---

---

---

---

1310 CONGRESS STREET

1311 PRESTON STREET

Combined Statements of Revenues and Certain Expenses

For the Three Months Ended March 31, 2017 (unaudited)

And the Year Ended December 31, 2016

		March 31, 2017 (unaudited)				December 31, 2016
Revenues:
Base rental revenues		$	187,714			$	726,856
Percentage rents			--				206,016
Retail lease revenue			11,598				38,381
Total revenues			199,312				971,253
Certain Expenses:
Property tax			40,386				183,586
Insurance			5,492				21,884
General and administrative			1,613				1,773
Total certain expenses			47,491				207,243
Revenues in excess of certain expenses		$	151,821			$	764,010

See notes to Combined Statements of Revenues and Certain Expenses

---

1310 CONGRESS STREET

1311 PRESTON STREET

Notes to Statements of Revenues and Certain Expenses

For the Three Months Ended March 31, 2017 (unaudited)

And the Year Ended December 31, 2016

1.

Business

The purchase price was funded from the Company's two lines of credit from KeyBank of (i) $11,275,000 from the Unsecured Credit Facility Line of Credit and (ii) $6,000,000 from the Working Capital Line of Credit with interest rates per annum of 30 Day LIBOR + 2.5 percent and 4.5 percent respectively; a $500,000 loan from iPark who is the tenant under the Leases with a maturity date of September 30, 2017 at an interest rate per annum of 5.75 percent; a loan from the Company's advisor, MVP Realty Advisors, LLC in the amount of $2,100,000 with a maturity date of June 29, 2018 and an interest rate per annum of 5.0 percent; a deferral of a $300,000 real estate commission due to JNL Parking for a period of three months at an interest rate per annum of 1.0 percent, with the remaining amounts funded through the Company' cash flow.

2.	Basis of Presentation

The accompanying Combined Statements of Revenues and Certain Expenses (the "Historical Summary") have been prepared for the purpose of complying with Rule 3-14 of Regulation S-X, promulgated by the Securities and Exchange Commission, and are not intended to be a complete presentation of the Properties' revenues and expenses. The statements exclude certain expenses such as interest, depreciation and amortization and other costs not directly related to the future operation of the Properties that may not be comparable to the expenses expected to be incurred in future operations.  Management is not aware of any material factors relating to the Properties which would cause the reported financial information not to be necessarily indicative of future operations.  The Historical Summary has been prepared on the accrual basis of accounting and requires management to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.

The unaudited Historical Summary for the period from January 1, 2017 through March 31, 2017 contains, in the opinion of management, all adjustments necessary for a fair presentation of the interim statement. All such adjustments are of a normal and recurring nature. The results of operations for the interim period are not necessarily indicative of the results to be expected for a full year of operations of the Properties.

3.

Revenue

Rental revenue from the parking and office leases are recorded when due from the tenant based upon the lease terms and is recognized on a straight-line basis over the term of the leases.  Percentage rent that is due contingent upon tenant performance thresholds, such as gross revenues, is deferred until the underlying annual performance thresholds have been achieved. 

4.	Certain Expenses

Certain expenses include only those expenses expected to be comparable to the proposed future operations of the Properties. Repairs and maintenance expenses, if any, are charged to operations as incurred. Expenses such as depreciation, amortization and interest are excluded from the accompanying Historical Summary.

---

 

5.	Use of Estimates

 

The preparation of the combined statements of revenues and certain expenses in conformity with U.S. generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of revenues and certain expenses during the periods presented.  Actual results could differ from these estimates.

6.	Commitments and Contingencies

Commitments and contingencies include the usual obligations of a real estate property in the normal course of business.  In management's opinion, there matters are not expected to have a material adverse effect on the Properties' future operating results.

7.

