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What changed in Mobile Infrastructure Corp's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Mobile Infrastructure Corp's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+239 added−275 removedSource: 10-K (2025-03-11) vs 10-K (2024-03-22)

Top changes in Mobile Infrastructure Corp's 2024 10-K

239 paragraphs added · 275 removed · 165 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeObjectives Over the next twelve months, we expect to be focused predominantly on the following strategic objectives: • Working with third-party operators to move towards asset management contracts that better align the performance of the assets with results; • Increase parking revenue by optimizing our mix of transient and contract parking at our parking facilities and improving Revenue per Available Stall ("RevPAS") of the overall portfolio; • Execute on ancillary revenue opportunities; and • Identify opportunities for accretive external growth, including acquisition opportunities that are deemed accretive to the company Asset Management Contracts - In January and February 2024, 26 of our 43 assets converted to management contracts in which revenues and expenses are fully the responsibility of and recognized by us and our operators are paid a set fee.
Biggest changeAdditional details of the Merger are discussed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in this Annual Report. 6 Table of Contents Objectives Over the next twelve months, we expect to be focused predominantly on the following strategic objectives: • Increase parking revenue by optimizing our mix of transient and contract parking at our parking facilities and improving Revenue per Available Stall ("RevPAS") of the overall portfolio; • Collaborate with third-party operators to actively manage parking rates based on local insights and maintain a cost structure that aligns with operations; • Execute on ancillary revenue opportunities; • Identify opportunities for accretive external growth, including acquisition opportunities; and • Selectively dispose of non-core properties, redeploying the net proceeds into acquisition opportunities or to increase our financial flexibility.
Unless otherwise indicated, references in this Annual Report on Form 10-Q to “MIC,” “we,” “us,” “our,” and the “Company” refer to Mobile Infrastructure Corporation and its consolidated subsidiaries prior to the closing of the Merger and to Mobile Infrastructure Corporation (f/k/a Fifth Wall Acquisition Corp. III) and its consolidated subsidiaries following the closing of the Merger, as the context requires.
Unless otherwise indicated, references in this Annual Report on Form 10-K to “MIC,” “we,” “us,” “our,” and the “Company” refer to Mobile Infrastructure Corporation and its consolidated subsidiaries prior to the closing of the Merger and to Mobile Infrastructure Corporation (f/k/a Fifth Wall Acquisition Corp. III) and its consolidated subsidiaries following the closing of the Merger, as the context requires.
References in this Annual Report on Form 10-Q to “Legacy MIC” refer to Mobile Infrastructure Corporation and its consolidated subsidiaries prior to the closing of the Merger. References in this Annual Report on Form 10-K to “FWAC” refer to Fifth Wall Acquisition Corp. III.
References in this Annual Report to “Legacy MIC” refer to Mobile Infrastructure Corporation and its consolidated subsidiaries prior to the closing of the Merger. References in this Annual Report on Form 10-K to “FWAC” refer to Fifth Wall Acquisition Corp. III.
Parking facilities possess several attractive characteristics that are not found in most commercial real estate investments, including: • a customer base that tends to have a strong local component, providing for repeat users; • inflationary hedge given no long-term leases and real time adjustments to parking rates; • negligible leasing commissions; • negligible tenant improvement requirements; and • minimal capital expenditure requirements, given that tenant improvements are not typically required when renewing leases or entering into new leases with tenants, which drives attractive net operating income, or NOI, to cash flow conversion.
Parking facilities possess several attractive characteristics that are not found in most commercial real estate investments, including: • a customer base that tends to have a strong local component, providing for repeat users; • inflationary hedge given no long-term leases and real time adjustments to parking rates; • negligible leasing commissions; • negligible tenant improvement requirements; and • minimal capital expenditure requirements, given that tenant improvements are not typically required when renewing leases or entering into new leases with tenants, which drives attractive NOI to cash flow conversion.
We intend to obtain all permits and approvals necessary under current law to operate our investments. Human Capital We had 18 employees as of December 31, 2023. Employee levels are managed to align with the pace of business and management believes it has sufficient human capital to operate its business successfully.
We intend to obtain all permits and approvals necessary under current law to operate our investments. Human Capital We had 18 employees as of December 31, 2024. Employee levels are managed to align with the pace of business and management believes it has sufficient human capital to operate its business successfully.
ITEM 1. BUSINESS General We are a Maryland corporation focused on acquiring, owning and leasing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States. We target both parking garage and surface lot properties primarily in top 50 U.S.
ITEM 1. BUSINESS General We are a Maryland corporation focused on acquiring, owning and optimizing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States. We target both parking garage and surface lot properties primarily in top 50 U.S.
We will compete with numerous other persons or entities seeking to attract tenants to parking facilities we acquire. These persons or entities may have greater experience and financial strength. There is no assurance that we will be able to attract tenants on favorable terms, if at all.
We will compete with numerous other persons or entities seeking to attract tenants to parking facilities we acquire. These persons or entities may have greater financial strength. There is no assurance that we will be able to attract tenants on favorable terms, if at all.
In the event of a future acquisition of properties, we would expect the foregoing criteria to serve as guidelines; however, management and the board of directors of the Company (the "Board") may vary from these guidelines to acquire properties which they believe represent value or growth opportunities.
In the event of future acquisitions of properties, we would expect the foregoing criteria to serve as guidelines; however, management and the board of directors of the Company (the "Board") may vary from these guidelines to acquire properties which they believe represent value or growth opportunities.
These may include, but are not limited to: • A responsible use of energy, including renewable sources or LED-lighting; • Supporting the adoption of electrified vehicles; • Promoting the long-lived nature of our assets through weather protection and maintenance; • Responsible use of environmentally-friendly products to maintain the appearance of our assets • Ensuring that the members of our Board and management team, including our asset management team, are made up of individuals with diverse backgrounds and experiences.
These may include, but are not limited to: • A responsible use of energy, including renewable sources or LED-lighting; • Supporting the adoption of electrified vehicles; • Promoting the long-lived nature of our assets through weather protection and maintenance; • Responsible use of environmentally-friendly products to maintain the appearance of our assets; • Ensuring that the members of our Board and management team, including our asset management team, are made up of individuals with diverse backgrounds and experiences; and • Alignment of long-term performance-based compensation for our executives with our investors.
Metropolitan Statistical Areas (“MSAs”), with proximity to key demand drivers, such as commerce, events and venues, government and institutions, hospitality and multifamily central business districts. As of December 31, 2023, we owned 43 parking facilities in 21 separate markets throughout the United States, with a total of approximately 15,700 parking spaces and approximately 5.4 million square feet.
Metropolitan Statistical Areas (“MSAs”), with proximity to key demand drivers, such as commerce, events and venues, government and institutions, hospitality and multifamily central business districts. As of December 31, 2024 , we owned 40 parking facilities in 20 separate markets throughout the United States, with a total of approximately 15,100 parking spaces and approximately 5.2 million square feet.
For example, our competitors may be willing to offer space at rental rates below our rates, causing the Company to lose existing or potential tenants and pressuring us to reduce our rental rates to retain existing tenants or convince new tenants to lease space at our properties.
For example, our competitors may be willing to offer parking at rates below our rates, causing us to lose existing or potential parkers and pressuring us to reduce our rates to retain existing parkers or convince new parkers to park at our properties.
We expect our asset management team to consider ESG factors such as climate change, natural resource sustainability, pollution and waste, human capital, product safety, social opportunity, corporate governance and ethics, along with a range of other potential factors, to assess the expected performance risk of our investments over time.
We believe that by incorporating ESG attributes into our investment analysis, we have a more complete assessment of the risks associated with each investment. 9 Table of Contents We expect our asset management team to consider ESG factors such as climate change, natural resource sustainability, pollution and waste, human capital, product safety, social opportunity, corporate governance and ethics, along with a range of other potential factors, to assess the expected performance risk of our investments over time.
Advances in transportation and other technology provide additional demand for our ideally-located assets. We believe continued growth in EV charging needs, solar energy, rideshare staging, fleet management, 5g and other wireless technologies, and storage are all potential sources of demand.
Ancillary Revenue - Our approach to active asset management will allow us to pursue ancillary revenue opportunities with tech-enabled businesses. Advances in transportation and other technology provide additional demand for our ideally-located assets. We believe continued growth in EV charging needs, solar energy, rideshare staging, fleet management, 5G and other wireless technologies, and storage are all potential sources of demand.
Each of these factors could adversely affect results of operations, financial condition, value of our investments and ability to pay distributions. 7 Table of Contents Government Regulations Our investments are subject to various federal, state, local and foreign laws, ordinances and regulations, including, among other things, zoning regulations, land use controls, environmental controls relating to air and water quality, noise pollution and indirect environmental impacts such as increased motor vehicle activity.
Government Regulations Our investments are subject to various federal, state, local and foreign laws, ordinances and regulations, including, among other things, zoning regulations, land use controls, environmental controls relating to air and water quality, noise pollution and indirect environmental impacts such as increased motor vehicle activity.
In expanding our portfolio, we will seek investments that address multiple key demand drivers and demonstrate consistent consumer use which we believe will generate cash flows and provide greater predictability during periods of economic uncertainty.
We have historically focused primarily on investing in income-producing parking lots and garages with air rights in top MSAs. In expanding our portfolio, we will seek investments that address multiple key demand drivers and demonstrate consistent consumer use which we believe will generate cash flows and provide greater predictability during periods of economic uncertainty.
As such, we have a pipeline of acquisitions that is both bespoke and actionable that we believe are largely unavailable to our competitors. We intend to continue to consolidate the industry through acquisitions, partnering with both owners and tenants, to create a meaningful pipeline and scale.
As such, we have a pipeline of acquisitions that is both bespoke and actionable that we believe are largely unavailable to our competitors.
When paired with smaller scale owners lacking the financial wherewithal to endure prolonged financial disruption, we see a unique opportunity to consolidate within the industry. 6 Table of Contents Our Portfolio Our management team has a long experience in the parking industry; we often receive off-market calls for parking facilities that we believe are not yet being marketed for sale, and have early notices on properties just getting ready to be marketed.
Our Portfolio Our management team has extensive experience in the parking industry; we often receive off-market calls for parking facilities that we believe are not yet being marketed for sale, and have early notices on properties just getting ready to be marketed.
III On August 25, 2023 (the “Closing Date”), we consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger”), as amended by the First Amendment to the Agreement and Plan of Merger, by and among FWAC, Queen Merger Corp. I, a Maryland corporation and wholly-owned subsidiary of FWAC, and Legacy MIC.
III On August 25, 2023 (the “Closing Date”), we consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of December 13, 2022, as amended by the First Amendment to the Agreement and Plan of Merger, dated as of March 23, 2023, as amended (the “Merger Agreement”), by and among FWAC, Queen Merger Corp.
This data provides insights and allows us to create actionable asset management outcomes such as pricing optimization strategies. In addition, we are utilizing a combination of operator local insights and an internal sales team to identify opportunities to increase our monthly parking contracts and utilization.
We are utilizing a combination of local operator insights and an internal sales team to identify opportunities to increase our monthly parking contracts and utilization.
We believe land scarcity in high-traffic areas where we buy causes limited supply and high barriers to entry in the locations with the most demand drivers for our asset class.
We believe land scarcity in high-traffic areas where we buy causes limited supply and high barriers to entry in the locations with the most demand drivers for our asset class. When this dynamic is paired with smaller scale owners lacking the financial wherewithal to endure prolonged financial disruption, we see a unique opportunity to consolidate within the industry.
Corporate Information Our principal executive officers are located at 30 W. 4 th Street, Cincinnati, Ohio 45202, and our telephone number is (513) 834-5110. Our website is www.mobileit.com. The information found on, or that can be accessed from or that is hyperlinked to, our website, is not part of this Annual Report.
To ensure that the material risk considerations are incorporated into our strategy, we regularly review our performance against ESG best practices. Corporate Information Our principal executive officers are located at 30 W. 4 th Street, Cincinnati, Ohio 45202, and our telephone number is (513) 834-5110. Our website is www.mobileit.com.
In addition, we had concentrations in Cincinnati (19.4% and 19.2%), Detroit (10.3% and 12.5%), and Chicago (9.1% and 8.7%) based on gross book value of real estate as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, 60.1% and 59.2% of our outstanding accounts receivable balance, respectively, was with SP+.
See “Risk Factors— The operations of a large number of our properties in our portfolio are currently concentrated with two tenant operators. ” 8 Table of Contents In addition, we had concentrations in Cincinnati (18.8% and 19.4%), Detroit (10.4% and 10.3%), and Chicago (9.2% and 9.1%) based on gross book value of real estate as of December 31, 2024 and 2023, respectively.
This change is also expected to result in better revenue linearity compared to revenue recognition in our current lease agreements, in which lease payments are based on cash collections from operators. The conversion to asset management contracts also provides enhanced visibility on the underlying performance of the portfolio within our financial results.
This change is expected to result in better revenue linearity compared to revenue recognition in our lease agreements, in which lease payments are based on cash collections from operators. We believe asset management contracts provide the opportunity for net operating income ("NOI") growth and stability through expense management and enhanced data sharing on the pricing strategies at each location.
Our investment strategy has historically focused primarily on acquiring, owning and leasing parking facilities, including parking lots, parking garages and other parking structures throughout the United States. We have historically focused primarily on investing in income-producing parking lots and garages with air rights in top MSAs.
We intend to continue to consolidate the industry through acquisitions, partnering with both owners and tenants, to create a meaningful pipeline and scale. 7 Table of Contents Our investment strategy has historically focused primarily on acquiring, owning and optimizing parking facilities, including parking lots, parking garages and other parking structures throughout the United States.
Concentration We had fourteen and fifteen parking operators during the years ended December 31, 2023 and 2022, respectively. One tenant/operator, SP + Corporation (Nasdaq: SP) (“SP+”), represented 61.3% and 60.5% of our revenue, excluding commercial revenue, for the years ended December 31, 2023 and 2022, respectively.
(“Metropolis”) acts as either a lease tenant or an operator agent represented 55.7% and 61.3% of our revenue, excluding commercial revenue, for the years ended December 31, 2024 and 2023, respectively.
