Maxus Realty Trust : REPORT FOR QUARTER ENDED JUNE 30, 2022

MAXUS REALTY TRUST, INC.

REPORT FOR QUARTER ENDED JUNE 30, 2022

104 Armour Road, North Kansas City, Missouri 64116

(Address of principal executive offices)

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INDEX	Page
BOARD OF TRUSTEES AND OFFICERS		3
Part I:
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		4
Forward-Looking Statements	4	- 5
General		5
Description of the Company's Business	5-6
Real Property Interests Owned by Company	7-8
Operating and Business Strategy	8-9
COVID-19 Pandemic		10
Results of Operations		10
Funds From Operations (FFO) and Core FFO	11	- 12
Liquidity and Capital Resources	12	- 13
Cash Flow Analysis		13
Debt Obligations	14	- 16
Equity Transactions		16
Legal Proceedings		16
Risk Factors		17
Part II:
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK		18
Part III:
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	19	- 23
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	24	- 36
CERTIFICATION SIGNATURES	37	- 38

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MAXUS REALTY TRUST, INC.	Transfer Agent:
104 Armour Road	American Stock Transfer & Trust Company
P.O. Box 34729	59 Maiden Lane
North Kansas City, MO 64116	New York, NY 10038
Telephone Number: 816-303-4500	Phone: [phone]
Fax Number: 816-221-1829	www.amstock.com
Financial reports can be downloaded using website address:
www.otcmarkets.com (symbol: "MRTI")
Company's website address: www.mrti.com

Board of Trustees

David L. Johnson

Chairman of the Board, President Chief Executive Officer of Maxus Realty Trust, Inc.

Founder and Chairman of Maxus Properties, LLC

Jose Evans

President and sole owner of Assured Quality Title Company

Christopher Garlich

President and sole owner of Automotive Acquisitions, LLC

Monte McDowell

President, Chief Executive Officer and principal shareholder of McDowell Holdings, Inc.

Gregory Orman

President of Exemplar Holdings, LLC

David M. Brain

Retired President & Chief Executive Officer of EPR Properties

Elizabeth S. Adair

Retired Global Tax Director of Airbnb, Inc., CPA, Tax Consultant

Officers
David L. Johnson	Chairman of the Board, President and Chief Executive Officer
Ryan G. Snyder	Vice President, Chief Financial Officer, Treasurer, and Principal Accounting Officer
Gregory T. Wolf	Vice President, General Counsel
Cheryl I. Marshall	Vice President of Operations
DeAnn M. Totta	Vice President of Reporting, Corporate Secretary
Chase T. Watson	Vice President
Adam W. Fletcher	Vice President

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PART I

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in this quarterly report, and the audited consolidated financial statements and notes thereto included in our Annual Report for the year ended December 31, 2021 (the "2021 Annual Report"). This discussion may contain forward-looking statements based on current judgments and current knowledge of management, which are subject to certain risks, trends and uncertainties that could cause actual results to vary from those projected, including but not limited to, those discussed below under "Forward-Looking Statements" and elsewhere in this quarterly report, as well as the "Risk Factors" section in the 2021 Annual Report, as supplemented by the "Risk Factors" section in this quarterly report. Historical results and trends which might appear in the unaudited condensed consolidated financial statements should not be interpreted as being indicative of future operations.

Forward-Looking Statements

This quarterly report includes "forward-looking statements," which are statements, other than statements of historical facts, included in this section and located elsewhere in this quarterly report regarding the prospects of our industry and our prospects, plans, financial position and business strategy. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "plan," "foresee," "believe" or "continue" or the negatives of these terms or variations of them or similar terminology. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others:

• Risks associated with our previously announced strategic review process, including potential changes in market conditions or real estate investor perceptions, adverse external events, changes in our expected use of the proceeds from any property sales, potential losses of business opportunities, increases in our costs and disruptions to our business as a result of the strategic review process;
• Risks associated with the novel strain of coronavirus ("COVID-19") pandemic, including any resurgence thereof;
• Risks associated with real estate assets and the real estate industry, which could decrease revenues or increase costs and adversely affect the economic performance and value of our properties;
• Unfavorable changes in market and economic conditions;
• Our acquisition strategy may not produce the cash flows expected;
• Competition could adversely affect our ability to acquire properties;
• Development, redevelopment, construction and operating risks could affect our profitability;
• Changes in rent control or rent stabilization laws and regulations, eviction laws and regulations and other laws and regulations could have an adverse effect on our operations and property values;
• Losses from catastrophes may exceed our insurance coverage;
• The illiquidity of our real estate interests;
• Tax matters, including a failure to qualify as a Real Estate Investment Trust, and reform of the Internal Revenue Code (the "IRC") could have adverse consequences;
• Our reliance on information technology in our operations, and a potential breach, interruption or security failure of such technology;
• Our dependence on key personnel;
• Litigation risks;
• Our compliance, or failure to comply, with the American Disabilities Act of 1990 or other safety regulations and requirements;
• Our need to make significant capital improvements and incur deferred maintenance costs with respect to our properties;
• Our transactions with affiliated entities and related conflicts of interest;
• Liability relating to environmental matters;
• Moisture infiltration and resulting mold remediation involving our properties;
• The limited public trading market for shares of our common stock and the lack of a requirement for us to effectuate a liquidity event;
• Our significant debt;
• Risks associated with our formation and management of opportunity zone funds, including raising capital for such funds;
• Increases in interest rates and our interest expense;

