) conversion of certain leases to management agreements pursuant to which the operator will receive a monthly fee; or (iii) extension of certain leases. While the Company continues to review and negotiate rent relief requests with tenants and plans to continue to execute lease amendments based on its evaluation of each tenant’s circumstances, there can be no assurance the Company will reach an agreement with any tenant or if an agreement is reached, that any such tenant will be able to repay any such deferred rent in the future. The extent of the impact of COVID-19 on the Company’s financial and operational performance will depend on certain developments, including the duration and spread of the outbreak and its impact on the Company’s tenants, all of which are uncertain and cannot be predicted. The extent to which COVID-19 may impact the Company’s financial condition or results of operations cannot be determined at this time.
In response to the COVID-19 pandemic, the Company entered into certain lease amendments and new lease agreements with tenants and operators during 2020. These amendments and agreements are described in detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Lease amendments and agreements entered into during 2021, through the date of this filing, are described below.
During January 2021, the Company entered into the Second Amendment to the Master lease with Isom Maintenance Company, LLC for MVP Raider Park Garage, LLC regarding payment terms of approximately $121,000 of delinquent percentage rent owed to the Company. Under the terms of this amendment The Company received $25,000 of the 2020 percentage rent owed on March 1, 2021 and the remaining balance of approximately $96,000 is due on or before December 31, 2021.
During January 2021, the Company entered into a Second Lease Amendment with SP + for the following seven properties: (i) MVP Bridgeport Fairfield Garage, LLC, (ii) MVP Fort Worth Taylor, LLC, (iii) MVP Detroit Center Garage, LLC, (iv) Mabley Place Garage, LLC, (v) MVP Hawaii Marks Garage, LLC, (vi) MVP Denver 1935 Sherman, LLC, (vii) MVP PF 2013 St. Louis, LLC. Under the terms of the second amendment, SP + paid the Company full base rent for these properties for January 2021, 75% of base rent for the period February 1, 2021 through September 30, 2021 and a one-time cost of contract fee of $275,000 on February 15, 2021. Effective October 1, 2021, the original lease terms are reinstated.
Effective April 1, 2021, St. Louis Broadway Group, LLC and St. Louis Seventh & Cerre, LLC, both subsidiaries of the Company, entered into lease agreements with St. Louis Parking Company. These leases continue until March 31, 2026. Under the terms of these agreements, the tenant will pay the Company $50,000 and $75,000 base rent per lease year and 90% of gross receipts over $115,000 and $150,000 for St. Louis Broadway and St. Louis Seventh & Cerre, respectively.
Effective July 1, 2021, MVP Milwaukee Old World, LLC, MVP St. Paul Holiday Garage, LLC and MVP Milwaukee Arena Lot, LLC, all subsidiaries of the Company, entered into lease agreements with Interstate Parking Company, LLC. These leases continue until June 30, 2026. Under the terms of these agreements, the tenant will pay the Company $12,000 base rent per lease year and 95% of gross receipts over $48,000, 92.50% of gross receipts over $182,000 and 95% of gross receipts over $67,000 for MVP Milwaukee Old World, MVP St. Paul Holiday Garage and MVP Milwaukee Arena Lot, respectively.
Objectives
The Company’s primary objectives are to:
| • | generate current income; and |
| • | explore strategic alternatives to provide liquidity to stockholders, including sales of assets, potential liquidation of the Company, a sale of the Company or a portion thereof or a strategic business combination. |
In mid-2019, the Company engaged financial and legal advisors and began to explore a broad range of potential strategic alternatives to provide liquidity to stockholders. On January 8, 2021, the Company, entered into an equity purchase and contribution agreement (the “Purchase Agreement”) by and among the Company, MVP REIT II Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), Michael V. Shustek (“Mr. Shustek”), Vestin Realty Mortgage I, Inc., (“VRMI”) Vestin Realty Mortgage II, Inc. (“VRMII” and together with VRMI and Mr. Shustek, the “Advisor”) and Color Up, LLC, a Delaware limited liability company (the “Purchaser”) affiliated with Bombe Asset Management LLC, a Cincinnati, Ohio based alternative asset management firm (“Bombe”). See the Company’s Form 8-K Current Report filed on January 14, 2021 for additional information. While the Bombe Transaction is expected to provide liquidity, there can be no assurance that the Company will receive the anticipated benefits of the Bombe Transaction or that the Bombe Transaction will be completed on the anticipated timeline or at all.
For example, we expect to incur additional costs in connection with ongoing litigation, the SEC investigation discussed in Note M - Legal in Part I, Item 1 Notes to the Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q and legal and consulting fees associated with pursuing any potential strategic alternatives, which in the aggregate may be material, none of which was taken in consideration when the board of directors determined the prior estimated NAV per share. Please see our Current Reports on Form 8-K filed with the SEC on May 28, 2019 for additional information regarding the NAV calculation, as well as “Item 1A. Risk Factors—Risks Related to an Investment in the Company–Stockholders should not rely on the estimated NAV per share as being an accurate measure of the current value of our shares of common stock” in our Annual Report on Form 10-K.
Prior Investment Strategy
The Company’s investment strategy has historically focused primarily on acquiring, owning and managing parking facilities, including parking lots, parking garages and other parking structures throughout the United States and Canada. The Company historically focused primarily on investing in income-producing parking lots and garages with air rights in central business districts. In building its current portfolio, the Company sought geographically targeted investments that present key demand drivers, that were expected to generate cash flows and provide greater predictability during periods of economic uncertainty. Such targeted investments include, but are not limited to, parking facilities near one or more of the following demand drivers:
| • | Government buildings and courthouses |
However, as a result of the current COVID-19 pandemic, among other factors, such demand drivers have been and are expected to be significantly diminished for an indeterminate period of time. Many state and local governments are currently restricting public gatherings or requiring people to shelter in place, which has in some cases eliminated or severely reduced the demand for parking. For further information regarding the impact of COVID-19 on the Company, see Part II, Item 1A titled “Risk Factors.”
Prior Investment Criteria
The Company historically focused on acquiring properties that met the following criteria:
| • | properties that were expected to generate current cash flow; |
| • | properties that were expected to be located in populated metropolitan areas; and |
| • | properties were expected to produce income within 12 months of the Company’s acquisition. |
As noted above, the Company does not currently expect to make any additional acquisitions unless and until it is able to sell some of its existing assets, and then only after ensuring that it has sufficient liquidity resources. In the event of a future acquisition, the Company would expect the foregoing criteria to serve as guidelines, however, Management and the Company’s board of directors may vary from these guidelines to acquire properties which they believe represent value opportunities.
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”). Under the supervision of the board of directors (the “Board of Directors”), the former Advisor had 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, since their respective formations. 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 “Consideration”), issuable in four equal installments. The first three installments of 400,000 shares of Common Stock per installment were issued on April 1, 2019, December 31, 2019 and December 31, 2020, respectively. See Note O — Deferred Management Internalization in Part I, Item 1 Notes to the Condensed Consolidated Financial Statements of this Quarterly Report for additional information. The remaining installment was due to be issued on December 31, 2021; however, pursuant to the Purchase Agreement, the Advisor has agreed to surrender its claim to such shares. 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 Company’s Current Report on Form 8-K filed with the SEC on April 3, 2019 for more information regarding the Management Internalization.
Results of Operations for the three months ended June 30, 2021 compared to the three months ended June 30, 2020.
| | | For the Three Months Ended June 30, |
| | | 2021 | | 2020 | | $ Change | | % Change |
Revenues | | | | | | | | |
Base rent income | $ | 2,807,000 | $ | 3,402,000 | $ | (595,000) | | (17.5%) |
Percentage rent income | | 93,000 | | -- | | 93,000 | | 100.0% |
Management income | | 663,000 | | 293,000 | | 370,000 | | 126.3% |
Total revenues | $ | 3,563,000 | $ | 3,695,000 | $ | (132,000) | | (3.6%) |
Rental revenue
The decrease in rental revenues is primarily attributable to decreased demand for parking as a result of COVID-19 and restrictions intended to prevent its spread, including restrictions on public gatherings, requiring people to shelter in place and implementing social distancing measures, which in some cases eliminated or severely reduced the demand for parking. In addition, as a result of COVID-19, the Company transitioned 11 leases to management agreements. Per these management agreements, the tenant now operates the property on behalf of the Company and pays their operating expenses from gross parking revenue and is required to remit an agreed upon percentage of the remainder to the Company instead of base rent payments. Revenues from these properties are recorded as management income.
For additional information see Note D – Investments in Real Estate in the notes to the condensed consolidated financial statements included in Part I, Item 1 - Notes to the Condensed Consolidated Financial Statements of this Quarterly Report.