Removed
FWAC was a blank check, Cayman Islands exempted company, incorporated in February 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more business entities. As part of the Merger, FWAC was converted to a Maryland corporation and changed its name to Mobile Infrastructure Corporation.
Added
I, a Maryland corporation and wholly-owned subsidiary of FWAC (“Merger Sub”), and Legacy MIC (as defined below), whereby (i) Merger Sub merged with and into Legacy MIC (the “First Merger”) with Legacy MIC continuing as the surviving entity and (ii) immediately following the consummation of the First Merger, Legacy MIC merged with and into FWAC (collectively with the First Merger, the “Merger”), with FWAC continuing as the surviving entity.
Removed
Additional details of the Merger are discussed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in this Annual Report.
Added
As contemplated by the Merger Agreement, FWAC was converted to a Maryland corporation and changed its name to Mobile Infrastructure Corporation.
Removed
We believe asset management contracts provide the opportunity for net operating income ("NOI") growth and stability through expense management, and will reduce the revenue variability associated with the timing of payments for contract parking agreements.
Added
In connection with the Merger, Mobile Infra Operating Partnership, L.P., a Maryland limited partnership (the “Operating Partnership”), converted from a Maryland limited partnership to a Delaware limited liability company, Mobile Infra Operating Company, LLC (following the conversion, the “Operating Company”).
Removed
Our intent is to convert our remaining assets to asset management contracts by the end of 2027, with additional assets expected to be converted during 2024. Increase Parking Revenue - We have been implementing our proprietary technology across our portfolio, which provides real-time information on the performance of our assets.
Added
The Company is a member of the Operating Company and owns substantially all of its assets and conducts substantially all of its operations through the Operating Company.
Removed
We believe the combination of leveraging technology and increasing the level of contract parking at certain assets in our portfolio will be a meaningful source of organic revenue growth, should the return to work trend remain positive. Ancillary Revenue - Our approach to active asset management will allow us to pursue ancillary revenue opportunities with tech-enabled businesses.
Added
Optimize Parking Mix - We monitor the performance of our assets using multiple metrics to measure rates, volumes, and utilization. Our metrics provide data based on two categories of parkers: Transient and Contract. Transient Parkers include customers who arrive at our parking facilities and have the right to park in any open spot not otherwise marked as reserved.
Removed
See “Risk Factors— The operations of a large number of our properties in our portfolio are currently concentrated with one tenant operator. ” Premier Parking Service, LLC represented 12.1% and 12.4% of our revenue, excluding commercial revenue, for the years ended December 31, 2023 and 2022, respectively.
Added
Contract Parkers include customers who pay, generally in advance, to have the right to access the facility for a set period. We believe each location has an optimal mix of these two types of parkers that will help maximize revenue at our assets.
Removed
We believe that by incorporating ESG attributes into our investment analysis, we have a more complete assessment of the risks associated with each investment.
Added
We believe that this will drive an increase in demand that will also provide opportunities to increase rates for Transient Parkers, which we believe will in turn will be a meaningful source of organic revenue growth.
Removed
As of the date of this prospectus, the members of our Board will be comprised of approximately 43% underrepresented minorities, 29% women and 14% LGBTQ+; and • Alignment of long-term performance-based compensation for our executives with our investors. To ensure that the material risk considerations are incorporated into our strategy, we regularly review our performance against ESG best practices.
Added
Asset Management Collaboration - In 2024, 29 of our 40 assets converted to management contracts in which revenues and expenses are fully the responsibility of and recognized by us and our operators are paid a fee for management services.
Added
The combination of additional data and our active asset management collaboration with our operators provides insights and allows us to create actionable asset management outcomes such as pricing optimization strategies. Our intent is to convert our remaining assets to asset management contracts by the end of 2027.
Added
Concentration Our operators may act as agents collecting revenues on our behalf or may act as lessee if under a lease agreement. The revenue from locations where Metropolis Technologies, Inc.
Added
Revenue from locations where LAZ Parking ("LAZ") acts as either a lease tenant or an operator agent represented 15.3% and 3.2% of our revenue, excluding commercial revenue, for the years ended December 31, 2024 and 2023, respectively.
Added
We had concentrations of our outstanding accounts receivable balance with Metropolis of 31.9% and 60.1% as of December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, the majority of these receivable balances represent cash paid by parkers that was collected on our behalf by these operators.
Added
Each of these factors could adversely affect results of operations, financial condition, value of our investments and ability to pay distributions.
Added
The information found on, or that can be accessed from or that is hyperlinked to, our website, is not part of this Annual Report.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThese material weaknesses could adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner. • We may face litigation and other risks as the result of the material weakness in our internal control over financial reporting. • We may not be able to access financing sources on attractive terms, or at all, which could adversely affect our ability to execute our business plan. • If we cannot obtain sufficient capital on acceptable terms our business and our ability to operate could be materially adversely impacted.
Biggest changeRisks Related to Financial, Tax and Accounting Issues • We may have future financing needs and may not be able to access financing sources on acceptable terms, or at all, which could adversely affect our ability to execute our business plan. • If we fail to maintain effective internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner or prevent fraud and be subject to fines, penalties or judgments, which can harm our reputation or otherwise cause a decline in investor confidence. • We may face litigation and other risks as the result of the previously identified material weakness in our internal control over financial reporting.
If adverse economic conditions reduce discretionary spending, business travel or other economic activity, such as sporting events and entertainment, that fuels demand for parking, our revenues could be reduced. In addition, our parking facilities tend to be concentrated in urban areas.
In addition, if adverse economic conditions reduce discretionary spending, business travel or other economic activity, such as sporting events and entertainment, that fuels demand for parking, our revenues could be reduced. In addition, our parking facilities tend to be concentrated in urban areas.
Additionally, certain provisions contained in the Charter and the bylaws of the Company (the “Bylaws”) may further deter persons from attempting to acquire control of us and implement changes that may be beneficial to our investors, including, for example, provisions relating to: • the exclusive power of the Board to fill vacancies on the Board; • limitations on the ability of, and various requirements that must be satisfied in order for, our stockholders to propose nominees for election to the Board and propose other business to be considered at a meeting of our stockholders; • the exclusive power of the Board to amend the Bylaws; • the power of the Board to adopt certain amendments to the Charter without stockholder approval, including the authority to increase or decrease the number of authorized shares of stock, to create new classes or series of stock (including a class or series of stock that could delay or prevent a transaction or a change in control of us that might involve a premium for Common Stock or otherwise be in the best interests of our stockholders) and to classify or reclassify any unissued shares of stock from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of Common Stock or any new class or series of shares created by the Board; • the requirement that amendments to the Charter by our stockholders may be made only if declared advisable by the Board; • the business combination provisions of the Maryland General Corporation Law (the “MGCL”) that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our then outstanding Common Stock or an affiliate or associate of us who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding Common Stock) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder and, thereafter, imposes special stockholder voting requirements to approve these combinations unless the consideration being received by common stockholders satisfies certain conditions.
Additionally, certain provisions contained in the Charter and the bylaws of the Company (the “Bylaws”) may further deter persons from attempting to acquire control of us and implement changes that may be beneficial to our investors, including, for example, provisions relating to: • the exclusive power of the Board to fill vacancies on the Board; • limitations on the ability of, and various requirements that must be satisfied in order for, our stockholders to propose nominees for election to the Board and propose other business to be considered at a meeting of our stockholders; • the exclusive power of the Board to amend the Bylaws; • the power of the Board to adopt certain amendments to the Charter without stockholder approval, including the authority to increase or decrease the number of authorized shares of stock, to create new classes or series of stock (including a class or series of stock that could delay or prevent a transaction or a change in control of us that might involve a premium for Common Stock or otherwise be in the best interests of our stockholders) and to classify or reclassify any unissued shares of stock from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of Common Stock or any new class or series of shares created by the Board; • the requirement that amendments to the Charter by our stockholders may be made only if declared advisable by the Board; 29 Table of Contents • the business combination provisions of the Maryland General Corporation Law (the “MGCL”) that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our then outstanding Common Stock or an affiliate or associate of us who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding Common Stock) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder and, thereafter, imposes special stockholder voting requirements to approve these combinations unless the consideration being received by common stockholders satisfies certain conditions.
While our operators continue to execute on the asset-level business plans, it is possible that the economic slowdown will materially impact the performance of our assets. Our inability or the inability of our operators to execute on these business plans could have a material adverse effect on our business, financial condition and results of operations.
While our operators continue to execute on the asset-level business plans, it is possible that an economic slowdown will materially impact the performance of our assets. Our inability or the inability of our operators to execute on these business plans could have a material adverse effect on our business, financial condition and results of operations.
In the event of a default under the Credit Agreement or any future debt agreement, the lenders could terminate their commitments to lend or accelerate the loans and declare all amounts borrowed under the Credit Agreement due and payable.
In the event of a default under the Line of Credit or any future debt agreement, the Lenders could terminate their commitments to lend or accelerate the loans and declare all amounts borrowed under the Line of Credit due and payable.
Holders of Series 1 Preferred Stock and Series A Preferred Stock will have the right to require us to convert their Series 1 Preferred Stock and Series A Preferred Stock into Common Stock, but we may, at our option, redeem such shares of Preferred Stock for cash.
Holders of Series 1 Preferred Stock and Series A Preferred Stock have the right to require us to convert their Series 1 Preferred Stock and Series A Preferred Stock into Common Stock, but we may, at our option, redeem such shares of Preferred Stock for cash.
The Operating Company is not permitted to indemnify or advance funds to any person (a) with respect to any action initiated by the person seeking indemnification without the board’s approval (except for any proceeding brought to enforce such person’s right to indemnification under the Operating Agreement) or (b) if the person is found to be liable to the Operating Company on any portion of any claim in the action. 25 Table of Contents In addition, the Operating Agreement provides for the issuance of membership units designated as LTIP Units and Performance Units.
The Operating Company is not permitted to indemnify or advance funds to any person (a) with respect to any action initiated by the person seeking indemnification without the board’s approval (except for any proceeding brought to enforce such person’s right to indemnification under the Operating Agreement) or (b) if the person is found to be liable to the Operating Company on any portion of any claim in the action. 31 Table of Contents In addition, the Operating Agreement provides for the issuance of membership units designated as LTIP Units and Performance Units.
If we are unable to comply with the restrictions and covenants in the Credit Agreement or any future debt agreement or if we default under the terms of the Credit Agreement or any future debt agreement, there could be an event of default.
If we are unable to comply with the restrictions and covenants in the Line of Credit or any future debt agreement or if we default under the terms of the Line of Credit or any future debt agreement, there could be an event of default.
Weather conditions, such as hurricanes, snow, flooding or severe weather storms, and other natural disasters and acts of terrorism could also disrupt our parking operations and further reduce the demand for parking. 11 Table of Contents We may be unable to grow our business by acquisitions of additional parking facilities. Our investment strategy involves the acquisition of additional parking facilities.
Weather conditions, such as hurricanes, snow, flooding or severe weather storms, and other natural disasters and acts of terrorism could also disrupt our parking operations and further reduce the demand for parking. 14 Table of Contents We may be unable to grow our business by acquisitions of additional parking facilities. Our investment strategy involves the acquisition of additional parking facilities.
The value of real estate may be adversely affected by a number of risks, including: • epidemics, pandemics or other outbreaks of all illness, disease or virus (such as the COVID-19 pandemic); • natural disasters such as hurricanes, snow, earthquakes, flood or severe weather storms; • acts of war or terrorism, including the consequences of terrorist attacks; • adverse changes in national, regional and local economic and real estate conditions; • an oversupply of (or a reduction in demand for) space in the areas where particular properties are located and the attractiveness of particular properties to prospective tenants; • changes in governance laws and regulations, fiscal policies and zoning ordnances and related costs of compliance therewith and the potential for liability under applicable laws; • costs associated with the need to periodically repair or replace operators at our properties; • costs associated with real property taxes and changes in tax rates; • costs of remediation and liabilities associated with environmental conditions affecting properties; • costs associated with complying with the Americans with Disabilities Act of 1990, as amended, or the Americans with Disabilities Act; • over-concentrations in certain geographic areas; • sports strikes, particularly those that persist for an extended period of time, or a significant decrease in the number of games played, or the occurrence of a significant number of games with limited or no fans attending; • the worsening of economic or real estate conditions in the geographic area in which our investments may be concentrated; and • the potential for uninsured or underinsured property losses.
The value of real estate may be adversely affected by a number of risks, including: • epidemics, pandemics or other outbreaks of all illness, disease or virus (such as the COVID-19 pandemic); • natural disasters such as hurricanes, snow, earthquakes, flood or severe weather storms; • civil unrest, crime, or the perception of crime; • acts of war or terrorism, including the consequences of terrorist attacks; • adverse changes in national, regional and local economic and real estate conditions; • an oversupply of (or a reduction in demand for) space in the areas where particular properties are located and the attractiveness of particular properties to prospective tenants; 17 Table of Contents • changes in governance laws and regulations, fiscal policies and zoning ordnances and related costs of compliance therewith and the potential for liability under applicable laws; • costs associated with the need to periodically repair or replace operators at our properties; • costs associated with real property taxes and changes in tax rates; • costs of remediation and liabilities associated with environmental conditions affecting properties; • costs associated with complying with the Americans with Disabilities Act of 1990, as amended, or the Americans with Disabilities Act; • over-concentrations in certain geographic areas; • sports strikes, particularly those that persist for an extended period of time, or a significant decrease in the number of games played, or the occurrence of a significant number of games with limited or no fans attending; • the worsening of economic or real estate conditions in the geographic area in which our investments may be concentrated; and • the potential for uninsured or underinsured property losses.
Moreover, changing lifestyles and technological innovations also may decrease the need for parking spaces, thereby decreasing the demand for parking facilities. The need for parking spaces, for example, may decrease as the public increases its use of livery service companies and ridesharing companies or elects to take public transit for their transportation needs.
Moreover, changing lifestyles and technological innovations also may decrease the need for parking spaces, thereby decreasing the demand for parking facilities. The need for parking spaces, for example, may decrease as the public increases its use of delivery service companies and ridesharing companies or elects to take public transit for their transportation needs.
Any such litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources. 21 Table of Contents Holders of our Preferred Stock have dividend, liquidation and other rights that are senior to the rights of the holders of Common Stock.
