Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Entity Addresses [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55760 | |
Entity Registrant Name | MOBILE INFRASTRUCTURE CORPORATION | |
Entity Central Index Key | 0001642985 | |
Entity Tax Identification Number | 47-3945882 | |
Entity Incorporation, State or Country Code | MD | |
Entity Address, Address Line One | 250 E. 5th STREET | |
Entity Address, Address Line Two | SUITE 2110 | |
Entity Address, City or Town | CINCINNATI | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 45202 | |
City Area Code | (702) | |
Local Phone Number | 534-5577 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 7,762,375 | |
Former Address [Member] | ||
Entity Addresses [Line Items] | ||
Entity Address, Address Line One | 9130 W. Post Rd. | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89148 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Investments in real estate | ||
Land and improvements | $ 158,810,000 | $ 128,284,000 |
Buildings and improvements | 243,467,000 | 163,792,000 |
Construction in progress | 1,665,000 | 1,320,000 |
Intangible assets | 9,710,000 | 2,107,000 |
413,652,000 | 295,503,000 | |
Accumulated depreciation and amortization | (20,964,000) | (17,039,000) |
Total investments in real estate, net | 392,688,000 | 278,464,000 |
Fixed Assets, net of accumulated depreciation of $106,000 and $78,000 as of September 30, 2021 and December 31, 2020, respectively | 35,000 | 63,000 |
Cash | 13,084,000 | 4,235,000 |
Cash – restricted | 5,134,000 | 3,660,000 |
Prepaid expenses | 1,003,000 | 1,909,000 |
Accounts receivable, net allowance of doubtful accounts of $0.4 million and $0.7 million as of September 30, 2021 and December 31, 2020 | 1,713,000 | 1,114,000 |
Investment in DST | 2,821,000 | |
Due from related parties | 1,000 | |
Other assets | 211,000 | 183,000 |
Right of use leased asset | 1,282,000 | |
Total assets | 413,868,000 | 293,732,000 |
Liabilities | ||
Notes payable, net | 207,580,000 | 158,996,000 |
Paycheck protection program loan | 328,000 | 348,000 |
Accounts payable and accrued expenses | 15,192,000 | 11,967,000 |
Indemnification liability | 2,000,000 | |
Right of use lease liability | 1,282,000 | |
Deferred management internalization | 10,040,000 | |
Security deposits | 166,000 | 141,000 |
Due to related parties | 211,000 | |
Deferred revenue | 140,000 | |
Total liabilities | 225,477,000 | 182,914,000 |
Mobile Infrastructure Corporation Stockholders’ Equity | ||
Common stock, $0.0001 par value, 98,999,000 shares authorized, 7,739,951 and 7,727,696 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | ||
Warrants issued and outstanding – 1,702,128 and zero warrants as of September 30, 2021 and December 31, 2020, respectively | 3,319,000 | |
Additional paid-in capital | 196,663,000 | 198,769,000 |
Accumulated deficit | (99,485,000) | (89,985,000) |
Total Mobile Infrastructure Corporation Stockholders’ Equity | 100,497,000 | 108,784,000 |
Non-controlling interest | 87,894,000 | 2,034,000 |
Total equity | 188,391,000 | 110,818,000 |
Total liabilities and equity | 413,868,000 | 293,732,000 |
Series A Preferred Stock [Member] | ||
Mobile Infrastructure Corporation Stockholders’ Equity | ||
Non-voting, non-participating convertible stock, $0.0001 par value, 1,000 shares authorized, no shares issued and outstanding | ||
Series 1 Preferred Stock [Member] | ||
Mobile Infrastructure Corporation Stockholders’ Equity | ||
Non-voting, non-participating convertible stock, $0.0001 par value, 1,000 shares authorized, no shares issued and outstanding | ||
Nonvoting Common Stock [Member] | ||
Mobile Infrastructure Corporation Stockholders’ Equity | ||
Non-voting, non-participating convertible stock, $0.0001 par value, 1,000 shares authorized, no shares issued and outstanding |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 106,000 | $ 78,000 |
Accounts Receivable, Allowance for Credit Loss | $ 400,000 | $ 700,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 98,999,000 | 98,999,000 |
Common Stock, Shares, Issued | 7,739,951 | 7,739,951 |
Common Stock, Shares, Outstanding | 7,727,696 | 7,727,696 |
Warrants Issued | 1,702,128 | 0 |
Warrants Outstanding | 1,702,128 | 0 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 50,000 | 50,000 |
Preferred Stock, Shares Issued | 2,862 | 2,862 |
Preferred Stock, Shares Outstanding | 2,862 | 2,862 |
Preferred Stock, Liquidation Preference, Value | $ 2,862,000 | $ 2,862,000 |
Series 1 Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 97,000 | 97,000 |
Preferred Stock, Shares Issued | 39,811 | 39,811 |
Preferred Stock, Shares Outstanding | 39,811 | 39,811 |
Preferred Stock, Liquidation Preference, Value | $ 39,811,000 | $ 39,811,000 |
Nonvoting Common Stock [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 1,000 | 1,000 |
Common Stock, Shares, Issued | 0 | 0 |
Common Stock, Shares, Outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues | ||||
Base rent income | $ 3,030,000 | $ 3,132,000 | $ 8,530,000 | $ 11,525,000 |
Management income | 1,290,000 | 303,000 | 2,294,000 | 596,000 |
Percentage rent income | 1,203,000 | 75,000 | 1,443,000 | 402,000 |
Total revenues | 5,523,000 | 3,510,000 | 12,267,000 | 12,523,000 |
Operating expenses | ||||
Property taxes | 864,000 | 955,000 | 2,656,000 | 2,460,000 |
Property operating expense | 338,000 | 263,000 | 894,000 | 1,374,000 |
General and administrative | 1,805,000 | 1,452,000 | 4,665,000 | 4,681,000 |
Professional fees, net of reimbursement of insurance proceeds | 413,000 | 384,000 | 2,243,000 | 592,000 |
Acquisition expenses | 3,000 | |||
Depreciation and amortization | 1,437,000 | 1,305,000 | 3,953,000 | 3,948,000 |
Impairment | 6,475,000 | 14,115,000 | ||
Total operating expenses | 4,857,000 | 10,834,000 | 14,411,000 | 27,173,000 |
Other income (expense) | ||||
Interest expense | (2,487,000) | (2,326,000) | (6,783,000) | (6,910,000) |
Income from or gain from sale of investment in real estate | 694,000 | |||
PPP Loan forgiveness | 348,000 | |||
Other Income | 5,000 | 280,000 | 151,000 | |
Income from or gain on consolidation of DST | 360,000 | 44,000 | 360,000 | 143,000 |
Settlement of deferred management internalization | 10,040,000 | 10,040,000 | ||
Transaction expenses | (12,224,000) | (12,224,000) | ||
Total other income (expense) | (4,306,000) | (2,282,000) | (7,979,000) | (5,922,000) |
Net loss | (3,640,000) | (9,606,000) | (10,123,000) | (20,572,000) |
Less net loss attributable to non-controlling interest | (613,000) | (530,000) | (623,000) | (563,000) |
Net loss attributable to Mobile Infrastructure Corporation’s stockholders | (3,027,000) | (9,076,000) | (9,500,000) | (20,009,000) |
Preferred stock distributions declared - Series A | (54,000) | (54,000) | (162,000) | (162,000) |
Preferred stock distributions declared - Series 1 | (696,000) | (696,000) | (2,088,000) | (2,088,000) |
Net loss attributable to Mobile Infrastructure Corporation’s common stockholders | $ (3,777,000) | $ (9,826,000) | $ (11,750,000) | $ (22,259,000) |
Basic and diluted loss per weighted average common share: | ||||
Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders - basic and diluted | $ (0.49) | $ (1.34) | $ (1.52) | $ (3.04) |
Weighted average common shares outstanding, basic and diluted | 7,739,951 | 7,327,697 | 7,737,257 | 7,329,499 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Changes in Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Warrant [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 194,137,000 | $ (66,511,000) | $ 2,619,000 | $ 130,245,000 | |||
Distributions – Series A | (54,000) | (54,000) | |||||
Distributions – Series 1 | (696,000) | (696,000) | |||||
Net (loss) | (1,150,000) | (5,000) | (1,155,000) | ||||
Ending balance, value at Mar. 31, 2020 | 193,319,000 | (67,661,000) | 2,604,000 | 128,262,000 | |||
Preferred Stock, Shares Outstanding, Beginning Balance at Dec. 31, 2019 | 42,673 | ||||||
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 7,332,811 | ||||||
Distributions to non-controlling interest | (10,000) | (10,000) | |||||
Redeemed Shares | (68,000) | (68,000) | |||||
Preferred Stock, Shares Outstanding, Ending Balance at Mar. 31, 2020 | 42,673 | ||||||
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2020 | 7,330,070 | ||||||
Beginning balance, value at Dec. 31, 2019 | 194,137,000 | (66,511,000) | 2,619,000 | 130,245,000 | |||
Distributions – Series A | (54,000) | (54,000) | |||||
Distributions – Series 1 | (696,000) | (696,000) | |||||
Net (loss) | (9,783,000) | (28,000) | (9,811,000) | ||||
Ending balance, value at Jun. 30, 2020 | 192,509,000 | (77,444,000) | 2,576,000 | 117,641,000 | |||
Preferred Stock, Shares Outstanding, Beginning Balance at Dec. 31, 2019 | 42,673 | ||||||
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 7,332,811 | ||||||
Redeemed Shares | (60,000) | (60,000) | |||||
Preferred Stock, Shares Outstanding, Ending Balance at Jun. 30, 2020 | 42,673 | ||||||
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2020 | 7,327,696 | ||||||
Beginning balance, value at Dec. 31, 2019 | 194,137,000 | (66,511,000) | 2,619,000 | 130,245,000 | |||
Distributions – Series A | (54,000) | (54,000) | |||||
Distributions – Series 1 | (696,000) | (696,000) | |||||
Net (loss) | (9,076,000) | (530,000) | (9,606,000) | ||||
Ending balance, value at Sep. 30, 2020 | 191,759,000 | (86,520,000) | 2,046,000 | 107,285,000 | |||
Preferred Stock, Shares Outstanding, Beginning Balance at Dec. 31, 2019 | 42,673 | ||||||
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 7,332,811 | ||||||
Distributions to non-controlling interest | (10,000) | ||||||
Preferred Stock, Shares Outstanding, Ending Balance at Sep. 30, 2020 | 42,673 | ||||||
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2020 | 7,327,696 | ||||||
Beginning balance, value at Dec. 31, 2020 | 198,769,000 | (89,985,000) | 2,034,000 | 110,818,000 | |||
Stock awards | 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) | |||||
Ending balance, value at Mar. 31, 2021 | 198,163,000 | (94,353,000) | 2,034,000 | $ 105,844,000 | |||
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 7,727,696 | ||||||
Beginning balance, value at Dec. 31, 2020 | 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 (loss) | (2,105,000) | (10,000) | (2,115,000) | ||||
Ending balance, value at Jun. 30, 2021 | 197,413,000 | (96,458,000) | 2,024,000 | $ 102,979,000 | |||
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 7,727,696 | ||||||
Beginning balance, value at Dec. 31, 2020 | 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 (loss) | (3,027,000) | (613,000) | (3,640,000) | ||||
Ending balance, value at Sep. 30, 2021 | 3,319,000 | 196,663,000 | (99,485,000) | 87,894,000 | 188,391,000 | ||
Issuance of OP Units | 83,930,000 | 83,930,000 | |||||
Issuance of warrants | 3,319,000 | 3,319,000 | |||||
Consolidation of DST | $ 2,553,000 | $ 2,553,000 | |||||
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 7,727,696 | ||||||
Distributions to non-controlling interest | |||||||
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2021 | 7,727,696 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net Loss | $ (10,123,000) | $ (20,572,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 3,953,000 | 3,948,000 |
Amortization of loan costs | 201,000 | 614,000 |