During the three months ended June 30, 2021 and 2020 the Company earned percentage rent on the following properties:
| | | For the Three Months Ended June 30, |
| | | 2021 | | 2020 | | $ Change | | % Change |
Percentage rent income | | | | | | | | |
MVP St Louis 2013 | $ | 3,000 | $ | -- | $ | 3,000 | | 100.0% |
Mabley Place Garage | | 16,000 | | -- | | 16,000 | | 100.0% |
MVP Ft Worth Taylor | | 8,000 | | -- | | 8,000 | | 100.0% |
Minneapolis Venture | | 14,000 | | -- | | 14,000 | | 100.0% |
MVP Denver 1935 Sherman | | 1,000 | | -- | | 1,000 | | 100.0% |
MVP Bridgeport Fairfield Garage | | 4,000 | | -- | | 4,000 | | 100.0% |
Minneapolis City Parking | | 13,000 | | -- | | 13,000 | | 100.0% |
MVP Detroit Center Garage | | 29,000 | | -- | | 29,000 | | 100.0% |
MVP Hawaii Marks | | 5,000 | | -- | | 5,000 | | 100.0% |
Total revenues | $ | 93,000 | $ | - | $ | 93,000 | | 100.0% |
Variances in percentage rent earnings 2021 compared to 2020 are due to fluctuations in transient parking business as a result of restrictions intended to slow the spread of COVID-19 and varying speeds of the opening of cities.
| | | For the Three Months Ended June 30, |
| | | 2021 | | 2020 | | $ Change | | % Change |
Operating expenses | | | | | | | | |
Property taxes | $ | 918,000 | $ | 840,000 | $ | 78,000 | | 9.3% |
Property operating expense | | 274,000 | | 725,000 | | (451,000) | | (62.2%) |
General and administrative | | 1,428,000 | | 1,576,000 | | (148,000) | | (9.3%) |
Professional fees | | 56,000 | | (108,000) | | 164,000 | | 151.9%) |
Depreciation and amortization expenses | | 1,258,000 | | 1,321,000 | | (63,000) | | (4.8%) |
Impairment | | -- | | 7,640,000 | | (7,640,000) | | (100.0%) |
Total operating expenses | | 3,934,000 | | 11,994,000 | | (8,059,000) | | (67.2%) |
Income (loss) from operations | $ | (371,000) | $ | (8,299,000) | $ | 7,928,000 | | (95.5%) |
The Company is continuing to monitor the potential impact of the COVID-19 pandemic and restrictions intended to prevent its spread on rental rates and rent collections. As of June 30, 2021, the Company had entered into forty-nine lease amendments with eight tenants/operators. The terms of such lease amendments generally provide for one of (i) a reduction in rent initially from May through July 2020 and certain second amendments that provide reduced rent through July 2021, (ii) conversion of certain leases to management agreements pursuant to which the operator will receive a monthly fee; or (iii) extension of certain leases. Although the Company is and will continue to be actively engaged in rent collection efforts related to uncollected rent, as well as working with certain tenants who have requested rent relief, the Company can provide no assurance that such efforts or its efforts in future periods will be successful, particularly in the event that the COVID-19 pandemic and restrictions intended to prevent its spread continue for a prolonged period. Due to the COVID-19 pandemic, during the third quarter of 2020, the Company entered into lease amendments with multiple tenants. These lease amendments and decreased need for parking due to COVID-19 shut downs have resulted in a decrease in base and percentage rent income during the three months ended June 30, 2021. In particular, many of the Company’s properties are located in urban centers, near government buildings and sporting venues, which depend in large part on customer traffic, and conditions that lead to a decline in customer traffic have had and may continue to have a material and adverse impact on those businesses. Many state and local governments are currently restricting public gatherings, requiring people to shelter in place and implementing social distancing measures, which has in some cases eliminated or severely reduced the demand for parking. The increase in percentage rent is attributable to the reopening of venues resulting in an increase in customer traffic. See Part II, Item 1A titled “Risk Factors” for more information on the effect of COVID-19 on our business.
Property taxes
The increase in property taxes in 2021 compared to 2020 is attributable primarily to the lease amendments which have increased the property tax burden on the Company in 2021.
Property operating expense
The decrease in property operating expense in 2021 compared to 2020 is attributable primarily to COVID-19 restrictions that reduced the demand for parking in certain locations which in turn reduced required repairs and maintenance expenses and other property operating expenses.
General and administrative
The decrease in general and administrative expenses from 2020 to 2021 of approximately $0.1 million was primarily attributable to a decrease in director and officer insurance expense of approximately $0.2 million and a decrease in payroll and related expenses. These decreases were partially offset by increases in other expenses.
Professional fees
Professional fees increased approximately $0.2 million in the three months ended June 30, 2021 compared to the same period in the prior year. The increase was primarily due to lower insurance proceeds received to reimburse the Company for legal fees, during the three months ended June 30, 2021 for claims made against the director and officer insurance policy. These reimbursements were related to legal expenses incurred relating to lawsuits filed in 2019 and the SEC investigation, which was initiated in June of 2019.
See Note M – Legal in Part I, Item 1 - Notes to the Condensed Consolidated Financial Statements of this Quarterly Report for additional information.
Depreciation and amortization expenses
The decrease in depreciation and amortization expenses was due to properties sold during 2020.
Impairment
During the three months ended June 30, 2021, no impairment was recorded. During the three months ended June 30, 2020 the Company recorded approximately $7.6 million of asset impairment charges. These charges were recorded to write down the carrying value of these assets to their current appraised values net of estimated closing costs. See Note B — Summary of Significant Accounting Policies in Part I, Item 1 Notes to the Condensed Consolidated Financial Statements of this Quarterly Report for additional information.
| | | For the Three Months Ended June 30, |
| | | 2021 | | 2020 | | $ Change | | % Change |
Other income (expense) | | | | | | | | |
Interest expense | $ | (2,092,000) | $ | (2,255,000) | $ | 163,000 | | (7.2%) |
PPP Round #1 forgiveness | | 348,000 | | -- | | 348,000 | | 100.0% |
Gain from sale of investment in real estate | | -- | | 694,000 | | (694,000) | | (100.0%) |
Income from DST | | -- | | 49,000 | | (49,000) | | (100.0%) |
Total other expense | $ | (1,744,000) | $ | (1,512,000) | $ | (232,000) | | (15.3%) |
Interest expense
The decrease of interest expense of approximately $0.1 million was primarily due to a lower interest rate on the Company’s $39.5 million variable rate loan. Total loan amortization cost for the three months ended June 30, 2021 and 2020, was approximately $0.1 million and $0.2 million, respectively.
In the past, to maximize the use of cash, the Company sought opportunities to utilize debt financing in acquisitions, including the use of long-term debt. The interest expense will vary based on the amount of the Company’s borrowings and current interest rates at the time of financing. Historically, the Company’s intent was to secure appropriate leverage with the lowest interest rate available. The terms of any loans, in the future, will vary depending on the quality of the applicable property, the credit worthiness of the tenant and the amount of income the property is able to generate through parking leases. There is no assurance, however, that the Company will be acquiring additional properties in the future or will be able to secure additional financing on favorable terms or at all.
For additional information see Note I – Notes Payable and Payroll Protection Plan in Part I, Item 1 Notes to the Condensed Consolidated Financial Statements of this Quarterly Report for additional information.
Other income
During May 2021, the Company received notification from the SBA stating that the round 1 PPP loan was forgiven in the amount of approximately $348,000.
Gain on sale of investment in real estate
During May 2020, the Company sold the parking garage in San Jose, California for $4.1 million, which resulted in a gain from of sale of investments of approximately $0.7 million.
Income from DST
The decrease in income from DST is due to the impact of COVID-19. Starting in March 2020 the DST, St. Louis Cardinal Lot, did not generate distributable net income due the delay of the opening of the major league baseball season and the fact that no fans were allowed to attend the games when the season opened.