Any such litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources. 25 Table of Contents Holders of our Preferred Stock have dividend, liquidation and other rights that are senior to the rights of the holders of Common Stock.
Additionally, we may not be able to amend the Credit Agreement or any future debt agreement or obtain needed waivers on satisfactory terms. We may be required to take write-downs or write-offs, restructuring and impairment or other charges.
Additionally, we may not be able to amend the Line of Credit or any future debt agreement or obtain needed waivers on satisfactory terms. We may be required to take write-downs or write-offs, restructuring and impairment or other charges.
We enter into agreements with operators who assist us in offering parking facilities to the public and providing contracted parking to customers. One of our strategic objectives is to focus heavily on the performance of each parking facility, working with our operators to create a business plan for each parking facility to improve cash flow and rental income.
We enter into agreements with operators who assist us in offering parking facilities to the public and providing contracted parking to customers. One of our strategic objectives is to focus heavily on the performance of each parking facility, working with our operators to create a business plan for each parking facility to improve cash flow and revenue.
Such laws or regulations could adversely impact the demand for our services and our business. 13 Table of Contents Changes to office work policies have had, and may continue to have, a material adverse effect on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations.
Such laws or regulations could adversely impact the demand for our services and our business. Changes to office work policies have had, and may continue to have, a material adverse effect on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations.
The issuance of Common Stock upon any exercise or conversion, as applicable, of the Warrant, Common Units or Preferred Stock or redemption of Preferred Stock also may have the effect of reducing our net income per share (or increasing our net loss per share).
The issuance of Common Stock upon any exercise or conversion, as applicable, of the Warrants, Common Units or Preferred Stock or redemption of Preferred Stock also may have the effect of reducing our net income per share (or increasing our net loss per share).
Even if we issue public guidance, there can be no assurance that we will continue to do so in the future. If securities or industry analysts do not publish research or reports about our business or publish negative reports, the market price of our Common Stock could decline.
Even if we issue public guidance, there can be no assurance that we will continue to do so in the future. 26 Table of Contents If securities or industry analysts do not publish research or reports about our business or publish negative reports, the market price of our Common Stock could decline.
These policies may not be available at a reasonable cost, if at all, which could inhibit our ability to finance or refinance real property we may hold. 14 Table of Contents In such instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses.
These policies may not be available at a reasonable cost, if at all, which could inhibit our ability to finance or refinance real property we may hold. In such instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses.
In addition, our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including: • variations in quarterly operating results or dividends, if any, to investors; • additions or departures of key management personnel; • publication of research or reports about our industry; • litigation and government investigations; • changes or proposed changes in laws or regulations or differing interpretations or enforcement of laws or regulations affecting our business; • adverse market reaction to any indebtedness incurred or securities issued in the future; • changes in market valuations of similar companies; • adverse publicity or speculation in the press or investment community; and • announcements by competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures, or capital commitments In response to any of the foregoing developments, the market price of shares of our Common Stock could decrease significantly.
In addition, our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including: • variations in quarterly operating results or dividends, if any, to investors; • additions or departures of key management personnel; • publication of research or reports about our industry; • litigation and government investigations; • changes or proposed changes in laws or regulations or differing interpretations or enforcement of laws or regulations affecting our business; • adverse market reaction to any indebtedness incurred or securities issued in the future; • changes in market valuations of similar companies; • adverse publicity or speculation in the press or investment community; and • announcements by competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures, or capital commitments.
Any additional ownership changes may further limit the ability to use the NOL carryforwards 18 Table of Contents Risks Related to Our Indebtedness and Certain Other Obligations We have debt, and we may incur additional debt; if we are unable to comply with the restrictions and covenants in the Credit Agreement, there could be an event of default under the terms of the Credit Agreement, which could result in an acceleration of repayment.
Any additional ownership changes may further limit the ability to use the NOL carryforwards. 22 Table of Contents Risks Related to Our Indebtedness and Certain Other Obligations We have debt, and we may incur additional debt; if we are unable to comply with the restrictions and covenants in the Line of Credit or any future debt agreement, there could be an event of default under the terms of the Line of Credit or a future debt agreement, which could result in an acceleration of repayment.
Risks Related to Our Indebtedness and Certain Other Obligations • We have debt, and we may incur additional debt; if we are unable to comply with the restrictions and covenants in the Credit Agreement, there could be an event of default under the terms of the Credit Agreement, which could result in an acceleration of repayments. • We may be required to take write-downs or write-offs, restructuring and impairment or other charges.
Risks Related to Our Indebtedness and Certain Other Obligations • We have debt, and we may incur additional debt; if we are unable to comply with the restrictions and covenants in the Line of Credit or any future debt agreement, there could be an event of default under the terms of the Line of Credit or a future debt agreement, which could result in an acceleration of repayment. • We may be required to take write-downs or write-offs, restructuring and impairment or other charges.
Legacy MIC was formed on May 4, 2015, and our current management team has been in place since August 2021. Accordingly, we have a limited operating history, particularly as an internally managed company. Investors should not assume that our future performance will be similar to our past performance.
Legacy MIC was formed on May 4, 2015, and our current management team has been in place since August 2021. Accordingly, we have a limited operating history. Investors should not assume that our future performance will be similar to our past performance.
Pursuant to the Incentive Award Plan, we may issue an aggregate of up to 3,687,500 of shares of Common Stock and restricted stock units or incentive units of the Operating Company (or a similar type of incentive equity security permitted under the Incentive Award Plan) issuable to certain of our officers and directors as determined by the compensation committee of the Board, which amount will be subject to increase from time to time.
Pursuant to the Mobile Infrastructure Corporation and Mobile Infra Operating Company, LLC 2023 Incentive Award Plan (the “Incentive Award Plan”), we may issue an aggregate of up to 3,687,500 of shares of Common Stock and restricted stock units or incentive units of the Operating Company (or a similar type of incentive equity security permitted under the Incentive Award Plan) issuable to certain of our officers and directors as determined by the compensation committee of the Board, which amount will be subject to increase from time to time.
We incurred net losses attributable to our common stockholders of $ 32.1 mi llion and $11.1 million for the fiscal years ended December 31, 2023 and 2022, respectively, and we may experience additional net losses in the future and not be profitable or realize growth in the value of our portfolio.
We incurred net losses attributable to our common stockholders of $7.5 mi llion and $32.5 million for the fiscal years ended December 31, 2024 and 2023, respectively, and we may experience additional net losses in the future and not be profitable or realize growth in the value of our portfolio.
As a result, our ability to make distributions to investors may be impaired. In addition, increased competition for customers may require us to make capital improvements to facilities that we would not otherwise make. 12 Table of Contents The operations of a large number of our properties in our portfolio are currently concentrated with one tenant operator.
As a result, our ability to make distributions to investors may be impaired. In addition, increased competition for customers may require us to make capital improvements to facilities that we would not otherwise make. The operations of a large number of our properties in our portfolio are currently concentrated with two tenant operators.
As of December 31, 2023, we had aggregate U.S. federal and state net operating loss carryforwards (“NOLs”) of $73,827,280 (of which $8,585,685 was incurred in tax years beginning before January 1, 2018), which may be available to offset future taxable income for income tax purposes, and portions of which expire in various years.
As of December 31, 2024, we had aggregate U.S. federal and state net operating loss carryforwards (“NOLs”) of $95,802,866 (of which $8,585,685 was incurred in tax years beginning before January 1, 2018), which may be available to offset future taxable income for income tax purposes, and portions of which expire in various years.
All such shares may be issued in the discretion of the Board. 22 Table of Contents A stockholder’s interest in us may be diluted if we: (a) sell additional shares of stock in the future, (b) sell securities that are convertible into Common Stock, (c) issue Common Stock in a private offering of securities to institutional investors, or (d) issue Common Stock to sellers of properties acquired by us in connection with an exchange for Common Units, which are convertible into Common Stock.
A stockholder’s interest in us may be diluted if we: (a) sell additional shares of stock in the future, (b) sell securities that are convertible into Common Stock, (c) issue Common Stock in a private offering of securities to institutional investors, or (d) issue Common Stock to sellers of properties acquired by us in connection with an exchange for Common Units, which are convertible into Common Stock.
Summary Risk Factors Risks Related to Our Business • Increased fuel prices may adversely affect our operating environment and costs. • We have a limited operating history which makes our future performance difficult to predict. • We have a history of losses, and we may not be able to achieve or sustain profitability in the future. • We depend on our management team.
Summary Risk Factors Risks Related to Our Business • We have a limited operating history which makes our future performance difficult to predict. • We have a history of losses, and we may not be able to achieve or sustain profitability in the future. • We depend on our management team.
Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities.
Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may prevent us from obtaining debt financing.
Our actual results may not always be in line with or exceed any guidance we have provided, especially in times of economic uncertainty, such as the current global economic uncertainty being experienced as a result of the war in Ukraine, the Israel-Hamas war and the recent U.S. Federal Reserve interest rate hikes.
Our actual results may not always be in line with or exceed any guidance we have provided, especially in times of economic uncertainty, such as the current global economic uncertainty being experienced as a result of the war in Ukraine and the Israel-Hamas war.
In addition, the Board may classify or reclassify any unissued shares of stock into other classes or series of stock without the necessity of obtaining stockholder approval.
In addition, the Board may classify or reclassify any unissued shares of stock into other classes or series of stock without the necessity of obtaining stockholder approval. All such shares may be issued in the discretion of the Board.
The failure or inability of SP+ (or Metropolis, if the proposed transaction is consummated) to satisfy its obligations to us or effectively and efficiently operate our properties could adversely affect our financial position, results of operations and cash flows. See the section titled “Business—Concentration. ” Our use of third-party operators exposes us to certain risks.
The failure or inability of Metropolis or LAZ to satisfy their obligations to us or effectively and efficiently operate our properties could adversely affect our financial position, results of operations and cash flows. See the section titled “Business—Concentration. ” Our use of third-party operators exposes us to certain risks.
Although we take various actions to maintain the security and integrity of our information technology networks and related systems and have implemented various measures to manage the risk of a security breach or disruption, we cannot be sure that our security efforts and measures will be effective or that any attempted security breaches or disruptions would not be successful or damaging.
Any or all of the foregoing could materially and adversely affect our business. 12 Table of Contents Although we take various actions to maintain the security and integrity of our information technology networks and related systems and have implemented various measures to manage the risk of a security breach or disruption, we cannot be sure that our security efforts and measures will be effective or that any attempted security breaches or disruptions would not be successful or damaging.
Any sales of our Common Stock (including shares of Common Stock issuable upon the exercise or conversion, as applicable, of the Warrant, Common Units or Preferred Stock or the redemption of Preferred Stock) pursuant to Rule 144 under the Securities Act or our effective registration statements on Form S-11, filed with the SEC on September 25, 2023 (as amended), could adversely affect the prevailing market price of our Common Stock.
Any sales of our Common Stock (including shares of Common Stock issuable upon the exercise or conversion, as applicable, of the Warrants, Common Units or Preferred Stock or the redemption of Preferred Stock) pursuant to Rule 144 under the Securities Act or our effective registration statements on Form S-11, filed with the SEC on September 25, 2023, as post-effectively amended by Post Effective Amendment No.1 to Form S-11, filed with the SEC on April 12, 2024, could adversely affect the prevailing market price of our Common Stock.
Risks Related to Our Business and Industry Increased fuel prices may adversely affect our operating environment and costs. Fuel prices have a direct impact on the ability and frequency of consumers to engage in activities related to transportation. Increases in the price of fuel may result in higher transportation costs and adversely affect consumer use at our parking garages.
For example, fuel prices have a direct impact on the ability and frequency of consumers to engage in activities related to transportation. Increases in the price of fuel may result in higher transportation costs and adversely affect consumer use at our parking garages.
Osher, a member of the Board, as a group, control more than 50% of the voting power of our outstanding Common Stock, and as a result, we are a “controlled company” within the meaning of applicable rules of the NYSE American.
As of December 31, 2024, Jeffrey B. Osher, a member of the Board, controls more than 50% of the voting power of our outstanding Common Stock, and as a result, we are a “controlled company” within the meaning of applicable rules of the NYSE American.
If this were to occur, we could face significant material adverse consequences, including: • a limited availability of market quotations for our securities; • reduced liquidity for our securities; • a determination that our Common Stock is a “penny stock” which will require brokers trading in our Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Common Stock; • a limited amount of news and analyst coverage for us; and • a decreased ability to issue additional securities or obtain additional financing in the future. 23 Table of Contents Future offerings of debt, which would be senior to the Common Stock upon liquidation, and/or preferred equity securities, which may be senior to the Common Stock for purposes of distributions or upon liquidation, may adversely affect the market price of the Common Stock.
If this were to occur, we could face significant material adverse consequences, including: • a limited availability of market quotations for our securities; • reduced liquidity for our securities; • a determination that our Common Stock is a “penny stock” which will require brokers trading in our Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Common Stock; • a limited amount of news and analyst coverage for us; and • a decreased ability to issue additional securities or obtain additional financing in the future.
The issuance of additional shares or other equity securities of equal or senior rank would have the following effects: • existing stockholders’ proportionate ownership interest in us will decrease; • the amount of cash available per share, including for payment of dividends in the future, may decrease; • the relative voting strength of each share of previously outstanding common stock may be diminished; and • the market price of our Common Stock could decline.
In addition, the existence of Preferred Stock may encourage short selling by market participants because the existence of redemption payments could depress the value or market price of the Common Stock. 27 Table of Contents The issuance of additional shares or other equity securities of equal or senior rank would have the following effects: • existing stockholders’ proportionate ownership interest in us will decrease; • the amount of cash available per share, including for payment of dividends in the future, may decrease; • the relative voting strength of each share of previously outstanding common stock may be diminished; and • the market price of our Common Stock could decline.
Mr. Chavez, Ms. Hogue and Mr. Osher currently and on a fully diluted basis, own, directly or indirectly, more than 50% of our outstanding voting equity and have the ability to exercise significant influence on us and the Operating Company, including the approval of significant corporate transactions. As of March 1, 2024, (a) Mr. Chavez, Ms. Hogue and Mr.
