10-Q 1 mvpreit09301510q.htm MVP REIT, INC. SEPTEMBER 30, 2015 10-Q mvpreit09301510q.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
(Mark one)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015
Or
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________
Commission File Number: 333-180741
Company Logo
MVP REIT, INC.
(Exact name of registrant as specified in its charter)
 
MARYLAND
 
45-4963335
(State or Other Jurisdiction of
 
(I.R.S. Employer
Incorporation or Organization)
 
Identification No.)
12730 HIGH BLUFF DRIVE SUITE 110, SAN DIEGO, CA 92130
 (Address of Principal Executive Offices)  (Zip Code)
Registrant’s Telephone Number: 858.369.7959

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes  [X ]    No   [   ]
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes  [ X ]    No   [   ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ]
Accelerated filer [   ]
Non-accelerated filer [   ]
(Do not check if a smaller reporting company)
Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes  [   ]    No   [X]
 
As of November 16, 2015, there were 10,975,490 shares of the Company’s Common Stock outstanding.


TABLE OF CONTENTS

   
Page
     
Part I
FINANCIAL INFORMATION
 
     
     
 
     
 
     
 
     
 
     
 
     
     
     
     
44
     
     
44
     
     
45
     
     
   
     
 
Exhibit 31.1
 
     
 
Exhibit 31.2
 
     
 
Exhibit 32
 



PART I - FINANCIAL INFORMATION
ITEM 1.
CONSOLIDATED FINANCIAL STATEMENTS
MVP REIT, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
   
September 30, 2015
   
December 31, 2014
 
   
(Unaudited)
       
ASSETS
 
Cash
  $ 33,565,000     $ 13,812,000  
Cash – restricted
    1,248,000       388,000  
Prepaid expenses
    163,000       246,000  
Deferred rental assets
    177,000       27,000  
Investments in real estate and fixed assets:
               
Land and improvements
    37,156,000       15,264,000  
Building and improvements
    33,730,000       11,259,000  
Fixed assets
    88,000       88,000  
      70,974,000       26,611,000  
Accumulated depreciation
    (584,000 )     (66,000 )
Total investments in real estate and fixed assets, net
    70,390,000       26,545,000  
Capitalized loan fees
    557,000       437,000  
Deposits
    2,860,000       300,000  
Other assets
    140,000       127,000  
Assets held for sale
    3,205,000       8,313,000  
Total assets
  $ 112,305,000     $ 50,195,000  
LIABILITIES AND EQUITY
 
Liabilities
               
Accounts payable and accrued liabilities
  $ 533,000     $ 61,000  
Due to related parties
    6,000       16,000  
Liabilities related to assets held for sale
    1,709,000       4,439,000  
Security deposits
    211,000       --  
Notes payable
    28,694,000       13,407,000  
Total liabilities
    31,153,000       17,923,000  
Commitments and contingencies
               
Equity
               
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding
    --       --  
Non-voting, non-participating convertible stock, $0.001 par value, 1,000 shares authorized, issued and outstanding as of September 30, 2015 and December 31, 2014
    --       --  
Common stock, $0.001 par value, 98,999,000 shares authorized, 10,269,735 and 4,188,956 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively
    10,000       4,000  
Additional paid-in capital
    92,485,000       42,114,000  
Accumulated deficit
    (13,169,000 )     (11,565,000 )
Total MVP REIT, Inc. Shareholders’ Equity
    79,326,000       30,553,000  
Non-controlling interest- related party
    1,826,000       1,719,000  
Total equity
    81,152,000       32,272,000  
Total liabilities and equity
  $ 112,305,000     $ 50,195,000  


 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
-1-

 


MVP REIT, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

   
For the Three Months
Ended September 30,
   
For the Nine Months
Ended September 30,
 
   
2015
   
2014
   
2015
   
2014
 
Revenues
                       
Rental revenue
  $ 1,353,000     $ 212,000     $ 3,101,000     $ 349,000  
Total revenues
    1,353,000       212,000       3,101,000       349,000  
                                 
Operating expenses
                               
General and administrative
    198,000       267,000       650,000       684,000  
Acquisition expenses
    153,000       21,000       481,000       82,000  
Acquisition expenses – related party
    75,000       54,000       1,856,000       1,453,000  
Operation and maintenance
    271,000       85,000       606,000       345,000  
Depreciation
    221,000       18,000       518,000       34,000  
Total operating expenses
    918,000       445,000       4,111,000       2,598,000  
                                 
Income (loss) from operations
    435,000       (233,000 )     (1,010,000 )     (2,249,000 )
                                 
Other income (expense)
                               
Interest expense
    (365,000 )     (53,000 )     (935,000 )     (90,000 )
Income from investment in equity method investee
    --       --       --       6,000  
Gain on sale of investment in real estate
    --       136,000       --       136,000  
Total other income (expense)
    (365,000 )     83,000       (935,000 )     52,000  
                                 
Income (loss) from continuing operations
    70,000       (150,000 )     (1,945,000 )     (2,197,000 )
                                 
Discontinued operations, net of income taxes
                               
Income from assets held for sale, net of income taxes
    34,000       225,000       189,000       731,000  
Gain on sale of investment in real estate held for sale
    --       --       288,000       --  
Total income from discontinued operations
    34,000       225,000       477,000       731,000  
                                 
Provision for income taxes
    --       --       --       --  
                                 
Net income (loss)
    104,000       75,000       (1,468,000 )     (1,466,000 )
Net income attributable to non-controlling interest – related party
    48,000       21,000       136,000       86,000  
Net income attributable to MVP REIT, Inc. common stockholders
  $ 56,000     $ 54,000     $ (1,604,000 )   $ (1,552,000 )
Basic and diluted income (loss) per weighted average common share
                               
  Income (loss) from continuing operations attributable to MVP REIT common stockholders - basic and diluted
  $ --     $ (0.05 )   $ (0.33 )   $ (0.66 )
  Income from discontinued operations - basic and diluted
    0.01       0.06       0.08       0.21  
   Net income (loss) attributable to MVP REIT common stockholders - basic and diluted
  $  0.01     $  0.02     $  (0.25   $  (0.45
Weighted average common shares outstanding, basic and diluted
    8,140,809       3,773,519       6,381,719       3,472,915  


 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
-2-

 

MVP REIT, Inc.

CONSDENSED CONSOLIDATED STATEMENT OF EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015
(Unaudited)
   
Convertible stock
   
Common stock
                         
   
Number of Shares
   
Par Value
   
Number of Shares
   
Par Value
   
Additional Paid-in Capital
   
Accumulated Deficit
   
Non-controlling Interest -Related Party
   
Total
 
Balance, December 31, 2014
    1,000     $ --       4,188,956     $ 4,000     $ 42,114,000     $ (11,565,000 )   $ 1,719,000     $ 32,272,000  
                                                                 
Issuance of common stock – purchase, net of commissions of $1,472,000
    --       --       6,004,350       6,000       52,414,000       --       --       52,420,000  
                                                                 
Distributions - DRIP
    --       --       91,735       --       --       --       --       --  
                                                                 
Distributions - cash
    --       --       --       --       (1,909,000 )     --       --       (1,909,000 )
                                                                 
Distributions to noncontrolling interest
                                                    (29,000 )     (29,000 )
                                                                 
Redeemed shares
    --       --       (15,306 )     --       (134,000 )     --       --       (134,000 )
                                                                 
Net income (loss)
    --       --       --       --       --       (1,604,000 )     136,000       (1,468,000 )
                                                                 
Balance, September 30, 2015
    1,000     $ --       10,269,735     $ 10,000     $ 92,485,000     $ (13,169,000 )   $ 1,826,000     $ 81,152,000  
 


 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
-3-

 
 
MVP REIT, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

   
For the Nine Months Ended September 30,
 
   
2015
   
2014
 
Cash flows from operating activities:
           
Net loss
  $ (1,468,000 )   $ (1,470,000 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
               
Depreciation and amortization expense
    518,000       156,000  
Acquisition expense related to asset transfer
    --       1,336,000  
Gain on sale of investment in real estate
            (70,000 )
Income from investment in cost method investee
    --       6,000  
Change in operating assets and liabilities:
               
Restricted cash
    (860,000 )     --  
Accounts receivable
    --       12,000  
Prepaid expenses
    83,000       (2,000 )
Deferred rental assets
    (150,000 )     (17,000 )
Other assets
    (13,000 )     186,000  
Capitalized loan fees
    (120,000 )     3,000  
Security deposits
    211,000       --  
Assets held for sale, net
    (405,000 )     (255,000 )
Due to related parties
    (10,000 )     (1,611,000 )
Accounts payable and accrued liabilities
    473,000       1,000  
Net cash used in operating activities
    (1,741,000 )     (1,725,000 )
Cash flows from investing activities:
               
Investment in real estate
    (32,024,000 )     --  
Proceeds from sale of investment in real estate and fixed assets
    --       10,358,000  
Payment of deposits
    (2,560,000 )     (1,140,000 )
Building improvements
    (159,000 )     --  
Proceeds from loan to equity method investee
    --       474,000  
Proceeds received through asset transfer transaction
    --       1,291,000  
Proceeds from loan to cost method invest
    --       209,000  
Proceeds from sale of Red Mountain
    5,426,000       --  
Building improvements on assets held for sale
    --       (328,000 )
Net cash provided by (used in) investing activities
    (29,317,000 )     10,864,000  
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
-4-

 
 
MVP REIT, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS CONTINUED
(Unaudited)
Cash flows from financing activities:
           
Proceeds from issuance of common stock, net commissions
    52,420,000       6,000,000  
Proceeds from promissory note
    3,656,000       86,000  
Proceeds from promissory note on assets held for sale
    --       16,968,000  
Capital contribution from noncontrolling interest – related party on asset held for sale
    --       3,000,000  
Distribution to non – controlling interest
    (29,000 )     --  
Payments on notes payable
    (550,000 )     (248,000 )
Payments on notes payable held for sale
    (2,643,000 )     (21,118,000 )
Redeemed shares
    (134,000 )     (10,000 )
Payments on notes payable – related party
    --       (900,000 )
Stockholders’ distributions
    (1,909,000 )     (1,265,000 )
Net cash provided by financing activities
    50,811,000       2,513,000  
NET CHANGE IN CASH
    19,753,000       11,652,000  
Cash and cash equivalents, beginning of period
    13,812,000       1,545,000  
Cash and cash equivalents, end of period
  $ 33,565,000     $ 13,197,000  
                 
Supplemental disclosures of cash flows information:
               
   Interest paid
  $ 935,000     $ 237,000  
Non-cash investing and financing activities:
               
Distributions – DRIP
  $ 413,000     $ 185,000  
Capitalized loan fees related to promissory note
  $ 16,000     $ --  
Reduction of debt by Advisor and related party recognized as a contribution
  $ --     $ 595,000  
Shares issued for contingent acquisition liability
  $ --     $ 100,000  
Debt assumed in acquisitions
  $ 12,180,000     $ --  
 
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
-5-

 

MVP REIT, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015
(Unaudited)

Note A — Organization, Proposed Business Operations and Capitalization

Organization and Business

MVP REIT, Inc. (the “Company” or “MVP”) was incorporated on April 3, 2012 as a Maryland corporation, and has elected to be taxed, and operates in a manner that will allow the Company to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2013.  Pursuant to its initial public offering, which closed in September 2015, the Company received net consideration of approximately $92.5 million for the issuance and sale of its common stock.  Of this amount, approximately $19.5 million of shares were issued in consideration of the contribution of commercial properties to the Company.  The Company has also registered up to $50 million for the issuance of common stock pursuant to a distribution reinvestment plan (the “DRIP”) under which common stockholders may elect to have their distributions reinvested in additional shares of common stock.

The Company operates as a real estate investment trust (“REIT”).  The Company is not a mutual fund or an investment company within the meaning of the Investment Company Act of 1940, nor is the Company subject to any regulation thereunder.  As a REIT, the Company is required to have a December 31 fiscal year end.  Among other requirements, REITs are required to satisfy certain gross income and asset tests, which may affect the composition of assets the Company acquires with the proceeds from its public offering. In addition, REITs are required to distribute to stockholders at least 90% of their annual REIT taxable income (computed without regard to the dividends paid deduction and excluding net capital gain).

The Company’s investment strategy was originally to invest available net proceeds from its Offering in direct investments in real property and real estate secured loans (including first and second mortgage loans, mezzanine loans, bridge loans, convertible mortgages, variable interest rate real estate secured loans where a portion of the return is dependent upon performance-based metrics and other loans related to real estate) that meet the Company’s investment objectives and strategies. In March 2014, the Company’s board of directors approved a plan to increase the focus of the Company’s investment strategy on parking and self-storage facilities located throughout the United States as the Company’s core assets.  As part of this strategy, the Company exchanged office properties with affiliated entities to exchange all of its ownership interests in certain non-core assets (consisting of four office buildings) for all of the affiliated entities’ ownership interests in five parking facilities and one self-storage facility. The property exchanges were consummated on April 30, 2014.

In June 2014, the Company’s board decided to further focus its efforts primarily on parking facilities.  Additionally, during July and August, 2014, the Company sold its membership interest in the two remaining office buildings producing net rental income owned by the Company to Vestin Realty Mortgage I, Inc., a Maryland corporation and Nasdaq-listed company (“VRM I”) and Vestin Realty Mortgage II, Inc., a Maryland corporation and Nasdaq-listed company (“VRM II”).  Please see “Note B – Acquisitions” to the financial statements included in this Quarterly Report for more information regarding the property exchanges. The Company may, from time to time, invest in non-core assets, including investments in companies that manage real estate or mortgage investment companies; however, the Company has agreed that no more than 25% of the gross proceeds from the Offering will be used to invest in real properties other than parking facilities.

On October 3, 2012, the Company confirmed that its board of directors had approved a plan for payment of initial monthly cash distributions of $0.045 per share. On January 25, 2013, the Company issued a press release announcing that its board of directors had approved an increase in its monthly distribution rate on its common shares to an annualized distribution rate of 6.2 percent, or $0.558 per share annually or $0.0465 monthly, assuming a purchase price of $9.00 per share. The distribution, previously 6 percent, increased beginning with the January 2013 distribution, paid to stockholders of record as of January 24, 2013 on February 10, 2013.  On June 4, 2013, the Company issued a press release announcing that its board of directors has approved an increase in its monthly distribution rate on its common shares to an annualized distribution rate of 6.7 percent, assuming a purchase price of $9.00 per share or $0.05025 monthly.  The Company anticipates paying future distributions monthly in arrears, with a record date on the 24th of each month and distributions paid on the 10th day of the following month (or the next business day if the 10th is not a business day).

 
As of September 30, 2015, the Company has paid approximately $5.4 million in distributions including approximately $1.2 million in DRIP distributions to the Company’s stockholders, all of which have been paid from offering proceeds and constituted a return of capital.  The Company may pay distributions from sources other than cash flow from operations, including proceeds from the Offering, the sale of assets, or borrowings.  The Company has no limits on the amounts it may pay from such sources. If the Company continues to pay distributions from sources other than cash flow from operations, the funds available to the Company for investments would be reduced and the share value may be diluted.