PPP Loan forgiveness | (348,000) | |
Gain from sale of investment in real estate | (694,000) | |
Amortization of right of use lease asset | 57,000 | 84,000 |
Stock based compensation | 144,000 | |
Impairment | 14,115,000 | |
Income from or gain on consolidation of DST | (360,000) | (143,000) |
Settlement of deferred management internalization | (10,040,000) | |
Changes in operating assets and liabilities | ||
Due to/from related parties | 18,000 | (55,000) |
Accounts payable | (1,985,000) | (1,786,000) |
Indemnification liability | 2,000,000 | |
Right of use lease liability | (57,000) | (84,000) |
Security deposits | 16,000 | |
Other assets | (17,000) | (79,000) |
Deferred revenue | (140,000) | 18,000 |
Accounts receivable | (564,000) | (603,000) |
Prepaid expenses | 1,419,000 | (67,000) |
Net cash used in operating activities | (15,826,000) | (5,304,000) |
Cash flows from investing activities: | ||
Building improvements | (345,000) | (921,000) |
Acquisition of real estate | (3,253,000) | (78,000) |
Proceeds from Investments | 48,000 | |
Proceeds from sale of investment in real estate | 1,436,000 | |
Net cash (used in) provided by investing activities | (3,598,000) | 485,000 |
Cash flows from financing activities | ||
Proceeds from notes payable | 3,867,000 | 3,545,000 |
Payments on notes payable | (5,575,000) | (2,544,000) |
Issuance of OP Units | 31,333,000 | |
Loan fees | (24,000) | (44,000) |
Distribution to non-controlling interest | (10,000) | |
Redeemed shares | (128,000) | |
Preferred dividends paid to stockholders | (750,000) | |
Net cash provided by financing activities | 29,601,000 | 69,000 |
Net change in cash and cash equivalents and restricted cash | 10,177,000 | (4,750,000) |
Initial consolidation of VIE | 146,000 | |
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 | 18,218,000 | 6,894,000 |
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 | 13,084,000 | 3,466,000 |
Restricted cash at end of period | 5,134,000 | 3,428,000 |
Cash and cash equivalents and restricted cash at end of period | 18,218,000 | 6,894,000 |
Supplemental disclosures of cash flow information: | ||
Interest Paid | 6,582,000 | 6,297,000 |
Non-cash investing and financing activities: | ||
Dividends declared not yet paid | 2,251,000 | 1,751,000 |
Payments on note payable through sale of investment in real estate | (2,500,000) | |
Consolidation of variable interest entities, net | 3,181,000 | |
Assumption of debt through acquisition | 44,478,000 | |
Acquisition of properties through OP units and warrants | $ 55,916,000 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note A — Organization and Business Operations Mobile Infrastructure Corporation (formerly known as the Parking REIT, Inc.), (the “Company,” “we,” “us” or “our”), is a Maryland corporation formed on May 4, 2015. The Company elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes and operated in a manner that allowed the Company to qualify as a REIT 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 was taxed as a C corporation for the year ended December 31, 2020. The Company will be taxed as a C corporation for at least its next three taxable years unless the Company is able to otherwise remedy its REIT status through other mechanisms potentially available. The Company is currently exploring those alternatives. As a C corporation, the Company is subject to federal income tax on its taxable income at regular corporate rates. In addition, distributions to its stockholders are not 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. The Company was formed to focus primarily on investments in parking facilities, including parking lots, parking garages and other parking structures throughout North America. 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 Maryland 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 subsidiary, MVP REIT II Holdings, LLC, is the approximately 50.8% limited partner of the Operating Partnership with Color Up, LLC, a Delaware limited liability company (“Color Up” or “Purchaser”) being the approximately 49.2% limited partner. Color Up is an affiliated party controlled by the Company’s Chief Executive Officer and a director, Manuel Chavez, III, the Company’s President and a director, Stephanie Hogue, and a director of the Company, Jeff Osher. Recapitalization On January 8, 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, (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.” On August 25, 2021, the closing of the Transaction occurred (the “Closing”). As a result of the Transaction, the Company acquired three multi-level parking garages consisting of approximately 765 and 1,625 parking spaces located in Cincinnati Ohio and approximately 1,154 parking spaces located in Chicago, Illinois totaling approximately 1,201,000 square feet. In addition to the parking garages contributed, proprietary technology was contributed to the Company, which will provide Management real-time information on the performance of assets. Management is currently working to assess the timing to implement this technology in the legacy garages. Pursuant to the Closing, the Operating Partnership issued 7,481,668 newly issued common units of the Operating Partnership (the “OP Units”) at $11.75 per unit for total consideration of $83.9 million, net of transaction costs. The consideration received consisted of $35.0 million of cash, three parking assets with a fair value of approximately $98.8 million (“Contributed Interests”) and technology with a fair value of $4.0 million. The Company also assumed long-term debt with a fair value of approximately $44.5 million. In addition, the Company issued warrants to Color Up to purchase up to 1,702,128 shares of Common Stock at an exercise price of $11.75 for an aggregate cash purchase price of up to $20 million. The fair value of the warrants recorded as of the Closing was approximately $3.3 million. Transaction expenses not directly related to the acquisition of the Contributed Interests or issuance of OP Units of approximately $12.2 million and the settlement of the deferred management internalization liability of $10.0 million were recorded in transaction expenses and settlement of deferred management internalization, respectively, in the Statement of Operations. Management assessed the potential accounting treatment for the Transaction by applying ASC 805 and determined the Transaction did not result in a change of control. As a result, the three real estate assets and the technology platform acquired, described above, were accounted for by the Company as asset acquisitions in the financial statements, resulting in the recognition of assets and liabilities, at acquired cost and reflect the capitalization of any transaction costs directly attributable to the asset acquisitions. Liquidity Matters The Company has incurred net losses since its inception and anticipates net losses and negative operating cash flows for the near future. For the nine months ended September 30, 2021, the Company had a net loss of $10.1 million and had $18.2 million in cash, cash equivalents and restricted cash. In connection with preparing the unaudited condensed consolidated financial statements as of September 30, 2021 and for the three and nine months ended September 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 September 30, 2021 financial statements. The accompanying condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2021, the Company has $67.1 million of notes payable which will mature within one year after the date that these condensed consolidated financial statements are issued. The Company does not have sufficient cash on hand or available liquidity to repay the maturing notes payable as they become due. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. In response, the Company is currently pursuing approvals to execute extension options on a portion of the notes payable as well as a refinancing plan which would consolidate the near-term maturities into a single, larger facility. However, the refinancing plan is subject to market conditions that are not within the Company’s control, and therefore, implementation of management’s plans cannot be deemed probable at this time. As a result, management has concluded that these plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability of recorded asset amounts or the amounts of liabilities that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note B — Summary of Significant Accounting Policies Basis of Accounting The accompanying unaudited condensed consolidated financial statements of the Company are prepared on the accrual basis of accounting and in accordance with principles generally accepted in the United States of America (“GAAP”) for interim financial information as contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), and in conjunction with rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited condensed consolidated financial statements include accounts and related adjustments, which are, in the opinion of management, of a normal recurring nature and necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim period. Operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. There were no significant changes to our significant accounting policies during the nine months ended September 30, 2021, except for those disclosed below. For a full summary of our accounting policies, refer to our 2020 Annual Report on Form 10-K as originally filed with the SEC on March 31, 2021. 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. Consolidation The condensed consolidated financial statements include the accounts of the Company, the Operating Partnership, each of their wholly owned subsidiaries, and all other entities in which the Company has a controlling financial interest. For entities that meet the definition of a variable interest entity (“VIE”), the Company consolidates those entities when the Company is the primary beneficiary of the entity. The Company is determined to be the primary beneficiary when it possesses both the unilateral power to direct activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company continually evaluates whether it qualifies as the primary beneficiary and reconsiders its determination of whether an entity is a VIE upon reconsideration events. 