Mr. Osher currently and on a fully diluted basis, owns, directly or indirectly, more than 50% of our outstanding voting equity and has the ability to exercise significant influence on us and the Operating Company, including the approval of significant corporate transactions. As of December 31, 2024, Mr.
Certain loans are and may be secured by mortgages on our properties and if we default under our loans, we may lose properties through foreclosure. We have obtained, and intend to continue to obtain, loans that are secured by mortgages on our properties, and we may obtain additional loans evidenced by promissory notes secured by mortgages on our properties.
We have obtained, and intend to continue to obtain, loans that are secured by mortgages on our properties, and we may obtain additional loans evidenced by promissory notes secured by mortgages on our properties.
Inigma and pKatalyst, our proprietary software systems, are not currently protected by any patents, registered trademarks or licenses, which may prevent us from using, or enforcing our intellectual property rights to, these systems and could adversely affect our business, results of operations and financial condition.
Any of these risks could be difficult to eliminate or manage and, if not addressed, could have an adverse effect on our business, financial condition and results of operations. 24 Table of Contents Inigma and pKatalyst, our proprietary software systems, are not currently protected by any patents, registered trademarks or licenses, which may prevent us from using, or enforcing our intellectual property rights to, these systems and could adversely affect our business, results of operations and financial condition.
If we rely on these exemptions, our stockholders will not have the same protection afforded to stockholders of companies that are subjected to such requirements. • If our operating and financial performance in any given period does not meet the guidance provided to the public or the expectations of investment analysts, the market price of our Common Stock could decline. • If securities or industry analysts do not publish research or reports about our business or publish negative reports, the market price of our Common Stock could decline. • Our stockholders' interest in us could be diluted if we issue additional shares of stock or Common Units, which could reduce the overall value of their investment; our stockholders' interests also will be diluted by exercises and conversions of Common Units and Preferred Stock.
If we rely on these exemptions, our stockholders will not have the same protection afforded to stockholders of companies that are subjected to such requirements. • If our operating and financial performance in any given period does not meet the guidance provided to the public or the expectations of investment analysts, the market price of our Common Stock could decline. • If securities or industry analysts do not publish research or reports about our business or publish negative reports, the market price of our Common Stock could decline. • Our stockholders' interest in us could be diluted if we issue additional shares of stock or Common Units, which could reduce the overall value of their investment; our stockholders' interests also will be diluted by exercises and conversions of Common Units and Preferred Stock. 11 Table of Contents Risks Related to Our Organizational Structure and Our Constituent Documents and Policies • We are a holding company with no direct operations and, as such, we will rely on funds received from the Operating Company to pay liabilities, and interests of our stockholders are structurally subordinated to all liabilities and obligations of the Operating Company and its subsidiaries.
We may acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in stockholder dilution and limit our ability to sell such assets. In the future, we may acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for Common Units, which may result in stockholder dilution.
In the future, we may acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for Common Units, which may result in stockholder dilution.
If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the NYSE American LLC (“NYSE American”), the SEC, or other regulatory authorities.
Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the NYSE American, the SEC, or other regulatory authorities.
As a general policy, we will seek to obtain mortgages securing indebtedness which encumber only the particular property to which the indebtedness relates, but recourse on these loans may include all of our assets.
The Operating Company serves as a non-recourse guarantor with respect to the CMBS Loan. 23 Table of Contents As a general policy, we will seek to obtain mortgages securing indebtedness which encumber only the particular property to which the indebtedness relates, but recourse on these loans may include all of our assets.
Our ability to comply with these restrictions and covenants, including meeting any financial ratios and tests, may be affected by events beyond our control. We cannot assure that we will be able to comply with these restrictions and covenants or meet such financial ratios and tests.
Our ability to comply with these restrictions and covenants may be affected by events beyond our control. We cannot assure that we will be able to comply with these restrictions and covenants.
As a result of such material weakness and the restatements described above, we may face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial reporting and the preparation of its financial statements.
Although remediated, we may face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial reporting discussed above and in Item 9A. of this Annual Report and the preparation of our financial statements.
Risks Related to Ownership of Our Securities The market price and trading volume of the shares of our Common Stock may fluctuate significantly. Our Common Stock only recently began trading on the NYSE American, and we can provide no assurance that an active liquid trading market for the shares of our Common Stock will be sustained.
Our Common Stock only recently began trading on the NYSE American, and we can provide no assurance that an active liquid trading market for the shares of our Common Stock will be sustained. The market price and liquidity of our Common Stock may be adversely affected by the absence of an active trading market.
Risks Related to Our Organizational Structure and Our Constituent Documents and Policies • We are a holding company with no direct operations and, as such, we will rely on funds received from the Operating Company to pay liabilities, and interests of our stockholders are structurally subordinated to all liabilities and obligations of the Operating Company and its subsidiaries.
Thus, our stockholders will bear the risk of our future offerings reducing the market price of the Common Stock and diluting their stock holdings in us. 28 Table of Contents Risks Related to Our Organizational Structure and Our Constituent Documents and Policies We are a holding company with no direct operations and, as such, we will rely on funds received from the Operating Company to pay liabilities, and the interests of our stockholders are structurally subordinated to all liabilities and obligations of the Operating Company and its subsidiaries.
Osher currently and on a fully diluted basis, own, directly or indirectly, more than 50% of our outstanding voting equity and have the ability to exercise significant influence on us and the Operating Company, including the approval of significant corporate transactions. • Our executive officers and certain members of our Board face or may face conflicts of interest related to their positions and interests in other entities, which could hinder our ability to implement our business strategy and generate returns to investors. • Our revenues have been and will continue to be significantly influenced by demand for parking facilities generally, and a decrease in such demand would likely have a greater adverse effect on our revenues than if we owned a more diversified real estate portfolio. 8 Table of Contents Risks Related to Financial, Tax and Accounting Issues • We may have future financing needs and may not be able to obtain additional financing at all or on acceptable terms. • We identified material weaknesses in our internal control over financial reporting, and we may identify additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting, which may result in material misstatements of our financial statements or cause us to fail to meet its periodic reporting obligations.
Osher currently and on a fully diluted basis, owns, directly or indirectly, more than 50% of our outstanding voting equity and has the ability to exercise significant influence on us and the Operating Company, including the approval of significant corporate transactions. • Our executive officers and certain members of our Board face or may face conflicts of interest related to their positions and interests in other entities, which could hinder our ability to implement our business strategy and generate returns to investors. • Our revenues have been and will continue to be significantly influenced by demand for parking facilities generally, and a decrease in such demand would likely have a greater adverse effect on our revenues than if we owned a more diversified real estate portfolio.
We may not be able to access financing sources or refinance properties on attractive terms, or at all, which could reduce the number of properties we can acquire and adversely affect our ability to execute our business plan. We may not be able to obtain financing on acceptable terms or at all.
Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition. 20 Table of Contents We may not be able to access financing sources or refinance properties on attractive terms, or at all, which could reduce the number of properties we can acquire and adversely affect our ability to execute our business plan.
Our inability to use Inigma or pKatalyst or enforce our intellectual property rights to Inigma or pKatalyst could have an adverse effect on our business, financial condition and results of operations.
Our inability to use Inigma or pKatalyst or enforce our intellectual property rights to Inigma or pKatalyst could have an adverse effect on our business, financial condition and results of operations. Risks Related to Ownership of Our Securities The market price and trading volume of the shares of our Common Stock may fluctuate significantly.
Further, if we default under a loan, it is possible that we could become involved in litigation related to matters concerning the loan, and such litigation could result in significant costs to us which could affect distributions to investors or lower our working capital reserves or our overall value. 19 Table of Contents Risks Related to Legal and Regulatory Matters Adverse judgments, settlements or investigations resulting from legal proceedings in which we may be involved could reduce our profits, limit our ability to operate our business or distract our officers from attending to our business.
Further, if we default under a loan, it is possible that we could become involved in litigation related to matters concerning the loan, and such litigation could result in significant costs to us which could affect distributions to investors or lower our working capital reserves or our overall value.
In addition, as of March 1, 2024, there are currently outstanding: (i) one Warrant to purchase up to 2,553,192 shares of Common Stock; (ii) 42,419,600 Common Units; (iii) 2,250,000 of the class of membership interest of the Operating Company designated as “Performance Units” (the “Performance Units”); (iv) 1,182,507 of the class of membership interest of the Operating Company designated as “LTIP Units” (the “LTIP Units”); (v) 34,878 shares of Series 1 Preferred Stock; (vi) 2,483 shares of Series A Preferred Stock; and (vii) no shares of Series 2 Preferred Stock.
In addition, as of February 28, 2025, there are currently outstanding: (i) warrants to purchase up to 2,553,192 shares of Common Stock; (ii) 4,570,504 Common Units held by third parties; (iii) 2,250,000 of the class of membership interest of the Operating Company designated as “Performance Units” (the “Performance Units”); (iv) 1,613,158 of the class of membership interest of the Operating Company designated as “LTIP Units” (the “LTIP Units”); (v) 17,273 shares of Series 1 Preferred Stock; (vi) 1,889 shares of Series A Preferred Stock; and (vii) no shares of Series 2 Preferred Stock.
You may be unable to resell your shares of our Common Stock at or above your purchase price. Following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against that company.
Following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against that company.
Under current Maryland law, our directors and officers will not have any liability to us and our stockholders for money damages other than liability resulting from: • actual receipt of an improper benefit or profit in money, property or services; or • active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated.
Under current Maryland law, our directors and officers will not have any liability to us and our stockholders for money damages other than liability resulting from: • actual receipt of an improper benefit or profit in money, property or services; or • active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated. 30 Table of Contents In addition, the Charter obligates us to indemnify our present and former directors and officers for actions taken by them in those and other capacities and to pay or reimburse the reasonable expenses in advance of final disposition of a proceeding to the maximum extent permitted by Maryland law, and effective upon completion of the Merger, we entered into indemnification agreements with our directors and executive officers.
Audits of taxes payable prior to the consummation of the Merger by FWAC or Legacy MIC or of taxes payable following the consummation of the Merger by us potentially could result in significant liabilities payable by us. Consequently, outcomes from these audits could have an adverse effect on our financial condition and results of operations.
Audits of taxes payable prior to the consummation of the Merger by FWAC or Legacy MIC or of taxes payable following the consummation of the Merger by us potentially could result in significant liabilities payable by us.
Our ability to obtain additional financing and satisfy our financial obligations under indebtedness outstanding from time to time will depend upon our future operating performance, which is subject to then-prevailing general economic, real estate and credit market conditions, including interest rate levels and the availability of credit generally, and financial, business and other factors, many of which are beyond our control.
If principal payments due at maturity cannot be refinanced or extended, we may be forced to repay our maturating debt with proceeds from other sources, such as selling properties that we own or placing mortgages on property that we own. 19 Table of Contents Our ability to obtain additional financing and satisfy our financial obligations under indebtedness outstanding from time to time will depend upon our future operating performance, which is subject to then-prevailing general economic, real estate and credit market conditions, including interest rate levels and the availability of credit generally, and financial, business and other factors, many of which are beyond our control.
We have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition.
We have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future.
The Bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of our shares of stock; and • the “unsolicited takeover” provisions of the MGCL, which permit the Board, without stockholder approval and regardless of what is currently provided in the Charter or the Bylaws, to implement certain takeover defenses, such as a classified board, some of which we do not yet have. 24 Table of Contents The Bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders ’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees, if any, and could discourage lawsuits against us and our directors, officers and employees, if any.
The Bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of our shares of stock; and • the “unsolicited takeover” provisions of the MGCL, which permit the Board, without stockholder approval and regardless of what is currently provided in the Charter or the Bylaws, to implement certain takeover defenses, such as a classified board, some of which we do not yet have.
Changing consumer preferences and legislation affecting our industry or related industries may lead to a decline in parking demand, which could have a material adverse impact on our business, financial condition and results of operations.
Our assets are often acquired via off-market opportunities from private sellers and our ability to continue to scale will be influenced by our access to those sellers and assets. 16 Table of Contents Changing consumer preferences and legislation affecting our industry or related industries may lead to a decline in parking demand, which could have a material adverse impact on our business, financial condition and results of operations.
The Merger as well as transactions that occurred prior to the Merger, including transactions contemplated by the Purchase and Contribution Agreement, may have resulted in an ownership change under Section 382 of the Code that could affect our ability to utilize our NOLs to offset future taxable income.
The Merger as well as transactions that occurred prior to the Merger, including transactions contemplated by the Equity Purchase and Contribution Agreement (the “Purchase and Contribution Agreement”), dated January 8, 2021, by and among Legacy MIC, the Operating Partnership, Michael Shustek, Vestin Realty Mortgage I, Inc., a Maryland corporation, Vestin Realty Mortgage II, Inc., a Maryland corporation, and Color Up, LLC (“Color Up”), may have resulted in an ownership change under Section 382 of the Code that could affect our ability to utilize our NOLs to offset future taxable income.
Osher have the ability to influence the outcome of matters presented to our stockholders, including the election of the Board and approval of significant corporate transactions, including business combinations, consolidations and mergers. Therefore, Mr. Chavez, Ms. Hogue and Mr.
Osher has the ability to influence the outcome of matters presented to our stockholders, including the election of the Board and approval of significant corporate transactions, including business combinations, consolidations and mergers. Therefore, Mr. Osher has substantial influence over us and could exercise influence in a manner that is not in the best interests of our other stockholders.
Some of these laws and regulations may impose joint and several liabilities on customers, owners or operators for the costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were legal.
Some of these laws and regulations may impose joint and several liabilities on customers, owners or operators for the costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were legal. 18 Table of Contents Under various federal, state and local environmental laws, a current or previous owner or operator of real property may be liable for the cost of removing or remediating hazardous or toxic substances on such real property.
Chavez are members of Color Up, which is a member of the Operating Company. Mr. Chavez and Ms. Hogue will also continue in their ownership and management roles with Bombe. Mr. Osher will continue his ownership and management role with HS3, Harvest Small Cap and HSCP Master.
Mr. Chavez, Ms. Hogue and Mr. Osher, together beneficially own a significant percentage of our Common Stock. Mr. Chavez and Ms. Hogue will continue in their ownership and management roles with Bombe and Bombe-Pref. Mr. Osher will continue his ownership and management role with HS3, Harvest Small Cap and HSCP Master.