The Company’s sponsor is MVP Capital Partners, LLC (“MVPCP” or the “Sponsor”), an entity owned and managed by Michael V. Shustek, the Company’s Chairman and Chief Executive Officer.  The Company’s advisor is MVP Realty Advisors, LLC (the “Advisor”).  VRM II owns 60% of the Advisor, and the remaining 40% is owned by VRM I.  Michael Shustek owns a significant majority of Vestin Mortgage, LLC, a Nevada limited liability company, which is the manager of VRM I, VRM II and Vestin Fund III (“VF III”). The Advisor is responsible for managing the Company’s affairs on a day-to-day basis and for identifying and making investments on the Company’s behalf pursuant to an advisory agreement between the Company and the Advisor (the “Advisory Agreement”).

The Company is the sole member of its operating limited liability company, MVP Real Estate Holdings, LLC, a Nevada limited liability company (“REH”). Substantially all of the Company’s business is conducted through our wholly owned subsidiary REH. The operating agreement provides that REH is operated in a manner that enables the Company to (1) satisfy the requirements for being classified as a REIT for tax purposes, (2) avoid any federal income or excise tax liability, and (3) ensure that REH is not classified as a “publicly traded partnership” for purposes of Section 7704 of the Internal Revenue Code, which classification could result in REH being taxed as a corporation, rather than as a partnership.

Capitalization

As of September 30, 2015 the Company had 10,269,735 shares of common stock issued and outstanding and 1,000 shares of non-voting, non-participating convertible stock, $0.001 par value, issued and outstanding (the “Convertible Stock”).

Upon formation, the Company sold 22,222 shares of common stock to the Sponsor for $200,000.  In addition, upon the commencement of our offering, we issued 1,000 shares of the Convertible Stock to our advisor.  After giving effect to the release of waivers and waiver agreements executed in August and September of 2014, all of which were previously disclosed in Form 8-Ks and prospectus supplements, the Convertible Stock will convert into shares of our common stock representing 3.50% of the outstanding shares of our common stock immediately preceding the conversion if and when:

                   (a) the Company has made total distributions on the then outstanding common shares equal to the invested capital attributable to those shares plus a 6.00% cumulative, non-compounded, annual pre-tax return on such invested capital; or
 
(b) (i) the Company lists its common shares for trading on a national securities exchange and (ii) (x) the sum of the aggregate market value of the issued and outstanding common shares plus the aggregate amount of all distributions on the Company’s common shares exceeds (y) the sum of the aggregate capital contributed by investors (less any capital returned in the form of distributions) plus an amount equal to a 6% cumulative, pre-tax non-compounded annual return to investors; or

(c) the advisory agreement is terminated or not renewed, but only if at the time of such termination or non-renewal, the requirements for conversion set forth in either of the immediately preceding clause (a) or (b) also shall have been satisfied.

For purposes of such calculation, the market value of our outstanding common stock will be calculated based on the average market value of the shares of common stock issued and outstanding at listing over the 30 trading days beginning 180 days after the shares are first listed for trading on a national securities exchange.

As of September 30, 2015 the Company has received net consideration of approximately $92.5 million for the issuance of its common stock in connection with the offering.  Approximately $19.5 million was a non-cash transaction recorded as part of our acquisitions of properties which are no longer part of our portfolio.

 
Pursuant to the DRIP, stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving distributions. No dealer manager fees or selling commissions are paid with respect to shares purchased pursuant to the DRIP. Participants purchasing shares pursuant to the DRIP have the same rights and are treated in the same manner as if such shares were issued pursuant to the Offering. The board of directors may designate that certain cash or other distributions be excluded from the DRIP. The Company has the right to amend any aspect of the DRIP or terminate the DRIP with ten days’ notice to participants. Shares issued under the DRIP are recorded to equity in the accompanying balance sheets in the period distributions are declared.  An investor’s participation in the DRIP will terminate automatically if the Company dishonors, or partially dishonors, any requests by such investor to redeem shares of its common stock in accordance with the Company’s share repurchase program.  As of September 30, 2015, 132,245 common shares have been issued under the DRIP.

In addition, the Company has a Share Repurchase Program (“SRP”) that may provide stockholders who generally have held their shares for at least one year an opportunity to sell their shares to the Company, subject to certain restrictions and limitations.  Prior to the date that the Company establishes an estimated value per share of common stock, the purchase price will be 97.5% of the purchase price paid for the shares, if redeemed at any time between the first and third anniversaries of the purchase date, and 100% of the purchase price paid if redeemed after the third anniversary.  After the Company establishes an estimated value per share of common stock, the Company will repurchase shares at 100% of the estimated value per share, as determined by its board of directors and disclosed in the annual report publicly filed with the SEC.

The number of shares to be repurchased during a calendar quarter is limited to the lesser of: (i) 2.0% of the number of shares of common stock outstanding on December 31 of the prior calendar year, and (ii) those repurchases that can be funded from the net proceeds of the sale of shares under the DRIP in the prior calendar year.  The board of directors may also limit the amounts available for repurchase at any time at its sole discretion. The SRP will terminate if the shares of common stock are listed on a national securities exchange.  Effective as of December 14, 2014, the Company has amended the SRP to provide that it will agree to satisfy all repurchase requests made in connection with the death or disability (as defined in the Code) of a stockholder in accordance with the terms of the SRP within 15 days following the Company’s receipt of such repurchase request or as soon as practicable thereafter. Redemption requests other than those made in connection with the death or disability (as defined in the Code) of a stockholder will continue to be repurchased as of March 31, June 30, September 30 and December 31 of each year in accordance with the terms of the SRP.  As of September 30, 2015, 25,916 shares had been redeemed.  As of the date of this filing, the Company has received additional requests for repurchase of 16,469 which exceed the amount allowable for 2015 repurchase by $147,144.  April 2016 will be the next date shares are available for repurchase.

Note B — Summary of Significant Accounting Policies

Basis of Accounting

The accompanying unaudited condensed consolidated financial statements of the Company are prepared by management 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, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. These unaudited condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

The condensed consolidated balance sheet as of December 31, 2014 contained herein has been derived from the audited consolidated financial statements as of December 31, 2014, but do not include all disclosures required by GAAP.

 
Consolidation

The Company’s condensed consolidated financial statements include its accounts and the accounts of its subsidiaries, REH and all of the subsidiaries of REH: MVP MS Cedar Park 2012, LLC; MVP PF Ft. Lauderdale, LLC; MVP PF Memphis Court, LLC; MVP PF Memphis Poplar, LLC; MVP PF St. Louis, LLC; MVP PF Kansas City, LLC; MVP MS Red Mountain 2013, LLC; Mabley Place Garage; LLC, MVP Denver Sherman; LLC, MVP Fort Worth Taylor, LLC; MVP Milwaukee Old World, LLC; MVP St. Louis Convention Plaza, LLC; MVP Houston Saks Garage, LLC; MVP St. Louis Lucas, LLC, MVP Milwaukee Wells, LLC and MVP Wildwood NJ Lot, LLC, as well as the Company’s assets that were sold during 2014. All intercompany profits, balances and transactions are eliminated in consolidation.

Under accounting principles generally accepted in the United States of America (“GAAP”), the Company’s condensed consolidated financial statements will also include the accounts of its consolidated subsidiaries and joint ventures in which the Company is the primary beneficiary, or in which the Company has a controlling interest. In determining whether the Company has a controlling interest in a joint venture and the requirement to consolidate the accounts of that entity, the Company’s management considers factors such as an entity’s purpose and design and the Company’s ability to direct the activities of the entity that most significantly impacts the entity’s economic performance, ownership interest, board representation, management representation, authority to make decisions, and contractual and substantive participating rights of the partners/members as well as whether the entity is a variable interest entity in which it will absorb the majority of the entity’s expected losses, if they occur, or receive the majority of the expected residual returns, if they occur, or both.

Equity investments in which the Company exercises significant influence but does not control and is not the primary beneficiary are accounted for using the equity method. The Company's share of its equity method investees' earnings or losses is included in other income in the accompanying Consolidated Statements of Operations. Investments in which the Company is not able to exercise significant influence over the investee are accounted for under the cost method.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, and derivative financial instruments and hedging activities, as applicable.

Concentration

The company has approximately six tenants.  One tenant, Standard Parking + (“SP+”), consists of more than 10% of the Company’s rental revenue.  This tenant represents a concentration for the three and nine months ended September 30, 2015 and 2014.

Acquisitions

The Company records the acquired tangible and intangible assets and assumed liabilities of acquisitions of all operating properties and those development and redevelopment opportunities that meet the accounting criteria to be accounted for as business combinations at fair value at the acquisition date. The Company assesses and considers fair value based on estimated cash flow projections that utilize available market information and discount and/or capitalization rates that the Company deems appropriate. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. The acquired assets and assumed liabilities for an operating property acquisition generally include but are not limited to: land, buildings and improvements, construction in progress and identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market operating leases and ground leases, acquired in-place lease values and tenant relationships, if any.

The fair value of land is derived from comparable sales of land within the same submarket and/or region. The fair value of buildings and improvements, tenant improvements, and leasing costs are based upon current market replacement costs and other relevant market rate information.

 
The fair value of the above-market or below-market component of an acquired in-place operating lease is based upon the present value (calculated using a market discount rate) of the difference between (i) the contractual rents to be paid pursuant to the lease over its remaining non-cancellable lease term and (ii) management's estimate of the rents that would be paid using fair market rental rates and rent escalations at the date of acquisition measured over the remaining non-cancellable term of the lease for above-market operating leases and the initial non-cancellable term plus the term of any below-market fixed rate renewal options, if applicable, for below-market operating leases. The amounts recorded for above-market operating leases are included in deferred leasing costs and acquisition-related intangibles, net on the balance sheet and are amortized on a straight-line basis as a reduction of rental income over the remaining term of the applicable leases. The amounts recorded for below-market operating leases are included in deferred revenue and acquisition-related liabilities, net on the balance sheet and are amortized on a straight-line basis as an increase to rental income over the remaining term of the applicable leases plus the term of any below-market fixed rate renewal options, if applicable. Our below-market operating leases generally do not include fixed rate or below-market renewal options.

The fair value of acquired in-place leases is derived based on management's assessment of lost revenue and costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased. This fair value is based on a variety of considerations including, but not necessarily limited to: (1) the value associated with avoiding the cost of originating the acquired in-place leases; (2) the value associated with lost revenue related to tenant reimbursable operating costs estimated to be incurred during the assumed lease-up period; and (3) the value associated with lost rental revenue from existing leases during the assumed lease-up period. Factors considered by us in performing these analyses include an estimate of the carrying costs during the expected lease-up periods, current market conditions, and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses, and estimates of lost rental revenue during the expected lease-up periods based on current market demand at market rates.
 
In estimating costs to execute similar leases, the Company considers leasing commissions, legal and other related expenses. The amount recorded for acquired in-place leases is included in deferred leasing costs and acquisition-related intangibles, net on the balance sheet and amortized as an increase to depreciation and amortization expense over the remaining term of the applicable leases. If a lease were to be terminated or if termination were determined to be likely prior to its contractual expiration (for example resulting from bankruptcy), amortization of the related unamortized in-place lease intangible would be accelerated.

The determination of the fair value of any debt assumed in connection with a property acquisition is estimated by discounting the future cash flows using interest rates available for the issuance of debt with similar terms and remaining maturities.

The determination of the fair value of the acquired tangible and intangible assets and assumed liabilities of operating property acquisitions requires us to make significant judgments and assumptions about the numerous inputs discussed above. The use of different assumptions in these fair value calculations could significantly affect the reported amounts of the allocation of our acquisition related assets and liabilities and the related amortization and depreciation expense recorded for such assets and liabilities. In addition, because the value of above and below market leases are amortized as either a reduction or increase to rental income, respectively, our judgments for these intangibles could have a significant impact on our reported rental revenues and results of operations.

Costs directly associated with all operating property acquisitions and those development and redevelopment acquisitions that meet the accounting criteria to be accounted for as business combinations are expensed as incurred. During the three months ended September 30, 2015, the Company expensed approximately $75,000 of related party and $153,000 non-related party acquisition costs.  During the nine months ended September 30, 2015, the Company expensed approximately $1,856,000 of related party and $481,000 non-related party acquisition costs based on the level of our acquisition activity. Our acquisition expenses are directly related to our acquisition activity and if our acquisition activity was to increase or decrease, so would our acquisition costs. Costs directly associated with development acquisitions accounted for as asset acquisitions are capitalized as part of the cost of the acquisition. During the three and nine months ended September 30, 2015, the Company did not capitalize any such acquisition costs.

 
Impairment of Long Lived Assets

When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists, due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net income.

Derivative Instruments

The Company may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with its borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets. The principal objective of such agreements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions.

The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designed and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any changes in the fair value of these derivative instruments is recognized immediately in gains (losses) on derivative instruments in the consolidated statement of operations. If the derivative is designated and qualifies for hedge accounting treatment, the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) to the extent that it is effective. Any ineffective portion of a derivative’s change in fair value will be immediately recognized in earnings.

Cash

The Company maintains the majority of its cash balances in a national financial institution located in Las Vegas, Nevada.  The balances are insured by the Federal Deposit Insurance Corporation under the same ownership category up to at least $250,000. As of September 30, 2015 and December 31, 2014, the Company had approximately $32.4 million and approximately $13.3 million in excess of the federally-insured limits, respectively.

Restricted Cash

Restricted cash primarily consists of escrowed tenant improvement funds, real estate taxes, capital improvement funds, insurance premiums, and other amounts required to be escrowed pursuant to loan agreements.

 
Revenue Recognition

The Company’s revenues, which will be derived primarily from rental income, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. Since some of the Company’s leases will provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable, and include in revenues, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease.

The Company may recognize interest income from loans on an accrual basis over the expected terms of the loans using the effective interest method.  The Company may recognize fees, discounts, premiums, anticipated exit fees and direct cost over the terms of the loans as an adjustment to the yield.  The Company may recognize fees on commitments that expire unused at expiration.  The Company may recognize interest income from available-for-sale securities on an accrual basis over the life of the investment on a yield-to-maturity basis.

The Company will continually review receivables related to rent and unbilled rent receivables and determine collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, the Company will record an increase in the Company’s allowance for uncollectible accounts or record a direct write-off of the receivable in the Company’s consolidated statements of operations.

Advertising Costs

Advertising costs incurred in the normal course of operations are expensed as incurred.  During the three and nine months ended September 30, 2015 and 2014, the Company had no advertising costs.

Investments in Real Estate and Fixed Assets

Investments in real estate and fixed assets are stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which are primarily 3 to 40 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income (expense).

The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.

Investments in Real Estate Loans

Subject to the restrictions on related-party transactions set forth in the Company’s charter, the Company may, from time to time, acquire or sell investments in real estate loans from or to the advisor or other related parties without a premium.  The primary purpose is to either free up capital to provide liquidity for various reasons, such as loan diversification, or place excess capital in investments to maximize the use of our capital.  Selling or buying loans allows us to diversify our loan portfolio within these parameters.  Due to the short-term nature of the loans the Company makes and the similarity of interest rates in loans the Company normally would invest in, the fair value of a loan typically approximates its carrying value.  Accordingly, discounts or premiums typically do not apply upon sales of loans and therefore, generally no gain or loss is recorded on these transactions, regardless of whether to a related or unrelated party.