Results of Operations for the six months ended June 30, 2021 compared to the six months ended June 30, 2020.
| | | For the Six Months Ended June 30, |
| | | 2021 | | 2020 | | $ Change | | % Change |
Revenues | | | | | | | | |
Base rent income | $ | 5,500,000 | $ | 8,393,000 | $ | (2,893,000) | | (34.5%) |
Percentage rent income | | 240,000 | | 327,000 | | (87,000) | | (26.6%) |
Management income | | 1,004,000 | | 293,000 | | 711,000 | | 242.7% |
Total revenues | $ | 6,744,000 | $ | 9,013,000 | $ | (2,269,000) | | (25.2%) |
Rental revenue
The decrease in rental revenues is primarily attributable to decreased demand for parking as a result of COVID-19 and restrictions intended to prevent its spread, including restrictions on public gatherings, requiring people to shelter in place and implementing social distancing measures, which in some cases eliminated or severely reduced the demand for parking. In addition, as a result of COVID-19, the Company transitioned 11 leases to management agreements. Per these management agreements, the tenant now operates the property on behalf of the Company and pays their operating expenses from gross parking revenue and is required to remit an agreed upon percentage of the remainder to the Company instead of base rent payments. Revenues from these properties are recorded as management income.
For additional information see Note D – Investments in Real Estate in the notes to the condensed consolidated financial statements included in Part I, Item 1 - Notes to the Condensed Consolidated Financial Statements of this Quarterly Report.
During the six months ended June 30, 2021 and 2020 the Company earned percentage rent on the following properties:
| | | For the Six Months Ended June 30, |
| | | 2021 | | 2020 | | $ Change | | % Change |
Percentage rent income | | | | | | | | |
MVP St Louis 2013 | $ | 6,000 | $ | -- | $ | 6,000 | | 100.0% |
Mabley Place Garage | | 37,000 | | -- | | 37,000 | | 100.0% |
MVP Ft Worth Taylor | | 41,000 | | 94,000 | | (53,000) | | (56.4%) |
Minneapolis Venture | | 22,000 | | -- | | 22,000 | | 100.0% |
MVP Denver 1935 Sherman | | 1,000 | | 31,000 | | (30,000) | | (96.8%) |
MVP Bridgeport Fairfield Garage | | 10,000 | | -- | | 10,000 | | 100.0% |
Minneapolis City Parking | | 17,000 | | -- | | 17,000 | | 100.0% |
MVP Detroit Center Garage | | 92,000 | | 153,000 | | (61,000) | | (39.9%) |
St. Louis Broadway | | -- | | 5,000 | | (5,000) | | (100.0%) |
MVP New Orleans Rampart | | -- | | 44,000 | | (44,000) | | (100.0%) |
MVP Hawaii Marks | | 14,000 | | -- | | 14,000 | | 100.0% |
Total revenues | $ | 240,000 | $ | 327,000 | $ | (87,000) | | (26.6%) |
Variances in percentage rent earnings 2021 compared to 2020 are due to fluctuations in transient parking business in a result of restrictions intended to slow the spread of COVID-19 and varying speeds of the opening of cities.
| | | For the Six Months Ended June 30, |
| | | 2021 | | 2020 | | $ Change | | % Change |
Operating expenses | | | | | | | | |
Property taxes | $ | 1,792,000 | $ | 1,505,000 | $ | 287,000 | | 19.1% |
Property operating expense | | 556,000 | | 1,111,000 | | (555,000) | | (50.0%) |
General and administrative | | 2,860,000 | | 3,229,000 | | (369,000) | | (11.4%) |
Professional fees | | 1,830,000 | | 208,000 | | 1,622,000 | | 779.8% |
Acquisition expenses | | -- | | 3,000 | | (3,000) | | (100.0%) |
Depreciation and amortization expenses | | 2,516,000 | | 2,643,000 | | (127,000) | | (4.8%) |
Impairment | | -- | | 7,640,000 | | (7,640,000) | | (100.0%) |
Total operating expenses | | 9,554,000 | | 16,339,000 | | (6,785,000) | | (41.5%) |
Income (loss) from operations | $ | (2,810,000) | $ | (7,326,000) | $ | 4,516,000 | | (61.6%) |
The Company is continuing to monitor the potential impact of the COVID-19 pandemic and restrictions intended to prevent its spread on rental rates and rent collections. As of June 30, 2021, the Company had entered into forty-nine lease amendments with eight tenants/operators. The terms of such lease amendments generally provide for one of (i) a reduction in rent initially from May through July 2020 and certain second amendments that provide reduced rent through July 2021, (ii) conversion of certain leases to management agreements pursuant to which the operator will receive a monthly fee; or (iii) extension of certain leases. Although the Company is and will continue to be actively engaged in rent collection efforts related to uncollected rent, as well as working with certain tenants who have requested rent relief, the Company can provide no assurance that such efforts or its efforts in future periods will be successful, particularly in the event that the COVID-19 pandemic and restrictions intended to prevent its spread continue for a prolonged period. Due to the COVID-19 pandemic, during the third quarter of 2020, the Company entered into lease amendments with multiple tenants. These lease amendments and decreased need for parking due to COVID-19 shut downs have resulted in a decrease in base and percentage rent income during the three months ended June 30, 2021. In particular, many of the Company’s properties are located in urban centers, near government buildings and sporting venues, which depend in large part on customer traffic, and conditions that lead to a decline in customer traffic have had and may continue to have a material and adverse impact on those businesses. Many state and local governments are currently restricting public gatherings, requiring people to shelter in place and implementing social distancing measures, which has in some cases eliminated or severely reduced the demand for parking. See Part II, Item 1A titled “Risk Factors” for more information on the effect of COVID-19 on our business.
Property taxes
The increase in property taxes in 2021 compared to 2020 is attributable primarily to the lease amendments which have increased the property tax burden on the Company in 2021.
Property operating expense
The decrease in property operating expense in 2021 compared to 2020 is attributable primarily to COVID-19 restrictions that reduced the demand for parking in certain locations which in turn reduced required repairs and maintenance expenses and other property operating expenses.
General and administrative
The decrease in general and administrative expenses from 2020 to 2021 of approximately $0.4 million was primarily attributable to a decrease in director and officer insurance expense of approximately $0.3 million and a decrease in payroll and related expenses of approximately $0.2 million These decreases were partially offset by increases in other expenses of approximately $0.1 million.
Professional fees
Professional fees increased approximately $1.6 million in the six months ended June 30, 2021 compared to the same period in the prior year. The increase was primarily due to lower insurance proceeds received to reimburse the Company for legal fees, during the six months ended June 30, 2021 for claims made against the director and officer insurance policy. These reimbursements were related to legal expenses incurred relating to lawsuits filed in 2019 and the SEC investigation, which was initiated in June of 2019.
See Note M – Legal in Part I, Item 1 - Notes to the Condensed Consolidated Financial Statements of this Quarterly Report for additional information.
Depreciation and amortization expenses
The decrease in depreciation and amortization expenses was due to properties sold during 2020.
Impairment
No impairment was recorded during the six months ended June 30, 2021. During the six months ended June 30, 2020 the Company recorded approximately $7.6 million of asset impairment charges. These charges were recorded to write down the carrying value of these assets to their current appraised values net of estimated closing costs. See Note B — Summary of Significant Accounting Policies in Part I, Item 1 Notes to the Condensed Consolidated Financial Statements of this Quarterly Report for additional information.
| | | For the Six Months Ended June 30, |
| | | 2021 | | 2020 | | $ Change | | % Change |
Other income (expense) | | | | | | | | |
Interest expense | $ | (4,296,000) | $ | (4,584,000) | $ | 288,000 | | (6.3%) |
Other income | | 275,000 | | 151,000 | | 124,000 | | 82.1% |
Gain from sale of investment in real estate | | -- | | 694,000 | | (694,000) | | (100.0%) |
PPP Round #1 forgiveness | | 348,000 | | -- | | 348,000 | | 100.0% |
Income from DST | | -- | | 99,000 | | (99,000) | | (100.0%) |
Total other expense | $ | (3,673,000) | $ | (3,640,000) | $ | (33,000) | | (0.9%) |
Interest expense
The decrease of interest expense of approximately $0.3 million was primarily due to a lower interest rate on the Company’s $39.5 million variable rate loan. Total loan amortization cost for the six months ended June 30, 2021 and 2020, was approximately $0.2 million and $0.4 million, respectively.
In the past, to maximize the use of cash, the Company sought opportunities to utilize debt financing in acquisitions, including the use of long-term debt. The interest expense will vary based on the amount of the Company’s borrowings and current interest rates at the time of financing. Historically, the Company’s intent was to secure appropriate leverage with the lowest interest rate available. The terms of any loans, in the future, will vary depending on the quality of the applicable property, the credit worthiness of the tenant and the amount of income the property is able to generate through parking leases. There is no assurance, however, that the Company will be acquiring additional properties in the future or will be able to secure additional financing on favorable terms or at all.
For additional information see Note I – Notes Payable and Payroll Protection Plan in Part I, Item 1 Notes to the Condensed Consolidated Financial Statements of this Quarterly Report for additional information.