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 asset impairment, purchase price allocations to record investments in real estate, and derivative financial instruments and hedging activities, as applicable. Concentration The Company had seventeen and fourteen parking tenants/operators during the nine months ended September 30, 2021 and 2020, respectively. One tenant/operator, SP + Corporation (Nasdaq: SP) (“SP+”), represented 79.3% and 61.0% of the Company’s rental revenue from base parking and management agreements for the nine months ended September 30, 2021 and September 30, 2020, respectively. In addition, the Company had concentrations in Detroit (14.3% and 18.9%), Houston (8.8% and 11.6%) and Cincinnati (21.1% and 8.1%) based on the real estate the Company owned, as of September 30, 2021 and September 30, 2020, respectively. Acquisitions All assets acquired and liabilities assumed in an acquisition of real estate accounted for as a business combination are measured at their acquisition date fair values. For acquisitions of real estate accounted for as an asset acquisition, the fair value of consideration transferred by the Company (including transaction costs) is allocated to all assets acquired and liabilities assumed on a relative fair value basis. The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets acquired based on their relative 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 valuations 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 and below-market In determining the amortization period for lease intangibles, the Company initially will consider 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 value of in-place leases is amortized to expense over the initial term of the respective leases. The value of 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 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. Impairment of Long-Lived Assets When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists, due to the inability to recover the carrying value of a property, the property is written down to fair value and an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net income. The Company recorded no impairment charges for the three and nine months ended September 30, 2021 and $6.5 million and $14.1 million, respectively, for the three and nine months ended September 30, 2020. These charges were recorded to write down the carrying value of investments in real estate to their current fair values. Management used an independent third-party to determine the fair value primarily using the income capitalization approach based on the contracted rent to be received from the operator or the sales comparison approach. The income capitalization approach reflects the property’s income-producing capabilities based on the assumption that value is created by the expectation of benefits to be derived in the future. The sales comparison approach utilizes sales of comparable properties, adjusted for differences, to indicate value. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Valuation allowances are established when management determines that it is more likely than not that all or some portion of the deferred tax asset will not be realized. A full valuation allowance has been recorded for deferred tax assets due to the Company’s history of taxable losses. The Company uses a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolutions of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more likely than not of being realized upon ultimate settlement. The Company believes that its income tax filing positions and deductions would be sustained upon examination; thus, the Company has not recorded any uncertain tax positions as of September 30, 2021. 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, warrants, 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. Outstanding warrants were antidilutive as a result of the net loss for the three and nine months ended September 30, 2021 and were excluded from the dilutive calculation. Non-controlling Interests Noncontrolling interests represent the portion of equity that we do not own in the entities we consolidate. The Company classifies noncontrolling interests within permanent equity on the Company’s condensed consolidated balance sheets. On the face of the condensed consolidated statements of operations, the Company discloses the amounts of net loss attributable to the parent and to the non-controlling interest. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note C — Commitments and Contingencies The Company had previously agreed to indemnify the former Advisor for certain legal costs. As part of the Transaction, the former Advisor’s rights to indemnification by the Company, with respect to the Advisor’s SEC investigation, was limited to $2 million. Management anticipates the former Advisor will seek indemnification, up to the $2 million cap, and has therefore concluded that the indemnification liability should be accrued in accordance with ASC 450. This indemnification liability was recognized by the Company upon the closing of the Transaction and is included in indemnification liability. See Note K— Legal. 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. The Company believes that it complies, in all material respects, with all federal, state and local ordinances and regulations regarding hazardous or toxic substances. Furthermore, as of September 30, 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. |
Related Party Transactions and
Related Party Transactions and Arrangements | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Note D — 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. Two of the Company’s Cincinnati assets, 1W7 Carpark and 222W7, are currently operated by PCA, Inc., dba Park Place Parking. Park Place Parking is a private parking operator that is wholly owned by relatives of the Company’s CEO. The Company’s CEO is neither an owner or beneficiary of Park Place Parking. Park Place Parking has been operating these assets for four and three years, respectively. Both assets were acquired with their management agreements in place and at the same terms under which they were operating prior to the Transaction. The Company has an investment in MVP St. Louis Cardinal Lot, DST, a Delaware Statutory Trust (“MVP St. Louis”). As a result of the Transaction, MVP Realty Advisors, LLC (the “Former Advisor”) and Mr. Shustek, were replaced as manager of MVP Parking, DST, LLC by Manuel Chavez, the CEO of the Company. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Note E – Acquisitions As described in Note A, on August 25, 2021, the Company acquired three parking assets with an estimated fair value of $98.8 million. In addition, on September 9, 2021, the Company acquired the rights to a property in Miami, Florida, which consists of 118 individual parking stalls in the Financial District of Miami, Florida. The fair value of the perpetual right to operate the parking facility is considered an indefinite-lived asset that enables the Company to operate these parking stalls in perpetuity. The following table is a summary of the parking asset acquisitions for the quarter ended September 30, 2021. Property Location Date Acquired Property Type # Spaces Size / Acreage Retail Sq. Ft. Purchase Price 1W7 Carpark, LLC, LLC Cincinnati, OH 8/25/2021 Garage 765 1.21 18,385 $32,071,000 222W7, LLC Cincinnati, OH 8/25/2021 Garage 1,625 1.84 -- $28,269,000 322 Streeter, LLC Chicago, IL 8/25/2021 Garage 1,154 2.81 -- $38,421,000 2 nd Miami, FL 9/09/2021 Contract 118 N/A -- $3,253,000 The following table is a summary of the allocated acquisition value of all properties acquired by the Company for the quarter ended September 30, 2021. Assets Land and Improvements Building and improvements In-Place Lease Value Contract Value Total assets acquired 1W7 Carpark (a) $ 2,995,000 $ 28,768,000 $ 308,000 $ -- $ 32,071,000 222W7 4,391,000 23,878,000 -- -- 28,269,000 322 Streeter 11,387,000 27,034,000 -- -- 38,421,000 2 nd 93,000 -- -- 3,160,000 3,253,000 $ 19,066,000 $ 79,475,000 $ -- $ 3,160,000 $ 102,014,000 (a) The value of In-place lease assets and Contracts are included in Intangible assets on the Condensed Consolidated Balance Sheets. The life of the in-place lease at 1W7 is 5 years. The life of the contract at 2 nd |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note F — 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 net asset value of the Company, which was approved by the Board of Directors. The shares awarded fully vested immediately upon issuance and these shares are not from the Company’s Long-Term Incentive Plan. No share-based compensation awards were granted during 2021. 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. There are no awards outstanding under the long-term incentive plan. |
Notes Payable and Paycheck Prot
Notes Payable and Paycheck Protection Program Loan | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable and Paycheck Protection Program Loan | Note G — Notes Payable and Paycheck Protection Program Loan As of September 30, 2021, the principal balances on notes payable are as follows: Property Original Debt Amount Monthly Payment Balance as of 9/30/21 Lender Term Interest Rate Loan Maturity Parking REIT, Inc (5) $1,200,000 (5) $0 Color Up, LLC 7 months 7.00% 12/31/2021 MVP Clarksburg Lot $476,000 Interest Only $476,000 Vestin Realty Mortgage I 1 Year 7.00% 8/25/2022 MCI 1372 Street $574,000 Interest Only $574,000 Vestin Realty Mortgage I 1 Year 7.00% 8/25/2022 MVP Milwaukee Old World $771,000 Interest Only $1,871,000 Vestin Realty Mortgage I 1 Year 7.00% 8/25/2022 MVP Milwaukee Clybourn $191,000 Interest Only $191,000 Vestin Realty Mortgage I 1 Year 7.00% 8/25/2022 MVP Wildwood NJ Lot, LLC $1,000,000 Interest Only $1,000,000 Vestin Realty Mortgage I 1 Year 7.00% 8/25/2022 MVP Raider Park Garage, LLC (4) $7,400,000 Interest Only $6,931,000 LoanCore 1 Year Variable 12/9/2021 MVP New Orleans Rampart, LLC (4) $5,300,000 Interest Only $4,965,000 LoanCore 1 Year Variable 12/9/2021 MVP Hawaii Marks Garage, LLC (4) $13,500,000 Interest Only $12,646,000 LoanCore 1 Year Variable 12/9/2021 MVP Milwaukee Wells, LLC (4) $2,700,000 Interest Only $2,529,000 LoanCore 1 Year Variable 12/9/2021 MVP Indianapolis City Park, LLC (4) $7,200,000 Interest Only $6,744,000 LoanCore 1 Year Variable 12/9/2021 MVP Indianapolis WA Street, LLC (4) $3,400,000 Interest Only $3,185,000 LoanCore 1 Year Variable 12/9/2021 MVP Cincinnati Race Street, LLC $2,550,000 Interest Only $3,450,000 Vestin Realty Mortgage II 1 Year 7.00% 8/25/2022 Minneapolis Venture $2,000,000 Interest Only $4,000,000 Vestin Realty Mortgage I 1 Year 7.00% 8/25/2022 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 $7,864,000 Barclays 10 year 4.25% 12/6/2024 MVP Houston Saks Garage, LLC $3,650,000 $20,000 $3,087,000 Barclays Bank PLC 10 year 4.25% 8/6/2025 Minneapolis City Parking, LLC $5,250,000 $29,000 $4,553,000 American National Insurance, of NY 10 year 4.50% 5/1/2026 MVP Bridgeport Fairfield Garage, LLC $4,400,000 $23,000 $3,818,000 FBL Financial Group, Inc. 10 year 4.00% 8/1/2026 West 9 th $5,300,000 $30,000 $4,668,000 American National Insurance Co. 10 year 4.50% 11/1/2026 MVP Fort Worth Taylor, LLC $13,150,000 $73,000 $11,613,000 American National Insurance, of NY 10 year 4.50% 12/1/2026 MVP Detroit Center Garage, LLC $31,500,000 $194,000 $28,503,000 Bank of America 10 year 5.52% 2/1/2027 MVP St. Louis Washington, LLC (1) $1,380,000 $8,000 $1,311,000 KeyBank 10 year * 4.90% 5/1/2027 St. Paul Holiday Garage, LLC (1) $4,132,000 $24,000 $3,924,000 KeyBank 10 year * 4.90% 5/1/2027 Cleveland Lincoln Garage, LLC (1) $3,999,000 $23,000 $3,797,000 KeyBank 10 year * 4.90% 5/1/2027 MVP Denver Sherman, LLC (1) $286,000 $2,000 $271,000 KeyBank 10 year * 4.90% 5/1/2027 MVP Milwaukee Arena Lot, LLC (1) $2,142,000 $12,000 $2,034,000 KeyBank 10 year * 4.90% 5/1/2027 MVP Denver 1935 Sherman, LLC (1) $762,000 $4,000 $723,000 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 $2,058,000 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 1W7 Carpark, LLC $11,000,000 $19,000 $10,336,000 Associated Bank 1 year Variable 5/1/2022 222W7, LLC $8,250,000 $15,000 $8,208,000 Associated Bank 1 year Variable 10/1/2022 322 Streeter LLC $25,900,000 Interest Only $25,900,000 American National Insurance Co. 5 year * 3.50% 2/12/2025 Corporate D&O Insurance (6) $450,000 $38,000 $338,000 MetaBank 1 year 3.95% 7/31/2022 St Louis Cardinal Lot DST, LLC (7) $6,000,000 Interest Only $6,000,000 Cantor Commercial Real Estate 10 year ** 5.25% 5/31/2027 Less unamortized loan issuance costs (1,011,000) $207,908,000 (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. On December 8, 2020, the Company, as guarantor, entered into the Second Amendment to Loan Agreement and Loan Documents (the “Second Amendment”). Pursuant to the Second Amendment, the Borrowers were granted the option to extend the maturity date of the Loan for two one-year periods upon the satisfaction of certain conditions, payment of certain amounts due under the Loan Agreement and, in connection with the Borrowers’ exercise of their option with respect to the first extension period, delivery by the Company of a partial payment guaranty. On December 8, 2020, the Borrowers exercised their option to extend the term of the Loan to December 9, 2021 and the Company delivered a $5.0 million partial payment guaranty. On August 25, 2021, pursuant to the closing of the Color Up/Bombe Transaction, the Company made a $2.5 million principal payment. (5) During 2021, pursuant to the Purchase Agreement, the Company requested and received a $1,200,000 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 was converted into limited partner interests of the Operating Partnership. This note was paid in full on August 25, 2021 at the Closing of the Transaction. (6) On September 30, 2021, the Company entered into a loan with Meta Bank to finance $337,500 of the Directors & Officers insurance policy premium. The loan matures on July 31, 2022. (7) Pursuant to the Closing of the Transaction, the Company recorded the $6.0 million loan with Cantor Commercial Real Estate upon the consolidation of its investment in MVP St. Louis Cardinal Lot, DST. Company recorded the $6.0 million loan with Cantor Commercial Real Estate upon the consolidation of its investment in MVP St. Louis Cardinal Lot, DST. See Note I for further information. * 2 Year Interest Only ** 10 Year Interest Only *** To be determined by Lender if request for forgiveness is denied by the Small Business Administration (SBA) Reserve funds are generally required for repairs and replacements, real estate taxes, and insurance premiums. Some notes contain various terms and conditions including debt service coverage ratios and debt yield limits. Borrowers for six of the Company’s loans totaling $90.0 million and two loans totaling $47.5 million failed to meet loan covenants as of September 30, 2021 and December 31, 2020, respectively. As a result, these borrowers are subject to additional cash management procedures, which resulted in approximately $309,000 and $79,000 of restricted cash at September 30, 2021 and December 31, 2020, respectively. In order to exit these procedures, certain debt service coverage ratios or debt yield tests must be exceeded for two consecutive quarters to return to less restrictive cash management procedures. During 2020, the Company and the lenders modified loan agreements to defer or cancel payments into repair and replacement reserves commencing between April 2020 and August 2020 and lasting three to six months. At September 30, 2021 and December 31, 2020, the Company had $0 and $172,000 in deferred repair and maintenance reserve payments, respectively. As of September 30, 2021, future principal payments on notes payable are as follows: 2021 (remainder) $ 38,156,000 2022 32,408,000 2023 2,499,000 2024 15,282,000 2025 31,012,000 Thereafter 89,562,000 Total $ 208,919,000 The following table shows notes payable paid in full during the nine months ended September 30, 2021: Loan Original Debt Amount Monthly Payment Balance as of 09/30/2021 Lender Term Interest Rate Loan Maturity Corporate 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 Color Up, LLC $400,000 N/A -- Color Up, LLC 7 months 7.00% 12/31/2021 (1) – Full amount of loan forgiven during May 2021. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Note H — 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 and accounts payable. Due to their short maturities, the carrying amounts of these assets and liabilities approximate fair value. The estimated fair value of the Company’s debt was approximately $215.6 million and $149.9 million as of September 30, 2021 and 2020, respectively, which is considered a Level 2 measurement. Assets and liabilities measured at fair value Level 3 on a non-recurring basis may include Assets Held for Sale. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Note I – Variable Interest Entities The Company, through a wholly owned subsidiary of its Operating Partnership, owns a 51.0% beneficial interest in MVP St. Louis Cardinal Lot, DST, a Delaware Statutory Trust (“MVP St. Louis”). MVP St. Louis is the owner of a 2.56-acre, 376-vehicle commercial parking lot, known as the Cardinal Lot (the “Property”). At the time of the initial investment, the Company conducted an analysis and concluded that the 51% investment in the DST should not be consolidated, as the Company was not the primary beneficiary because the power to direct the activities that most significantly impact the economic performance of MVP St. Louis was held by MVP Parking DST, LLC (the “Manager”) and certain subsidiaries of the Manager. The investment in MVP St. Louis was accounted for using the equity method of accounting through August 25, 2021. Pursuant to the closing of the Transaction on August 25, 2021, the former advisor of the Company, MVP Realty Advisors, LLC (the “Former Advisor”) transferred ownership of the Manager to Manuel Chavez, III, the CEO of the Company. This change in structure was deemed a reconsideration event and therefore the Company reevaluated whether it had control. Based on the Company's evaluation, the Company began consolidating the investment in MVP St. Louis and MVP St. Louis Cardinal Lot Master Tenant, LLC, which had total assets and liabilities of approximately $12.0 million and approximately $6.2 million, respectively, as of August 25, 2021. These assets and liabilities were recorded at fair value as of the date of consolidation, and a gain of $360,000 was recognized in the Statement of Operations. Amounts related to MVP St. Louis included in the consolidated balance sheet are as follows: September 30 , 2021 ASSETS (Unaudited) Investments in real estate $ 11,790,000 Cash 105,000 Cash – restricted 41,000 Accounts receivable 51,000 Prepaid expenses 11,000 Total assets $ 11,998,000 LIABILITIES Notes payable $ 5,961,000 Accounts payable and accrued liabilities 78,000 Due to related party 193,000 Total liabilities 6,232,000 Summarized Statements of Operations—Unconsolidated Real Estate Affiliates—Equity Method Investments For the three months ended September 30, 2021 For the three months ended September 30, 2020 For the nine months ended September 30, 2021 For the nine months ended September 30, 2020 Revenue $ 122,000 $ 183,000 $ 488,000 $ 365,000 Expenses (61,000) (91,000) (434,000) (180,000) Net income $ 61,000 $ 92,000 $ 54,000 $ 185,000 |
Right of Use Leased Asset and L
Right of Use Leased Asset and Lease Liability | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Right of Use Leased Asset and Lease Liability | Note J – 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 had a ten-year term with an annual payment of $180,480 per annum during the lease term. The lease is accounted for as an operating lease under ASU 2016-02, Leases – (Topic 842). The Company recognized approximately $54,000 and $45,000 of operating lease expense during the three months ended September 30, 2021 and 2020, respectively. The Company recognized approximately $163,000 and $135,000 of operating lease expense during the nine months ended September 30, 2021 and 2020, respectively. This expense is included in general and administrative expense. |
Legal
Legal | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal | Note K — Legal The Company has previously disclosed pending class action legal proceedings facing the Company and the Former Advisor and/or Mr. Shustek prior to the completion of the Transaction. As a result of the Transaction, the Settlement Agreement (as defined in the Purchase Agreement) was entered into subject to completion of Color Up’s Tender Offer (as defined in the Purchase Agreement) for up to 900,506 shares of the Company’s outstanding common stock at $11.75 per share. Color Up launched the Tender Offer on October 5, 2021 and it expired on November 5, 2021. Upon the expiration of the Tender Offer, the terms of the Settlement Agreement were satisfied and the prior lawsuits settled. SEC Investigation The Company has previously disclosed that the SEC was conducting an investigation relating to the Company. On March 11, 2021, the SEC notified the Company that they do not intend to recommend an enforcement action by the Commission against the Company. The SEC investigation also relates to the conduct of the Company’s former 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. Pursuant to the Closing of the Transaction, the Company is required to indemnify Mr. Shustek for certain claims related to the SEC investigation in an amount not to exceed $2 million. This liability was recognized by the Company upon the Closing and is included in indemnification liability. As a result of the Transaction on August 25, 2021, Mr. Shustek resigned as Chief Executive Officer and director of the Company. |
Preferred Stock and Warrants
Preferred Stock and Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Preferred Stock and Warrants | Note L — 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. 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 September 30, 2021 is immaterial. As of September 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 September 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 September 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 10 th Each investor in the Series 1 received, for every $1,000 in shares subscribed by such investor, detachable warrants to purchase 35 shares of the Company’s common stock if the Company’s common stock is listed on a national securities exchange. The warrants’ exercise price is equal to 110% of the volume weighted average closing stock price of the Company’s common stock over a specified period as determined in accordance with the terms of the warrant; however, in no event shall the exercise price be less than $25 per share. 