 
Investments in real estate loans are secured by deeds of trust or mortgages.  Generally, our real estate loans require interest only payments with a balloon payment of the principal at maturity.  The Company has both the intent and ability to hold real estate loans until maturity and therefore, real estate loans are classified and accounted for as held for investment and are carried at amortized cost.  Loans sold to or purchased from affiliates are accounted for at the principal balance and no gain or loss is recognized by us or any affiliate.  Loan-to-value ratios are initially based on appraisals obtained at the time of loan origination and are updated, when new appraisals are received or when management’s assessment of the value has changed, to reflect subsequent changes in value estimates.  Such appraisals are generally dated within 12 months of the date of loan origination and may be commissioned by the borrower.

The Company considers a loan to be impaired when, based upon current information and events, it believes it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement.  The Company’s impaired loans include troubled debt restructuring, and performing and non-performing loans in which full payment of principal or interest is not expected.  The Company calculates an allowance required for impaired loans based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or at the loan’s observable market price or the fair value of its collateral.

Loans that have been modified from their original terms are evaluated to determine if the loan meets the definition of a Troubled Debt Restructuring (“TDR”) as defined by ASC 310-40.  When the Company modifies the terms of an existing loan that is considered a TDR, it is considered performing as long as it is in compliance with the modified terms of the loan agreement.  If the modification calls for deferred interest, it is recorded as interest income as cash is collected.

Allowance for Loan Losses

The Company maintains an allowance for loan losses to the extent it makes investments in real estate loans for estimated credit impairment.  The Company’s estimate of losses is based on a number of factors including the types and dollar amounts of loans in the portfolio, adverse situations that may affect the borrower’s ability to repay, prevailing economic conditions and the underlying collateral securing the loan.  Additions to the allowance are provided through a charge to earnings and are based on an assessment of certain factors, which may indicate estimated losses on the loans.  Actual losses on loans are recorded first as a reduction to the allowance for loan losses.  Generally, subsequent recoveries of amounts previously charged off are recognized as income.

Estimating allowances for loan losses requires significant judgment about the underlying collateral, including liquidation value, condition of the collateral, competency and cooperation of the related borrower and specific legal issues that affect loan collections or taking possession of the property.  As a commercial real estate lender willing to invest in loans to borrowers who may not meet the credit standards of other financial institutional lenders, the default rate on our loans could be higher than those generally experienced in the real estate lending industry.  The Company and the Advisor generally approve loans more quickly than other real estate lenders and, due to our expedited underwriting process; there is a risk that the credit inquiry performed will not reveal all material facts pertaining to a borrower and the security.

Additional facts and circumstances may be discovered as the Company continues efforts in the collection and foreclosure processes.  This additional information often causes management to reassess its estimates. Circumstances that may cause significant changes in our estimated allowance include, but are not limited to:

 
·
Declines in real estate market conditions, which can cause a decrease in expected market value;
 
 
·
Discovery of undisclosed liens for community improvement bonds, easements and delinquent property taxes;
 
·
Lack of progress on real estate developments after the Company advances funds.  The Company customarily utilizes disbursement agents to monitor the progress of real estate developments and approve loan advances.  After further inspection of the related property, progress on construction occasionally does not substantiate an increase in value to support the related loan advances;
 
·
Unanticipated legal or business issues that may arise subsequent to loan origination or upon the sale of foreclosed property; and
 
·
Appraisals, which are only opinions of value at the time of the appraisal, may not accurately reflect the value of the property.


 
Organization, Offering and Related Costs

Certain organization, offering and related costs, including legal, accounting, printing, marketing expenses and the salaries and direct expenses of the employees of the Advisor and its affiliates, will be incurred by the Advisor on behalf of the Company. After the Company has reimbursed $100,000 of such costs, which has been paid to the Advisor, no additional reimbursements will be made unless the aggregate amount of such reimbursements does not exceed 0.75% of the gross offering proceeds as of the date of reimbursement.  Prior to the commencement of our operations, such offering costs had been deferred and such deferred offering costs have been amortized to expense as offering costs over the 12 month period commencing January 1, 2013 through December 31, 2013, on a straight-line basis.

Stock-Based Compensation

The Company has a stock-based incentive award plan, which is accounted for under the guidance for share based payments. The expense for such awards will be included in general and administrative expenses and is recognized over the vesting period or when the requirements for exercise of the award have been met (See Note F — Stock-Based Compensation).

Income Taxes

The Company has elected, and operates in a manner that will allow the Company, to qualify to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with the taxable year ended December 31, 2013. If the Company qualifies for taxation as a REIT, it generally will not be subject to federal corporate income tax to the extent it distributes all of its REIT taxable income to its stockholders, and so long as it distributes at least 90% of its REIT taxable income. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies to be taxed as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.

Per Share Data

The Company calculates basic earnings per share by dividing net income for the period by weighted-average shares of its common stock outstanding for a respective period.  Diluted earnings per share takes into account the effect of dilutive instruments, such as stock options and convertible stock, but uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted-average number of shares outstanding.  The Company had no outstanding common share equivalents during the nine months ended September 30, 2015.

In September 2012, upon the commencement of our offering, we issued 1,000 shares of convertible stock to our advisor.

After giving effect to the release of waivers and waiver agreements executed in August and September of 2014, all of which were previously disclosed in Form 8-Ks and prospectus supplements, the convertible stock will convert into shares of our common stock representing 3.50% of the outstanding shares of our common stock immediately preceding the conversion if and when:

(a) the Company has made total distributions on the then outstanding common shares equal to the invested capital attributable to those shares plus a 6.00% cumulative, non-compounded, annual pre-tax return on such invested capital; or

(b) (i) the Company lists its common shares for trading on a national securities exchange and (ii) (x) the sum of the aggregate market value of the issued and outstanding common shares plus the aggregate amount of all distributions on the Company’s common shares exceeds (y) the sum of the aggregate capital contributed by investors (less any capital returned in the form of distributions) plus an amount equal to a 6% cumulative, pre-tax non-compounded annual return to investors; or

(c) the advisory agreement is terminated or not renewed, but only if at the time of such termination or non-renewal, the requirements for conversion set forth in either of the immediately preceding clause (a) or (b) also shall have been satisfied.

For purposes of such calculation, the market value of our outstanding common stock will be calculated based on the average market value of the shares of common stock issued and outstanding at listing over the 30 trading days beginning 180 days after the shares are first listed for trading on a national securities exchange.

 
Reportable Segments

The Company is currently authorized to operate two reportable segments, investments in real estate loans and investments in real property.  As of September 30, 2015, the Company only operates in the investment in real property segment.

Reclassifications

Amounts listed in connection with assets held for sale (including liabilities related to assets held for sale), restricted cash and deposits in the 2014 condensed consolidated financial statements have been reclassified to conform to the September 30, 2015 presentation.

Accounting and Auditing Standards Applicable to “Emerging Growth Companies”

The Company is an “emerging growth company” under the recently enacted JOBS Act. For as long as the Company remains an “emerging growth company,” which may be up to five fiscal years, the Company is not required to (1) comply with any new or revised financial accounting standards that have different effective dates for public and private companies until those standards would otherwise apply to private companies, (2) provide an auditor’s attestation report on management’s assessment of the effectiveness of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (3) comply with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer or (4) comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise. The Company intends to take advantage of such extended transition period. Since the Company will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, the Company’s financial statements may not be comparable to the financial statements of companies that comply with public company effective dates. If the Company were to subsequently elect to instead comply with these public company effective dates, such election would be irrevocable pursuant to Section 107 of the JOBS Act.

Non-controlling Interests

The FASB issued authoritative guidance for non-controlling interests in December 2007, which establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. The guidance clarifies that a non-controlling interest in a subsidiary, which is sometimes referred to as an unconsolidated investment, is an ownership interest in the consolidated entity that should be reported as a component of equity in the consolidated financial statements. Among other requirements, the guidance requires consolidated net income to be reported at amounts attributable to both the parent and the non-controlling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the non-controlling interest.

Note C — Commitments and Contingencies

Litigation

In the ordinary course of business, the Company may become subject to litigation or claims. There are no material legal proceedings pending or known to be contemplated against the Company.

Environmental Matters

In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters.  During the Company’s due diligence of a property located in Milwaukee it was discovered that the soil and ground water at the subject property had been impacted by the site’s historical use as a printing press as well as neighboring property uses. As a result, the company has retained a local environmental engineer to seek a closure letter or similar certificate of no further action from the State of Wisconsin due to the Company’s use of the property as a parking lot. As of September 30, 2015 management does not anticipate a material adverse effect related to this environmental matter.  Please see Note I Acquisitions for further information regarding the acquisition of the Milwaukee property.  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.

 
Note D – Investments in Real Estate

As of September 30, 2015, the company has the following Investments in Real Estate:
Property
Location
Date Acquired
Property Type
 
Investment Amount
 
Size / Acreage
 
# Spaces / Units
   
Retail /Office Square Ft.
   
% of Portfolio **
 
Ft. Lauderdale
208 SE 6th St, Ft Lauderdale, FL
7/31/2013
Parking Lot / Office Bldg.
  $ 3,400,000  
.75 acre
    66       4,061       4.94 %
Memphis Court
216 Court St, Memphis, TN
8/28/2013
Parking Lot
  $ 190,000  
.41 acre
    37       N/A       0.28 %
Memphis Poplar
212 Poplar Ave, Memphis, TN
8/28/2013
Parking Lot
  $ 2,685,000  
.86 acre
    125       N/A       3.87 %
Kansas City
1130 Holmes St, Kansas City, MO
8/28/2013
Parking Lot
  $ 1,550,000  
1.18 acres
    164       N/A       2.25 %
St. Louis
1300 Spruce St, St. Louis, MO
9/4/2013
Parking Lot
  $ 4,125,000  
1.22 acres
    179       N/A       2.33 %
Mabley Place *
400 Race Street, Cincinnati, OH
12/9/2014
Parking Facility
  $ 15,000,000  
.91 acre
    775       8,400       21.81 %
Denver Sherman
1963 Sherman Street, Denver, CO
1/26/2015
Parking Lot
  $ 585,000  
.14 acre
    28       N/A       0.85 %
Ft. Worth
814 Taylor Street, Fort Worth, Texas
3/16/2015
Parking Facility
  $ 23,336,000  
1.18 acres
    1,013       11,828       34.17 %
Milwaukee Old World
822 N. Old World Third Street, Milwaukee, WI
3/31/2015
Parking Lot
  $ 1,000,000  
.27 acre
    54       N/A       1.45 %
St. Louis Convention
1010 Convention Plaza , St. Louis, MO
5/31/2015
Parking Lot
  $ 2,575,000  
1.26 acres
    221       N/A       3.74 %
Houston Saks Garage
611 Fannin Street, Houston, Tx
5/28/2015
Parking Facility
  $ 8,375,000  
.36 acre
    265       5,000       12.18 %
St. Louis Lucas
Lucas Ave, St. Louis, MO
6/29/2015
Parking Lot
  $ 3,463,000  
1.07 acres
    217       N/A       5.04 %
Milwaukee Wells
215  W. Wells Street, Milwaukee, WI
6/30/2015
Parking Lot
  $ 3,900,000  
.95 acre
    100       N/A       5.67 %
Wildwood NJ Lot
400 East Magnolia Ave, Wildwood, NJ
7/10/2015
Parking Lot
  $ 970,000  
.29 acre
    29       N/A       1.41 %

*MVP REIT owns 70%, MVP REIT Owns 100% in all other properties.
** Based on investment amount.

 
Property
Location
 
Zoning
 
Height Restriction
Parking Tenant
Lease Commencement Date
Lease Term
Ft. Lauderdale
208 SE 6th St, Ft Lauderdale, FL
 
RAC-CC
 
150 Feet
SP+
02/01/2014
5 yr. w/2 5 yr. ext.
Memphis Court
216 Court St, Memphis, TN
 
CBD
 
Unlimited
SP+
03/14/2012
2 Years remaining
Memphis Poplar
212 Poplar Ave, Memphis, TN
 
CBD
 
Unlimited
Best Park
03/01/2014
5 yr. w/2   5 yr. ext.
Kansas City
1130 Holmes St, Kansas City, MO
    B4-5  
Unlimited
SP+
03/14/2012
15 Years
St. Louis
1300 Spruce St, St. Louis, MO
 
I (CBD)
 
200 Feet
SP+
12/01/2013
5 yr. w/2   5 yr. ext.
Mabley Place
400 Race Street, Cincinnati, OH
 
DD-A
 
510 Feet
SP+
12/09/2014 
10 Years
Denver Sherman
1963 Sherman Street, Denver, CO
 
CMX-16
 
200 Feet
Denver SD
07/01/2014
10 Years w/1  5 yr. ext.
Ft. Worth
814 Taylor Street, Fort Worth, Texas
 
CBD-H
 
Unlimited
SP+
03/16/2015
10 Years
Milwaukee Old World
822 N. Old World Third Street, Milwaukee, WI
    C9-E  
40 Feet
SP+
03/31/2015
5 yr. w/1   5 yr. ext.
St. Louis Convention
1010 Convention Plaza, St. Louis, MO
 
I (CBD)
 
200 Feet
SP+
05/13/2015
5 yr. w/1   5 yr. ext.
Houston Saks Garage
611 Fannin Street, Houston, Tx
    N/A  
Unlimited
iPark
05/28/2015
10 yr. w/1  5 yr. ext.
St. Louis Lucas
Lucas Ave, St. Louis, MO
 
I (CBD)
 
200 Feet
SP+
06/29/2015
5 yr. w/1   5 yr. ext.
Milwaukee Wells
215  W. Wells Street, Milwaukee, WI
    C9-E  
40 Feet
SP+
06/30/2015
10 Years
Wildwood NJ Lot *
400 East Magnolia Ave, Wildwood, NJ
    T/E  
35 feet
N/A
 
N/A

*Operated pursuant to management agreement with SP+

Note E — Related Party Transactions and Arrangements

The transactions described in this Note were approved by a majority of the Company’s board of directors (including a majority of the independent directors) not otherwise interested in such transaction as fair and reasonable to the Company and on terms and conditions no less favorable to the Company than those available from unaffiliated third parties.

Accounting services

During the three months ended September 30, 2015, and 2014, Accounting Solutions, an entity owned by Ms. Gress, the Company’s Chief Financial Officer (“CFO”), received fees of approximately $5,000  for accounting services.  During the nine months ended September 30, 2015, and 2014, Accounting Solutions, an entity owned by Ms. Gress, the Company’s Chief Financial Officer (“CFO”), received fees of approximately $15,000 and $12,000, respectively, for accounting services.

The Company has an accounting services agreement with Strategix Solutions, LLC (“Strategix Solutions”), a Nevada limited liability company owned by Ms. Gress, the Company’s CFO, for the provision of accounting and financial reporting services.  Strategix Solutions also provides accounting and financial reporting services to VRM I, VRM II and Fund III.  Our CFO and other members of our accounting staff are employees of Strategix Solutions.  As used herein, “management” means our manager, its executive officers and the individuals at Strategix Solutions who perform accounting and financial reporting services on our behalf.  During the three and nine months ended September 30, 2015 Strategix Solutions received fees of approximately $56,000 and $96,000, respectively. There were no such fees in 2014.