Other income
During February 2021, the Company received a one-time cost of contract payment of $275,000 from SP+.
During May 2021, the Company received notification from the SBA stating that the round 1 PPP loan was forgiven in the amount of approximately $348,000.
During January 2020, the Company earned $144,000 from Premium Parking for the early termination of the parking lease at MVP Memphis Poplar.
During February 2020, the Company received approximately $6,000 for the energy efficiency fee at Detroit Center Garage. Upon the completion of the lighting project at this property last year, the tenant agreed that if the energy costs did not meet or surpass $46,000 for the year, then the tenant would pay the Company 80% of the difference.
Income from DST
The decrease in income from DST is due to the impact of COVID-19. Starting in March 2020 the DST, St. Louis Cardinal Lot, did not generate distributable net income due the delay of the opening of the major league baseball season and the fact that no fans were allowed to attend the games when the season opened.
Gain from sale of investment in real estate
On May 26, 2020 the Company sold a parking garage in San Jose, CA 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.
Liquidity and Capital Resources
The Company commenced operations on December 30, 2015.
The Company’s principal demand for funds historically was for the acquisition of real estate assets, the payment of operating expenses, capital expenditures, principal and interest on the Company’s outstanding indebtedness and the payment of distributions to the Company’s stockholders. The cash required for acquisitions and investments in real estate has, to date, been funded primarily from the sale of shares of the Company’s common stock and preferred stock, including those shares offered for sale through the Company’s distribution reinvestment plan, dispositions of properties in the Company’s portfolio and through third party financing and the assumption of debt on acquired properties.
On December 31, 2016, the Company ceased all selling efforts for its initial public offering of shares of its common stock at $25.00 per share, pursuant to a registration statement on Form S-11 (No. 333-205893). The Company accepted additional subscriptions through March 31, 2017, the last day of the initial public offering, and raised approximately $61.3 million in the initial public offering before payment of deferred offering costs of approximately $1.1 million, contribution from an affiliate of the former Advisor of approximately $1.1 million and cash distributions of approximately $1.8 million.
The Company raised approximately $2.5 million, net of offering costs, in funds from the private placements of Series A Convertible Redeemable Preferred Stock and approximately $36.0 million, net of offering costs, in funds from the private placements of Series 1 Convertible Redeemable Preferred Stock.
As disclosed in Note M - Legal in Part I, Item 1 - Notes to the Condensed Consolidated Financial Statements of this Quarterly Report, 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 any 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. As a result of this Nasdaq decision, the Company has determined not to proceed with the registration and sale of the Company’s common stock as contemplated by the Registration Statement (File No. 333-205893) on Form S-11 filed with the U.S. Securities and Exchange Commission on October 5, 2018 and such Registration Statement was withdrawn on August 29, 2019.
As of June 30, 2021, the Company’s debt consisted of approximately $120.7 million in fixed rate debt and $39.5 million in variable rate debt, net of loan issuance costs and the Company’s cash and cash equivalents and restricted cash were approximately $6.9 million ($4.0 million of which was restricted cash). The Company’s unrestricted cash balance was approximately $2.8 million as of the date of filing.
The Company currently has little cash available for acquisitions and no ability to raise new debt or equity financing, and, accordingly, the Company’s only source of near-term liquidity is from operating activities or the sale of assets. In order to enhance liquidity, in mid-2019, the Company’s board of directors engaged financial and legal advisors and began to explore a broad range of potential strategic alternatives to provide liquidity to stockholders. On January 8, 2021, the Company, entered into an equity purchase and contribution agreement (the “Purchase Agreement”) by and among the Company, MVP REIT II Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), Michael V. Shustek (“Mr. Shustek”), Vestin Realty Mortgage I, Inc., (“VRMI”) Vestin Realty Mortgage II, Inc. (“VRMII” and together with VRMI and Mr. Shustek, the “Advisor”) and Color Up, LLC, a Delaware limited liability company (the “Purchaser”) affiliated with Bombe Asset Management LLC, a Cincinnati, Ohio based alternative asset management firm (“Bombe”). See the Company’s Form 8-K Current Report filed on January 14, 2021 for additional information. While the Bombe Transaction is expected to provide liquidity, there can be no assurance that the Company will receive the anticipated benefits of the Bombe Transaction or that the Bombe Transaction will be completed on the anticipated timeline or at all.
The Company has incurred net losses since its inception and anticipates net losses and negative operating cash flows for the near future. For the six months ended June 30, 2021, the Company had a net loss of $6.5 million and had $6.9 million in cash, cash equivalents and restricted cash. In connection with preparing the condensed consolidated financial statements for the six months ended June 30, 2021, 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 August 2022.
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:
| • | During January 2021, the Company, entered into an equity purchase and contribution agreement (the “Purchase Agreement”) by and among the Company, MVP REIT II Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), Michael V. Shustek (“Mr. Shustek”), Vestin Realty Mortgage I, Inc., (“VRMI”) Vestin Realty Mortgage II, Inc. (“VRMII” and together with VRMI and Mr. Shustek, the “Advisor”) and Color Up, LLC, a Delaware limited liability company (the “Purchaser”) affiliated with Bombe Asset Management LLC, a Cincinnati, Ohio based alternative asset management firm (“Bombe”). The transactions contemplated by the Purchase Agreement are referred to herein collectively as the “Transaction.” See the Form 8-K Current Report filed on January 14, 2021 for additional information. |
| • | In connection with the Transaction, on June 2, 2021, the Company issued a $400,000 Convertible Promissory Note (the “Note) to the Purchaser. The Note accrues interest at a rate of 7.0% per annum and has a maturity date of December 31, 2021, unless an amount equal to the principal and accrued interest is converted into limited partnership interests of the Operating Partnership at the closing of the Transaction. On the closing date, the outstanding principal balance and any unpaid accrued interest will automatically be converted into partnership units at a conversion price equal to the quotient of the outstanding balance divided by $11.75, rounded to the nearest whole unit. On July 1, 2021, the Company entered into an additional $400,000 Note under the same terms. On August 1, 2021, the Company entered into an additional $400,000 Convertible Promissory Note with this lender under the same terms. |
| • | During December 2020, the Company, as guarantor, entered into the Second Amendment to Loan Agreement and Loan Documents (the “Second Amendment”) by and among MVP Hawaii Marks Garage, LLC, MVP Indianapolis City Parking Garage, LLC, MVP Indianapolis Washington Street Lot, LLC, MVP New Orleans Rampart, LLC, MVP Raider Park Garage, LLC, MVP Milwaukee Wells LLC (each a “Borrower” and together “Borrowers”) and LLC Warehouse V LLC (the “Lender”), as successor-in-interest to LoanCore Capital Credit REIT LLC (the “ Original Lender”). The Second Amendment exercised the Company’s option to extend the loan to December 9, 2021 with an additional one-year renewal option thereafter. Concurrent with the Second Amendment, the Company entered into an Interest Rate Protection Agreement (rate cap) that caps the loan’s interest rate at the loan’s LIBOR Floor. This rate cap effectively fixes the rate on this loan to the current rate of 5.60% and eliminates the threat of rising interest rates on this floating rate loan. See Company Indebtedness in Management’s Discussion and Analysis of Financial Condition and Results of Operations Form 8-K Current Report filed on December 14, 2020 for additional information. |
| • | 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 June 30, 2021, the Company has entered into lease amendments (Second Amendments) with its two largest tenants, SP + and Premier Parking since the end of the third quarter of 2020 that should increase the amount of rental revenue received by the Company compared to the (First Amendments) entered into with these two tenants in May 2020 for COVID relief as follows: |
| | • | Premier Parking – Second Amendment, entered into December 16, 2020 and effective October 1, 2020, splits gross revenue from the properties, after approved expenses 95%/5% in favor of the Company and requires Premier to pay a portion of the property taxes per the original leases. The First Amendment split was 85%/15% in favor of the Company and required no property tax payments during the term of the amendment. The Premier leases revert back to their original terms January 1, 2022. |
| | • | SP + - Second Amendment, entered into January 29, 2021 and effective January 1, 2021, required SP + to pay full base rent for the month of January for the seven largest properties leased by SP +, and requires 75% of base rent to be paid on the 1st of each month for the months of February through September 2021 and a one-time cost of contract payment of $275,000 received in February 2021. On October 1, 2021, these properties revert back to their original lease terms. This amendment should result in (i) more base rent revenue during the lease term than was earned previously under the First Amendment and (ii) certainty with respect to base rent to be received from these properties during the term of the Second Amendment. |
| • | On April 23, 2020 the Company received the funding for its First Draw of the 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 has applied for forgiveness of its First Draw loan amount. During May 2021, the Company received notification that the SBA has forgiven the First Draw completely. |
| • | On May 4, 2021 the Company received the funding for its Second Draw that is available to First Draw recipients in the Paycheck Protection Program loan for approximately $328,000. |
| • | During December 2020, Minneapolis Venture, LLC, a subsidiary of the Company, entered into an Amended and Restated Promissory Note Agreement (the “agreement”) with multiple lenders. The agreement increased the interest rate from 8% to 9%, an additional $2 million was funded increasing the note balance to $4 million and the maturity date of the note was extended to December 31, 2021. |
| • | During February 2021, MVP Milwaukee Old World, LLC, and MVP Milwaukee Clybourn, LLC, subsidiaries of the Company, entered into an Amended and Restated Promissory Note Agreement (the “agreement”) with multiple lenders. The agreement increased the interest rate from 8% to 9%, an additional $845,000 was funded increasing the note balance to $1,807,000 and the maturity date of the note was extended to December 31, 2021. |
| • | During March 2021, MVP Cincinnati Race St., LLC, a subsidiary of the Company, entered into an Amended and Restated Promissory Note Agreement (the “agreement”) with multiple lenders. In which an additional $900,000 was funded, increasing the note balance to $3,450,000 and the maturity date of the note was extended to December 31, 2021 and the interest rate increased to 9%. All other terms remain the same. |
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 June 30, 2021 financial statements.