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 September 30, 2021 is immaterial. As of September 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 September 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. Warrants On August 25, 2021, in connection with the Closing of the Transaction, the Company entered into a warrant agreement (the “Warrant Agreement”) pursuant to which it issued warrants (the “Warrants”) to the Purchaser to purchase up to 1,702,128 shares of Common Stock, at an exercise price of $11.75 per share for an aggregate cash purchase price of up to $20.0 million. Each whole Warrant entitles the registered holder thereof to purchase one whole share of Common Stock at a price of $11.75 per share (the “Warrant Price”), subject to customary adjustments, at any time following a “Liquidity Event,” which is defined as an initial public offering and/or listing of the Common Stock on the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange. The Warrants will expire five years after the date of the Warrant Agreement. The Company assesses its warrants as either equity or a liability based upon the characteristics and provisions of each instrument. Warrants classified as equity are recorded at fair value as of the date of issuance on the Company’s balance sheet and no further adjustments to their valuation are made. Management estimates the fair value of these warrants using option pricing models and assumptions that are based on the individual characteristics of the warrants or other instruments on the valuation date, as well as assumptions for future financings, expected volatility, expected life, yield and risk-free interest rate. As of September 30, 2021, all outstanding warrants issued by the Company were classified as equity. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note M — Subsequent Events On October 5, 2021, Color Up, LLC (“Purchaser”) initiated a Tender Offer (the “Offer”) to purchase up to 900,506 shares of common stock of the Company, at a price of $11.75 per share (the “Shares”). The Offer expired at 5:00 pm Eastern Time on November 5, 2021. A total of 878,082 Shares were validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”), and the Purchaser accepted for purchase all such Tendered Shares. The Purchaser initiated payment of an aggregate of approximately $10.3 million to the Company stockholders participating in the Offer. Effective November 8, 2021, the Purchaser executed a subscription agreement with the Company pursuant to which the Purchaser acquired the remaining 22,424 Shares not purchased through the Offer at $11.75 per share. As a result of the Offer and the purchase of Shares pursuant to the subscription agreement, the Purchaser directly owns 2,624,831 shares (approximately 33.81%) of Company common stock as of November 8, 2021. On November 2, 2021, the Company, entered into a securities purchase agreement (the “Purchase Agreement”) by and among the Company, the Operating Partnership, and HSCP Strategic III, L.P., a Delaware limited partnership (“HS3”) affiliated with Purchaser, pursuant to which the Operating Partnership issued and sold to HS3(a) 1,702,128 newly issued common units of limited partnership of the Operating Partnership (“OP Units”); and (b) 425,532 newly-issued Class A units of limited partnership of the Operating Partnership (“Class A Units”) which entitle HS3 to purchase up to 425,532 additional OP Units (the “Additional OP Units”) at an exercise price equal to $11.75 per Additional OP Unit, subject to adjustment as provided in the Class A Unit Agreement, and HS3 paid to the Operating Partnership cash consideration of $20.0 million. The Company intends to use proceeds from the Purchase Agreement for working capital purposes, including expenses related to the Purchase Agreement and the acquisition of two parking lots and related assets. The Additional OP Units are available to be exercised only upon completion of a liquidity event, as defined in the Purchase Agreement. On November 3, 2021, the Company, through Denver 1725 Champa Street Garage, LLC, an entity wholly owned by the Company, acquired a multi-level parking garage consisting of approximately 450 parking spaces, located in downtown Denver, Colorado, for a purchase price of approximately $16.1 million, plus acquisition and related transaction costs. The source of funds for this acquisition were the proceeds from the Purchase Agreement, disclosed above. Effective as of November 12, 2021, the Company changed its name from “The Parking REIT, Inc.” to “Mobile Infrastructure Corporation”, pursuant to Articles of Amendment to its Articles of Amendment and Restatement filed with the Maryland State Department of Assessments and Taxation. Also, effective November 12, 2021, the Company amended its Amended and Restated Bylaws to reflect the change of its name described above. The Company’s new website is www.mobileit.com |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting The accompanying unaudited condensed consolidated financial statements of the Company are prepared on the accrual basis of accounting and in accordance with principles generally accepted in the United States of America (“GAAP”) for interim financial information as contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), and in conjunction with rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited condensed consolidated financial statements include accounts and related adjustments, which are, in the opinion of management, of a normal recurring nature and necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim period. Operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. There were no significant changes to our significant accounting policies during the nine months ended September 30, 2021, except for those disclosed below. For a full summary of our accounting policies, refer to our 2020 Annual Report on Form 10-K as originally filed with the SEC on March 31, 2021. 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. |
Consolidation | Consolidation The condensed consolidated financial statements include the accounts of the Company, the Operating Partnership, each of their wholly owned subsidiaries, and all other entities in which the Company has a controlling financial interest. For entities that meet the definition of a variable interest entity (“VIE”), the Company consolidates those entities when the Company is the primary beneficiary of the entity. The Company is determined to be the primary beneficiary when it possesses both the unilateral power to direct activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company continually evaluates whether it qualifies as the primary beneficiary and reconsiders its determination of whether an entity is a VIE upon reconsideration events. Equity investments in which the Company exercises significant influence but does not control and is not the primary beneficiary are accounted for using the equity method. The Company's share of its equity method investees' earnings or losses is included in other income in the accompanying condensed consolidated statements of operations. Investments in which the Company is not able to exercise significant influence over the investee are accounted for under the cost method. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding asset impairment, purchase price allocations to record investments in real estate, and derivative financial instruments and hedging activities, as applicable. |
Concentration | Concentration The Company had seventeen and fourteen parking tenants/operators during the nine months ended September 30, 2021 and 2020, respectively. One tenant/operator, SP + Corporation (Nasdaq: SP) (“SP+”), represented 79.3% and 61.0% of the Company’s rental revenue from base parking and management agreements for the nine months ended September 30, 2021 and September 30, 2020, respectively. In addition, the Company had concentrations in Detroit (14.3% and 18.9%), Houston (8.8% and 11.6%) and Cincinnati (21.1% and 8.1%) based on the real estate the Company owned, as of September 30, 2021 and September 30, 2020, respectively. |
Acquisitions | Acquisitions All assets acquired and liabilities assumed in an acquisition of real estate accounted for as a business combination are measured at their acquisition date fair values. For acquisitions of real estate accounted for as an asset acquisition, the fair value of consideration transferred by the Company (including transaction costs) is allocated to all assets acquired and liabilities assumed on a relative fair value basis. The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets acquired based on their relative 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 valuations 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 and below-market In determining the amortization period for lease intangibles, the Company initially will consider 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 value of in-place leases is amortized to expense over the initial term of the respective leases. The value of 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 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. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists, due to the inability to recover the carrying value of a property, the property is written down to fair value and an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net income. The Company recorded no impairment charges for the three and nine months ended September 30, 2021 and $6.5 million and $14.1 million, respectively, for the three and nine months ended September 30, 2020. These charges were recorded to write down the carrying value of investments in real estate to their current fair values. Management used an independent third-party to determine the fair value primarily using the income capitalization approach based on the contracted rent to be received from the operator or the sales comparison approach. The income capitalization approach reflects the property’s income-producing capabilities based on the assumption that value is created by the expectation of benefits to be derived in the future. The sales comparison approach utilizes sales of comparable properties, adjusted for differences, to indicate value. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Valuation allowances are established when management determines that it is more likely than not that all or some portion of the deferred tax asset will not be realized. A full valuation allowance has been recorded for deferred tax assets due to the Company’s history of taxable losses. The Company uses a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolutions of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more likely than not of being realized upon ultimate settlement. The Company believes that its income tax filing positions and deductions would be sustained upon examination; thus, the Company has not recorded any uncertain tax positions as of September 30, 2021. |
Per Share Data | Per Share Data The Company calculates basic income (loss) per share by dividing net income (loss) for the period by weighted-average shares of its common stock outstanding for the respective period. Diluted income per share considers the effect of dilutive instruments, such as stock options, warrants, 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. Outstanding warrants were antidilutive as a result of the net loss for the three and nine months ended September 30, 2021 and were excluded from the dilutive calculation. |
Non-controlling Interests | Non-controlling Interests Noncontrolling interests represent the portion of equity that we do not own in the entities we consolidate. The Company classifies noncontrolling interests within permanent equity on the Company’s condensed consolidated balance sheets. On the face of the condensed consolidated statements of operations, the Company discloses the amounts of net loss attributable to the parent and to the non-controlling interest. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