Any adverse developments in SP+’s business (or Metropolis’s business, if the proposed transaction is consummated), financial strength or ability to operate our properties efficiently and effectively could have a material adverse effect on our results of operations.
Any adverse developments in Metropolis’s or LAZ's business, financial strength or ability to operate our properties efficiently and effectively could have a material adverse effect on our results of operations. We cannot provide assurance that Metropolis or LAZ will satisfy its obligations to us or effectively and efficiently operate our properties.
If any of these events occur, our cash flow would be reduced. This, in turn, may hinder our ability to raise more capital by issuing securities or by borrowing more money. If we cannot obtain sufficient capital on acceptable terms, our business and our ability to operate could be materially adversely impacted.
If any of these events occur, our cash flow would be reduced. This, in turn, may hinder our ability to raise more capital by issuing securities or by borrowing more money. Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.
In addition, the Credit Agreement, dated as of March 29, 2022, by and among the Operating Company, certain subsidiaries of the Operating Company, KeyBanc Capital Markets, as lead arranger, KeyBank, National Association, as administrative agent and lender, and the other financial institutions party thereto as lenders, as amended by Amendment No. 1 to Credit Agreement, dated November 17, 2022; by the Waiver and Second Amendment to Credit Agreement, dated August 25, 2023 (the “Second Amendment to Credit Agreement”); and the Third Amendment to the Credit Agreement, dated March 1, 2024 (as amended, the “Credit Agreement”) contains customary representations, warranties, conditions to borrowing, covenants, and events of default, including certain covenants that limit or restrict, subject to certain exceptions, our ability, and the ability of the Operating Company and our other subsidiaries to sell or transfer assets, enter into a merger or consolidate with another company, create liens, make investments or acquisitions or incur certain indebtedness.
The Line of Credit contains customary representations, warranties, conditions to borrowing, covenants, and events of default, including certain covenants that limit or restrict, subject to certain exceptions, our ability, and the ability of the Operating Company and our other subsidiaries to sell or transfer assets, enter into a merger or consolidate with another company, create liens, make investments or acquisitions or incur certain indebtedness.
For example, as of August 28, 2023, the first trading date of our Common Stock on the NYSE American, the closing price of our Common Stock was $10.37. Since then, the closing price of our Common Stock reached a low of $3.10 on September 27, 2023, and on March 1, 2024, the closing price of our Common Stock was $3.55.
The market price of our Common Stock may be highly volatile and could be subject to wide fluctuations. For example, as of August 28, 2023, the first trading date of our Common Stock on the NYSE American, the closing price of our Common Stock was $10.37.
This concentration of voting power might also have the effect of delaying or preventing a change of control that our stockholders may view as beneficial. 10 Table of Contents Our executive officers and certain members of our Board face or may face conflicts of interest related to their positions and interests in other entities, which could hinder our ability to implement our business strategy and generate returns to investors.
Osher is the managing member of No Street Capital LLC, which serves as the investment manager of the Lenders on the Line of Credit, as defined herein. 13 Table of Contents Our executive officers and certain members of our Board face or may face conflicts of interest related to their positions and interests in other entities, which could hinder our ability to implement our business strategy and generate returns to investors.
The loss of key personnel could have a material adverse effect upon our ability to conduct and manage our business. • A material failure, inadequacy, interruption or security failure of our technology networks and related systems could harm our business. • Mr. Chavez, Ms. Hogue and Mr.
The loss of key personnel could have a material adverse effect upon our ability to conduct and manage our business. • A material failure, inadequacy, interruption or security failure of our technology networks and related systems could harm our business. 10 Table of Contents • The development and use of emerging technologies like artificial intelligence, or AI, presents risks and challenges that may impact our business and lead to unintended consequences and result in legal and/or regulatory actions, reputational harm or otherwise materially harm our business. • Mr.
Specifically, these control deficiencies constitute material weaknesses, either individually or in the aggregate, relating to: (i) the lack of appropriate segregation of duties within the accounting and finance groups and (ii) the ineffective design, implementation, and operation of controls relevant to the financial reporting process, specifically related to the documentation of the review of controls.
As most recently disclosed in our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, we identified material weaknesses in our internal control over financial reporting related to (i) the lack of appropriate segregation of duties within the accounting and finance groups, (ii) the ineffective design, implementation, and operation of controls relevant to the financial reporting process, specifically related to the documentation of the review of controls, and (iii) the calculation and review of noncontrolling interest.
The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. Any failure to maintain such internal control could adversely impact our ability to report our financial position and results of operations on a timely and accurate basis.
Any failure to maintain such internal control could adversely impact our ability to report our financial position and results of operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations.
Risks Related to Financial, Tax and Accounting Issues We may have future financing needs and may not be able to obtain additional financing at all or on acceptable terms. As of December 31, 2023, we had $96.3 million of debt due within twelve months.
Risks Related to Financial, Tax and Accounting Issues We may have future financing needs and may not be able to access financing sources on acceptable terms, or at all, which could adversely affect our ability to execute our business plan.
As of December 31, 2023 , 2,812 and 36,677 shares of Series A Preferred Stock and Series 1 Preferred Stock, respectively, were issued and outstanding, and approximately $0.8 million and $9.7 million of distributions on the Series A Preferred Stock and the Series 1 Preferred Stock, respectively, were accrued and unpaid.
As of December 31, 2024 , 1,949 and 18,165 shares of Series A Preferred Stock and Series 1 Preferred Stock, respectively, were issued and outstanding. As of December 31, 2024 there were no shares of Series 2 Preferred Stock issued and outstanding.
In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements. 16 Table of Contents We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.
We may face litigation and other risks as a result of the previously identified material weakness in our internal control over financial reporting.
A prolonged worsening of credit market conditions would have a material adverse effect on our ability to obtain financing on favorable terms, if at all. 15 Table of Contents We identified material weaknesses in our internal control over financial reporting, and we may identify additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations.
A prolonged worsening of credit market conditions would have a material adverse effect on our ability to obtain financing on favorable terms, if at all.
This significant concentration of operational risk in one tenant operator makes us more vulnerable economically than if our operations were more evenly diversified among many tenant operators.
(“Metropolis”) and LAZ Parking (“LAZ”) act as either a lease tenant or an operator agent represented 55.7% and 15.3% of our revenue, excluding commercial revenue, respectively, for the fiscal year ended December 31, 2024. 15 Table of Contents This significant concentration of operational risk in two tenant operators makes us more vulnerable economically than if our operations were more evenly diversified among many tenant operators.
In addition, charges of this nature may cause us to violate net worth or other covenants in the Credit Agreement or to which we may be subject to by virtue of obtaining post-combination debt financing. Accordingly, investors could suffer a reduction in the value of their shares of Common Stock from any such write-down or write-downs.
Accordingly, investors could suffer a reduction in the value of their shares of Common Stock from any such write-down or write-downs. Certain loans are and may be secured by mortgages on our properties and if we default under our loans, we may lose properties through foreclosure.
Osher beneficially owns through HS3 and HSCP Master, 11,989,098 shares of our Common Stock, or 42.1% of the outstanding shares of our Common Stock, and 2,709,330 Common Units, or approximately 6.4% of the outstanding Common Units.
Osher beneficially owns directly or through HS3, Harvest Small Cap and HSCP Master, 24,837,069 shares of our Common Stock, or approximately 61.5% of the outstanding shares of our Common Stock and 2,170,213 warrants to purchase shares of our Common Stock. Pursuant to his current ownership and potential future ownership of our Common Stock, Mr.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe conduct security assessments of certain third-party providers before engagement and have established monitoring procedures in its effort to mitigate risks related to data breaches or other security incidents originating from third parties.
Biggest changeWe conduct security assessments of certain third-party providers before engagement and have established monitoring procedures in our effort to mitigate risks related to data breaches or other security incidents originating from third parties. 32 Table of Contents Table of Contents Governance Board of Directors The Audit Committee of our Board (the “Audit Committee”) oversees, among other things, the controls designed to assess, identify, and manage material risks from cybersecurity threats.
Management Under the oversight of the Audit Committee, and as directed by our Chief Financial Officer, our VP of Technology, has established policies for and is primarily responsible for overseeing our cybersecurity incident response plan and related processes that are designed to assess and manage material risks from cybersecurity threats.
Management Under the oversight of the Audit Committee, and as directed by our Chief Financial Officer, our Head of Information Technology has established policies for and is primarily responsible for overseeing our cybersecurity incident response plan and related processes that are designed to assess and manage material risks from cybersecurity threats.
Further, our Chief Financial Officer and our VP of Technology report on cybersecurity matters, including material risks and threats, to the Audit Committee, and the Audit Committee provides updates to our Board, in each case as frequently as is appropriate.
Further, our Chief Financial Officer and our Head of Information Technology report on cybersecurity matters, including material risks and threats, to the Audit Committee, and the Audit Committee provides updates to our Board, in each case as frequently as is appropriate.
Our Chief Financial Officer and our VP of Technology provide updates annually or more frequently as appropriate to the Audit Committee. As of the date of this Annual Report, we are not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.
Our Chief Financial Officer and our Head of Information Technology provide updates as frequently as appropriate to the Audit Committee. As of the date of this Annual Report, we are not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.
Our Chief Financial Officer and our VP of Technology are informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents pursuant to criteria set forth in our incident response plan. In addition, our Chief Financial Officer and our VP of Technology also coordinate with our legal counsel to assess and manage material risks from cybersecurity threats.
Our Chief Financial Officer and our Head of Information Technology are informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents pursuant to criteria set forth in our incident response plan. In addition, our Chief Financial Officer and our Head of Information Technology coordinate with our legal counsel to assess and manage material risks from cybersecurity threats.
Governance Board of Directors The Audit Committee of our Board (the “Audit Committee”) oversees, among other things, the controls designed to assess, identify, and manage material risks from cybersecurity threats. The Audit Committee is informed of material risks from cybersecurity threats pursuant to the escalation criteria as set forth in our disclosure controls and procedures.
The Audit Committee is informed of material risks from cybersecurity threats pursuant to the escalation criteria as set forth in our disclosure controls and procedures.
Removed
Our VP of Technology has over 20 years of experience in the technology industry, with much of that experience in smaller companies and in software architecture and implementation.
Added
As part of this cybersecurity program, we utilize a third-party managed information technology service provider (the “MSP”) for cybersecurity services, including threat detection and response, vulnerability assessment and monitoring, security incident response and recovery and general cybersecurity education and awareness. The MSP has the requisite experience to oversee our cybersecurity program.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeGarage Denver, CO Garage 450 177,650 Denver Sherman 1963 Denver, CO Surface Lot 28 6,250 Detroit Renaissance Garage Detroit, MI Garage 1,273 382,470 Fort Worth Taylor Fort Worth, TX Garage 1,013 372,171 Hawaii Marks Honolulu, HI Garage 308 150,810 Houston Saks Garage Houston, TX Garage 265 90,750 Houston Preston Lot Houston, TX Surface Lot 46 10,000 Houston San Jacinto Houston, TX Surface Lot 85 28,326 Houston Preferred (1) Houston, TX Garage/Lot 528 140,115 Indianapolis City Park Garage Indianapolis, IN Garage 354 20,473 Indianapolis Washington St Indianapolis, IN Surface Lot 150 46,174 Indianapolis Meridian Indianapolis, IN Surface Lot 36 10,454 Louisville West Broadway Louisville, KY Surface Lot 165 54,450 Raider Park Garage Lubbock, TX Garage 1,508 563,584 Memphis Poplar Memphis, TN Surface Lot 125 37,563 2nd Street Miami Garage Miami, FL Garage 118 36,129 Milwaukee Old World Milwaukee, WI Surface Lot 54 11,250 Milwaukee Wells Milwaukee, WI Surface Lot 148 43,580 Milwaukee Clybourn Milwaukee, WI Surface Lot 15 2,400 Milwaukee Arena Milwaukee, WI Surface Lot 75 48,344 Minneapolis Venture Minneapolis, MN Surface Lot 185 71,737 Minneapolis City Parking Minneapolis, MN Surface Lot 270 86,283 Nashville White Front Nashville, TN Garage 155 44,944 New Orleans Rampart New Orleans, LA Surface Lot 77 27,105 St.
Biggest changeWe also own approximately 0.2 million square feet of commercial space adjacent to our parking facilities. 33 Table of Contents The following table sets forth the property name, location and other information with respect to the parking facilities we owned as of December 31, 2024: Property Name Location Property Type Number of Spaces Property Size (Square Feet) Bricktown Garage Oklahoma City, OK Garage 555 206,598 Lafayette Square Garage Bridgeport, CT Garage 878 232,964 River East Garage Chicago, IL Garage 1,154 473,522 Mabley Place Garage Cincinnati, OH Garage 772 353,700 1W7 Garage Cincinnati, OH Garage 765 314,749 222W7 Garage Cincinnati, OH Garage 1,625 531,000 Union & Archer Lot Cleveland, OH Surface Lot 260 94,252 Crown Colony Lot Cleveland, OH Surface Lot 82 23,460 IMG Garage Cleveland, OH Garage 471 294,361 1935 Sherman Lot Denver, CO Surface Lot 72 18,750 Residence Inn Garage Denver, CO Garage 450 177,650 Denver School Lot Denver, CO Surface Lot 28 6,250 RenCen Garage Detroit, MI Garage 1,273 382,470 Taylor St Garage Fort Worth, TX Garage 1,013 372,171 Marks Garage Honolulu, HI Garage 308 150,810 Saks Garage Houston, TX Garage 265 90,750 Preston Lot Houston, TX Surface Lot 46 10,000 San Jacinto Houston, TX Surface Lot 85 28,326 Houston Preferred (1) Houston, TX Garage/Lot 528 140,115 City Park Garage Indianapolis, IN Garage 354 20,473 Meridian Lot Indianapolis, IN Surface Lot 36 10,454 Heyburn Lot Louisville, KY Surface Lot 165 54,450 Raider Park Garage Lubbock, TX Garage 1,508 563,584 Poplar Lot Memphis, TN Surface Lot 125 37,563 Chase Garage Miami, FL Garage 118 36,129 Old World Lot Milwaukee, WI Surface Lot 54 11,250 Wells Lot Milwaukee, WI Surface Lot 148 43,580 Clybourn Lot Milwaukee, WI Surface Lot 15 2,400 Arena Lot Milwaukee, WI Surface Lot 75 48,344 Ramada Lot Minneapolis, MN Surface Lot 185 71,737 Orpheum Lot Minneapolis, MN Surface Lot 270 86,283 White Front Garage Nashville, TN Garage 155 44,944 Rampart Lot New Orleans, LA Surface Lot 77 27,105 Shoe Lot St.