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• Our ability to generate sufficient cash flows to make required payments for debt obligations or pay distributions to shareholders;
• Our ability to renew, repay or refinance our outstanding debt;
• Volatility in the financial markets;
• Issuances of additional debt;
• The financial condition of Fannie Mae or Freddie Mac and other federal agencies;
• Global geopolitical and economic uncertainty; and
• Such other factors as discussed throughout this quarterly report.

Readers are urged to consider these factors carefully in evaluating the forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included herein are made only as of the date of this quarterly report, and we do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

General

Maxus Realty Trust, Inc. (the "Trust") is a corporation formed on June 14, 1984. Historically, the purpose of the Trust has been to acquire equity investments in income-producing real properties, primarily multifamily apartment communities. However, as discussed below, in the first quarter of 2022, the Trust initiated a strategic review of its property portfolio and, during the second quarter of 2022, the Trust's Board adopted a partial plan of liquidation. Unless the context requires otherwise, "we," "our," "us," the "Company," and the "Trust" refer to the Trust, its consolidated subsidiaries and variable interest entities ("VIEs") for which the Trust is the primary beneficiary.

The Trust's corporate offices are located at 104 Armour Road, North Kansas City, Missouri, 64116, and the telephone number is

1. 303-4500.Our website is located at www.mrti.com. On our website, we make available free of charge our annual and quarterly reports. Information contained on our website does not constitute any part of this quarterly report. Our common stock is quoted on the OTC Pink market tier of the OTC market, which operates an interdealer quotation system and electronic messaging service, called OTC Link®, for broker-dealers to trade OTC equity securities. We post our annual and quarterly reports electronically with the OTC market, which can be found, along with additional information about how the OTC market operates, at the following website address: www.otcmarkets.com (symbol "MRTI").

Description of the Company's Business

We are a self-administered and self-managed real estate investment trust ("REIT"). Since 2004, the Trust has been structured as what is commonly referred to as an umbrella partnership real estate investment trust ("UPREIT") in which the Trust conducts and intends to continue to conduct all of its activities through its subsidiary, Maxus Operating Limited Partnership, a Delaware limited partnership ("MOLP"). Maxus Realty GP, Inc., a Delaware corporation and wholly owned subsidiary of the Trust (the "General Partner"), is the sole general partner of MOLP and has a 0.001% interest in MOLP. As the sole general partner of MOLP, the General Partner generally has the exclusive power under MOLP's limited partnership agreement to manage and conduct the business of MOLP, subject to certain limited approval and voting rights of the limited partners. Maxus Properties, LLC (the "Manager"), a wholly owned subsidiary of MOLP, provides property management services for all of MOLP's properties and certain third-party properties. As of June 30, 2022, we had 340 employees, all of whom are employed by the Manager.

Pursuant to MOLP's limited partnership agreement, MOLP may issue limited partnership operating units (and corresponding limited partnership interests) in return for cash or other property that is contributed to MOLP. Holders of MOLP limited partnership operating units may elect to have their units (and corresponding limited partnership interests) redeemed in return for either (at the Trust's election) the issuance of the Trust's common stock or cash after a one-year holding period. If MOLP limited partnership operating units are redeemed for shares of common stock in the Trust, such units are redeemable on a one unit-for- one share basis. If MOLP limited partnership operating units are redeemed for cash, such units are redeemable at a price per unit based on the average closing price as reported on the OTC market of the Trust's common stock, over a ten-day period preceding the redemption. Holders of MOLP limited partnership operating units are not entitled to rights as shareholders of the Trust prior to conversion of their MOLP limited partnership operating units into shares of the Trust's common stock.

The Trust believes the UPREIT structure enables the Trust to make additional acquisitions of properties from tax-motivated sellers. As an UPREIT, the Trust may issue MOLP limited partnership operating units to tax-motivated sellers who contribute properties to MOLP, which allows those sellers to realize certain tax benefits that would be unavailable to them if the Trust purchased those properties directly for cash or common stock. As of June 30, 2022, the Trust owns approximately 57.9% of the outstanding limited partnership interests in MOLP as well as the general partnership interest. Non-controlling holders of MOLP

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