Sources and Uses of Cash
The following table summarizes our cash flows for the six months ended June 30, 2021 and 2020:
| | | For the Six Months Ended June 30, |
| | | 2021 | | 2020 |
Net cash used in operating activities | $ | (2,101,000) | $ | (2,692,000) |
Net cash provided by (used in) investing activities | | -- | | 730,000 |
Net cash provided by financing activities | | 1,125,000 | | 279,000 |
Comparison of the six months ended June 30, 2021 to the six months ended June 30, 2020:
The Company’s cash and cash equivalents and restricted cash were approximately $6.9 million as of June 30, 2021, which was a decrease of approximately $3.0 million from the same period in 2020.
Cash flows from operating activities
Net cash used in operating activities during the six months ended June 30, 2021 was approximately $2.1 million, compared to approximately $2.7 million for the same period in 2020.
Cash flows from investing activities
Net cash provided by investing activities for the six months ended June 30, 2020 was approximately $0.7 million for building improvements and fixed asset purchases compared to no investing activities during the six months ended June 30, 2021.
Cash flows from financing activities
Net cash provided by financing activities for the six months ended June 30, 2021 was approximately $1.1 million compared to approximately $0.3 million during the same period in 2020. The change in cash provided by financing activities was primarily due to decrease in proceeds from notes payable of approximately $1.1 million offset by a decrease in dividend paid to stockholders of approximation $1.5 million and payments on notes payable of approximately $0.3 million during the six months ended June 30, 2021 compared to the same period in 2020
Company Indebtedness
The loan with Bank of America for the MVP Detroit garage requires the Company to maintain approximately $2.3 million in liquidity at all times, which is defined as unencumbered cash and cash equivalents. As of the date of this filing, the Company was in compliance with this lender requirement. However, if the Company is unable to sell assets it is likely the Company will be unable to meet this requirement by the end of the third quarter of 2021. The Company will need to obtain a waiver for this requirement and if it is unable to obtain a waiver, this could result in an event of default and acceleration of such loan if the lender is unwilling to waive the requirement.
The Company’s secured mortgage debt of approximately $51.8 million and $52.5 million as of June 30, 2021 and December 31, 2020, respectively, require Mr. Shustek and the former Advisor to continue to provide guarantees. In connection with the Contribution Agreement and the Internalization, Mr. Shustek and the former Advisor will continue to provide such guarantees. For additional information regarding the Company’s indebtedness, please see Note I – Notes Payable and Payroll Protection Plan in Part I, Item 1 - Notes to the Condensed Consolidated Financial Statements of this Quarterly Report for additional information.
The Company may establish capital reserves with respect to particular investments. The Company also may, but is not required to, establish reserves out of cash flow generated by investments or out of net sale proceeds in non-liquidating sale transactions. Working capital reserves are typically utilized to fund tenant improvements, leasing commissions and major capital expenditures. The Company’s lenders also may require working capital reserves.
To the extent that the working capital reserve is insufficient to satisfy the Company’s cash requirements, additional funds may be provided from cash generated from operations or through short-term borrowing, if such borrowing becomes available in the future. In addition, subject to certain exceptions and limitations, the Company may incur indebtedness in connection with the acquisition of any real estate asset to the extent such indebtedness becomes available to the Company in the future, refinance the debt thereon, arrange for the leveraging of any previously unencumbered property or reinvest the proceeds of financing or refinancing in additional properties.
The ongoing COVID-19 pandemic has significantly adversely impacted global economic activity, contributed to significant volatility and negative pressure in financial markets and resulted in unprecedented job losses causing many to fear an imminent global recession. Due to these factors, the Company entered into the following loan modification agreements with its lenders during the last twelve months.
In response to the COVID-19 pandemic, the Company entered into certain temporary loan modification agreements and new loan agreements with certain lenders during 2020. As of June 30, 2021, these loans had reverted back to their normal payment terms. These modification agreements are described in detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Loan modification agreements and new loan agreements entered into during 2021, through the date of this filing, are described below.
On February 8, 2021, MVP Milwaukee Old World, LLC, and MVP Milwaukee Clybourn, LLC, subsidiaries of the Company, entered into an Amended and Restated Promissory Note Agreement (the “agreement”) with multiple lenders. The agreement increased the interest rate from 8% to 9%, an additional $845,000 was funded increasing the note balance to $1,807,000 and the maturity date of the note was extended to December 31, 2021.
On March 12, 2021, MVP Cincinnati Race St., LLC, a subsidiary of the Company, entered into an Amended and Restated Promissory Note Agreement (the “agreement”) with multiple lenders. In which an additional $900,000 was funded, increasing the note balance to $3,450,000 and the maturity date of the note was extended to December 31, 2021 and the interest rate increased to 9%. All other terms remain the same.
On June 2, 2021, the Company issued a $400,000 Convertible Promissory Note (the “Note) to the Purchaser. The Note accrues interest at a rate of 7.0% per annum and has a maturity date of December 31, 2021, unless an amount equal to the principal and accrued interest is converted into limited partnership interests of the Operating Partnership at the closing of the Transaction. On the closing date, the outstanding principal balance and any unpaid accrued interest will automatically be converted into partnership units at a conversion price equal to the quotient of the outstanding balance divided by $11.75, rounded to the nearest whole unit. On July 1, 2021, the Company entered into an additional $400,000 Note under the same terms. On August 1, 2021, the Company entered into an additional $400,000 Convertible Promissory Note with this lender under the same terms.
On July 14, 2021, MVP Milwaukee Old World, LLC, and MVP Milwaukee Clybourn, LLC, subsidiaries of the Company, entered into an Amended and Restated Promissory Note Agreement (the “agreement”) with multiple lenders. An additional $255,000 was funded increasing the note balance to $2,062,000. All other terms of this note remain the same.
Distributions and Stock Dividends
On March 22, 2018 the Company suspended the payment of distributions on its common stock. There can be no assurance that cash distributions to the Company’s common stockholders will be resumed in the future. The actual amount and timing of distributions, if any, will be determined by the Company’s board of directors in its discretion and typically will depend on the amount of funds available for distribution, which is impacted by current and projected cash requirements, tax considerations and other factors. As a result, the Company’s distribution rate and payment frequency may vary from time to time. However, to qualify as a REIT for federal income tax purposes, the Company must make distributions equal to at least 90% of its REIT taxable income each year (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). In addition, the Company will be subject to corporate income tax to the extent the Company distributes less than 100% of the net taxable income including any net capital gain.
The Company is not currently and may not in the future generate sufficient cash flow from operations to fully fund distributions. The Company does not currently anticipate that it will be able to resume the payment of distributions. However, if distributions do resume, all or a portion of the distributions may be paid from other sources, such as cash flows from equity offerings, financing activities, borrowings, or by way of waiver or deferral of fees. The Company has not established any limit on the extent to which distributions could be funded from these other sources. Accordingly, the amount of distributions paid may not reflect current cash flow from operations and distributions may include a return of capital, (rather than a return on capital). If the Company pays distributions from sources other than cash flow from operations, the funds available to the Company for investments would be reduced and the share value may be diluted. The level of distributions will be determined by the board of directors and depend on several factors including current and projected liquidity requirements, anticipated operating cash flows and tax considerations, and other relevant items deemed applicable by the board of directors.