summary of the parking asset acquisitions | The following table is a summary of the parking asset acquisitions for the quarter ended September 30, 2021. Property Location Date Acquired Property Type # Spaces Size / Acreage Retail Sq. Ft. Purchase Price 1W7 Carpark, LLC, LLC Cincinnati, OH 8/25/2021 Garage 765 1.21 18,385 $32,071,000 222W7, LLC Cincinnati, OH 8/25/2021 Garage 1,625 1.84 -- $28,269,000 322 Streeter, LLC Chicago, IL 8/25/2021 Garage 1,154 2.81 -- $38,421,000 2 nd Miami, FL 9/09/2021 Contract 118 N/A -- $3,253,000 |
summary of the allocated acquisition | The following table is a summary of the allocated acquisition value of all properties acquired by the Company for the quarter ended September 30, 2021. Assets Land and Improvements Building and improvements In-Place Lease Value Contract Value Total assets acquired 1W7 Carpark (a) $ 2,995,000 $ 28,768,000 $ 308,000 $ -- $ 32,071,000 222W7 4,391,000 23,878,000 -- -- 28,269,000 322 Streeter 11,387,000 27,034,000 -- -- 38,421,000 2 nd 93,000 -- -- 3,160,000 3,253,000 $ 19,066,000 $ 79,475,000 $ -- $ 3,160,000 $ 102,014,000 |
Notes Payable and Paycheck Pr_2
Notes Payable and Paycheck Protection Program Loan (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
notes payable | As of September 30, 2021, the principal balances on notes payable are as follows: Property Original Debt Amount Monthly Payment Balance as of 9/30/21 Lender Term Interest Rate Loan Maturity Parking REIT, Inc (5) $1,200,000 (5) $0 Color Up, LLC 7 months 7.00% 12/31/2021 MVP Clarksburg Lot $476,000 Interest Only $476,000 Vestin Realty Mortgage I 1 Year 7.00% 8/25/2022 MCI 1372 Street $574,000 Interest Only $574,000 Vestin Realty Mortgage I 1 Year 7.00% 8/25/2022 MVP Milwaukee Old World $771,000 Interest Only $1,871,000 Vestin Realty Mortgage I 1 Year 7.00% 8/25/2022 MVP Milwaukee Clybourn $191,000 Interest Only $191,000 Vestin Realty Mortgage I 1 Year 7.00% 8/25/2022 MVP Wildwood NJ Lot, LLC $1,000,000 Interest Only $1,000,000 Vestin Realty Mortgage I 1 Year 7.00% 8/25/2022 MVP Raider Park Garage, LLC (4) $7,400,000 Interest Only $6,931,000 LoanCore 1 Year Variable 12/9/2021 MVP New Orleans Rampart, LLC (4) $5,300,000 Interest Only $4,965,000 LoanCore 1 Year Variable 12/9/2021 MVP Hawaii Marks Garage, LLC (4) $13,500,000 Interest Only $12,646,000 LoanCore 1 Year Variable 12/9/2021 MVP Milwaukee Wells, LLC (4) $2,700,000 Interest Only $2,529,000 LoanCore 1 Year Variable 12/9/2021 MVP Indianapolis City Park, LLC (4) $7,200,000 Interest Only $6,744,000 LoanCore 1 Year Variable 12/9/2021 MVP Indianapolis WA Street, LLC (4) $3,400,000 Interest Only $3,185,000 LoanCore 1 Year Variable 12/9/2021 MVP Cincinnati Race Street, LLC $2,550,000 Interest Only $3,450,000 Vestin Realty Mortgage II 1 Year 7.00% 8/25/2022 Minneapolis Venture $2,000,000 Interest Only $4,000,000 Vestin Realty Mortgage I 1 Year 7.00% 8/25/2022 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 $7,864,000 Barclays 10 year 4.25% 12/6/2024 MVP Houston Saks Garage, LLC $3,650,000 $20,000 $3,087,000 Barclays Bank PLC 10 year 4.25% 8/6/2025 Minneapolis City Parking, LLC $5,250,000 $29,000 $4,553,000 American National Insurance, of NY 10 year 4.50% 5/1/2026 MVP Bridgeport Fairfield Garage, LLC $4,400,000 $23,000 $3,818,000 FBL Financial Group, Inc. 10 year 4.00% 8/1/2026 West 9 th $5,300,000 $30,000 $4,668,000 American National Insurance Co. 10 year 4.50% 11/1/2026 MVP Fort Worth Taylor, LLC $13,150,000 $73,000 $11,613,000 American National Insurance, of NY 10 year 4.50% 12/1/2026 MVP Detroit Center Garage, LLC $31,500,000 $194,000 $28,503,000 Bank of America 10 year 5.52% 2/1/2027 MVP St. Louis Washington, LLC (1) $1,380,000 $8,000 $1,311,000 KeyBank 10 year * 4.90% 5/1/2027 St. Paul Holiday Garage, LLC (1) $4,132,000 $24,000 $3,924,000 KeyBank 10 year * 4.90% 5/1/2027 Cleveland Lincoln Garage, LLC (1) $3,999,000 $23,000 $3,797,000 KeyBank 10 year * 4.90% 5/1/2027 MVP Denver Sherman, LLC (1) $286,000 $2,000 $271,000 KeyBank 10 year * 4.90% 5/1/2027 MVP Milwaukee Arena Lot, LLC (1) $2,142,000 $12,000 $2,034,000 KeyBank 10 year * 4.90% 5/1/2027 MVP Denver 1935 Sherman, LLC (1) $762,000 $4,000 $723,000 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 $2,058,000 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 1W7 Carpark, LLC $11,000,000 $19,000 $10,336,000 Associated Bank 1 year Variable 5/1/2022 222W7, LLC $8,250,000 $15,000 $8,208,000 Associated Bank 1 year Variable 10/1/2022 322 Streeter LLC $25,900,000 Interest Only $25,900,000 American National Insurance Co. 5 year * 3.50% 2/12/2025 Corporate D&O Insurance (6) $450,000 $38,000 $338,000 MetaBank 1 year 3.95% 7/31/2022 St Louis Cardinal Lot DST, LLC (7) $6,000,000 Interest Only $6,000,000 Cantor Commercial Real Estate 10 year ** 5.25% 5/31/2027 Less unamortized loan issuance costs (1,011,000) $207,908,000 |
future principal payments | As of September 30, 2021, future principal payments on notes payable are as follows: 2021 (remainder) $ 38,156,000 2022 32,408,000 2023 2,499,000 2024 15,282,000 2025 31,012,000 Thereafter 89,562,000 Total $ 208,919,000 |
notes payable paid in full | The following table shows notes payable paid in full during the nine months ended September 30, 2021: Loan Original Debt Amount Monthly Payment Balance as of 09/30/2021 Lender Term Interest Rate Loan Maturity Corporate 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 Color Up, LLC $400,000 N/A -- Color Up, LLC 7 months 7.00% 12/31/2021 (1) – Full amount of loan forgiven during May 2021. |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Equity Method Investments | Amounts related to MVP St. Louis included in the consolidated balance sheet are as follows: September 30 , 2021 ASSETS (Unaudited) Investments in real estate $ 11,790,000 Cash 105,000 Cash – restricted 41,000 Accounts receivable 51,000 Prepaid expenses 11,000 Total assets $ 11,998,000 LIABILITIES Notes payable $ 5,961,000 Accounts payable and accrued liabilities 78,000 Due to related party 193,000 Total liabilities 6,232,000 Summarized Statements of Operations—Unconsolidated Real Estate Affiliates—Equity Method Investments For the three months ended September 30, 2021 For the three months ended September 30, 2020 For the nine months ended September 30, 2021 For the nine months ended September 30, 2020 Revenue $ 122,000 $ 183,000 $ 488,000 $ 365,000 Expenses (61,000) (91,000) (434,000) (180,000) Net income $ 61,000 $ 92,000 $ 54,000 $ 185,000 |
Organization and Business Ope_2
Organization and Business Operations (Details Narrative) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Incorporation Date | May 4, 2015 |
Limited Partner Ownership | 49.20% |
newly issued common units of the Operating Partnership | shares | 7,481,668 |
[custom:OPUnitsSharePrice] | $ / shares | $ 11.75 |
[custom:TotalConsiderationForOPUnits] | $ 83.9 |
Net Loss | 10.1 |
cash, cash equivalents and restricted cash | 18.2 |
Notes Payable, Current | $ 67.1 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | 9 Months Ended | 15 Months Ended | |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | |
Product Information [Line Items] | ||||
Number of Real Estate Properties | 17 | 17 | 14 | 17 |
Concentration Risk Percentage | 79.30% | 61.00% | ||
Impairment Charges | $ 0 | $ 0 | $ 14,100,000,000,000 | $ 6,500,000,000,000 |
Detroit Area [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk Percentage | 14.30% | 18.90% | ||
Houston Area [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk Percentage | 8.80% | 11.60% | ||
Cincinnati Area [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk Percentage | 21.10% | 8.10% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Indemnification Liability Limit | $ 2 |
summary of the parking asset ac
summary of the parking asset acquisitions (Details) | 3 Months Ended |
Sep. 30, 2021USD ($) | |
One W 7 Carpark [Member] | |
Business Acquisition [Line Items] | |
[custom:RealEstatePropertyLocation] | Cincinnati, OH |
[custom:RealEstatePropertyDateAcquired] | 8/25/2021 |
[custom:BusinessAcquisitionPropertyType] | Garage |
[custom:BusinessAcquisitionNumberOfSpaces] | 765 |
[custom:BusinessAcquisitionPropertySize] | 1.21 |
[custom:BusinessAcquisitionRetailSize] | 18,385 |
Real Estate Investments, Net | $ 32,071,000 |
Two 2 W 7 [Member] | |
Business Acquisition [Line Items] | |
[custom:RealEstatePropertyLocation] | Cincinnati, OH |
[custom:RealEstatePropertyDateAcquired] | 8/25/2021 |
[custom:BusinessAcquisitionPropertyType] | Garage |
[custom:BusinessAcquisitionNumberOfSpaces] | 1,625 |
[custom:BusinessAcquisitionPropertySize] | 1.84 |
[custom:BusinessAcquisitionRetailSize] | |
Real Estate Investments, Net | $ 28,269,000 |
Three 22 Streeter [Member] | |
Business Acquisition [Line Items] | |
[custom:RealEstatePropertyLocation] | Chicago, IL |
[custom:RealEstatePropertyDateAcquired] | 8/25/2021 |
[custom:BusinessAcquisitionPropertyType] | Garage |
[custom:BusinessAcquisitionNumberOfSpaces] | 1,154 |
[custom:BusinessAcquisitionPropertySize] | 2.81 |
[custom:BusinessAcquisitionRetailSize] | |
Real Estate Investments, Net | $ 38,421,000 |
Second Street [Member] | |
Business Acquisition [Line Items] | |
[custom:RealEstatePropertyLocation] | Miami, FL |
[custom:RealEstatePropertyDateAcquired] | 9/09/2021 |
[custom:BusinessAcquisitionPropertyType] | Contract |
[custom:BusinessAcquisitionNumberOfSpaces] | 118 |
[custom:BusinessAcquisitionPropertySize] | N/A |
[custom:BusinessAcquisitionRetailSize] | |
Real Estate Investments, Net | $ 3,253,000 |
summary of the allocated acquis
summary of the allocated acquisition (Details) | Sep. 30, 2021USD ($) |
One W 7 Carpark [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Land | $ 2,995,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Buildings | 28,768,000 |
[custom:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedInPlaceLeaseValue-0] | 308,000 |
[custom:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedContractValue-0] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 32,071,000 |
Two 2 W 7 [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Land | 4,391,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Buildings | 23,878,000 |
[custom:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedInPlaceLeaseValue-0] | |
[custom:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedContractValue-0] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 28,269,000 |
Three 22 Streeter [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Land | 11,387,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Buildings | 27,034,000 |
[custom:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedInPlaceLeaseValue-0] | |
[custom:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedContractValue-0] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 38,421,000 |
Second Street [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Land | 93,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Buildings | |
[custom:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedInPlaceLeaseValue-0] | |
[custom:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedContractValue-0] | 3,160,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | $ 3,253,000 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Sep. 30, 2021 | Aug. 05, 2021 | Dec. 31, 2020 |