 
Commissions Paid

During the three and nine months ended September 30, 2015, JNL Parking, a brokerage and consulting company specializing in the parking industry and co-founded by the Company’s Chief Investment Officer and Chief Technology Officer, earned fees of approximately $0.2 million and $0.4 million, respectively, for 1% commission on purchases.

Ownership of Company Stock

As of September 30, 2015, the Sponsor owned 22,222 shares of the Company’s outstanding common stock, VRM I owned 69,898 shares of the Company’s outstanding common stock, VF III owned 34,297 shares of the Company’s outstanding common stock, JNL Parking owned 40,498 shares of the Company’s outstanding common stock and the Advisor owned 1,000 shares of the Convertible Stock.  See “Capitalization” under Note AOrganization, Proposed Business Operations and Capitalization” for further information, including a description of the terms of the Convertible Stock.

Ownership of Interests of Advisor

During April 2012, VRM II contributed $1,000 for a 40% interest in the Advisor. Mr. Shustek, through a wholly owned company named MVP Capital Partners, LLC (the “Sponsor”), and contributed $1,500 for a 60% interest in the Advisor.  As of June 30, 2013, VRM II and the Sponsor had loaned approximately $3.6 million and approximately $1.2 million, respectively, to the Advisor for purposes of funding the Company’s operations.  On June 30, 2013, the Sponsor decided to forgive the full amount of its $1.2 million loan. VRM II has not forgiven the balance due from the Advisor.  However the decision by the Sponsor to forgive the full amount of its loans created uncertainty as to when VRM II will be repaid the amounts loaned to the Advisor. Based on this uncertainty, VRM II determined to treat as fully impaired the balance of this note receivable.

In December 2013, VRM II and the Sponsor entered into a membership interest transfer agreement, dated as of December 19, 2013, pursuant to which VRM II has acquired from the Seller an additional 20% of the membership interests of the Advisor. Concurrently therewith, the Sponsor and VRM I entered into a separate membership interest transfer agreement pursuant to which VRM I acquired the remaining 40% interest in the Advisor from the Sponsor.  As a result, VRM II and VRM I now own 60% and 40%, respectively, of the aggregate membership interests of the Advisor.  As of September 30, 2015, VRM I and VRM II had notes receivable from the Advisor of approximately $4.2 million and $12.3 million, respectively, which amount has been fully impaired. The Advisor’s ability to repay the sums due VRM I and VRM II will likely depend upon the success of the Company’s ability to successfully deploy the offering proceeds.

Pursuant to the transfer agreements entered into in December 2013, neither VRM I nor VRM II paid any up-front consideration for the acquired interests, but each will be responsible for its proportionate share of future expenses of the Advisor. In recognition of the Sponsor’s substantial investment in the Advisor for which the Sponsor received no up-front consideration, the transfer agreements and the amended operating agreement of the Advisor further provide that once VRM I and VRM II have been repaid in full for any capital contributions to the Advisor or for any expenses advanced on the Advisor’s behalf (“Capital Investment”), and once they have received an annualized return on their Capital Investment of 7.5%, then the Sponsor will receive one-third of the net profits of the Advisor.

Fees and Expenses Paid in Connection with the Offering

Broker Dealers received 3.00% of the gross offering proceeds sold in the Offering, subject to reductions based on volume and for certain categories of purchasers. No selling commissions are payable on shares sold under the distribution reinvestment plan.  Additionally, the Sponsor or its affiliates (other than MVP REIT, Inc.) paid up to an additional 5.25% of the gross offering proceeds for third party broker dealer commissions and due diligence expenses.

On July 16, 2012 the Company signed a selling agreement which appointed MVP American Securities (“MVP AS”), formerly known as Ashton Garnett Securities, LLC , an entity indirectly owned by our CEO, to act as one of the selling agents for the Offering.  For the nine months ended September 30, 2015 and 2014 MVP AS did not earn selling commissions.

 
Certain organizational, offering and related costs will be incurred by the Advisor on behalf of the Company. After the Company has reimbursed $100,000 of such costs, which amount has been paid to the Advisor, no additional reimbursements will be made unless the aggregate amount of such reimbursements does not exceed 0.75% of the gross offering proceeds as of the date of reimbursement. Such reimbursable costs may include legal, accounting, printing and other offering expenses, including marketing, salaries and direct expenses of the Advisor’s employees and employees of the Advisor’s affiliates and others. Such reimbursable costs do not include any broker-dealer commissions paid by the Advisor in excess of the 3.00% paid by the Company, including any sponsor commissions or sponsor due diligence fees.  Any reimbursement of the Advisor will not exceed actual expenses incurred by the Advisor. On November 1, 2013, the advisor forgave the reimbursement of the full amount of offering costs incurred.

Fees and Expenses Paid in Connection With the Operations of the Company

The Company has no paid employees. The Company has retained the Advisor to manage its affairs on a day-to-day basis. Pursuant to an amendment of the advisory agreement effective November 21, 2013, the Company will reimburse, no less than monthly, the Advisor for audit, accounting and legal fees, and other fees for professional services provided by third parties relating to the operations of the Company and all such fees incurred at the request, or on behalf of, the Board or any committee of the Board; provided, however, that the Advisor shall not be entitled to reimbursement by the Company for any personnel or related employment costs incurred by the Advisor or its affiliates in performing the services, including but not limited to salary and benefits of employees and overhead, until the first anniversary of (i) the listing of the Company’s shares on a national securities exchange or (ii) a merger, a sale of all or substantially all of the Company’s assets or another liquidity event transaction approved by the Company’s board.  As of September 30, 2015, the aggregate amount of expense reimbursements waived by the Advisor was approximately $6.9 million.

The Advisor must reimburse the Company at least quarterly for reimbursements paid to the Advisor in any four consecutive fiscal quarters to the extent that such reimbursements to the Advisor cause the Company’s total operating expenses to exceed the greater of (1) 2% of our average invested assets, which generally consists of the average book value of the Company’s real properties before deducting depreciation, bad debts or other non-cash reserves and the average book value of securities, or (2) 25% of the Company’s net income, which is defined as the Company’s total revenues less total expenses for any given period excluding reserves for depreciation, bad debts or other similar non-cash reserves, unless the independent directors have determined that such excess expenses were justified based on unusual and non-recurring factors. The Advisor does not currently owe any amounts to the Company under this provision. As the Company commences the reimbursement of the expenses to the Advisor, the Company will verify that such reimbursements do not exceed the limits identified above or, in the event of any excessive payments, will obtain reimbursements from the Advisor.

The Advisor or its affiliates will receive an acquisition fee of 3.0% of the purchase price of any real estate or loan acquired at a discount, provided, however, the Company will not pay any fees when acquiring loans from its affiliates.  During the three and nine months ended September 30, 2015 MVP REIT paid approximately $0.4 million and $1.8 million, respectively, in acquisition fees to the Advisor.  During the nine months ended September 30, 2014 no acquisition fees were earned.  As of September 30, 2015, the Company had a balance of approximately $1,000 payable to the Advisor for fees earned by the Advisor.  During the three and nine months ended September 30, 2015, JNL Parking earned fees of approximately $0.2 million and $0.4 million, respectively, for 1% commission on purchases.

The Advisor or its affiliates will be reimbursed for actual expenses paid or incurred in connection with the selection or acquisition of an investment, whether or not the Company ultimately acquires the investment. The Company may recoup all or a portion of these expenses from the borrower in connection with each investment.

The Advisor or its affiliates is entitled to receive a monthly asset management fee at an annual rate equal to 0.85% of the fair market value of (i) all assets then held by the Company or (ii) the Company’s proportionate share thereof in the case of an investment made through a joint venture or other co-ownership arrangement, excluding (only for clause (ii)) debt financing obtained by the Company or made available to the Company. The fair market value of real property shall be based on annual “AS-IS”, “WHERE-IS” appraisals, and the fair market value of real estate-related secured loans shall be equal to the face value of the such loan, unless it is non-performing, in which case the fair market value shall be equal to the book value of such loan. The asset management fee will be reduced to 0.75% if the Company is listed on a national securities exchange.  Asset management fees for the three months ended September 30, 2015 and 2014 were approximately $146,000 and $68,000, respectively.  Asset management fees for the nine months ended September 30, 2015 and 2014 were approximately $324,000 and $304,000, respectively.

 
Notwithstanding the foregoing, no asset management fee will be paid or payable with respect to any mortgage assets held by us at this time.  We will not pay any asset management fee on any of our mortgage assets unless we restructure our mortgage program in a manner consistent with the NASAA Mortgage Program Guidelines that would permit us to pay an asset management fee on our mortgage assets, including making available 84% of our capital contribution to invest in mortgages assets.  We have no present intention to revise our investment strategy in a manner that would permit such payment under the NASAA Mortgage Program Guidelines, but may elect to do so in the future.  If we do make such an election to restructure our mortgage program, then, subject to satisfaction of the requirements of the NASAA Mortgage Program Guidelines, we may pay our advisor or its affiliates an annual asset-based fee equal to 0.75% of the “Base Amount” (as defined in the NASAA Mortgage Program Guidelines) of the capital contributions, if any, committed to investments in mortgages and 0.5% of the capital contributions temporarily held while awaiting investments in mortgages, in addition to any other fees and compensation that is allowed under the NASAA Mortgage Program Guidelines.

The advisory agreement currently provides for payment to our advisor of a monthly market-based fee for property management services of up to 6.00% of the gross revenues generated by our properties. The Advisor has irrevocably waived its rights to receive a property management fee with respect to any real property owned that are subject to triple net leases. As a result of this waiver, no property management fee will be paid on any real property owned that are subject to triple net leases pursuant to which the tenants pay all or a majority of all real estate taxes, building insurance, and maintenance expenses.

The Advisor or its affiliates is entitled to receive a monthly debt financing fee at an annual rate equal to 0.25% of the aggregate debt financing obtained by the Company or made available to the Company, such as mortgage debt, lines of credit, and other term indebtedness, including refinancings.  In the case of a joint venture, the Company pays this fee only on the Company’s pro rata share.  Debt financing fees for the three months ended September 30, 2015 and 2014 were approximately $18,000, and $10,000, respectively.  Debt financing fees for the nine months ended September 30, 2015 and 2014 were approximately $48,000, and $22,000, respectively.

Disposition Fee

For substantial assistance in connection with the sale of real property, as determined by the independent directors, the Company will pay the Advisor or its affiliate the lesser of (i) 3.00% of the contract sale price of the real property sold or (ii) 50% of the customary commission which would be paid to a third-party broker for the sale of a comparable property. The amount paid, when added to the sums paid to unaffiliated parties, may not exceed either the customary commission or an amount equal to 6.00% of the contract sales price. The disposition fee will be paid concurrently with the closing of any such disposition of all or any portion of any real property. The Company will not pay a disposition fee upon the maturity, prepayment, workout, modification or extension of a loan or other debt-related investment; provided, however, that the Advisor or its affiliates may receive an exit fee or a prepayment penalty paid by the borrower. If the Company takes ownership of a property as a result of a workout or foreclosure of a loan, the Company will pay a disposition fee upon the sale of such real property equal to 3.00% of the sales price.  With respect to real property held in a joint venture, the foregoing commission will be reduced to a percentage reflecting the Company’s economic interest in the joint venture.  There were no disposition fees earned by the Advisor for the nine months ended September 30, 2015 and 2014.

Fees and Expense Reimbursements Payable by Borrowers and Other Third Parties

The Company or its affiliates may be entitled to late fees, loan servicing fees, loan extension and loan modification fees and other fees and expense reimbursement payable by borrowers and other third parties.

Note F —Dependency

The Company has no employees and is dependent on the Advisor and the Selling Agents for certain services that are essential to the Company, including the sale of the Company’s shares of common stock in the Offering, asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting services and investor relations.

 
In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.  In this regard, the Company notes that the Advisor has agreed to waive certain fees and expenses it otherwise would be entitled to under the Advisory Agreement as further described under “Note E – Related Party Transactions and Arrangements – Fees and Expenses Paid in Connection With the Operations of the Company” to the financial statements included in this Quarterly Report. If the Company is required to find an alternative advisor, the Company may not be able to find an alternative advisor who would be willing to continue to waive such fees and expenses.  As a result, the Company may have to incur additional costs and expenses if it is required to replace the Advisor or other agents that are providing services to the Company.

Note G — Stock-Based Compensation

Equity Incentive Plan

The Company has adopted an equity incentive plan.  The equity incentive plan offers certain 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 has no current intention to issue any awards under the equity incentive plan but may do so in the future in order to attract and retain qualified directors, officers, employees, and consultants.

The equity incentive plan authorizes the granting of restricted stock, stock options, stock appreciation rights, restricted or deferred stock units, performance awards, dividend equivalents, other stock-based awards and cash-based awards to directors, employees and consultants of the Company selected by the board of directors for participation in the equity incentive plan. Stock options granted under the equity 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. Any stock options and stock appreciation rights granted under the equity incentive plan will have an exercise price or base price that is not less than the fair market value of the Company’s common stock on the date of grant.

The board of directors, or the compensation committee of the board of directors, will administer the equity 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 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 the Company’s charter. Unless otherwise determined by the board of directors, no award granted under the equity incentive plan will be transferable except through the laws of descent and distribution.

The Company has authorized and reserved an aggregate maximum of 300,000 shares for issuance under the equity incentive plan. In the event of a transaction between the Company and its stockholders that causes the per-share value of 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 equity incentive plan will be adjusted proportionately, and the board of directors must make such adjustments to the equity 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 equity 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.

 
Unless otherwise provided in an award certificate or any special plan document governing an award, in the event of a corporate transaction (as defined in the Company’s equity incentive plan), if any award issued under the Company’s equity incentive plan is not assumed or replaced as part of the corporate transaction, then such portion of the award shall automatically become fully vested and exercisable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at fair market value) immediately prior to the effective date of such corporation transaction, so long as the grantee’s continuous service has not terminated prior to such date. Unless otherwise provided in an award certificate or any special plan document governing an award, in the event of a change in control, each outstanding award issued automatically shall become fully vested and exercisable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at fair market value), immediately prior to the effective date of such change in control, provided that the grantee’s continuous service has not terminated prior to such date. Under the equity incentive plan, a “corporate transaction” is defined to include (i) a merger or consolidation in which the Company is not the surviving entity; (ii) the sale of all or substantially all of the Company’s assets; (iii) the Company’s complete liquidation or dissolution; and (iv) acquisitions by any person of beneficial ownership of securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities (but excluding any transactions determined by our administrator not to constitute a “corporate transaction”). Under the equity incentive plan, a “change in control” is defined generally as a change in ownership or control of the Company effected either through (i) acquisitions of securities by any person (or related group of persons) of securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities pursuant to a tender offer or exchange offer that the Company’s directors do not recommend the Company’s stockholders accept; or (ii) a change in the composition of the board over a period of 12 months or less such that a majority of the Company’s board members will no longer serve as directors, by reason of one or more contested elections for board membership.