Louis Spruce St. Louis, MO Surface Lot 180 53,153 St. Louis Washington St. Louis, MO Surface Lot 63 16,919 St. Louis Broadway St. Louis, MO Surface Lot 146 41,948 St. Louis 7th & Cerre St. Louis, MO Surface Lot 149 46,056 St. Louis Cardinal Lot St. Louis, MO Surface Lot 376 114,424 St. Paul Holiday Garage St.
Louis, MO Surface Lot 180 53,153 Washington Lot St. Louis, MO Surface Lot 63 16,919 Broadway Lot St. Louis, MO Surface Lot 146 41,948 7th & Cerre Lot St. Louis, MO Surface Lot 149 46,056 Cardinal Lot St. Louis, MO Surface Lot 376 114,424 Holiday Inn Garage St. Paul, MN Garage 285 101,568 (1) Houston Preferred includes 2 properties.
As of December 31, 2023, we owned 43 parking facilities in 21 separate markets throughout the United States with a total of approximately 15,200 parking spaces and approximately 5.4 million square feet, including 24 parking lots and 19 parking garages. We also own approximately 0.2 million square feet of commercial space adjacent to our parking facilities.
As of December 31, 2024, we owned 40 parking facilities in 20 separate markets throughout the United States, with a total of approximately 15,100 parking spaces and approximately 5.2 million square feet.
Removed
As of December 31, 2023, our properties were 100% leased to 14 tenants. 26 Table of Contents The following table sets forth the property name, location and other information with respect to the parking facilities we owned as of December 31, 2023: Property Name Location Property Type Number of Spaces Property Size (Square Feet) Bricktown Garage Oklahoma City, OK Garage 555 206,598 Bridgeport Fairfield Garage Bridgeport, CT Garage 878 232,964 322 Streeter Garage Chicago, IL Garage 1,154 473,522 Mabley Place Garage Cincinnati, OH Garage 772 353,700 Cincinnati Race Street Cincinnati, OH Garage 317 166,992 1W7 Garage Cincinnati, OH Garage 765 314,749 222W7 Garage Cincinnati, OH Garage 1,625 531,000 Clarksburg Clarksburg, WV Surface Lot 95 35,784 Cleveland West 9th Cleveland, OH Surface Lot 260 94,252 Crown Colony Cleveland, OH Surface Lot 82 23,460 Cleveland Lincoln Cleveland, OH Garage 471 294,361 Denver Sherman 1935 Denver, CO Surface Lot 72 18,750 Denver Champa St.
Removed
Paul, MN Garage 285 101,568 (1) Houston Preferred includes 2 properties. 27 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeOther than as noted below or routine litigation arising out of the ordinary course of business, we are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us.
Biggest changeOther than as noted below or routine litigation arising out of the ordinary course of business, we are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us. 34 Table of Contents Refer to Note 16 — Commitments and Contingencies in Part II, Item 8 Notes to the Consolidated Financial Statements of this Annual Report, which information is incorporated herein by reference.
Removed
See Note P — Commitments and Contingencies in Part II, Item 8 Notes to the Consolidated Financial Statements of this Annual Report, which information is incorporated herein by reference. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II
Added
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4. MINE SAFETY DISCLOSURES 28 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 28 ITEM 6 [RESERVED] 29 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 29 ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 36 ITEM 8.
Biggest changeITEM 4. MINE SAFETY DISCLOSURES 35 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 35 ITEM 6 [RESERVED] 36 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 36 ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 45 ITEM 8.
FIN AN CIAL STATEMENTS AND SUPPLEMENTARY DATA 37
FIN AN CIAL STATEMENTS AND SUPPLEMENTARY DATA 45

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeMARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the NYSE American under the ticker symbol “BEEP.” Prior to the consummation of the Merger, FWAC’s Class A ordinary shares were listed on the Nasdaq Stock Market LLC under the ticker symbol “FWAC.” Holders of Record As of March 1, 2024, we had approximately 30.4 million shares of Common Stock outstanding, held by a total of 1,257 stockholders of record.
Biggest changeMARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the NYSE American under the ticker symbol “BEEP.” Holders of Record As of February 28, 2025, we had approximately 42.6 million shares of Common Stock outstanding, held by a total of 1,046 stockholders of record.
Dividends We do not currently, and may not in the future, generate sufficient cash flow from operations to pay and fully fund future distributions. We do not currently anticipate that we will be able to resume the payment of distributions.
Dividends We do not currently, and may not in the future, generate sufficient cash flow from operations to pay and fund future distributions on our shares of Common Stock. We do not currently anticipate that we will be able to resume the payment of distributions on our shares of Common Stock.
The level of distributions will be determined by our Board and depend on several factors including current and projected liquidity requirements, anticipated operating cash flows and tax considerations, and other relevant items deemed applicable by our Board. No cash dividends can be made on the Common Stock until the preferred distributions are paid.
The declaration and payment and level of distributions will be determined by our Board in its sole discretion and depend on a variety of factors, including current and projected liquidity requirements, anticipated operating cash flows and tax considerations, and other relevant items deemed applicable by our Board.
Removed
Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. 28 Table of Contents
Added
Securities Authorized for Issuance under Equity Compensation Plans Information regarding securities authorized for issuance under our equity compensation plan is incorporated herein by reference to Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of Part III of this Annual Report.
Added
Recent Sales of Unregistered Equity Securities There are no unreported sales of equity securities as at December 31, 2024.
Added
Purchases of Equity Securities by the Issuer and Affiliated Purchasers On September 11, 2024, the Company announced that the Board authorized a share repurchase program for the repurchase of up to $10,000,000 of shares of Common Stock. 35 Table of Contents The following table summarizes the share repurchase activity for the three months ended December 31, 2024.
Added
The average price paid per share includes broker commissions.
Added
Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs October 1 - 31, 2024 221,022 $ 3.16 221,022 $ 9,211,212 November 1 - 30, 2024 169,833 $ 3.13 169,833 $ 8,678,878 December 1 - 31, 2024 1,408 $ 3.37 1,408 $ 8,674,139

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table presents our calculation of EBITDA and Adjusted EBITDA for the for the years ended December 31, 2023 and 2022 (dollars in thousands): For the Year Ended December 31, 2023 2022 Reconciliation of Net loss to Adjusted EBITDA Attributable to the Company Net loss $ (38,238 ) $ (18,326 ) Interest expense 13,910 12,912 Depreciation and amortization 8,512 8,248 EBITDA Attributable to the Company $ (15,816 ) $ 2,834 Organization and offering costs 2,862 5,592 Impairment of real estate 8,982 - Preferred Series 2 - Issuance expense 16,101 - Change in fair value of Earn-out Liability (4,065 ) - Gain on settlement of indemnification liability (1,155 ) - Gain on sale of real estate (660 ) 52 PPP loan forgiveness - (328 ) Equity and non-cash compensation 8,552 2,901 Adjusted EBITDA Attributable to the Company $ 14,801 $ 11,051 Liquidity and Capital Resources Sources and Uses of Cash Aside from standard operating expenses, we expect our principal cash demands to be for: ● principal and interest payments on our outstanding indebtedness; ● capital expenditures; and ● acquisitions of assets. 33 Table of Contents Our principal source of funds will be rental income from tenants at our parking facilities as well as existing cash on hand as a result of the Merger and the Preferred PIPE Investment.
Biggest changeWe use Adjusted EBITDA as a measure of operating performance which allow us to compare earnings and evaluate debt leverage and fixed cost coverage. 40 Table of Contents The following table presents our calculation of Adjusted EBITDA for the for the years ended December 31, 2024 and 2023 (dollars in thousands): For the Year Ended December 31, 2024 2023 Reconciliation of Net loss to Adjusted EBITDA Attributable to the Company Net loss $ (8,381 ) $ (38,238 ) Interest expense, net 13,830 13,910 Depreciation and amortization 8,403 8,512 Organizational, offering and other costs — 2,862 Impairment 157 8,982 Preferred Series 2 - issuance expense — 16,101 Change in fair value of Earn-Out liability (844 ) (4,065 ) Other income, net (434 ) (1,179 ) Gain on sale of real estate (2,651 ) (660 ) Equity based compensation 5,719 8,552 Adjusted EBITDA Attributable to the Company $ 15,799 $ 14,777 Liquidity and Capital Resources Sources and Uses of Cash Aside from standard operating expenses, we expect our principal cash demands in both the short term and long term to be for: • principal and interest payments on our outstanding indebtedness; • capital expenditures; • redemption and dividend payments on the Series A Preferred Stock and Series 1 Preferred Stock; • funding of our share repurchase program; and • acquisitions of assets.
Our use of EBITDA and Adjusted EBITDA facilitates comparison with results from other companies because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be dependent on a company’s capital structure, debt levels, and credit ratings.
Our use of Adjusted EBITDA facilitates comparison with results from other companies because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be dependent on a company’s capital structure, debt levels, and credit ratings.
The actual amount and timing of distributions, if any, will be determined by our Board in its discretion and typically will depend on various factors that our Board deems relevant. We do not currently, and may not in the future, generate sufficient cash flow from operations to fully fund distributions.
The actual amount and timing of distributions, if any, will be determined by our Board in its discretion and typically will depend on various factors that our Board deems relevant. We do not currently, and may not in the future, generate sufficient cash flow from operations to fund distributions.
Asset Acquisitions Our future acquisitions or development of properties cannot be accurately projected because such acquisitions or development activities depend upon available opportunities that come to our attention and upon our ability to successfully acquire, develop and lease such properties.
Asset Acquisitions and Dispositions Our future acquisitions or development of properties cannot be accurately projected because such acquisitions or development activities depend upon available opportunities that come to our attention and upon our ability to successfully acquire, develop and lease such properties.
Cash flows from investing activities The cash used in investing activities during the year ended December 31, 2023 was primarily attributable to capital expenditures offset by proceeds from the sale of one parking asset in February 2023.
The cash used in investing activities during the year ended December 31, 2023 was primarily attributable to capital expenditures offset by proceeds from the sale of one parking asset in February 2023.
This change is also expected to result in better revenue linearity compared to revenue recognition in our current agreements, in which lease payments are based on cash collections from operators. Overall, the conversion to contracts also provides enhanced visibility on the performance of the portfolio within our financial results.
This change is also expected to result in better revenue linearity compared to revenue recognition in our lease agreements, in which lease payments are based on cash collections from operators. Overall, the conversion to management contracts also provides enhanced visibility on the performance of the portfolio within our financial results.
The Earn-Out Shares vest if certain milestones related to share price are achieved as further described in Footnote I. Because the shares have voting rights but have contingent vesting conditions, we have included the shares as issued but not outstanding on the face of the Consolidated Balance Sheets.
The Earn-Out Shares vest if certain milestones related to share price are achieved as further described in Footnote 15. Because the shares have voting rights but have contingent vesting conditions, we have included the shares as issued but not outstanding on the face of the Consolidated Balance Sheets.
Impairment During the year ended December 31, 2023 the Company recorded approximately $9.0 million of asset impairment charges related to assets impacted by delayed return-to-work trends or other reductions of demand-drivers impacting these assets, as well as disposition of properties.
During the year ended December 31, 2023, we recorded approximately $9.0 million of asset impairment charges related to assets impacted by delayed return-to-work trends or other reductions of demand-drivers impacting these assets, as well as disposition of properties.
We utilize market data such as sales price per stall on comparable recent real estate transactions to estimate the fair value of the real estate assets. We also utilize expected net sales proceeds to estimate the fair value of any centers that are actively being marketed for sale.
We utilize market data such as sales price per stall on comparable recent real estate transactions to estimate the fair value of the real estate assets. We also utilize expected net sales proceeds to estimate the fair value of any properties that are actively being marketed for sale.
The estimated fair value of the Earn-Out shares will continue to impact our financial results each quarter, and changes to our underlying assumption or our performance could result in a material change to our earnings. 35 Table of Contents As part of accounting for the reverse recapitalization, we evaluated the Series 2 Preferred Stock arrangement using the guidance in ASC 820 and 480.
The estimated fair value of the Earn-Out shares will continue to impact our financial results each quarter, and changes to our underlying assumption or our performance could result in a material change to our earnings. As part of accounting for the reverse recapitalization, we evaluated the Series 2 Preferred Stock arrangement using the guidance in ASC 820 and 480.
We believe asset management contracts provide the opportunity for net operating income ("NOI") growth through more transparent and controlled expense management, and will reduce the revenue variability associated with the timing of payments for contract parking agreements. In addition, the move to management contracts properly aligns the incentives and rewards for revenue growth between the third-party operator and the company.
We believe asset management contracts provide the opportunity for NOI growth through more transparent and controlled expense management and will reduce the revenue variability associated with the timing of payments for contract parking agreements. In addition, the move to management contracts properly aligns the incentives and rewards for revenue growth between the third-party operator and the Company.
These fair value estimates impacted the allocation and classification of the costs incurred during the Merger. 1,900,000 FWAC Class B ordinary shares that converted to Common Stock are subject to “Earn-Out Shares” under terms outlined in the Second Amended and Restated Sponsor Agreement.
These fair value estimates impacted the allocation and classification of the costs incurred during the Merger. 44 Table of Contents 1,900,000 FWAC Class B ordinary shares that converted to Common Stock are subject to “Earn-Out Shares” under terms outlined in the Second Amended and Restated Sponsor Agreement.
Distributions and Warrants In March 2018, we suspended the payment of distributions on our Common Stock. There can be no assurance that cash distributions to our common stockholders will be resumed in the future.
In March 2018, we suspended the payment of distributions on our common stock. There can be no assurance that cash distributions to our common stockholders will be resumed in the future.