Leases

The Properties had two leases with operators of the parking facilities, which were terminated upon sale of the Properties to Company, representing 96.3 percent of the rental revenues of the Properties and one lease with a tenant of the office space representing 3.7 percent of rental revenues.  All leases by the Properties were treated as operating leases.  For the remaining office tenant, future minimum rentals, under non-cancelable operating leases, excluded tenant reimbursement of expenses, in effect as of December 31, 2016, are as follows:

---

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The accompanying Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2017, reflects the financial position of the Company as if the acquisition described in the Notes to the Unaudited Pro Forma Condensed Combined Financial Statements had been completed on March 31, 2017.  The accompanying Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2017 and the year ended December 31, 2016 present the results of operations of the Company as if the transactions described in the Notes to the Unaudited Pro Forma Condensed Combined Financial Statements had been completed on January 1, 2016.

The accompanying Unaudited Pro Forma Condensed Combined Financial Statements are subject to a number of estimates, assumptions, and other uncertainties, and do not purport to be indicative of the actual results of operations that would have occurred had the acquisitions reflected therein in fact occurred on the dates specified, nor do such financial statements purport to be indicative of the results of operations that may be achieved in the future. In addition, the Unaudited Pro Forma Condensed Combined Financial Statements include pro forma allocations of the purchase price for the properties discussed in the accompanying notes based upon preliminary estimates of the fair values of the assets acquired and liabilities assumed in connection with the acquisitions and are subject to change.

---

MVP REIT II, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

March 31, 2017

See notes to unaudited pro forma condensed combined financial statements.

---

		MVP REIT II, Inc.				Pro Forma Adjustments				Pro Forma
Revenues		(A)				(B)
Rental revenue		$	2,002,000			$	368,000			$	2,370,000
Total revenues			2,002,000				368,000				2,370,000
Operating expenses
General and administrative			328,000				12,000				340,000
Merger costs			125,000				--				125,000
Acquisition expenses (E)			1,766,000				--				1,766,000
Acquisition expenses – related party (E)			1,118,000				--				1,118,000
Operation and maintenance			357,000				40,000				397,000
Operation and maintenance – related party (F)			237,000				51,000				288,000
Depreciation (C)			425,000				30,000				455,000
Total operating expenses			4,356,000				133,000				4,489,000
Income (loss) from operations			(2,354,000	)			235,000				(2,119,000	)
Other income (expense)
Interest expense (D)			(796,000	)			(231,000	)			(1,027,000	)
Distribution income – related party			52,000				--				52,000
Income from investment in equity method investee			14,000				--				14,000
Total other income (expense)			(730,000	)			(231,000	)			(961,000	)
Net income (loss)		$	(3,084,000	)		$	4,000			$	(3,080,000	)

		MVP REIT II, Inc.				Pro Forma Adjustments				Pro Forma
Revenues		(A)				(B)
Rental revenue		$	1,602,000			$	1,470,000			$	3,072,000
Total revenues			1,602,000				1,470,000				3,072,000
Operating expenses
General and administrative			1,049,000				22,000				1,071,000
Acquisition expenses (E)			2,472,000				--				2,472,000
Acquisition expenses – related party (E)			1,229,000				--				1,229,000
Operation and maintenance			479,000				184,000				663,000
Operation and maintenance – related party(F)			197,000				205,000				402,000
Seminar			16,000				--				16,000
Depreciation (C)			195,000				121,000				316,000
Total operating expenses			5,637,000				532,000				6,169,000
Income (loss) from operations			(4,035,000	)			938,000				(3,097,000	)
Other income (expense)
Interest expense (D)			(154,000	)			(920,000	)			(1,074,000	)
Distribution income – related party			34,000				--				34,000
Income from investment in equity method investee			3,000				--				3,000
Total other income (expense)			(117,000	)			(920,000	)			(1,037,000	)
Net income (loss)		$	(4,152,000	)		$	18,000			$	(4,134,000	)

---

 

SIGNATURE

By: __/S/ Ed Bentzen ____

        Ed Bentzen

        Chief Financial Officer