Common Stock
From inception through June 30, 2021, the Company had paid approximately $1.8 million in cash, issued 83,437 shares of its common stock as DRIP and issued 153,826 shares of its common stock in distributions to the Company’s stockholders. All of the cash distributions were paid from offering proceeds and constituted a return of capital. On March 22, 2018 the Company suspended payment of distributions and as such there are currently no distributions to invest in the DRIP.
The Company’s total distributions paid for the period presented, the sources of such distributions, the cash flows provided by (used in) operations and the number of shares of common stock issued pursuant to the Company’s DRIP are detailed below.
On March 24, 2020, the Board of Directors suspended all repurchases, even in the case of a shareholder’s death.
To date, all distributions were paid from offering proceeds and therefore represent a return of capital.
Preferred Series A Stock
The Company offered up to $50 million in shares of the Company’s Series A Convertible Redeemable Preferred Stock (“Series A”), par value $0.0001 per share, together with warrants to acquire the Company’s common stock, in a Regulation D 506(c) private placement to accredited investors. In connection with the private placement, on October 27, 2016, the Company filed with the State Department of Assessments and Taxation of Maryland Articles Supplementary to the charter of the Company classifying and designating 50,000 shares of Series A Convertible Redeemable Preferred Stock. The Company commenced the private placement of the Shares to accredited investors on November 1, 2016 and closed the offering on March 24, 2017. The Company raised approximately $2.5 million, net of offering costs, in the Series A private placements.
The offering price was $1,000 per share. In addition, each investor in the Series A received, for every $1,000 in shares subscribed by such investor, 30 detachable warrants to purchase 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. If a listing event does not occur on or prior to the fifth anniversary of the final closing date of the Series A offering, the outstanding warrants expire automatically on such anniversary date without being exercisable by the holders thereof. If a listing event does occur on or before March 24, 2022, the five-year anniversary date, these warrants will then expire five years from the 90th day after the occurrence of a listing event. The Company engaged a third-party expert to value these warrants and the estimated value as of June 30, 2021 is immaterial. As of June 30, 2021, there were 84,510 detachable warrants that may be exercised after the 90th day following the occurrence of a listing event.
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.
For additional information see Note N —Preferred Stock and Warrants in Part I, Item 1 - Notes to the Condensed Consolidated Financial Statements of this Quarterly Report for a discussion of the various related party transactions, agreements and fees.
From initial issuance through June 30, 2021, the Company had declared distributions of approximately $811,000 of which approximately $597,000 had been paid to Series A stockholders.
Preferred Series 1 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 Company had raised approximately $36.0 million, net of offering costs, in the Series 1 private placements and had 39,811 shares of Series 1 issued and outstanding.
The offering price is $1,000 per share. In addition, each investor in the Series 1 will receive, for every $1,000 in shares subscribed by such investor, 35 detachable warrants to purchase 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. If a listing event does not occur on or prior to the fifth anniversary of the final closing date of the Series 1 offering, the outstanding warrants expire automatically on such anniversary date without being exercisable by the holders thereof. If a listing event does occur on or before January 31, 2023, the five-year anniversary date, these warrants then will expire five years from the 90th day after the occurrence of a listing event. The Company engaged a third-party expert to value these warrants and the estimated value as of June 30, 2021 is immaterial. As of June 30, 2021, there were 1,382,675 detachable warrants that may be exercised after the 90th day following the occurrence of a listing event.
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.
For additional information see Note N —Preferred Stock and Warrants in Part I, Item 1 - Notes to the Condensed Consolidated Financial Statements of this Quarterly Report for a discussion of the various related party transactions, agreements and fees.
From issuance date through June 30, 2021, the Company had declared distributions of approximately $9.2 million of which approximately $6.4 million had been paid to Series 1 stockholders.
Related-Party Transactions and Arrangements
The Company had entered into agreements with affiliates of its Sponsor, whereby the Company paid certain fees or reimbursements to the former Advisor or its affiliates prior to the Internalization. For additional information see Note E —Related Party Transactions and Arrangements in Part I, Item 1 - Notes to the Condensed Consolidated Financial Statements of this Quarterly Report for a discussion of the various related party transactions, agreements and fees.
Inflation
The Company expects to include provisions in its tenant leases designed to protect the Company from the impact of inflation. These provisions will include reimbursement billings for operating expense pass-through charges, real estate tax and insurance reimbursements, or in some cases annual reimbursement of operating expenses above a certain allowance. Due to the generally long-term nature of these leases, annual rent increases may not be sufficient to cover inflation and rent may be below market.
Income Taxes
The Company elected to be treated as a REIT for federal income tax purposes for the year ended December 31, 2017 and continued to operate in a manner to qualify as a REIT for federal income tax purposes for the years ended December 31, 2018 and 2019. In order to qualify as a REIT, there are a number of requirements that the Company must satisfy as set forth in sections 856 to 860 of the Code. As a result of the COVID-19 pandemic, the Company entered into temporary lease amendments with some of its tenants during the year ended December 31, 2020. The income generated under these lease amendments did not constitute qualifying REIT income for purposes of the annual REIT gross income tests, and, as a result, the Company was not in compliance with its annual REIT income tests for the year ended December 31, 2020. Accordingly, the Company did not qualify as a REIT in 2020 and will be taxed as a C corporation for the year ended December 31, 2020 and for at least its next four taxable years.
As a C corporation, the Company will be subject to federal income tax on its taxable income at regular corporate rates and will generally not be permitted to qualify for treatment as a REIT for federal income tax purposes again for four years following the year in which it no longer qualified as a REIT. Failing to qualify as a REIT could materially and adversely affect the Company’s net income as it will not be entitled to a deduction for dividends paid while it is taxable as a C corporation. As a result, being taxed as a C corporation rather than a REIT could reduce the cash available for distribution by the Company to its stockholders. Moreover, as a C Corporation, the Company is not required to distribute any amounts to its stockholders and all distributions to stockholders would be taxable as regular corporate dividends to the extent of its current and accumulated earnings and profits. In such event, corporate stockholders may be eligible for the dividends-received deduction. In addition, non-corporate stockholders, including individuals, may be eligible for the preferential tax rates on qualified dividend income.
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 June 30, 2021.
A full valuation allowance for deferred tax assets was historically provided each year since the Company believed that as a REIT it was more likely than not that it would not realize the benefits of its deferred tax assets. The Company has evaluated its deferred tax assets (primarily net operating losses and tax basis in goodwill that was taken as an expense on the Company’s books) both in the context of retaining its status as a REIT and as a taxable C Corporation. The Company had a §382 study performed to determine limitations on the potential utilization of pre-2020 net operating losses and concluded that it does not expect significant limitations on its ability to utilize such losses in the future as a C Corporation. However, given the Company’s history of taxable losses and its current taxable losses, and due to the ongoing impact to the Company of the COVID-19 pandemic to the Company, the Company has determined that it will continue to record a full valuation allowance against its deferred tax assets for the year ended December 31, 2021. 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.
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 avoid any federal income or excise tax liability and 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.
Off-Balance Sheet Arrangements
Series A Preferred Stock
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. If a listing event does not occur on or prior to the fifth anniversary of the final closing date of the Series A offering, the outstanding warrants expire automatically on such anniversary date without being exercisable by the holders thereof. If a listing event does occur on or before March 24, 2022, the five-year anniversary date, these warrants will then expire five years from the 90th day after the occurrence of a listing event. The Company engaged a third-party expert to value these warrants and the estimated value as of June 30 is immaterial. As of June 30, 2021, 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. If all the potential warrants outstanding at June 30, 2021 became exercisable because of a listing event and were exercised at the minimum price of $25 per share, the Company would issue an additional 84,510 shares of common stock and would receive gross proceeds of approximately $2.1 million.
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.
For additional information see “— Liquidity and Capital Resources” and “—Preferred Series A Stock” above and Note N —Preferred Stock and Warrants in Part I, Item 1 - Notes to the Condensed Consolidated Financial Statements of this Quarterly Report for additional information.
Series 1 Preferred Stock
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. If a listing event does not occur on or prior to the fifth anniversary of the final closing date of the Series 1 offering, the outstanding warrants expire automatically on such anniversary date without being exercisable by the holders thereof. If a listing event does occur on or before January 31, 2023, the five-year anniversary date, these warrants will then expire five years from the 90th day after the occurrence of a listing event. The Company engaged a third-party expert to value these warrants and the estimated value as of June 30, 2021 is immaterial. As of June 30, 2021, there were detachable warrants that may be exercised for approximately 1,382,675 shares of the Company’s common stock after the 90th day following the occurrence of a listing event. If all the potential warrants outstanding at June 30, 2021 became exercisable because of a listing event and were exercised at the minimum price of $25 per share, the Company would issue an additional 1,382,675 shares of common stock and would receive gross proceeds of approximately $34.6 million.