The equity 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 board of directors may terminate the equity incentive plan at any time. The expiration or other termination of the equity incentive plan will have no adverse impact on any award previously granted under the equity incentive plan. The board of directors may amend the equity incentive plan at any time, but no amendment will adversely affect any award previously granted, and no amendment to the equity 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 equity incentive plan.

In addition, no option, warrant or any other equity award will be issued under our equity incentive plan or otherwise to our advisor, our sponsor or any of their affiliates, if the issuance of any such award would result in a violation of any applicable NASAA REIT Guidelines, including the limitations imposed under the NASAA REIT Guidelines on our total operating expenses (after giving effect to the expense associated with such equity award).  Please see “Note E — Related Party Transactions and Arrangements – Fees and Expenses Paid in Connection with the Operations of the Company” for more information regarding the NASAA REIT Guidelines’ limitations on operating expenses.

Note H – Recent Accounting Pronouncements

The FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 853-30)—Simplifying the Presentation of Debt Issuance Costs. This ASU will simplify the presentation of debt issuance costs by requiring such costs to be presented in the balance sheet as a reduction from the corresponding debt liability rather than as an asset. This ASU is effective for annual and interim periods beginning in 2016 and is required to be adopted using a retrospective approach, with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

Note I - Acquisitions

Denver Sherman

On January 26, 2015 the Company closed on the purchase of a 0.14 acre parking lot located at 1963 Sherman Street, Denver, Colorado, consisting of approximately 28 parking spaces, for a purchase price of $585,000, plus certain closing costs.  The parking lot is leased to the City of Denver School District Number 1.

 
Fort Worth Taylor

On March 16, 2015, the Company closed on its $23.3 million purchase of a multi-level parking garage. The parking garage consists of 1,013 parking spaces and approximately 11,828 square feet of office space.  The parking garage is located in Fort Worth, Texas.  The $23.3 million purchase price included assumption of the existing financing on the parking garage.  The existing financing has a maturity date of August 2021, has a balance of approximately $12.2 million, and an interest rate of 5.59% per annum.  The Company paid customary closing costs in connection with the transaction. The parking garage is leased to SP Plus Corporation.

Milwaukee Old World

On March 31, 2015, the Company closed on the purchase of a parking lot consisting of 54 parking spaces, located in Milwaukee, WI, for a purchase price of $1 million. The property is leased to SP Plus Corporation.  During the Company’s due diligence of the property it was discovered that the soil and ground water at the subject property had been impacted by the site’s historical use as a printing press as well as neighboring property uses. As a result, the Company has retained a local environmental engineer to seek a closure letter or similar certificate of no further action from the State of Wisconsin due to the Company’s use of the property as a parking lot.  As of September 30, 2015 management does not anticipate a material adverse effect related to this environmental matter.

St. Louis Convention Plaza

On May 13, 2015, the Company closed on the purchase of a parking lot with 55,021 square feet and 221 parking spaces located in St. Louis, Missouri, for a purchase price of approximately $2.6 million.  The Company paid customary closing costs in connection with the transaction. The parking garage is leased to SP Plus Corporation.

Houston Saks Garage

On May 28, 2015, the Company closed on the purchase of a parking lot with 90,750 square feet and 265 parking spaces located in Houston, TX, for approximately $8.4 million.  The Company paid customary closing costs in connection with the transaction. The parking garage is leased to iPark Services, LLC.

St. Louis Lucas

On June 29, 2015, the Company closed on the purchase of a parking lot located in St. Louis, MO, for approximately $3.5 million.  The Company paid customary closing costs in connection with the transaction.  The parking lot consists of 46,683 square feet, has 202 parking spaces, is zoned I (CBD) and allows for a maximum building height of 200 feet.  The parking lot is leased by SP Plus Corporation under a NN lease, whereby the Company is responsible to pay property taxes. SP Plus pays annual rent of $220,000. In addition, the lease provides revenue participation with MVP receiving 65% of gross receipts between $325,000 and $395,000 and 50% of Gross Receipts in excess of $395,001. The term of the lease is for 5 years.

Milwaukee Wells

On June 30, 2015, the Company closed on the purchase of a parking lot located in Milwaukee, WI, for approximately $3.9 million.  The Company paid customary closing costs in connection with the transaction. The parking lot consists of 41,487 square feet and has 95 spaces, zoned C9-E, and allows for a maximum building height of 40 feet.  The parking lot is leased by PCAM, LLC, an independent parking operator, under a NNN lease. PCAM pays annual rent of $280,000.  In addition, the lease provides revenue participation with MVP receiving 50% of gross receipts over a contractual threshold of $710,000. The term of the lease is for 10 years.  As additional consideration for the purchase of the parking lot, the Company and PCAM have entered into a participation agreement, wherein, PCAM shall be entitled to 25% of the net proceeds in excess of $3.9 million in cash upon sale of property.

 
Wildwood NJ Lot

On July 10, 2015, the Company, through its wholly owned entity, MVP Wildwood NJ Lot, LLC, a Nevada limited liability company, announced that it has closed on the purchase of a parking lot for approximately $1.0 million in cash.  The parking lot is located at 400 East Magnolia Ave, Wildwood, NJ. The parking lot consists of 11,250 square feet and has 29 parking spaces.  The parking lot is zoned T/E, and allows for a maximum building height of 250 feet.  The parking lot will be managed by SP Plus Corporation, a nationwide parking operator. The term of the management agreement is for 5 years.

The following table is a summary of the acquisitions for the nine months ended September 30, 2015:

   
Assets
               
Liabilities
       
   
Land and Improvements
   
Building and improvements
   
Total assets acquired
   
Notes Payable
Assumed
   
Net assets and
liabilities acquired
 
Denver Sherman
  $ 585,000     $ --     $ 585,000     $ --     $ 585,000  
Ft. Worth Taylor
    5,834,000       17,502,000       23,336,000       12,180,000       11,156,000  
Milwaukee Old World
    1,000,000       --       1,000,000       --       1,000,000  
St. Louis Convention Plaza
    2,575,000       --       2,575,000       --       2,575,000  
Houston Saks Garage
    3,565,000       4,810,000       8,375,000       --       8,375,000  
St. Louis Lucas
    3,463,000       --       3,463,000       --       3,463,000  
Milwaukee Wells
    3,900,000       --       3,900,000       --       3,900,000  
Wildwood NJ Lot
    970,000       --       970,000       --       970,000  
    $ 21,892,000     $ 22,312,000     $ 44,204,000     $ 12,180,000     $ 32,024,000  

Pro forma results of the Company

The following table of pro forma consolidated results of operations of the Company for the three and nine months ended September 30, 2015 and 2014, and assumes that the acquisition was completed as of January 1, 2014.

   
For the three months ended September 30, 2015
   
For the three months ended September 30, 2014
   
For the nine months ended September 30, 2015
   
For the nine months ended September 30, 2014
 
Revenues from continuing operations
  $ 1,353,000     $ 957,000     $ 4,010,000     $ 1,839,000  
Revenues from continuing operations
  $ 1,353,000     $ 957,000     $ 4,010,000     $ 1,839,000  
Net income (loss) available to common stockholders
  $ 56,000     $ 467,000     $ (1,004,000 )     (733,000 )
Net income (loss) available to common stockholders per share – basic
  $ 0.01     $ 0.12     $ (0.17 )   $ (0.21 )
Net income (loss) available to common stockholders per share – diluted
  $ 0.01     $ 0.12     $ (0.17 )   $ (0.21 )


 
Revenue and expenses of acquisitions since acquisition dates included in condensed consolidated statement of operations

The following is a summary of the results of operations related to the net assets and liabilities acquired for the period from acquisition dates through September 30, 2015:

Revenue
 
$
1,318,000
 
Expenses
   
(2,180,000)
 
Net loss
 
$
(862,000)
 

Note J — Assets held for sale

During February 2015, management has entered into a plan to sell the storage unit assets which results in the financial reporting of these assets, liabilities and results of operations related to the assets held for sale, which are classified as discontinued operations.

On May 6, 2015, the Company sold the storage unit asset located in Nevada to a non-related third party for approximately $5.4 million.  Proceeds of approximately $2.6 million from this sale paid the promissory note for this property in full.

The following is summary of net assets held for sale as of September 30, 2015:

   
September 30, 2015
 
Assets:
     
Current assets
 
$
4,000
 
Property and equipment, net
   
3,154,000
 
Other assets
   
47,000
 
       Total assets
 
$
3,205,000
 
         
Liabilities:
       
Accounts payable and accrued liabilities
 
$
51,000
 
Notes payable
   
1,658,000
 
     Total liabilities
   
1,709,000
 
Net assets held for sale
 
$
1,496,000
 

The following is a summary of the results of operations related to the assets held for sale for the three and nine months ended September 30, 2015and 2014:

   
For the Three Months Ended September 30,
   
For the Nine Months Ended September 30,
 
   
2015
   
2014
   
2015
   
2014
 
Revenue
  $ 133,000     $ 142,000       383,000     $ 393,000  
Expenses
    (102,000 )     108,000       (281,000 )     316,000  
Net Income
  $ 31,000     $ 34,000       102,000     $ 77,000  

Note K — Notes Payable

During March 2013, Cedar Park issued a promissory note for approximately $1.8 million.  The note is collateralized by real property located in Cedar Park, Texas, bears an annual interest rate of 4.66%, and is payable in monthly installment payments of principal and interest totaling approximately $10,000, with a lump sum payment of approximately $1.3 million due at maturity in April 2023.

 
During September 2013, through the acquisition of Red Mountain, the Company financed a 7-year term loan with a balance of approximately $2.7 million, collateralized by real property located in Las Vegas, Nevada, matures in October 2020, bears an annual interest rate of 4.35%, and is payable in monthly installment payments of principal and interest totaling approximately $15,000.  This loan was paid in full in May 2015 through the sale of the property.

During January 2014, the entities holding the four parking facilities issued a promissory note to Key Bank National Association for $4.3 million.  This note bears an annual interest rate of 4.94%, is secured by four parking facilities, matures in February 2019 and is payable in monthly principal and interest payments of approximately $25,000.

During December 2014, through the acquisition of Mabley Place, the Company issued a promissory note to Wells Fargo Bank for $9.0 million.  This note bears an annual interest rate of 4.25%, is secured by the property, matures in December 2024 and is payable in monthly principal and interest payments of approximately $44,000.

During March 2015, through the acquisition of Ft. Worth Taylor, the Company assumed a 10-year term loan with a balance of approximately $12.2 million, collateralized by real property located in Ft. Worth, Texas, matures in August 2021, bears an annual interest rate of 5.59%, and is payable in monthly installment payments of principal and interest totaling approximately $78,000.

During August 2015, Houston Saks Garage issued a promissory note for approximately $3.7 million.  The note is collateralized by real property located in Houston, Texas, bears an annual interest rate of 4.25%, and is payable in monthly installment payments of principal and interest totaling approximately $30,000, maturing in August 2025.

Total interest expense incurred for the three months ended September 30, 2015 and 2014 is $365,000 and $53,000, respectively.  Interest expense incurred for the nine months ended September 30, 2015 and 2014 is $935,000 and $90,000, respectively

As of September 30, 2015, future principal payments on the notes payable are as follows:

2015
 
$
139,000
 
2016
   
614,000
 
2017
   
645,000
 
2018
   
678,000
 
2019
   
4,423,000
 
Thereafter
   
22,195,000
 
Total
 
$
28,694,000
 



 
Property
Location
 
Current Loan Balance
   
Interest Rate
   
Loan Maturity
 
Ft. Lauderdale
208 SE 6th St, Ft Lauderdale, FL
  $ 1,495,000       4.94 %  
2/1/2019
 
Memphis Court
216 Court St, Memphis, TN
  $ 140,000       4.94 %  
2/1/2019
 
Memphis Poplar
212 Poplar Ave, Memphis, TN
  $ 1,259,000       4.94 %  
2/1/2019
 
Kansas City
1130 Holmes St, Kansas City, MO
    N/A       N/A       N/A  
St. Louis
1300 Spruce St, St. Louis, MO
  $ 1,254,000       4.94 %  
2/1/2019
 
Mabley Place
400 Race Street, Cincinnati, OH
  $ 8,878,000       4.25 %  
12/26/2024
 
Denver Sherman
1963 Sherman Street, Denver, CO
    N/A       N/A       N/A  
Ft. Worth
814 Taylor Street, Fort Worth, Texas
  $ 12,031,000       5.59 %  
8/1/2021
 
Milwaukee Old World
822 N. Old World Third Street, Milwaukee, WI
    N/A       N/A       N/A  
St. Louis Convention
1010 Convention Plaza , St. Louis, MO
    N/A       N/A       N/A  
Houston Saks Garage
611 Fannin Street, Houston, Tx
  $ 3,636,000       N/A       N/A  
St. Louis Lucas
Lucas Ave, St. Louis, MO
    N/A       N/A       N/A  
Milwaukee Wells
215  W. Wells Street, Milwaukee, WI
    N/A       N/A       N/A  
Wildwood NJ Lot
400 East Magnolia Ave, Wildwood, NJ
    N/A       N/A       N/A  
 
Total
  $ 28,694,000                  

Note L — Subsequent Events

The following subsequent events have been evaluated through the date of this filing with the SEC.

As of the date of this filing, the Company has received additional requests for repurchase of 16,469 which exceed the amount allowable for 2015 repurchase by $147,144.  April 2016 will be the next date shares are available for repurchase.
 
Since October 1, 2105 through the date of this filing, the Company issued 680,610 additional shares and received approximately $6.1 in additional proceeds  from its initial public offering of its common stock from.
 
On October 5, 2015, the Company announced through its wholly owned entity MVP Indianapolis City Park Garage, LLC, a Nevada limited liability company, that it has closed on the purchase of a parking garage for approximately $10.5 million.  The parking garage is located at 120 East Washington Street, Indianapolis, Indiana.  The parking garage consists of approximately 52,650 square feet and has approximately 370 parking spaces.  The parking garage is zoned CBD-1 and allows for a maximum building height of five stories.  The parking garage will be leased by ABM Onsite Services - Midwest, Inc. (“ABM Services”), a subsidiary of ABM Industries, Inc., which trades on the New York Stock Exchange as ticker symbol “ABM”.  ABM Services will pay an annual lease payment of $750,000 and will pay all regular occurring maintenance expenses associated with the parking garage other than property taxes.  In addition, the lease provides revenue participation with MVP receiving 75% of the gross receipts over $980,000. The term of the lease will be for 5 years.

On October 9, 2015, the Company announced that through its wholly owned entity MVP KC Cherry Lot, LLC, a Nevada limited liability company, it has closed on the purchase of a parking lot for approximately $515,000 in cash.  The parking lot is located at 1109 Cherry Street, Kansas City, Missouri.  The parking lot consists of approximately 26,304 square feet and has approximately 84 parking spaces.  The parking lot is zoned UR.  The parking lot will be leased by SP Plus Corporation (“SP Plus”), a national parking operator.  SP Plus will pay an annual lease payment of $66,000 and will pay all regular occurring maintenance expenses associated with the parking garage other than property taxes.  In addition, the lease provides revenue participation with MVP receiving 60% of gross receipts over $125,000. The term of the lease is 5 years.