Business Combination and Asset Acquisition [Abstract] | |||
Real Estate Investment Property, Net | $ 392,688,000 | $ 98,800,000 | $ 278,464,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Mar. 01, 2021 | |
Share-based Payment Arrangement [Abstract] | |||
Stock Compensation Expense | $ 144,000 | ||
Non-Restricted Shares (per share) | $ 11.75 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 500,000 |
notes payable (Details)
notes payable (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Short-term Debt [Line Items] | |
Long-term Debt, Gross | $ (1,011,000) |
M V P Clarksburg Lot [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 476,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 476,000 |
Debt Instrument, Issuer | Vestin Realty Mortgage I |
Debt Instrument, Term | 1 year |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 7.00% |
Debt Instrument, Maturity Date | Aug. 25, 2022 |
M C I 1372 Street [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 574,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 574,000 |
Debt Instrument, Issuer | Vestin Realty Mortgage I |
Debt Instrument, Term | 1 year |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 7.00% |
Debt Instrument, Maturity Date | Aug. 25, 2022 |
M V P Milwaukee Old World [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 771,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 1,871,000 |
Debt Instrument, Issuer | Vestin Realty Mortgage I |
Debt Instrument, Term | 1 year |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 7.00% |
Debt Instrument, Maturity Date | Aug. 25, 2022 |
M V P Milwaukee Clybourn [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 191,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 191,000 |
Debt Instrument, Issuer | Vestin Realty Mortgage I |
Debt Instrument, Term | 1 year |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 7.00% |
Debt Instrument, Maturity Date | Aug. 25, 2022 |
M V P Wildwood N J Lot L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 1,000,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 1,000,000 |
Debt Instrument, Issuer | Vestin Realty Mortgage I |
Debt Instrument, Term | 1 year |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 7.00% |
Debt Instrument, Maturity Date | Aug. 25, 2022 |
M V P Raider Park Garage L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 7,400,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 6,931,000 |
Debt Instrument, Issuer | LoanCore |
Debt Instrument, Term | 1 year |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | Variable |
Debt Instrument, Maturity Date | Dec. 9, 2021 |
M V P New Orleans Rampart L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 5,300,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 4,965,000 |
Debt Instrument, Issuer | LoanCore |
Debt Instrument, Term | 1 year |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | Variable |
Debt Instrument, Maturity Date | Dec. 9, 2021 |
M V P Hawaii Marks Garage L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 13,500,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 12,646,000 |
Debt Instrument, Issuer | LoanCore |
Debt Instrument, Term | 1 year |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | Variable |
Debt Instrument, Maturity Date | Dec. 9, 2021 |
M V P Milwaukee Wells L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 2,700,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 2,529,000 |
Debt Instrument, Issuer | LoanCore |
Debt Instrument, Term | 1 year |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | Variable |
Debt Instrument, Maturity Date | Dec. 9, 2021 |
M V P Indianapolis City Park L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 7,200,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 6,744,000 |
Debt Instrument, Issuer | LoanCore |
Debt Instrument, Term | 1 year |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | Variable |
Debt Instrument, Maturity Date | Dec. 9, 2021 |
M V P Indianapolis W A Street L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 3,400,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 3,185,000 |
Debt Instrument, Issuer | LoanCore |
Debt Instrument, Term | 1 year |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | Variable |
Debt Instrument, Maturity Date | Dec. 9, 2021 |
M V P Cincinnati Race Street L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 2,550,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 3,450,000 |
Debt Instrument, Issuer | Vestin Realty Mortgage II |
Debt Instrument, Term | 1 year |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 7.00% |
Debt Instrument, Maturity Date | Aug. 25, 2022 |
Minneapolis Venture [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 2,000,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 4,000,000 |
Debt Instrument, Issuer | Vestin Realty Mortgage I |
Debt Instrument, Term | 1 year |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 7.00% |
Debt Instrument, Maturity Date | Aug. 25, 2022 |
S B A P P P Loan [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 329,000 |
[custom:DebtInstrumentPeriodicPayment1] | *** |
Loans Payable, Current | $ 329,000 |
Debt Instrument, Issuer | Small Business Administration |
Debt Instrument, Term | 5 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 1.00% |
Debt Instrument, Maturity Date | May 3, 2026 |
M V P Memphis Poplar [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 1,800,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 1,800,000 |
Debt Instrument, Issuer | LoanCore |
Debt Instrument, Term | 5 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 5.38% |
Debt Instrument, Maturity Date | Mar. 6, 2024 |
M V P St Louis [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 3,700,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 3,700,000 |
Debt Instrument, Issuer | LoanCore |
Debt Instrument, Term | 5 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 5.38% |
Debt Instrument, Maturity Date | Mar. 6, 2024 |
Mabley Place Garage L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 9,000,000 |
[custom:DebtInstrumentPeriodicPayment1] | $44,000 |
Loans Payable, Current | $ 7,864,000 |
Debt Instrument, Issuer | Barclays |
Debt Instrument, Term | 10 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 4.25% |
Debt Instrument, Maturity Date | Dec. 6, 2024 |
M V P Houston Saks Garage L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 3,650,000 |
[custom:DebtInstrumentPeriodicPayment1] | $20,000 |
Loans Payable, Current | $ 3,087,000 |
Debt Instrument, Issuer | Barclays Bank PLC |
Debt Instrument, Term | 10 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 4.25% |
Debt Instrument, Maturity Date | Aug. 6, 2025 |
Minneapolis City Parking L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 5,250,000 |
[custom:DebtInstrumentPeriodicPayment1] | $29,000 |
Loans Payable, Current | $ 4,553,000 |
Debt Instrument, Issuer | American National Insurance, of NY |
Debt Instrument, Term | 10 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 4.50% |
Debt Instrument, Maturity Date | May 1, 2026 |
M V P Bridgeport Fairfield Garage L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 4,400,000 |
[custom:DebtInstrumentPeriodicPayment1] | $23,000 |
Loans Payable, Current | $ 3,818,000 |
Debt Instrument, Issuer | FBL Financial Group, Inc. |
Debt Instrument, Term | 10 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 4.00% |
Debt Instrument, Maturity Date | Aug. 1, 2026 |
West 9th Properties I I L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 5,300,000 |
[custom:DebtInstrumentPeriodicPayment1] | $30,000 |
Loans Payable, Current | $ 4,668,000 |
Debt Instrument, Issuer | American National Insurance Co. |
Debt Instrument, Term | 10 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 4.50% |
Debt Instrument, Maturity Date | Nov. 1, 2026 |
M V P Fort Worth Taylor L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 13,150,000 |
[custom:DebtInstrumentPeriodicPayment1] | $73,000 |
Loans Payable, Current | $ 11,613,000 |
Debt Instrument, Issuer | American National Insurance, of NY |
Debt Instrument, Term | 10 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 4.50% |
Debt Instrument, Maturity Date | Dec. 1, 2026 |
M V P Detroit Center Garage L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 31,500,000 |
[custom:DebtInstrumentPeriodicPayment1] | $194,000 |
Loans Payable, Current | $ 28,503,000 |
Debt Instrument, Issuer | Bank of America |
Debt Instrument, Term | 10 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 5.52% |
Debt Instrument, Maturity Date | Feb. 1, 2027 |
M V P St Louis Washington L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 1,380,000 |
[custom:DebtInstrumentPeriodicPayment1] | $8,000 |
Loans Payable, Current | $ 1,311,000 |
Debt Instrument, Issuer | KeyBank |
Debt Instrument, Term | 10 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 4.90% |
Debt Instrument, Maturity Date | May 1, 2027 |
St Paul Holiday Garage L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 4,132,000 |
[custom:DebtInstrumentPeriodicPayment1] | $24,000 |
Loans Payable, Current | $ 3,924,000 |
Debt Instrument, Issuer | KeyBank |
Debt Instrument, Term | 10 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 4.90% |
Debt Instrument, Maturity Date | May 1, 2027 |
Cleveland Lincoln Garage L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 3,999,000 |
[custom:DebtInstrumentPeriodicPayment1] | $23,000 |
Loans Payable, Current | $ 3,797,000 |
Debt Instrument, Issuer | KeyBank |
Debt Instrument, Term | 10 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 4.90% |
Debt Instrument, Maturity Date | May 1, 2027 |
M V P Denver Sherman L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 286,000 |
[custom:DebtInstrumentPeriodicPayment1] | $2,000 |
Loans Payable, Current | $ 271,000 |
Debt Instrument, Issuer | KeyBank |
Debt Instrument, Term | 10 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 4.90% |
Debt Instrument, Maturity Date | May 1, 2027 |
M V P Milwaukee Arena Lot L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 2,142,000 |
[custom:DebtInstrumentPeriodicPayment1] | $12,000 |
Loans Payable, Current | $ 2,034,000 |
Debt Instrument, Issuer | KeyBank |
Debt Instrument, Term | 10 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 4.90% |
Debt Instrument, Maturity Date | May 1, 2027 |
M V P Denver 1935 Sherman L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 762,000 |
[custom:DebtInstrumentPeriodicPayment1] | $4,000 |
Loans Payable, Current | $ 723,000 |
Debt Instrument, Issuer | KeyBank |
Debt Instrument, Term | 10 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 4.90% |
Debt Instrument, Maturity Date | May 1, 2027 |
M V P Louisville Broadway Station L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 1,682,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 1,682,000 |
Debt Instrument, Issuer | Cantor Commercial Real Estate |
Debt Instrument, Term | 10 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 5.03% |
Debt Instrument, Maturity Date | May 6, 2027 |
M V P Whitefront Garage L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 6,454,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 6,454,000 |
Debt Instrument, Issuer | Cantor Commercial Real Estate |