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.
For additional information see “— Liquidity and Capital Resources” and “—Preferred Series A Stock” above and Note N —Preferred Stock and Warrants in Part I, Item 1 - Notes to the Condensed Consolidated Financial Statements of this Quarterly Report for additional information.
Critical Accounting Policies
The Company’s accounting policies have been established in conformity with GAAP. The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments 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 revenue and expenses during the reporting periods. If management’s judgment or interpretation of the facts and circumstances relating to various transactions is different, it is possible that different accounting policies will be applied, or different amounts of assets, liabilities, revenues and expenses will be recorded, resulting in a different presentation of the financial statements or different amounts reported in the financial statements.
Additionally, other companies may utilize different estimates that may impact comparability of the Company’s results of operations to those of companies in similar businesses. Below is a discussion of the accounting policies that management considers to be most critical once the Company commences significant operations. These policies require complex judgment in their application or estimates about matters that are inherently uncertain.
Real Estate Investments
Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.
The Company is required to make subjective assessments as to the useful lives of the Company’s properties for purposes of determining the amount of depreciation to record on an annual basis with respect to the Company’s investments in real estate. These assessments have a direct impact on the Company’s net income because if the Company were to shorten the expected useful lives of the Company’s investments in real estate, the Company would depreciate these investments over fewer years, resulting in more depreciation expense and lower net income on an annual basis.
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 the Company’s 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 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.
Deferred Costs
Deferred costs may consist of deferred financing costs, deferred offering costs and deferred leasing costs. Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining commitments for financing. These costs are amortized over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close.
Subsequent Events
See Note Q —Subsequent Events in Part I, Item 1 - Notes to the Condensed Consolidated Financial Statements of this Quarterly Report for a discussion of the various subsequent events.
Contractual Obligations
The following is a summary of our gross contractual obligations as of June 30, 2021:
Contractual Obligations | | Total | | Less than 1 year | 1-3 years | 3-5 years | More than 5 years |
Long-term debt obligations | $ | 161,286,000 | $ | 52,433,000 | $ | 20,179,000 | $ | 27,742,000 | $ | 60,932,000 |
Capital Lease Obligations | | -- | | -- | | -- | | -- | | -- |
Operating Lease Obligations | | 1,225,000 | | 57,000 | | 382,000 | | 256,000 | | 530,000 |
Purchase Obligations | | -- | | -- | | -- | | -- | | -- |
Total | $ | 162,511,000 | $ | 52,490,000 | $ | 20,561,000 | $ | 27,998,000 | $ | 61,462,000 |
Contractual obligation table amount does not reflect the unamortized loan issuance cost of $1.1 million as of June 30, 2021.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing the Company’s business plan, the Company expects that the primary market risk to which the Company will be exposed is interest rate risk. The Company’s primary interest rate exposure will be the one-month LIBOR rate. In order to mitigate this risk, the Company entered into an Interest Rate Protection Agreement (rate cap) that caps the loan’s interest rate at the loan’s LIBOR Floor. This rate cap effectively fixes the rate on this loan to the current rate of 5.60% and eliminates the threat of rising interest rates on this floating rate loan.
As of June 30, 2021, the Company’s debt consisted of approximately $120.7 million in fixed rate debt and $39.5 million in variable rate debt, net of loan issuance costs. The Company’s variable interest rate debt is related to the LoanCore loan, where the floating rate loan is set at one-month LIBOR plus 3.65%, with a LIBOR floor of 1.95%. The Company has purchased a rate cap that effectively fixes the rate on this loan to the current rate of 5.60%. Changes in interest rates have different impacts on the fixed rate and variable rate debt. A change in interest rates on fixed rate debt impacts its fair value but has no impact on interest incurred or cash flows. A change in interest rates on variable rate debt could impact the interest incurred and cash flows and its fair value.
The following tables summarizes gross annual debt maturities, average interest rates and estimated fair values on the Company’s outstanding debt as of June 30, 2021:
Debt Maturity Schedule as of June 30, 2021 |
| | | 2021 | | 2022 | | 2023 | | 2024 | | 2025 | | Thereafter | | Total | | Fair Value |
Fixed rate debt | $ | 52,614,000 | $ | 2,252,000 | $ | 2,498,000 | $ | 15,283,000 | $ | 5,112,000 | $ | 83,562,000 | $ | 161,321,000 | $ | 158,629,000 |
| | | | | | | | | | | | | | | | | |
Average interest rate | | 6.09% | | 4.88% | | 4.89% | | 4.77% | | 4.60% | | 5.03% | | | | |
Debt Maturity table amount does not reflect the unamortized loan issuance cost of $1.1 million as of June 30, 2021.
ITEM 4. CONTROLS AND PROCEDURES
Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer have evaluated the Company's disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of the end of the period covered by this report, and they have concluded that these controls and procedures are effective.
(b) Changes in Internal Control over Financial Reporting
There have been no changes in internal control over financial reporting during the second quarter of 2021, that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note M —Legal in Part I, Item 1 Notes to the Condensed Consolidated Financial Statements of this Quarterly Report for a description of a purported class action lawsuit that was filed on March 12, 2019, additional actions in Maryland and the SEC investigation.
The nature of the Company’s business exposes its properties, the Company, its Operating Partnership and its other subsidiaries to the risk of claims and litigation in the normal course of business. Other than as noted above or routine litigation arising out of the ordinary course of business, the Company is not presently subject to any material litigation nor, to its knowledge, is any material litigation threatened against the Company.
ITEM 1A. RISK FACTORS
The following risk factors are material changes only and should be read in conjunction with the risk factors in the Company’s annual report on Form 10-K for the year ended December 31, 2020.
There are a number of pending legal matters involving us and our affiliates, which could distract our officers from attending to the Company's business and could have a material adverse effect on the Company.
The pending investigations and legal proceedings involving us, and our affiliates could harm the reputation of the Company and may distract our management from attending to the Company's business. The adverse publicity arising out of the pendency of such investigations or proceedings could impair our ability to raise additional capital or pursue liquidity transactions as it could make the Company less attractive to potential counterparties. We maintain insurance in such amounts and with such coverage and deductibles as management believes is reasonable. However, there can be no assurance that our insurance will be sufficient to fully cover all potential liabilities from any such proceedings. Accordingly, our failure to successfully defend or settle such legal proceedings could result in liability that, to the extent not covered by insurance, could have an adverse effect on our business, financial condition, results of operations and cash flow. The loss of key personnel or circumstances causing such personnel to otherwise become unavailable to manage our business, would result in the loss of experience, skill, resources, relationships and contacts of individuals that we believe are important to our investment and operating strategies.
On March 12, 2019, alleged 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 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 “2017 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 were false and misleading because they failed to disclose that the alleged 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 under Maryland law 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 director defendants moved to dismiss the Amended Complaint. Upon being advised by the parties that they are engaged in on-going, active settlement efforts, on November 30, 2020, the court denied the pending motions to dismiss without prejudice as moot and subject to refiling of the settlement efforts are not successful. 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 if the parties cannot complete the settlement described below, which settlement if approved by the court includes dismissal of this federal action and the Maryland actions described below.
Pursuant to the Settlement (as defined below), the parties filed in the federal action an unopposed joint motion of all parties for dismissal of the federal action (the “Dismissal Motion”). In light of the fact that no class has ever been certified in the federal action, the Dismissal Motion requested entry of a proposed Order dismissing the federal action with prejudice, subject to the right of Plaintiff to set aside the dismissal and reopen the Action in the event the effective date of the Settlement does not occur within sixty (60) days of the court’s dismissal order. On July 22, 2021, the court entered the proposed Order and dismissed the federal action with prejudice, subject to the dismissal being set aside and the Action reopened if the effective date of the Settlement does not occur within sixty (60) days. The sixty-day period runs on September 20, 2021, although the parties may request an extension of that time period for good cause shown. There can be no assurance that the Company will be able to complete the Settlement on the terms described above or at all.