On October 29, 2015, the Company through its wholly owned entity MVP Indianapolis Washington Street Lot, LLC, an Indiana limited liability company, closed on the purchase of a parking lot for approximately $5 million in cash.  The parking lot is located at 301 E. Washington Street, Indianapolis, IN 46204.  The parking lot consists of approximately 46,403 square feet and has approximately 149 parking spaces.

 
The parking lot will be leased by Denison Parking Inc., an Indianapolis parking operator. Denison Parking, Inc. will pay annual rent of $375,000 and will pay all regular occurring maintenance expenses associated with the parking garage other than property taxes.  In addition, the lease provides revenue participation with the Company receiving 70% of gross receipts over $512,500. The term of the lease is 10 years.
 
On October 29, 2015, the Company also sold a 376-unit self-storage facility located in Cedar Park, TX owned by its wholly owned subsidiary, MVP MS Cedar Park 2012, LLC to Calico Industries-CP, LLC, a Texas limited liability company. The sale price was $4.3 million which sale price was paid at the closing, less customary closing costs. The anticipated gain on sale is approximately $1.0 million. 



ITEM 2.                      MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a financial review and analysis of our financial condition and results of operations for the three and nine months ended September 30, 2015.  This discussion and analysis should be read in conjunction with the accompanying condensed consolidated financial statements and the notes thereto and Management’s Discussion and Analysis of Financial Conditions and Results of Operations in our annual report on Form 10-K for the year ended December 31, 2014. As used herein, the terms “we,” “our” and “us” refer to MVP REIT, Inc., and, as required by context, MVP Real Estate Holdings, LLC, which we refer to as our “operating limited liability company,” and to their subsidiaries.

Forward-Looking Statements
 
Certain statements included in this quarterly report on Form 10-Q (this “Quarterly Report”) that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are forward-looking statements. Forward-looking statements are typically identified by the use of terms such as “may,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology.
 
The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions and beliefs, which involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to:
 
·
the fact that we have a limited operating history, as we commenced operations on December 11, 2012;
 
·
the fact that we have had a net loss for each quarterly and annual period since inception;
         
·
our ability to effectively raise and deploy the proceeds raised in our initial public offering;
       
·
the performance of properties the Company has acquired or may acquire or loans the Company has made or may make that are secured by real property;
·
changes in economic conditions generally and the real estate and debt markets specifically;
     
·
legislative or regulatory changes (including changes to the laws governing the taxation of real estate investment trusts, or REITs);
·
potential damage and costs arising from natural disasters, terrorism and other extraordinary events, including extraordinary events affecting parking facilities included in our portfolio;
·
risks inherent in the real estate business, including ability to secure leases or parking management contracts at favorable terms, tenant defaults, potential liability relating to environmental matters and the lack of liquidity of real estate investments;
·
competitive factors that may limit our ability to make investments or attract and retain tenants;
   
·
our ability to generate sufficient cash flows to pay distributions to our stockholders;
           
·
our failure to maintain our status as a REIT;
               
·
the availability of capital and debt financing generally, and any failure to obtain debt financing at favorable terms or a failure to satisfy the conditions and requirements of that debt;
·
interest rates; and
                 
·
changes to generally accepted accounting principles, or GAAP.
             

 
Any of the assumptions underlying the forward-looking statements included herein could be inaccurate, and undue reliance should not be placed upon on any forward-looking statements included herein. All forward-looking statements are made as of the date of this Quarterly Report, and the risk that actual results will differ materially from the expectations expressed herein will increase with the passage of time. Except as otherwise required by the federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements made after the date of this Quarterly Report, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in the forward looking statements included in this Quarterly Report the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Quarterly Report will be achieved.

Overview

MVP REIT, Inc. (the “Company,” “we,” “us,” or “our”) was incorporated on April 3, 2012 as a Maryland corporation, and has elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2013.  Pursuant to its initial public offering, which closed in September 2015, the Company received net consideration of approximately $92.5 million for the issuance of its common stock.  Of this amount, approximately $19.5 million of common shares were issued in consideration of the contribution of commercial properties to the Company. The Company has also registered up to $50 million for the issuance of common stock pursuant to a distribution reinvestment plan (the “DRIP”) under which common stockholders may elect to have their distributions reinvested in additional shares of common stock.
 
The Company continues to receive proceeds from subscription agreements executed on or before September 25, 2015.

The Company’s investment strategy was to invest available net proceeds from its Offering in direct investments in real property and real estate secured loans (including first and second mortgage loans, mezzanine loans, bridge loans, convertible mortgages, variable interest rate real estate secured loans where a portion of the return is dependent upon performance-based metrics and other loans related to real estate) that meet the Company’s investment objectives and strategies. In March 2014, the Company’s board of directors approved a plan to increase the focus of the Company’s investment strategy on parking and self-storage facilities located throughout the United States as the Company’s core assets.  In June 2014, the Company’s board decided to further focus its efforts primarily on parking facilities.

As of September 30, 2015, the Company had acquired, 15 properties with the purchase price totaling approximately $79.2 million, including closing costs, which includes a 30% minority interest held by third parties on one property. The Company has a 100% ownership interest in each of the other acquired properties.  These acquisitions were funded by the ongoing initial public offering, third party financing and the assumption of existing liabilities.

During January 2015, the Company acquired 100% interest in a parking facility located in Denver CO.  The Company purchased the property for approximately $0.6 million.

On March 16, 2015, the Company closed on its $23.3 million purchase of a multi-level parking garage. The parking garage consists of 1,013 parking spaces and approximately 11,828 square feet of office space.  The parking garage is located in Fort Worth, Texas.  The purchase price included assumption of the existing financing which has a maturity date of August 2021, a balance of approximately $12.2 million, and an interest rate of 5.59% per annum.  The Company paid customary closing costs in connection with the transaction.

On March 31, 2015, the Company closed on the purchase of a parking lot consisting of 54 parking spaces, located in Milwaukee, WI, for a purchase price of $1 million. The property is leased to SP Plus Corporation.  During the company’s due diligence of the property it was discovered that the soil and ground water at the subject property had been impacted by the site’s historical use as a printing press as well as neighboring property uses. As a result, the company has retained a local environmental engineer to seek a closure letter or similar certificate of no further action from the State of Wisconsin due to the Company’s use of the property as a parking lot.  As of September 30, 2015 management does not anticipate a material adverse effect related to this environmental matter.

On May 13, 2015, the Company closed on the purchase of a parking lot with 55,021 square feet and has 221 parking spaces located in St. Louis, Missouri, for a purchase price of approximately $2.6 million.  The Company paid customary closing costs in connection with the transaction. The parking garage is leased to SP Plus Corporation.

 
On May 28, 2015, the Company closed on the purchase of a parking lot with 90,750 square feet and has 265 parking spaces located in Houston, TX, for approximately $8.4 million.  The Company paid customary closing costs in connection with the transaction. The parking garage is leased to iPark Services, LLC.

On June 29, 2015, the Company closed on the purchase of a parking lot located in St. Louis, MO, for approximately $3.5 million.  The Company paid customary closing costs in connection with the transaction. The parking lot consists of 46,683 square feet, has 202 parking spaces, zoned I (CBD) and allows for a maximum building height of 200 feet.  The parking lot is leased by SP Plus Corporation.

On June 30, 2015, the Company closed on the purchase of a parking lot located in Milwaukee, WI, for approximately $3.9 million.  The Company paid customary closing costs in connection with the transaction. The parking lot consists of 41,487 square feet and has 95 spaces, zoned C9-E, and allows for a maximum building height of 40 feet.  The parking lot is leased by PCAM, LLC.

On July 10, 2015, the Company purchased a parking lot for approximately $1.0 million in cash.  The parking lot is located at 400 East Magnolia Ave, Wildwood, NJ (the “parking lot”). The parking lot consists of 11,250 square feet and has 29 parking spaces.  The parking lot will be managed by SP Plus Corporation, a nationwide parking operator.

On October 5, 2015, the Company purchased a parking garage for approximately $10.5 million.  The parking garage is located at 120 East Washington Street, Indianapolis, Indiana.  The parking garage consists of approximately 52,650 square feet and has approximately 370 parking spaces.  The parking garage is zoned CBD-1 and allows for a maximum building height of five stories.  The parking garage will be leased by ABM Onsite Services - Midwest, Inc., a subsidiary of ABM Industries, Inc., which trades on the New York Stock Exchange as ticker symbol “ABM”.

On October 9, 2015, the Company purchased a parking lot for approximately $515,000 in cash.  The parking lot is located at 1109 Cherry Street, Kansas City, Missouri.  The parking lot consists of approximately 26,304 square feet and has approximately 84 parking spaces.  The parking lot is zoned UR.  The parking lot will be leased by SP Plus Corporation (“SP Plus”), a national parking operator.

On May 6, 2015, the Company sold the storage unit asset located in Nevada to a non-related third party for approximately $5.4 million.  Proceeds of approximately $2.6 million from this sale paid the promissory note for this property in full.  The Company recognized a gain on sale of approximately $0.3 million, which classified as discontinued operations.

On October 29, 2015, the Company also sold a 376-unit self-storage facility located in Cedar Park, TX owned by its wholly owned subsidiary, MVP MS Cedar Park 2012, LLC to Calico Industries-CP, LLC, a Texas limited liability company. The sale price was $4.3 million which sale price was paid at the closing, less customary closing costs. The anticipated gain on sale is approximately $1.0 million. 

The Company may, from time to time, invest in non-core assets, including investments in companies that manage real estate or mortgage investment companies; however, the Company anticipates that its core investments going forward will be predominantly in parking facilities.  In addition, the Company has agreed that no more than 25% of the gross proceeds from its initial public offering will be used to invest in real properties other than parking facilities.

The Company operates as a real estate investment trust.  The Company is not a mutual fund or an investment company within the meaning of the Investment Company Act of 1940, nor is the Company subject to any regulation thereunder.  As a REIT, the Company is required to have a December 31 fiscal year end.  As a REIT, the Company will not be subject to federal income tax on income that is distributed to stockholders.  Among other requirements, REITs are required to satisfy certain gross income and asset tests, which may affect the composition of assets the Company acquires with the proceeds of the offering.  In addition, REITs are required to distribute to stockholders at least 90% of their annual REIT taxable income (computed without regard to the dividends paid deduction and excluding net capital gain).

 
The Company’s board of directors will at all times have ultimate oversight and policy-making authority over the Company, including responsibility for governance, financial controls, compliance and disclosure.  Pursuant to our advisory agreement, however, our board has delegated to MVP Realty Advisors, LLC, our advisor, authority to manage our day-to-day business, in accordance with our investment objectives, strategy, guidelines, policies and limitations.  VRM II owns 60% of the Advisor, and the remaining 40% is owned by VRM I; both are managed by Vestin Mortgage, LLC.  The Company’s sponsor is MVP Capital Partners, LLC (“MVPCP” or the “Sponsor”), an entity owned and managed by Michael V. Shustek, the Company’s Chairman and Chief Executive Officer.  Michael Shustek owns a significant majority of Vestin Mortgage, LLC, a Nevada limited liability company, which is the manager of VRM I, VRM II and Vestin Fund III (“VF III”).

In May, 2015 the Board of Directors of VRM I and VRM II agreed to form MVP Capital Partners II, LLC (“CPII”), a Nevada limited liability company. VRM I owns 40% and VRM II owns 60% of the new limited liability company.  The purpose of CPII is to act as the sponsor of MVP REIT II, Inc., a Maryland corporation (“MVP REIT II”), which is being formed as a publicly registered non traded REIT. MVP REIT II has filed its initial registration statement with the SEC and all of the states. MVP REIT II has filed and declared effective on October 23, 2015.  MVP REIT II is seeking to raise up to $550,000,000 with the proceeds from the offering being used primarily to acquire parking assets in the United States and Canada. MVP REIT II has engaged MVP Advisors as its advisor.  The VRM I and VRM II boards have agreed to fund through CPII certain costs and expenses of MVP REIT II in proportion to their ownership interest.  As consideration for the initial investment CPII received 8,000 shares of common stock in MVP REIT II.

VRM I and VRM II are Nasdaq-listed companies engaged primarily in the business of investing in commercial real estate and loans secured by commercial real estate.  As the owners of the Advisor, VRM I and VRM II may benefit from any fees and other compensation that the Company pays to the Advisor under the Advisor Agreement.  In this regard, the Company notes that the Advisor has agreed to waive certain fees and expenses it otherwise would be entitled under the Advisory Agreement, as further described under “Note E – Related Party Transactions and Arrangements – Fees and Expenses Paid in Connection With the Operations of the Company” to the financial statements included in this Quarterly Report. As of September 30, 2015, the aggregate amount of fees and expense reimbursements waived by the Advisor was approximately $6.9 million.  If the owners of the Advisor determine that such waivers are no longer in the best interests of their stockholders or otherwise refuse to grant future waivers of fees or expenses if requested by the Company, then the Company’s operating expenses could increase significantly, which could adversely affect the Company’s results of operations and the amount of distributions to stockholders.

In addition, the Company may compete against VRM I and VRM II for the acquisition of investments. The Company believes this potential conflict is mitigated, in part, by the Company’s focus on parking facilities as its core investments, while the investment strategy of VRM I and VRM II focuses on acquiring office buildings and other commercial real estate and loans secured by commercial real estate. For additional discussion regarding potential conflicts of interests, please see “Risk Factors—Risks Related to Conflicts of Interest” and “Item 13 – Certain Relationships and Related Transactions, and Director Independence” in our Annual Report on Form 10-K for the year ended December 31, 2014.

Results of Operations

As of September 30, 2015, the Company had acquired 15 properties of which the Company’s share of the purchase price totaled $79.2 million, including closing costs. These acquisitions were funded by the proceeds from our initial public offering, third party financing and the assumption of existing liabilities. We expect that income and expenses related to our portfolio will increase in future years as a result of owning the properties acquired for a full year and as a result of anticipated future acquisitions of real estate and real estate-related assets.  As a result, the results of operations described below may not be indicative of future results of operations.

Amounts listed in connection with assets held for sale, including liabilities and results of operations related to the assets held for sale in the 2014 condensed consolidated financial statements have been reclassified to conform to the September 30, 2015 presentation.

 
Comparison of operating results for the three months ended September 30, 2015, to the three months ended September 30, 2014:

   
2015
   
2014
 
Revenues
           
Rental revenue
 
 $
1,353,000
   
212,000
 
     Total revenues
 
$
1,353,000
   
$
212,000
 

Total rental revenue earned is from our 15 consolidated properties which were acquired during 2014 and 2015.  Assets purchased in 2012 and 2013 were either sold or held for sale as of September 30, 2015 and income from those investments is reported as income (loss) from assets held for sale in the discontinued operations, net of income taxes section of our consolidated statements of operations.  Increase in total rental revenues is mainly due to the additional properties owned and operated by the Company during the three months ended September 30, 2015 compared to the three months ended September 30, 2014.