EBITDA and Adjusted EBITDA also exclude depreciation and amortization expense because differences in types, use, and costs of assets can result in considerable variability in depreciation and amortization expense among companies.
Adjusted EBITDA also excludes depreciation and amortization expense because differences in types, use, and costs of assets can result in considerable variability in depreciation and amortization expense among companies.
On August 29, 2023, the Company and Color Up entered into the Amended and Restated Warrant Agreement pursuant to which the Warrant Agreement was amended and restated to reflect the effects of the Merger and permit Color Up to exercise the Warrant on a cashless basis at Color Up’s option.
On August 29, 2023, the Company and Color Up entered into the Amended and Restated Warrant Agreement pursuant to which the Warrant Agreement was amended and restated to reflect the effects of the Merger and permit Color Up to exercise the Common Stock Warrants on a cashless basis at Color Up’s option.
Change in Fair Value of Earn-out Liability In connection with the Merger, in August 2023 we recognized a liability for Earn-Out Shares which may vest if certain hurdles are met regarding share price. Changes to the fair value during the period are based on changes in Company stock price and are reflected in earnings.
Change in Fair Value of Earn-out Liability In connection with the Merger, in August 2023 we recognized a liability for Earn-Out Shares which may vest if certain hurdles are met regarding share price. Changes to the fair value of the liability during the period are reflected in earnings.
While exercise of the Warrant is a potential source of cash, we do not currently believe this is a likely event and therefore do not use this assumption in our operating plans.
While exercise of the Common Stock Warrants is a potential source of cash, we do not currently believe this is a likely event and therefore do not use this assumption in our operating plans.
The preparation of financial statements in conformity with U.S. GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions.
Critical Accounting Estimates Our accounting estimates have been established in conformity with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions.
Impact of Return to Work The return to normalized movement following the COVID-19 pandemic is relatively uneven among markets and industries, which has impacted the performance of our assets, as many of our properties are located in urban centers, near government buildings, entertainment centers, or hotels.
Return to Work The return to normalized movement following the COVID-19 pandemic is relatively uneven among markets and industries, which has impacted the performance of our assets, as many of our properties are located in urban centers, near government buildings, entertainment centers, or hotels. Many companies continue to deploy a work-from-home or hybrid remote strategy for employees.
NOI should not be viewed as an alternative measure of our financial performance as it does not reflect the impact of general and administrative expenses, depreciation and amortization, interest expense, other income and expenses, or the level of capital expenditures necessary to maintain the operating performance of our properties that could materially impact our results from operations.
NOI should not be viewed as an alternative measure of our financial performance as it does not reflect the impact of general and administrative expenses, depreciation and amortization, interest expense, other income and expenses, or the level of capital expenditures necessary to maintain the operating performance of our properties that could materially impact our results from operations. 39 Table of Contents The following table presents our NOI as well as a reconciliation of NOI to Net Loss, the most directly comparable financial measure under U.S.
This has impacted the performance of many of our assets that have office exposure and underscores the importance of a multi-key demand driver strategy in repositioning current and/or acquiring new assets. Asset Management Contracts In January and February 2024, 26 of our 43 assets converted to management contracts.
This has impacted the performance of many of our assets that have office exposure and underscores the importance of a multi-key demand driver strategy in repositioning current and/or acquiring new assets. 36 Table of Contents Managed Property Revenue Contracts In 2024, 29 of our 40 assets converted to management contracts.
When applicable, Adjusted EBITDA also excludes certain recurring and non-recurring items from EBITDA, including, but not limited to gains or losses from disposition of real estate assets, impairment write-downs of depreciable property, non-cash changes in the fair value of the Earn-out liability, merger-related charges and other expenses, gains or losses on settlements, and stock-based compensation expense.
Adjusted EBITDA also excludes stock based compensation expense, non-cash changes in the fair value of the Earn-Out Liability, gains or losses from disposition of real estate assets, impairment write-downs of depreciable property, merger-related charges, and Other Income, Net.
This is partially offset by transaction costs associated with the Merger that were allocated to the 1,900,000 FWAC Class B ordinary shares that converted to Common Stock and which are subject to an earn-out structure (the “Earn-Out Shares”) under terms outlined in the Second Amended and Restated Sponsor Agreement as well as well as $1.0 million in lender consent costs.
Organizational, Offering and Other C osts The decrease in organizational, offering and other costs during the year ended December 31, 2024 compared to December 31, 2023 is primarily attributable to transaction costs associated with the Merger that were allocated to the 1,900,000 FWAC Class B Shares that converted to common stock and which are subject to an earn-out structure (the “Earn-Out Shares”) under terms outlined in the Second Amended and Restated Sponsor Agreement as well as well as $1.0 million in lender consent costs.
("Vestin"), which represented payment in full of five notes held by Vestin. In February 2024, we refinanced $5.5 million of notes payable maturing in March 2024 with a 10-year note for $5.9 million.
("Vestin"), which represented payment in full of five notes held by Vestin. • In February 2024, we refinanced $5.5 million of notes payable maturing in March 2024 with a 5-year note for $5.9 million. • In September 2024, we entered into a $40.4 million Line of Credit, maturing in September 2025 (the “Line of Credit”).
However, we have identified a pipeline of acquisition opportunities that we believe is bespoke and actionable, while being largely off-market and unavailable to our competitors. As of December 31, 2023, we have identified and are evaluating several parking facilities with more than $300 million in asset value as potential acquisition targets.
However, we have identified a pipeline of acquisition opportunities that we believe is bespoke and actionable, while being largely off-market and unavailable to our competitors. As of December 31, 2024, we have identified and are evaluating several parking facilities as potential acquisition targets. However, we are unlikely to acquire additional parking facilities until more favorable financial market conditions are realized.
Overview General We are a Maryland corporation focused on acquiring, owning and leasing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States. We target both parking garage and surface lot properties primarily in top 50 U.S.
Overview General We are a Maryland corporation focused on acquiring, owning and optimizing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States.
Equity Based Compensation costs for the year ended December 31, 2023 we attributable to non-cash compensation for certain executive LTIP Units granted in February 2023 and awards granted related to 2023 performance, as well as the cancellation of executive LTIP Units for $1.4 million in the third quarter of 2023. 30 Table of Contents Preferred Series 2 - Issuance Expense As part of accounting for the reverse recapitalization, we evaluated the Series 2 Preferred Stock arrangement, and determined that the fair value of the Series 2 Preferred Stock at the time of the transaction of $66.7 million ($4.84 per share) exceeded the implied conversion rate ($3.34 per share) based on a total of 13,787,464 shares of common stock being issued on December 31, 2023 in return for $46 million in proceeds.
Preferred Series 2 - Issuance Expense As part of accounting for the reverse recapitalization in 2023, we evaluated the Series 2 Preferred Stock arrangement, and determined that the fair value of the Series 2 Preferred Stock at the time of the transaction of $66.7 million ($4.84 per share) exceeded the implied conversion rate ($3.34 per share) based on a total of 13,787,464 shares of common stock issued on December 31, 2024 and $4.6 million of dividends paid in kind in return for $46 million in proceeds.
GAAP reported in our consolidated financial statements, for the years ended December 31, 2023 and 2022 (dollars in thousands): For the Years Ended December 31, 2023 2022 % Change Revenues Base rental income $ 8,165 $ 8,345 Management income — 427 Percentage rental income 22,107 20,329 Total revenues 30,272 29,101 4.0% Operating Expenses Property taxes 7,178 6,885 Property operating expense 1,985 2,947 Net Operating Income $ 21,109 $ 19,269 9.5% Reconciliation Net loss (38,238 ) (18,326 ) (Gain) loss on sale of real estate (660 ) 52 PPP loan forgiveness — (328 ) Other income, net (1,179 ) (106 ) Change in fair value of Earn-out Liability (4,065 ) - Interest expense 13,910 12,912 Depreciation and amortization 8,512 8,248 General and administrative 13,160 8,535 Preferred Series 2 - issuance expense 16,101 - Professional fees 1,724 2,690 Organizational, offering and other costs 2,862 5,592 Impairment of real estate assets 8,982 - Net Operating Income $ 21,109 $ 19,269 32 Table of Contents EBITDA and Adjusted EBITDA Earnings Before Interest Expense, Taxes, Depreciation and Amortization (“EBITDA”) reflects net income (loss) excluding the impact of the following items: interest expense, depreciation and amortization, and the provision for income taxes, for all periods presented.
GAAP reported in our consolidated financial statements, for the years ended December 31, 2024 and 2023 (dollars in thousands): For the Year Ended December 31, 2024 2023 % Revenues Managed property revenue 27,848 - Base rental income 6,195 8,165 Percentage rental income 2,965 22,107 Total revenues 37,008 30,272 22.3% Operating expenses Property taxes 7,256 7,178 Property operating expense 7,119 1,985 Net Operating Income $ 22,633 $ 21,109 7.2% Reconciliation Net loss (8,381 ) (38,238 ) Gain on sale of real estate (2,651 ) (660 ) Other income, net (434 ) (1,179 ) Change in fair value of Earn-Out liability (844 ) (4,065 ) Interest expense, net 13,830 13,910 Depreciation and amortization 8,403 8,512 General and administrative 10,794 13,160 Preferred Series 2 - issuance expense — 16,101 Professional fees 1,759 1,724 Organizational, offering and other costs — 2,862 Impairment 157 8,982 Net Operating Income $ 22,633 $ 21,109 Adjusted EBITDA Adjusted Earnings Before Interest Expense, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) reflects net income (loss) excluding the impact of the following items: interest expense, depreciation and amortization, and the provision for income taxes, for all periods presented.
The proceeds from the Merger were then used to fund the $15.0 million paydown of the Revolving Credit Facility, payment of transaction costs, and pay-off of certain of mortgage loans.
The cash provided by financing activities during the year ended December 31, 2023 was primarily attributable to the Merger and the Preferred PIPE Investment. The proceeds from the Merger were then used to fund the $15.0 million paydown of the Revolving Credit Facility, payment of transaction costs, and pay-off of certain of mortgage loans.
As a result, the excess in fair value was treated as non-cash compensation and was recorded as Preferred Series 2 - Issuance Expense on the Consolidated Statements of Operations. Professional Fees Professional fees decreased by approximately $1.0 million during the year ended December 31, 2023 compared to the year ended December 31, 2022.
As a result, the excess in fair value was treated as non-cash compensation and was recorded as Preferred Series 2 issuance expense on the Consolidated Statements of Operations.
Capital Expenditures Existing capital expenditure activities expected to be completed in the near-term for general deferred maintenance are expected to cost approximately $0.3 million.
These lender-required reserves make up the majority of our restricted cash amounts as of December 31, 2024. Capital Expenditures Existing capital expenditure activities expected to be completed in the near-term for general deferred maintenance are expected to cost approximately $0.2 million.
No cash dividend on the Common Stock can be paid until the preferred distributions are paid. 34 Table of Contents As a result of the Merger, our previously outstanding warrant became the Warrant to purchase 2,553,192 shares of our common stock at an exercise price of $7.83 per share, exercisable as of the date of the Closing.
Proceeds from the Line of Credit are used to fund the share repurchase program. Warrants As a result of the Merger, our previously outstanding warrants became warrants to purchase 2,553,192 shares of our common stock at an exercise price of $7.83 per share, exercisable as of the date of the Closing (the “Common Stock Warrants”).
The cash used in investing activities during the year ended December 31, 2022 was primarily attributable to routine and strategic capital expenditures and the acquisition of one parking asset in June 2022. Cash flows from financing activities The cash provided by financing activities during the year ended December 31, 2023 was primarily attributable to the Merger and the PIPE investment.
The cash provided by investing activities during the year ended December 31, 2024 was primarily attributable to proceeds from the sale of three of our parking assets in 2024 partially offset by routine and strategic capital expenditures.
Gain (Loss) on Sale of Real Estate In February 2023 we sold a parking lot located in Wildwood, New Jersey for $1.5 million, resulting in a gain on sale of real estate of approximately $0.7 million. We received net proceeds of approximately $0.3 million after the repayment of the outstanding mortgage loan, interest and transaction costs.
In November 2024, we sold a parking lot located in Indianapolis, Indiana for approximately $4.6 million, resulting in a gain on sale of real estate of approximately $2.7 million. In February 2023, we sold a parking lot located in Wildwood, New Jersey for $1.5 million, resulting in a gain on sale of real estate of approximately $0.7 million.
General and Administrative Expense The $4.6 million increase in General and administrative expenses during the year ended December 31, 2023 compared to December 31, 2022 is primarily attributable to an increase in Equity Based Compensation in 2023 of $5.6 million offset by a decrease in gross wages of $1.0 million.
General and Administrative Expense The $2.4 million decrease in general and administrative expenses during the year ended December 31, 2024 compared to December 31, 2023 is primarily attributable to equity based compensation for certain executive performance units expensed through December 31, 2023 of $4.2 million and the cancellation of executive LTIP Units for $1.4 million in the third quarter of 2023, partially offset by non-cash compensation cost for awards granted in 2024 and an increase in payroll and technology expenses.
While the employment level in the United States has nearly returned to 2019 levels, many companies continue to deploy a work-from-home or hybrid remote strategy for employees. We anticipate that a hybrid work structure for traditional central business district office workers will be the normalized state going-forward.
We anticipate that a hybrid work structure for traditional central business district office workers will be the normalized state going-forward.
For the Year Ended December 31, 2023 2022 $ Change % Change (1) Other Interest expense, net $ (13,910 ) $ (12,912 ) $ (998 ) 7.7 % Gain (loss) on sale of real estate 660 (52 ) 712 NM Other income, net 1,179 106 1,073 NM Change in fair value of Earn-out Liability 4,065 — 4,065 100.0 % PPP loan forgiveness — 328 (328 ) (100.0 )% Total other, net $ (8,006 ) $ (12,530 ) $ 4,524 (36.1 )% (1) Line items that result in a percent change that exceed certain limitations are considered not meaningful (“NM”) and indicated as such.