On May 31, 2019, and June 27, 2019, two alleged stockholders filed separate class action lawsuits alleging direct and derivative claims against the Company, certain of our current and former 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 under Maryland law 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 under Maryland law 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. Although the motions to dismiss were fully briefed, the Court had not ruled on the motions when the parties informed the Court of their settlement discussions and requested a stay of the proceedings. Prior to the stay request, limited discovery was conducted in these actions. By Order dated March 11, 2021, the Court consolidated the Magowski and Barene actions for all purposes. The Company and the Board of Directors intend to vigorously defend against these lawsuits if the parties cannot complete the settlement described below, which settlement must be approved by the court and would include dismissal of these Maryland actions and the federal action described above.
The Magowski Complaint also previewed that a stockholder demand would be made on the Company’s Board of Directors 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 was empowered, with the assistance of independent counsel, to investigate the allegations of wrongdoing made in the letter and make a final determination regarding the response for the Company to the demand. In light of the settlement effort discussed below, the work of the special litigation committee has been suspended.
On November 20, 2020, the parties to the Maryland actions executed a term sheet setting forth the terms for a settlement in principle to resolve the pending lawsuits, including the federal action. On April 13, 2021, the parties, including the plaintiff in the federal action, signed a stipulation of settlement for a class-based settlement that provided, among other terms, for (1) a payment of at least $2.5 million into a settlement fund; (2) certain other forms of relief in connection with the Bombe Transaction, including a tender offer by a Bombe affiliate for approximately 15% of the outstanding common stock, the purchase of certain shares of stock from the former Advisor for the benefit of the class members, and the extinguishment of certain shares of common stock issued to the former Advisor in connection with the internalization in 2019; and (3) the dismissal of the federal action and the Maryland actions (the “Settlement”). The Settlement is contingent upon final approval by the Maryland Circuit Court, and upon consummation of the Bombe Transaction. On April 20, 2021, the Maryland Circuit Court preliminarily approved the Settlement, allowing for notice to be given to the class members of the Settlement, and scheduled a hearing on final approval for July 16, 2021. On July 16, 2021, the Maryland Circuit Court held the Settlement Final Approval Hearing. Notice had been given to the proposed class prior to that hearing, and no objections had been made to the Settlement. The Maryland Circuit Court allowed additional time for objections by a small number of class member who may not have received notice of the Settlement by mail, and that additional time also passed with no objections having been made to the Settlement. Accordingly, at the end of the day on July 23, 2021, the Maryland Circuit Court entered the proposed Order and Final Judgment approving the Settlement and its terms, including the release terms, certifying a non-opt-out class of holders, current and former, of the Company’s common stock, making awards of attorneys’ fees and expenses to plaintiffs’ counsel and making contribution awards to each of the named plaintiffs in the Maryland actions and in the federal action, which amounts are paid from the Settlement Funds as defined in the Stipulation of Settlement (available on the Company’s website under the Investor Relations tab), and dismissing the Maryland Actions with prejudice on the merits as to the Plaintiffs and all members of the certified class. The terms of the Settlement remain to be implemented and are subject to certain conditions, including the condition that the Bombe Transaction be consummated, which has not yet occurred. There can be no assurance that the Company will be able to complete the Settlement on the terms described above or at all.
The SEC conducted an investigation relating to the Parking REIT. On March 11, 2021, the SEC sent counsel for the Parking REIT a letter stating the following: “We have conducted an investigation involving The Parking REIT, Inc. Based on the information we have as of this date, we do not intend to recommend an enforcement action by the Commission against The Parking REIT, Inc. We are providing this notice under the guidelines set out in the final paragraph of Securities Act Release No. 5310, which states in part that the notice ‘must in no way be construed as indicating that the party has been exonerated or that no action may ultimately result from the staff’s investigation.’ (The full text of Release No. 5310 can be found at: sec.gov/divisions/enforce/wells-release.pdf).”
The SEC investigation also relates to the conduct of the Company’s chairman and chief executive officer, Michael V. Shustek. On July 29, 2021, the SEC filed a civil lawsuit against Michael V. Shustek and his advisory firm Vestin Mortgage LLC, alleging violations of the securities laws (Case 2-21-civ-01416-JCM-BNW, U.S. District Court, District of Nevada). The SEC seeks disgorgement, injunctions, and bars against Mr. Shustek, and related penalties. Mr. Shustek has stated that he intends to vigorously defend the lawsuit. The Company has an obligation to indemnify Mr. Shustek for certain expenses relating to the investigation, subject to certain limits specified in the agreements relating to the Bombe transaction. 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, any other entity arising out of the SEC investigation, nor can it estimate the amount of the Company’s indemnification obligation (except to the extent such obligation is capped) or predict whether the SEC investigation or action may have other adverse consequences on the Company.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Share Repurchase Program
On May 29, 2018, the Company’s Board of Directors suspended the Share Repurchase Program, other than for hardship repurchases in connection with a shareholder’s death. Repurchase requests made in connection with the death of a stockholder were repurchased at a price per share equal to 100% of the amount the stockholder paid for each share, or once the Company had established an estimated NAV per share, 100% of such amount as determined by the Company’s board of directors, subject to any special distributions previously made to the Company’s stockholders. The Company did not repurchase shares of common stock pursuant to the hardship exception under this program during the three months ended June 30, 2021.
As of the date of this filing, 48,318 shares have been redeemed of which 33,232 shares were hardship repurchases.
Since inception, there have been 33,232 hardship repurchases in connection with a shareholder’s death through filing date. On March 24, 2020, the Board of Directors suspended all repurchases, even in the case of a shareholder’s death.
Recent Sales of Unregistered Securities
The Company did not sell any of its equity securities during the quarter ended June 30, 2021 that were not registered under the Securities Act.
Use of Offering Proceeds
As of date of this filing, the Company had 7,739,951 shares of common stock issued and outstanding, 2,862 shares of preferred Series A stock outstanding and 39,811 shares of preferred Series 1 stock outstanding for total gross proceeds of approximately $198.8 million, less offering costs.
The following is a table of summary of offering proceeds from inception through June 30, 2021:
Type | | Number of Shares Preferred | | Number of Shares Common | | | Value |
Issuance of common stock | | -- | | 3,663,493 | | $ | 83,185,000 |
Redeemed shares | | -- | | (48,318) | | | (1,185,000) |
DRIP shares | | -- | | 83,437 | | | 2,086,000 |
Issuance of Series A preferred stock | | 2,862 | | -- | | | 2,544,000 |
Issuance of Series 1 preferred stock | | 39,811 | | -- | | | 35,981,000 |
Dividend shares | | -- | | 153,826 | | | 3,845,000 |
Distributions | | -- | | -- | | | (14,805,000) |
Deferred offering costs | | -- | | -- | | | (1,086,000) |
Contribution from advisor | | -- | | -- | | | 1,147,000 |
Shares added for merger | | -- | | 3,887,513 | | | 85,701,000 |
Total | | 42,673 | | 7,739,951 | | $ | 197,413,000 |
From October 22, 2015 through March 31, 2021, the Company incurred organization and offering costs in connection with the issuance and distribution of the registered securities of approximately $1.1 million, which were paid to unrelated parties by the Sponsor. From October 22, 2015 through June 30, 2021, the net proceeds to the Company from its offerings, after deducting the total expenses and deferred offering costs incurred and paid by the Company as described above, were approximately $198.8 million. A majority of these proceeds were used, along with other sources of debt financing, to make investments in parking facilities, of which the Company’s portion of the total purchase price for these parking facilities was approximately $320.0 million, which includes its $2.8 million investment in the DST. In addition, a portion of these proceeds were used to make cash distributions of approximately $1.8 million to the Company's stockholders. The ratio of the costs of raising capital to the capital raised is approximately 0.6%.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. MINE AND SAFETY DISCLOSURES
Not applicable
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
* | Filed concurrently herewith. |
(1) | Filed previously with Pre-Effective Amendment No. 2 to the Registration Statement on Form S-11 on September 24, 2015 and incorporated herein by reference. |
(2) | Filed previously on Form 8-K on December 18, 2017 and incorporated herein by reference. |
(3) | Filed previously on Form 8-K on October 28, 2016 and incorporated herein by reference. |
(4) | Filed previously on Form 8-K on March 30, 2017 and incorporated herein by reference. |
(5) | Filed previously with the Registration Statement on Form S-11 on July 28, 2015 and incorporated herein by reference. |
(6) | Filed previously on Form 8-K on January 14, 2021 and incorporated herein by reference. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | The Parking REIT, Inc. |
| | | |
| | By: | /s/ Michael V. Shustek |
| | | Michael V. Shustek |
| | | Chief Executive Officer and Chairman |
| | Date: | August 11, 2021 |
| | | |
| | By: | /s/ J. Kevin Bland |
| | | J. Kevin Bland |
| | | Chief Financial Officer |
| | Date: | August 11, 2021 |