See Note I – Acquisitions and Note J — Assets held for sale of the Notes to the Condensed Consolidated Financial Statements included in Part I, Item I Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

   
2015
   
2014
 
Operating expenses
           
General and administrative
 
$
198,000
   
$
267,000
 
Acquisition expenses
   
153,000
     
21,000
 
Acquisition expenses – related party
   
75,000
     
54,000
 
Operation and maintenance
   
271,000
     
85,000
 
Depreciation
   
221,000
     
18,000
 
Total operating expenses
 
$
918,000
   
$
445,000
 

Increase in operating expenses is mainly due to the additional properties owned and operated by the Company during the three months ended September 30, 2015 compared to the three months ended September 30, 2014.  Depreciation expense increased, and will continue to increase, as the Company builds its portfolio of properties.

   
2015
   
2014
 
Other income (expense)
           
Interest expense
 
$
(365,000
)
 
$
(53,000
)
Gain on sale of investment in real estate
   
--
     
136,000
 
Total other income (expense)
 
$
(365,000
)
 
$
83,000
 

Interest expense increased due to the assumption of debt through acquisitions and the financing of our Directors and Officers Liability Insurance.  The interest expense will vary based on the amount of our borrowings, which will depend on the cost of borrowings and our ability to identify and acquire real estate and real estate-related assets that meet our investment objectives.

See Note K – Notes Payable of the Notes to the Condensed Consolidated Financial Statements included in Part I, Item I Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
   
2015
   
2014
 
Discontinued operations, net of income taxes
           
Income from assets held for sale, net of income taxes
 
 $
34,000
   
 $
225,000
 
Total income from discontinued operations
 
$
34,000
   
$
225,000
 


 
During March 2014, the Company’s Board approved a sale of its interest in four office buildings to VRM I and VRM II in exchange for VRM I and VRM II’s interest in five parking facilities and a storage facility.  Additionally, during June 2014, the Company’s Board approved a sale of its interest in two additional office buildings to VRM I and VRM II.  The net income from the office buildings is reported as discontinued operations.  Subsequently, during January 2015, management entered into a plan to sell the storage unit assets resulting in the financial reporting of these assets, liabilities and results of operations related to the assets held for sale, as discontinued operations.

Comparison of operating results for the nine months ended September 30, 2015, to the nine months ended September 30, 2014:

   
2015
   
2014
 
Revenues
           
Rental revenue
 
 $
3,101,000
   
349,000
 
     Total revenues
 
$
3,101,000
   
$
349,000
 

Total rental revenue earned is from our 15 consolidated properties which were acquired during 2014 and 2015.  Assets purchased in 2012 and 2013 were either sold or held for sale as of September 30, 2015 and income from those investments is reported as income (loss) from assets held for sale in the discontinued operations, net of income taxes section of our consolidated statements of operations.  Increase in total rental revenues is mainly due to the additional properties owned and operated by the Company during the three months ended September 30, 2015 compared to the three months ended September 30, 2014.

See Note I – Acquisitions and Note J — Assets held for sale of the Notes to the Condensed Consolidated Financial Statements included in Part I, Item I Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

   
2015
   
2014
 
Operating expenses
           
General and administrative
 
$
650,000
   
$
684,000
 
Acquisition expenses
   
481,000
     
82,000
 
Acquisition expenses – related party
   
1,856,000
     
1,453,000
 
Operation and maintenance
   
606,000
     
345,000
 
Depreciation
   
518,000
     
34,000
 
Total operating expenses
 
$
4,111000
   
$
2,598,000
 

Increase in operating expenses is mainly due to the additional properties owned and operated by the Company during the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014.  Depreciation expense increased, and will continue to increase, as the Company builds its portfolio of properties.

   
2015
   
2014
 
Other income (expense)
           
Interest expense
 
$
(935,000
)
 
$
(90,000
)
Income from investment in equity method investee
   
--
     
6,000
 
Gain on sale of investment in real estate
   
--
     
136,000
 
Total other income (expense)
 
$
(935,000
)
 
$
52,000
 

Interest expense increased due to the assumption of debt through acquisitions and the financing of our Directors and Officers Liability Insurance.  The interest expense will vary based on the amount of our borrowings, which will depend on the cost of borrowings, the amount of proceeds the Company raises in its ongoing initial public offering and our ability to identify and acquire real estate and real estate-related assets that meet our investment objectives.

 
See Note K – Notes Payable of the Notes to the Condensed Consolidated Financial Statements included in Part I, Item I Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
   
2015
   
2014
 
Discontinued operations, net of income taxes
           
Income from assets held for sale, net of income taxes
 
 $
189,000
   
 $
731,000
 
Gain on sale of investment in real estate held for sale
   
288,000
     
--
 
Total income from discontinued operations
 
$
477,000
   
$
731,000
 

During March 2014, the Company’s Board approved a sale of its interest in four office buildings to VRM I and VRM II in exchange for VRM I and VRM II’s interest in five parking facilities and a storage facility.  Additionally, during June 2014, the Company’s Board approved a sale of its interest in two additional office buildings to VRM I and VRM II.  The net income from the office buildings is reported as discontinued operations.  Subsequently, during January 2015, management entered into a plan to sell the storage unit assets resulting in the financial reporting of these assets, liabilities and results of operations related to the assets held for sale, as discontinued operations.

Funds from Operations and Modified Funds from Operations

The Advisor believes that historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient. Additionally, publicly registered, non-listed REITs typically have a significant amount of acquisition activity and are substantially more dynamic during their initial years of investment and operation. While other start-up entities may also experience significant acquisition activity during their initial years, the Company believes that non-listed REITs are unique in that they have a limited life with targeted exit strategies within a relatively limited time frame after the acquisition activity ceases.

In order to provide a more complete understanding of the operating performance of a REIT, the National Association of Real Estate Investment Trusts (“NAREIT”) promulgated a measure known as funds from operations (“FFO”). FFO is defined as net income or loss computed in accordance with GAAP, excluding extraordinary items, as defined by GAAP, and gains and losses from sales of depreciable operating property, adding back asset impairment write-downs, plus real estate related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets), and after adjustment for unconsolidated partnerships and joint ventures. Because FFO calculations exclude such items as depreciation and amortization of real estate assets and gains and losses from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), they facilitate comparisons of operating performance between periods and between other REITs. As a result, the Company believes that the use of FFO, together with the required GAAP presentations, provides a more complete understanding of our performance relative to our competitors and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities. It should be noted, however, that other REITs may not define FFO in accordance with the current NAREIT definition or may interpret the current NAREIT definition differently than the Company does, making comparisons less meaningful.

 
The Investment Program Association (“IPA”) issued Practice Guideline 2010-01 (the “IPA MFFO Guideline”) on November 2, 2010, which extended financial measures to include modified funds from operations (“MFFO”). In computing MFFO, FFO is adjusted for certain non-operating cash items such as acquisition fees and expenses and certain non-cash items such as straight-line rent, amortization of in-place lease valuations, amortization of discounts and premiums on debt investments, nonrecurring impairments of real estate-related investments, mark-to-market adjustments included in net income (loss), and nonrecurring gains or losses included in net income (loss) from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. Management is responsible for managing interest rate, hedge and foreign exchange risk. To achieve our objectives, the Company may borrow at fixed rates or variable rates. In order to mitigate our interest rate risk on certain financial instruments, if any, the Company may enter into interest rate cap agreements and in order to mitigate our risk to foreign currency exposure, if any, the Company may enter into foreign currency hedges. The Company views fair value adjustments of derivatives, impairment charges and gains and losses from dispositions of assets as non-recurring items or items which are unrealized and may not ultimately be realized, and which are not reflective of ongoing operations and are therefore typically adjusted for when assessing operating performance. Additionally, the Company believes it is appropriate to disregard impairment charges, as this is a fair value adjustment that is largely based on market fluctuations, assessments regarding general market conditions, and the specific performance of properties owned, which can change over time. No less frequently than annually, the Company evaluates events and changes in circumstances that could indicate that the carrying amounts of real estate and related intangible assets may not be recoverable. When indicators of potential impairment are present, the Company assesses whether the carrying value of the assets will be recovered through the future undiscounted operating cash flows (including net rental and lease revenues, net proceeds on the sale of the property, and any other ancillary cash flows at a property or group level under GAAP) expected from the use of the assets and the eventual disposition. Investors should note, however, that determinations of whether impairment charges have been incurred are based partly on anticipated operating performance, because estimated undiscounted future cash flows from a property, including estimated future net rental and lease revenues, net proceeds on the sale of the property, and certain other ancillary cash flows, are taken into account in determining whether an impairment charge has been incurred. While impairment charges are excluded from the calculation of MFFO as described above, investors are cautioned that due to the fact that impairments are based on estimated future undiscounted cash flows and the relatively limited term of our operations, it could be difficult to recover any impairment charges through operational net revenues or cash flows prior to any liquidity event.

The Company adopted the IPA MFFO Guideline as management believes that MFFO is a helpful indicator of our on-going portfolio performance and ability to sustain our current distribution level. More specifically, MFFO isolates the financial results of the REIT’s operations. MFFO, however, is not considered an appropriate measure of historical earnings as it excludes certain significant costs that are otherwise included in reported earnings. Further, since the measure is based on historical financial information, MFFO for the period presented may not be indicative of future results or our future ability to pay our dividends. By providing FFO and MFFO, the Company presents information that assists investors in aligning their analysis with management’s analysis of long-term operating activities. MFFO also allows for a comparison of the performance of our portfolio with other REITs that are not currently engaging in acquisitions, as well as a comparison of our performance with that of other non-traded REITs, as MFFO, or an equivalent measure, is routinely reported by non-traded REITs, and the Company believe often used by analysts and investors for comparison purposes. As explained below, management’s evaluation of our operating performance excludes items considered in the calculation of MFFO based on the following economic considerations:

 
·
Straight-line rent. Most of our leases provide for periodic minimum rent payment increases throughout the term of the lease. In accordance with GAAP, these periodic minimum rent payment increases during the term of a lease are recorded to rental revenue on a straight-line basis in order to reconcile the difference between accrual and cash basis accounting. As straight-line rent is a GAAP non-cash adjustment and is included in historical earnings, it is added back to FFO to arrive at MFFO as a means of determining operating results of our portfolio.
 
·
Amortization of in-place lease valuation. As this item is a cash flow adjustment made to net income in calculating the cash flows provided by (used in) operating activities, it is added back to FFO to arrive at MFFO as a means of determining operating results of our portfolio.


 
 
·
Acquisition-related costs. The Company was organized primarily with the purpose of acquiring or investing in income-producing real property and loans secured by real estate in order to generate operational income and cash flow that will allow us to provide regular cash distributions to our stockholders. In the process, the Company incurs non-reimbursable affiliated and non-affiliated acquisition-related costs, which in accordance with GAAP, are expensed as incurred and are included in the determination of income (loss) from operations and net income (loss). These costs have been and will continue to be funded with cash proceeds from the offering or included as a component of the amount borrowed to acquire such real estate. If the Company acquires a property after all offering proceeds from the offering have been invested, there will not be any offering proceeds to pay the corresponding acquisition-related costs. Accordingly, unless our Advisor determines to waive the payment of any then-outstanding acquisition-related costs otherwise payable to our Advisor, such costs will be paid from additional debt, operational earnings or cash flow, net proceeds from the sale of properties, or ancillary cash flows. In evaluating the performance of our portfolio over time, management employs business models and analyses that differentiate the costs to acquire investments from the investments’ revenues and expenses. Acquisition-related costs may negatively affect our operating results, cash flows from operating activities and cash available to fund distributions during periods in which properties are acquired, as the proceeds to fund these costs would otherwise be invested in other real estate related assets. By excluding acquisition-related costs, MFFO may not provide an accurate indicator of our operating performance during periods in which acquisitions are made. However, it can provide an indication of our on-going ability to generate cash flow from operations and continue as a going concern after the Company ceases to acquire properties on a frequent and regular basis, which can be compared to the MFFO of other non-listed REITs that have completed their acquisition activity and have similar operating characteristics to ours. Management believes that excluding these costs from MFFO provides investors with supplemental performance information that is consistent with the performance models and analysis used by management.

For all of these reasons, the Company believes the non-GAAP measures of FFO and MFFO, in addition to income (loss) from operations, net income (loss) and cash flows from operating activities, as defined by GAAP, are helpful supplemental performance measures and useful to investors in evaluating the performance of our real estate portfolio. However, a material limitation associated with FFO and MFFO is that they are not indicative of our cash available to fund distributions since other uses of cash, such as capital expenditures at our properties and principal payments of debt, are not deducted when calculating FFO and MFFO. Additionally, MFFO has limitations as a performance measure in an offering such as ours where the price of a share of common stock is a stated value. The use of MFFO as a measure of long-term operating performance on value is also limited if the Company does not continue to operate under our current business plan as noted above. MFFO is useful in assisting management and investors in assessing our on-going ability to generate cash flow from operations and continue as a going concern in future operating periods, and in particular, after the offering and acquisition stages are complete and NAV is disclosed. However, MFFO is not a useful measure in evaluating NAV because impairments are taken into account in determining NAV but not in determining MFFO. Therefore, FFO and MFFO should not be viewed as more prominent a measure of performance than income (loss) from operations, net income (loss) or to cash flows from operating activities and each should be reviewed in connection with GAAP measurements.

Neither the SEC, NAREIT, nor any other organization body has opined on the acceptability of the adjustments contemplated to adjust FFO in order to calculate MFFO and its use as a non-GAAP performance measure. In the future, the SEC or NAREIT may decide to standardize the allowable exclusions across the REIT industry, and the Company may have to adjust the calculation and characterization of this non-GAAP measure.

Our calculation of FFO and MFFO is presented in the following table for the nine months ended September 30, 2015.
 
Net Loss
 
$
(1,468,000
)
Subtract:
       
Deferred rental assets
   
(163,000)
 
Add:
       
Depreciation and amortization of real estate assets
   
518,000
 
FFO
   
(1,113,000)
 
Add:
       
Acquisition fees and expenses to non-affiliates
   
481,000
 
Acquisition fees and expenses to affiliates
   
1,856,000
 
MFFO
 
$
1,224,000
 


 
Capital and Liquidity Resources

The Company commenced operations on December 11, 2012 and acquired our first property on December 14, 2012.

Our principal demand for funds will be for the acquisition of real estate assets, funding of loans secured by real estate, the payment of operating expenses and interest on our outstanding indebtedness and the payment of distributions to our stockholders. Over time, the Company intends to generally fund its operating expenses from its cash flow from operations. The cash required for acquisitions and investments in real estate will be funded primarily from the sale of shares through our distribution reinvestment plan, dispositions of properties in our portfolio and through third party financing and the assumption of debt on acquired properties.

Net cash used in operating activities for the nine months ended September 30, 2015 was approximately $1.7 million.  Operating cash flows were used for the payment of normal operating expenses such as management fees, accounting fees, legal bills and expenses related to real estate owned held for sale.  Net cash used in investing activities consisted mainly of cash used in investment of real estate of approximately $32.0 million and provided by proceeds from the sale of Red Mountain of approximately $5.4 million.  Net cash provided by financing activities consisted of proceeds from issuance of common stock, net of commissions of approximately $52.4 million, of which approximately $28.5 million was received during the three months ended September 30, 2015 and proceeds from a promissory note of approximately $3.7 million.  Net cash used in financing activities consisted of payments on redeemed shares of approximately $0.1 million, payments on notes payable of approximately $0.6 million, payments on notes payable – held for sale of approximately $2.6 million and distributions to stockholders of approximately $1.9 million.