Debt Instrument, Term | 10 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 5.03% |
Debt Instrument, Maturity Date | May 6, 2027 |
M V P Houston Preston Lot L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 1,627,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 1,627,000 |
Debt Instrument, Issuer | Cantor Commercial Real Estate |
Debt Instrument, Term | 10 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 5.03% |
Debt Instrument, Maturity Date | May 6, 2027 |
M V P Houston San Jacinto Lot L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 1,820,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 1,820,000 |
Debt Instrument, Issuer | Cantor Commercial Real Estate |
Debt Instrument, Term | 10 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 5.03% |
Debt Instrument, Maturity Date | May 6, 2027 |
St Louis Broadway L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 1,671,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 1,671,000 |
Debt Instrument, Issuer | Cantor Commercial Real Estate |
Debt Instrument, Term | 10 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 5.03% |
Debt Instrument, Maturity Date | May 6, 2027 |
St Louis Seventh Cerre L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 2,057,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 2,058,000 |
Debt Instrument, Issuer | Cantor Commercial Real Estate |
Debt Instrument, Term | 10 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 5.03% |
Debt Instrument, Maturity Date | May 6, 2027 |
M V P Indianapolis Meridian Lot L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 938,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 938,000 |
Debt Instrument, Issuer | Cantor Commercial Real Estate |
Debt Instrument, Term | 10 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 5.03% |
Debt Instrument, Maturity Date | May 6, 2027 |
M V P Preferred Parking L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 11,330,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 11,330,000 |
Debt Instrument, Issuer | Key Bank |
Debt Instrument, Term | 10 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 5.02% |
Debt Instrument, Maturity Date | Aug. 1, 2027 |
One W 7 Carpark L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 11,000,000 |
[custom:DebtInstrumentPeriodicPayment1] | $19,000 |
Loans Payable, Current | $ 10,336,000 |
Debt Instrument, Issuer | Associated Bank |
Debt Instrument, Term | 1 year |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | Variable |
Debt Instrument, Maturity Date | May 1, 2022 |
Two 22 W 7 L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 8,250,000 |
[custom:DebtInstrumentPeriodicPayment1] | $15,000 |
Loans Payable, Current | $ 8,208,000 |
Debt Instrument, Issuer | Associated Bank |
Debt Instrument, Term | 1 year |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | Variable |
Debt Instrument, Maturity Date | Oct. 1, 2022 |
Three 22 Streeter L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 25,900,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 25,900,000 |
Debt Instrument, Issuer | American National Insurance Co. |
Debt Instrument, Term | 5 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 3.50% |
Debt Instrument, Maturity Date | Feb. 12, 2025 |
Corporate Dand O Insurance [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 450,000 |
[custom:DebtInstrumentPeriodicPayment1] | $38,000 |
Loans Payable, Current | $ 338,000 |
Debt Instrument, Issuer | MetaBank |
Debt Instrument, Term | 1 year |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 3.95% |
Debt Instrument, Maturity Date | Jul. 31, 2022 |
St Louis Cardinal Lot D S T L L C [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 6,000,000 |
[custom:DebtInstrumentPeriodicPayment1] | Interest Only |
Loans Payable, Current | $ 6,000,000 |
Debt Instrument, Issuer | Cantor Commercial Real Estate |
Debt Instrument, Term | 10 years |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 5.25% |
Debt Instrument, Maturity Date | May 31, 2027 |
Parking R E I T Inc [Member] | |
Short-term Debt [Line Items] | |
[custom:DebtInstrumentFaceAmount1-2] | $ 1,200,000 |
[custom:DebtInstrumentPeriodicPayment1] | (5) |
Loans Payable, Current | $ 0 |
Debt Instrument, Issuer | Color Up, LLC |
Debt Instrument, Term | 7 months |
[custom:DebtInstrumentInterestRateStatedPercentage1-2] | 7.00% |
Debt Instrument, Maturity Date | Dec. 31, 2021 |
future principal payments (Deta
future principal payments (Details) | Sep. 30, 2021USD ($) |
Debt Instrument, Redemption, Period Two [Member] | |
Debt Instrument [Line Items] | |
[custom:DebtInstrumentAnnualPrincipalPayment1-0] | $ 32,408,000 |
Debt Instrument, Redemption, Period Three [Member] | |
Debt Instrument [Line Items] | |
[custom:DebtInstrumentAnnualPrincipalPayment1-0] | 2,499,000 |
Debt Instrument, Redemption, Period Four [Member] | |
Debt Instrument [Line Items] | |
[custom:DebtInstrumentAnnualPrincipalPayment1-0] | 15,282,000 |
Debt Instrument, Redemption, Period Five [Member] | |
Debt Instrument [Line Items] | |
[custom:DebtInstrumentAnnualPrincipalPayment1-0] | 31,012,000 |
Debt Instrument Redemption Thereafter [Member] | |
Debt Instrument [Line Items] | |
[custom:DebtInstrumentAnnualPrincipalPayment1-0] | 89,562,000 |
Total [Member] | |
Debt Instrument [Line Items] | |
[custom:DebtInstrumentAnnualPrincipalPayment1-0] | $ 208,919,000 |
notes payable paid in full (Det
notes payable paid in full (Details) - S B A P P P Loan 2 [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Debt Instrument, Face Amount | $ 348,000 |
Debt Instrument, Periodic Payment | 14,700 |
Loans Payable, Current | |
Debt Instrument, Issuer | Small Business Administration |
Debt Instrument, Term | 2 years |
Debt Instrument, Interest Rate, Stated Percentage | 1.00% |
Debt Instrument, Maturity Date | Oct. 22, 2022 |
Notes Payable and Paycheck Pr_3
Notes Payable and Paycheck Protection Program Loan (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Loans for Period, failed to meet loan convenants | $ 90,000,000 | $ 47,500,000 |
Restricted Cash | 5,134,000 | 3,660,000 |
Loan Convenant Not Being Met [Member] | ||
Short-term Debt [Line Items] | ||
Restricted Cash | $ 309,000 | $ 79,000 |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
ASSETS | ||||||
Investments in real estate | $ 35,000 | $ 35,000 | $ 63,000 | |||
Cash | 18,218,000 | $ 6,894,000 | 18,218,000 | $ 6,894,000 | 7,895,000 | $ 11,644,000 |
Cash – restricted | 5,134,000 | 5,134,000 | 3,660,000 | |||
Prepaid expenses | 1,003,000 | 1,003,000 | 1,909,000 | |||
Total assets | 413,868,000 | 413,868,000 | 293,732,000 | |||
LIABILITIES | ||||||
Notes payable | 207,580,000 | 207,580,000 | 158,996,000 | |||
Total liabilities | 225,477,000 | 225,477,000 | $ 182,914,000 | |||
Revenue | 5,523,000 | 3,510,000 | 12,267,000 | 12,523,000 | ||
Net income | (3,640,000) | (9,606,000) | (10,123,000) | (20,572,000) | ||
Equity Method Investments [Member] | ||||||
ASSETS | ||||||
Investments in real estate | 11,790,000 | 11,790,000 | ||||
Cash | 105,000 | 105,000 | ||||
Cash – restricted | 41,000 | 41,000 | ||||
Accounts receivable | 51,000 | 51,000 | ||||
Prepaid expenses | 11,000 | 11,000 | ||||
Total assets | 11,998,000 | 11,998,000 | ||||
LIABILITIES | ||||||
Notes payable | 5,961,000 | 5,961,000 | ||||
Accounts payable and accrued liabilities | 78,000 | 78,000 | ||||
Due to related party | 193,000 | 193,000 | ||||
Total liabilities | 6,232,000 | 6,232,000 | ||||
Revenue | 122,000 | 183,000 | 488,000 | 365,000 | ||
Expenses | (61,000) | (91,000) | (434,000) | (180,000) | ||
Net income | $ 61,000 | $ 92,000 | $ 54,000 | $ 185,000 |
Preferred Stock and Warrants (D
Preferred Stock and Warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Series A Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 50,000 | 50,000 |
Preferred Stock, Including Additional Paid in Capital | $ 2.5 | |
Dividends Payable, Nature | 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. | |
[custom:Warrants] | Each investor in the Series A received, for every $1,000 in shares subscribed by such investor, detachable warrants to purchase 30 shares of the Company’s common stock if the Company’s common stock is listed on a national securities exchange. The warrants’ exercise price is equal to 110% of the volume weighted average closing stock price of the Company’s common stock over a specified period as determined in accordance with the terms of the warrant; however, in no event shall the exercise price be less than $25 per share. 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 September 30, 2021 is immaterial. As of September 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 September 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. | |
Series 1 Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 97,000 | 97,000 |
Dividends Payable, Nature | The holders of the Series 1 Preferred Stock are entitled to receive, when and as authorized by the Company’s board of directors and declared by us out of legally available funds, cumulative, cash dividends on each Share at an annual rate of 5.50% of the Stated Value pari passu with the dividend preference of the Series A Preferred Stock and in preference to any payment of any dividend on the Company’s common stock; provided, however, that Qualified Purchasers (who purchased $1.0 million or more in a single closing) are entitled to receive, when and as authorized by the Company’s board of directors and declared by us out of legally available funds, cumulative, cash dividends on each Series 1 share held by such Qualified Purchaser at an annual rate of 5.75% of the Stated Value (instead of the annual rate of 5.50% for all other holders of the Series 1 shares) until April 7, 2018, at which time, the annual dividend rate will be reduced to 5.50% of Stated Value; provided further, however, that since a Listing Event has not occurred by April 7, 2018, the annual dividend rate on all Series 1 shares (without regard to Qualified Purchaser status) has been increased to 7.00% of the Stated Value until the occurrence of a Listing Event, at which time, the annual dividend rate will be reduced to 5.50% of the Stated Value. Based on the number of Series 1 shares outstanding at September 30, 2021, the increased dividend rate costs the Company approximately $150,000 more per quarter in Series 1 dividends | |
[custom:Warrants] | Each investor in the Series 1 received, for every $1,000 in shares subscribed by such investor, detachable warrants to purchase 35 shares of the Company’s common stock if the Company’s common stock is listed on a national securities exchange. The warrants’ exercise price is equal to 110% of the volume weighted average closing stock price of the Company’s common stock over a specified period as determined in accordance with the terms of the warrant; however, in no event shall the exercise price be less than $25 per share. 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 September 30, 2021 is immaterial. As of September 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 September 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. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) $ in Millions | Oct. 05, 2021USD ($)shares |
Subsequent Events [Abstract] | |
[custom:TenderedShares-0] | shares | 878,082 |
Payment For Common StockTo Stockholders | $ | $ 10.3 |