As of September 30, 2015, the Company has five promissory notes in the aggregate amount of approximately $29 million secured by our real estate.  Our charter precludes us from borrowing more than the NASAA REIT Guidelines limit of 300% of our net assets, unless a majority of our independent directors approve any borrowing in excess of 300% of our net assets and the justification for such excess borrowing is disclosed to our stockholders in our next quarterly report. The Company expects that it may use leverage for any senior debt or equity investments that the Company makes. The Company expects that our debt financing, if any, on such investments will not exceed 50% of the greater of the cost or fair market value of our overall investments.

The Company will experience a relative decrease in liquidity as offering proceeds are used to acquire and operate our assets and may experience a temporary, relative increase in liquidity if and when investments are sold, to the extent such sales generate proceeds that are available for additional investments. Our advisor may, but is not required to, establish working capital reserves from offering proceeds out of cash flow generated by our investments or out of proceeds from the sale of our investments. The Company does not anticipate establishing a general working capital reserve during the initial stages of the offering; however, we may establish capital reserves with respect to particular investments. The Company also may, but is not required to, establish reserves out of cash flow generated by investments or out of net sale proceeds in non-liquidating sale transactions. Working capital reserves are typically utilized to fund tenant improvements, leasing commissions and major capital expenditures. Our lenders also may require working capital reserves.

To the extent that the working capital reserve is insufficient to satisfy our cash requirements, additional funds may be provided from cash generated from operations or through short-term borrowing. In addition, subject to the limitations previously described in our prospectus, the Company may incur indebtedness in connection with the acquisition of any real estate asset, refinance the debt thereon, arrange for the leveraging of any previously unfinanced property or reinvest the proceeds of financing or refinancing in additional properties.

In addition to making investments in accordance with our investment objectives, the Company expects to use its capital resources to make certain payments to our advisor and the selling agent(s). During the organization and offering stage, these payments included payments to the selling agent(s) for selling commissions and payments to our advisor for reimbursement of certain organization and offering expenses. During the acquisition and development stage, the Company expects to make payments to our advisor in connection with the selection or purchase of investments, the management of our assets and costs incurred by our advisor in providing services to us. For a discussion of the compensation to be paid to our advisor, see Fees and Expenses Paid in Connection With the Operations of the Company”, included in Note E — Related Party Transactions and Arrangements to our financial statements included in this report. The advisory agreement has a one-year term but may be renewed for an unlimited number of successive one-year periods upon the mutual consent of our advisor and our board of directors.

 
Management Compensation Summary

The following table summarizes all compensation and fees incurred by us and paid or payable to our Advisor and its affiliates in connection with our organization, our initial public offering and our operations for the nine months ended September 30, 2015 and 2014.

   
For the three months ended September 30, 2015
   
For the nine months ended September 30, 2015
 
Selling Commissions – related party
 
$
--
   
$
--
 
Acquisition Fees – related party
   
75,000
     
1,856,000
 
Asset Management Fees
   
146,000
     
324,000
 
Debt Financing Fees
   
18,000
     
48,000
 
Total
 
$
239,000
   
$
2,228,000
 

Distributions

The Company intends to continue making regular cash distributions to its stockholders, typically on a monthly basis. The actual amount and timing of distributions will be determined by our board of directors in its discretion and typically will depend on the amount of funds available for distribution, which is impacted by current and projected cash requirements, tax considerations and other factors. As a result, our distribution rate and payment frequency may vary from time to time. However, to qualify as a REIT for tax purposes, the Company must make distributions equal to at least 90% of its “REIT taxable income” each year.

On October 3, 2012, the Company confirmed that its board of directors had approved a plan for payment of initial monthly cash distributions of $0.045 per share. On January 25, 2013, the Company issued a press release announcing that its board of directors had approved an increase in its monthly distribution rate on its common shares to an annualized distribution rate of 6.2 percent, or $0.558 per share annually and $0.0465 per share monthly, assuming a purchase price of $9.00 per share. The distribution rate, which had previously been 6 percent, increased beginning with the January 2013 distribution. On June 4, 2013, the Company issued a press release announcing that its board of directors has approved an increase in its monthly distribution rate on its common shares to an annualized distribution rate of 6.7%, or $0.60 per share annually and $0.05025 monthly assuming a purchase price of $9.00 per share.  The Company anticipates paying future distributions monthly in arrears, with a record date on the 24th of each month and distributions paid on the 10th day of the following month (or the next business day if the 10th is not a business day).

As of September 30, 2015, the Company has paid approximately $5.4 million in distributions including approximately $1.2 million in DRIP distributions to the Company’s stockholders, all of which have constituted a return of capital. Our total distributions paid for the period presented, the sources of such distributions, the cash flows provided by (used in) operations and the number of shares of common stock issued pursuant to our distribution reinvestment plan, or DRIP, are detailed below.

 
To date, all distributions have been paid from offering proceeds and represent a return of capital.
 
   
Distributions paid in Cash
   
Distributions paid through DRIP
   
Total Distributions Paid
   
Cash Flows Provided by (Used in) Operations (GAAP basis)
 
1st Quarter, 2015
  $ 535,000     $ 148,000     $ 683,000     $ (911,000 )
2nd Quarter, 2015
    622,000       265,000       887,000       (436,000 )
3rd Quarter, 2015
    752,000       388,000       1,140,000       (372,000 )
Total September 30, 2015
  $ 1,909,000     $ 801,000     $ 2,710,000     $ (1,719,000 )

   
Distributions paid in Cash
   
Distributions paid through DRIP
   
Total Distributions Paid
   
Cash Flows Provided by (Used in) Operations (GAAP basis)
 
1st Quarter, 2014
 
$
400,000
   
$
47,000
   
$
447,000
   
$
(978,000
2nd Quarter, 2014
   
422,000
     
60,000
     
482,000
     
498,000
 
3rd Quarter, 2014
   
443,000
     
78,000
     
521,000
     
(1,245,000
4th Quarter, 2014
   
473,000
     
94,000
     
567,000
     
(1,054,000
Total 2014
 
$
1,738,000
   
$
279,000
   
$
2,017,000
   
$
(2,779,000

The Company may not generate sufficient cash flow from operations to fully fund distributions. All or a portion of the distributions may be paid from other sources, such as cash flows from financing activities, borrowings, cash advances from our Advisor, or by way of waiver or deferral of fees. The Company has not established any limit on the extent to which distributions could be funded from these other sources. Accordingly, the amount of distributions paid may not reflect current cash flow from operations and distributions may include a return of capital, rather than a return on capital.  If the Company continues to pay distributions from sources other than cash flow from operations, the funds available to the Company for investments would be reduced and the share value may be diluted.  The level of distributions will be determined by the board of directors and depend on a number of factors including current and projected liquidity requirements, anticipated operating cash flows and tax considerations, and other relevant items deemed applicable by the board of directors.

Related-Party Transactions and Arrangements

The Company has entered into agreements with affiliates of its Sponsor, whereby the Company will pay certain fees or reimbursements to the Advisor or its affiliates in connection with, among other things, acquisition and financing activities, asset and property management services and reimbursement of operating and offering related costs. See Note E — Related Party Transactions and Arrangements to the financial statements included in this report for a discussion of the various related party transactions, agreements and fees.

Inflation

The Company expects to include provisions in its tenant leases designed to protect the Company from the impact of inflation. These provisions will include reimbursement billings for operating expense pass-through charges, real estate tax and insurance reimbursements, or in some cases annual reimbursement of operating expenses above a certain allowance. Due to the generally long-term nature of these leases, annual rent increases may not be sufficient to cover inflation and rent may be below market.

 
Income Taxes

The Company is organized and conducts operations to qualify as a REIT under Sections 856 to 860 of the Internal Revenue Code of 1986, as amended (the “Code”) and to comply with the provisions of the Internal Revenue Code with respect thereto.  A REIT is generally not subject to federal income tax on that portion of its REIT taxable income (“Taxable Income”) which is distributed to its stockholders, provided that at least 90% of Taxable Income is distributed and provided that certain other requirements are met.  Our Taxable Income may substantially exceed or be less than our net income as determined based on GAAP, because, differences in GAAP and taxable net income consist primarily of allowances for loan losses or doubtful account, write-downs on real estate held for sale, amortization of deferred financing cost, capital gains and losses, and deferred income.

A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation process, based on the technical merits.  Based on our evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition on the financial statements.  The net income tax provision for the nine months ended September 30, 2015 and 2014 was approximately zero.

REIT Compliance

The Company filed as a REIT for federal income tax purposes effective for the year ended December 31, 2013: therefore, the Company generally will not be subject to federal income tax on income that is distributed to the stockholders. If the Company fails to qualify as a REIT in any taxable year, including and after the taxable year in which the Company initially elects to be taxed as a REIT, the Company will be subject to federal income taxes on the taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which qualification is denied. Failing to qualify as a REIT could materially and adversely affect the Company’s net income.

To qualify as a REIT for tax purposes, the Company will be required to distribute at least 90% of the REIT taxable income to the stockholders. The Company must also meet certain asset and income tests, as well as other requirements. The Company will monitor the business and transactions that may potentially impact the REIT status. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income taxes (including any applicable alternative minimum tax) on our taxable income at regular corporate rates.  The Company believes it has met all the required criteria to qualify as a REIT for tax purposes as of September 30, 2015.

Off-Balance Sheet Arrangements

The Company had no off-balance sheet arrangements as of September 30, 2015.

Critical Accounting Policies

The Company’s accounting policies have been established to conform with GAAP. The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If management’s judgment or interpretation of the facts and circumstances relating to various transactions is different, it is possible that different accounting policies will be applied or different amounts of assets, liabilities, revenues and expenses will be recorded, resulting in a different presentation of the financial statements or different amounts reported in the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses. Below is a discussion of the accounting policies that management considers to be most critical once we commence significant operations. These policies require complex judgment in their application or estimates about matters that are inherently uncertain.

Real Estate Investments

Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.

 
We are required to make subjective assessments as to the useful lives of our properties for purposes of determining the amount of depreciation to record on an annual basis with respect to our investments in real estate. These assessments have a direct impact on our net income because if we were to shorten the expected useful lives of our investments in real estate, we would depreciate these investments over fewer years, resulting in more depreciation expense and lower net income on an annual basis.

We are required to present the operations related to properties that have been sold or properties that are intended to be sold as discontinued operations in the statement of operations for all periods presented. Properties that are intended to be sold are to be designated as “held for sale” on the balance sheet.

Purchase Price Allocation

We allocate the purchase price of acquired properties to tangible and identifiable intangible assets acquired based on their respective fair values. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. We utilize various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings and fixtures are based on cost segregation studies performed by independent third parties or on our analysis of comparable properties in our 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 us in our analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, we will include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up period. Estimates of costs to execute similar leases including leasing commissions, legal and other related expenses are also utilized.

Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market lease intangibles are amortized as a decrease to rental income over the remaining term of the lease. The capitalized below-market lease values will be amortized as an increase to rental income over the remaining term and any fixed rate renewal periods provided within the respective leases. In determining the amortization period for below-market lease intangibles, we initially will consider, and periodically evaluate on a quarterly basis, the likelihood that a lessee will execute the renewal option. The likelihood that a lessee will execute the renewal option is determined by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located.

The aggregate value of intangible assets related to customer relationship, as applicable, is measured based on our evaluation of the specific characteristics of each tenant’s lease and our overall relationship with the tenant. Characteristics considered by us in determining these values include the nature and extent of our existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors.

The value of in-place leases is amortized to expense over the initial term of the respective leases. The value of customer relationship intangibles is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense.

In making estimates of fair values for purposes of allocating purchase price, we will utilize a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. We will also consider information obtained about each property as a result of our pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.

 
Deferred Costs

Deferred costs may consist of deferred financing costs, deferred offering costs and deferred leasing costs. Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs are amortized over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close.

Deferred offering costs represent professional fees, fees paid to various regulatory agencies, and other costs incurred in connection with registering to sell shares of our common stock. As of December 31, 2012, such costs totaled approximately $2.1 million. As we effectively commenced operations on January 1, 2013, the offering costs previously deferred were being amortized to expense as offering costs over 12 months on a straight-line basis.  These costs were fully amortized as of December 31, 2013.

Contractual Obligations

The following is a summary of our contractual obligations as of September 30, 2015:

   
Payments Due by Period
Contractual Obligations
 
Total
 
Less than 1 year
1-3 years
3-5 years
 
More than 5 years
Long-term debt obligations
 $
28,694,000
$
139,000
$
1,259,000
$
5,101,000
$
   
22,195,000
 
Capital Lease Obligations
 
--
 
--
 
--
 
--
     
--
 
Operating Lease Obligations
 
--
 
--
 
--
 
--
     
--
 
Purchase Obligations
 
--
 
--
 
--
 
--
     
--
 
Total
 $
28,694,000
$
139,000
$
1,259,000
$
5,101,000
$
   
22,195,000
 

Subsequent Events

Status of Offering

The Company commenced its initial public offering of its common stock on September 25, 2012 and terminated the offering in September 2015.  As of November 16, 2015, the Company had accepted investors’ subscriptions for, and issued, 10,975,490 shares of common stock, including shares issued pursuant to the distribution reinvestment plan.  The Company received net cash proceeds of approximately $75,413,000, additionally the Company issued shares valued at $19,484,000 for contributed properties.

ITEM 3.                      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to the effects of interest rate changes primarily as a result of debt used to maintain liquidity and fund expansion of the Company’s real estate investment portfolio and operations. One of the Company’s interest rate risk management objectives is to limit the impact of interest rate changes on cash flows. To achieve this objective, the Company may borrow at fixed rates or fix the variable rates of interest on variable interest rate borrowings through the use of interest rate swaps. The Company may enter into derivative financial instruments such as interest rate swaps and caps in order to mitigate the Company’s interest rate risk on a related financial instrument. The Company will not enter into derivative or interest rate transactions for speculative purposes. The Company is exposed to credit risk of the counterparty to these interest rate swap agreements in the event of non-performance under the terms of the derivative contracts. In the event of non-performance by the counterparty, if the Company is not able to replace these swaps, the Company would be subject to the variability of interest rates on the total amount of debt outstanding under the mortgage.

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing the Company’s business plan, the Company expects that the primary market risk to which the Company will be exposed is interest rate risk.

 
As of September 30, 2015, the Company’s debt consisted of approximately $28.7 million in fixed rate debt and no variable rate debt. Changes in interest rates have different impacts on the fixed rate and variable rate debt. A change in interest rates on fixed rate debt impacts its fair value but has no impact on interest incurred or cash flows. A change in interest rates on variable rate debt could impact the interest incurred and cash flows and its fair value.

Interest rate risk amounts were determined by considering the impact of hypothetical interest rates on the Company’s financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur. Further, in the event of a change of that magnitude, the Company may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in the Company’s financial structure.

The following table summarizes annual debt maturities, average interest rates and estimated fair values on the Company’s outstanding debt as of September 30, 2015:
 
    For the Years Ended Decmeber 31,                    
    2015     2016     2017     2018     2019     Thereafter     Total     Fair Value  
Fixed rate debt   $ 139,000     $ 614,000     $ 645,000     $ 678,000