For the Year Ended December 31, 2024 2023 $ Change % Change (1) Other Interest expense, net $ (13,830 ) $ (13,910 ) $ 80 (0.6 )% Gain on sale of real estate 2,651 660 1,991 NM Other income, net 434 1,179 (745 ) (63.2 )% Change in fair value of Earn-Out liability 844 4,065 (3,221 ) (79.2 )% Total other expense $ (9,901 ) $ (8,006 ) $ (1,895 ) 23.7 % (1) Line items that result in a percent change that exceed certain limitations are considered not meaningful (“NM”) and indicated as such. 38 Table of Contents Interest Expense The decrease in interest expense, net of approximately $0.1 million during the year ended December 31, 2024 compared to the prior year is primarily attributable to the repayment of $9.9 million of mortgage loans in the third quarter of 2023 and the paydowns of $15.0 million and $5.0 million on the Revolving Credit Facility in the third quarter of 2023 and 2024, respectively.
Cash flow activities The following table summarizes our cash flows for the years ended December 31, 2023 and 2022 (dollars in thousands): For the Year Ended December 31, 2023 2022 Net cash provided by (used in) operating activities $ (2,125 ) $ 1,509 Net cash (used in) investing activities $ (346 ) $ (19,442 ) Net cash provided by financing activities $ 8,208 $ 12,211 Cash flows from operating activities The cash used in operating activities for the year ended December 31, 2023 was primarily attributable to payments of deferred offering costs and other Merger-related amounts paid and an increase in cash paid for interest as a result of higher rates during the same comparable period.
Cash flow activities The following table summarizes our cash flows for the years ended December 31, 2024 and 2023 (dollars in thousands): For the Year Ended December 31, 2024 2023 Net cash (used in) operating activities $ (784 ) $ (2,125 ) Net cash provided by (used in) investing activities $ 4,235 $ (346 ) Net cash (used in) provided by financing activities $ (4,343 ) $ 8,208 43 Table of Contents Cash flows from operating activities In 2024, $0.8 million of cash was used in operating activities compared with $2.1 million used in operating activities in 2023, a decrease of $1.3 million.
In September 2022 we sold a parking lot located in Canton, Ohio for $0.7 million, resulting in a loss on sale of real estate of approximately $0.1 million. 31 Table of Contents Other Income, Net The increase in Other Income, Net of approximately $1.1 million during the year ended December 31, 2023 compared to the prior year is primarily attributable to a settlement agreement relating to indemnification expenses entered into in third quarter 2023.
Other Income, Net The decrease in other income, net of approximately $0.7 million during the year ended December 31, 2024 compared to the prior year is primarily attributable to a gain from a settlement agreement entered into on September 6, 2023 partially offset by legal related gains in 2024.
Metropolitan Statistical Areas (“MSAs”), with proximity to key demand drivers, such as commerce, events and venues, government and institutions, hospitality and multifamily central business districts. As of December 31, 2023, we owned 43 parking facilities in 21 separate markets throughout the United States, with a total of approximately 15,700 parking spaces and approximately 5.4 million square feet.
As of December 31, 2024, we owned 40 parking facilities in 20 separate markets throughout the United States, with a total of approximately 15,100 parking spaces and approximately 5.2 million square feet. We also own approximately 0.2 million square feet of commercial space adjacent to our parking facilities.
The cash provided by financing activities during the year ended December 31, 2022 was primarily attributable to proceeds from the Revolving Credit Facility of $73.7 million partially offset by the repayment of $55.1 million of notes payable and loan fees resulting from the Revolving Credit Facility. Critical Accounting Estimates Our accounting estimates have been established in conformity with U.S. GAAP.
The cash used in financing activities during the year ended December 31, 2024 was primarily attributable to the proceeds from the Line of Credit, refinancing of the Revolving Credit Facility and certain notes payable and related loan fees, as well as distribution and redemption payments on the Series 1 Preferred Stock and Series A Preferred Stock.
We have not established any limit on the extent to which distributions could be funded from these other sources. We are currently accruing dividends in accordance with the terms of the Series A Preferred Stock and Series 1 Preferred Stock.
We have not established any limit on the extent to which distributions could be funded from these other sources. Share repurchase program In September 2024, the Board authorized a share repurchase program of up to $10 million of shares of our outstanding common stock. Repurchases may be made from time to time through open-market purchases or privately negotiated transactions.
For the Year Ended December 31, 2023 2022 $ Change % Change Operating expenses Property taxes $ 7,178 $ 6,885 $ 293 4.3 % Property operating expense 1,985 2,947 (962 ) (32.6 )% Depreciation and amortization 8,512 8,248 264 3.2 % General and administrative 13,160 8,535 4,625 54.2 % Preferred Series 2 - issuance expense 16,101 — 16,101 100.0 % Professional fees 1,724 2,690 (966 ) (35.9 )% Organizational, offering and other costs 2,862 5,592 (2,730 ) (48.8 )% Impairment 8,982 — 8,982 100.0 % Total operating expenses $ 60,504 $ 34,897 $ 25,607 73.4 % Property Operating Expense The $1.0 million decrease in Property Operating Expense is primarily related to professional services related to engineering surveys and other operating expenses in 2022 attributable to the five properties acquired during 2021 and one property acquired during the second quarter of 2022.
For the Year Ended December 31, 2024 2023 $ Change % Change (1) Operating expenses Property taxes $ 7,256 $ 7,178 $ 78 1.1 % Property operating expense 7,119 1,985 5,134 NM Depreciation and amortization 8,403 8,512 (109 ) (1.3 )% General and administrative 10,794 13,160 (2,366 ) (18.0 )% Preferred Series 2 - issuance expense — 16,101 (16,101 ) (100.0 )% Professional fees 1,759 1,724 35 2.0 % Organizational, offering and other costs — 2,862 (2,862 ) (100.0 )% Impairment 157 8,982 (8,825 ) (98.3 )% Total expenses $ 35,488 $ 60,504 $ (25,016 ) (41.3 )% (1) Line items that result in a percent change that exceed certain limitations are considered not meaningful (“NM”) and indicated as such. 37 Table of Contents Property Operating Expense The increase in property operating expense for the year ended December 31, 2024 compared to the same period in 2023 is due primarily to 29 of our 40 assets converting to management contracts in 2024, as noted above.
Results of Operations for the Years Ended December 31, 2023 and 2022 (dollars in thousands) For the Year Ended December 31, 2023 2022 $ Change % Change Revenues Base rental income $ 8,165 $ 8,345 $ (180 ) (2.2 )% Management income — 427 (427 ) (100.0 )% Percentage rental income 22,107 20,329 1,778 8.7 % Total revenues $ 30,272 $ 29,101 $ 1,171 4.0 % Total Revenues The increase in total revenues for 2023 compared to 2022 is due primarily to the acquisition of one parking asset in Oklahoma City in the second quarter of 2022, increased contract parking and additional demand for event parking, specifically in markets with sporting events, theatres, festivals, and other gatherings, partially offset by changes in lease structures resulting in lower base rental and management income as well as the sale of one parking asset in the first quarter of 2023.
Results of Operations for the Years Ended December 31, 2024 and 2023 (dollars in thousands) For the Year Ended December 31, 2024 2023 $ Change % Change Revenues Managed property revenue $ 27,848 $ — $ 27,848 100.0 % Base rental income 6,195 8,165 (1,970 ) (24.1 )% Percentage rental income 2,965 22,107 (19,142 ) (86.6 )% Total revenues $ 37,008 $ 30,272 $ 6,736 22.3 % Total Revenues The increase in total revenues for 2024 compared to 2023 is due primarily to 29 of our 40 assets converting to management contracts in 2024, as noted above.
We also may sell properties that we own or place mortgages on properties that we own to raise capital. .
Our principal source of funds will be rental income and managed property revenue at our parking facilities as well as existing cash on hand and the Line of Credit. We also may sell properties that we own or place mortgages on properties that we own to raise capital.
Removed
We also own approximately 0.2 million square feet of commercial space adjacent to our parking facilities. Consummation of the Merger On the Closing Date, we consummated the Merger and the other transactions contemplated by the Merger Agreement. Additionally, on the Closing Date, the Conversion was consummated by which the Operating Partnership converted into the Operating Company.
Added
We target both parking garage and surface lot properties primarily in top 50 MSAs with proximity to key demand drivers, such as commerce, events and venues, government and institutions, hospitality and multifamily central business districts.
Removed
Finally, on the Closing Date, we consummated the Preferred PIPE Financing, pursuant to which the Preferred PIPE Investors purchased a total of 46,000 shares of Series 2 Preferred Stock at $1,000 per share for an aggregate purchase price of $46,000,000.
Added
Our intent is to convert the remaining assets to asset management contracts by the end of 2027. Same Location RevPAS Revenue Per Available Stall (“RevPAS”) is used to evaluate parking operations and performance.
Removed
On December 31, 2023, the Series 2 Preferred Stock converted into 13,787,462 shares of Common Stock inclusive of 1,253,404 shares of Common Stock issued to the Preferred PIPE Investors upon the conversion of dividends.
Added
RevPAS is defined as average monthly Parking Revenue (managed property revenue less related sales tax and credit card fees) divided by the parking stalls in the locations the Parking Revenue was earned. Parking Revenue does not include Billboard or Commercial Rent, or revenue from locations that are under Lease Agreements.
Removed
Our intent is to convert the remaining assets to asset management contracts by the end of 2027, with additional assets expected to be converted in 2024. 29 Table of Contents The conversion to asset management contracts will impact the comparability of operating results in future periods as we expect to recognize additional revenue because our operators will no longer share in the revenue and certain expenses that were paid by the operators will now be recognized by us.
Added
Parking Revenue is a meaningful component of revenue that is used to judge the performance of locations and the ability to manage each location. We believe RevPAS is a meaningful indicator of our performance because it measures the period-over-period change in revenues for comparable locations.
Removed
The decrease was primarily due to consulting costs related to valuation, tax, and accounting services needed in 2022 that were non-recurring items in 2023.
Added
Parking Revenue should not be viewed as an alternative measure of our financial performance as it does not reflect all components of revenue, which may be material.
Removed
Organizational, Offering and Other C osts In May 2022, Legacy MIC entered into an Agreement and Plan of Merger (the “MIT Merger Agreement”) by and between Legacy MIC and Mobile Infrastructure Trust, a Maryland real estate investment trust (“MIT”).
Added
Same location RevPAS represents Parking Revenue at our assets under management agreements prior to the second quarter of 2024 with the exception of two assets where we do not have sufficient historical data to calculate RevPAS.
Removed
Pursuant to the terms of the MIT Merger Agreement, Legacy MIC would merge with and into MIT, with MIT continuing as the surviving entity resulting from the transaction. Prior to and as a condition to the merger with MIT, MIT expected to undertake an initial public offering of its common shares of beneficial interest.
Added
We believe same location RevPAS is a key performance measure that allows for review of fluctuations in revenue without the impact of portfolio transaction or changes in revenue structure. Average monthly same location RevPAS for 2024 was $209.24 per month.
Removed
Also, in March 2022, Legacy MIC had entered into an agreement with MIT, requiring Legacy MIC to be allocated, bear and (where practicable) pay directly certain costs and expenses related to the merger with MIT. In connection with the execution of the Merger Agreement with FWAC, the MIT Merger Agreement and the cost allocation agreement with MIT were terminated.
Added
The change to management contracts results in us recognizing revenue from all parking transactions at those locations. Under the previous lease agreements, we only received a portion of the revenue after a certain threshold was reached.
Removed
The $2.7 million decrease in Organizational, Offering and Other Costs during 2023 compared to 2022 is due to the termination of the MIT Merger Agreement and other transactions primarily attributable to legal and accounting fees.
Added
The change to management contracts results in higher reflected operating expenses as revenues under the previous lease agreements were calculated based on collections reduced by certain costs, whereas these costs are now recorded as property operating expense under management contracts.
Removed
Interest Expense The increase in Interest expense, net of approximately $1.0 million during the year ended December 31, 2023 compared to the prior year is primarily attributable to increases in interest rates on the Revolving Credit Facility compared to the prior year partially offset by the repayment of $9.9 million of mortgage loans and the paydown of $15.0 million on the Revolving Credit Facility.
Added
Impairment During the year ended December 31, 2024, we impaired approximately $0.2 million of our real estate assets as a result of a planned disposition of a property.
Removed
PPP loan forgiveness During May 2021, the Company received notification from the U.S. Small Business Administration ("SBA") stating that the first-round paycheck protection program loan was forgiven in full in the amount of $348,000.
Added
This was partially offset by interest expense on the Line of Credit entered into in the third quarter of 2024 and the refinancing of the Revolving Credit Facility with the 2034 CMBS Loan in December 2024.
Removed
During April 2022, the Company received notification from the SBA stating that the second-round paycheck protection program loan was forgiven in full in the amount of $328,000. The forgiveness of these loans was recognized in the consolidated statements of operations in the month they were forgiven.
Added
Gain (Loss) on Sale of Real Estate In February 2024, we disposed of our Cincinnati Race Street location for $3.15 million, resulting in a loss on sale of real estate of approximately $0.1 million. In July 2024, we sold one parking lot in Clarksburg, West Virginia for approximately $0.5 million, resulting in an immaterial loss on sale of real estate.
Removed
The following table presents our NOI as well as a reconciliation of NOI to Net Loss, the most directly comparable financial measure under U.S.
Added
We received net proceeds of approximately $0.3 million after the repayment of the outstanding mortgage loan, interest and transaction costs.
Removed
We use EBITDA and Adjusted EBITDA as measures of operating performance which allow us to compare earnings and evaluate debt leverage and fixed cost coverage.
Added
Debt We have $29.9 million of debt due within twelve months of the date of the filing of this Annual Report which is comprised of $27.2 million related to the Line of Credit and $2.7 million of notes payable.
Removed
Debt During 2022 and 2023, and subsequent to December 31, 2023, we have taken steps to both extend and ladder maturities in our debt profile, including: ● In March 2022 we entered into the Credit Agreement, and established a $75.0 million revolving credit facility (the “Revolving Credit Facility”).
Added
We do not currently have sufficient cash on hand, liquidity or projected future cash flows to repay these outstanding amounts and interest due upon maturity. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. 41 Table of Contents We are currently analyzing alternatives in order to satisfy these debt maturities.
Removed
During 2022, we used $73.7 million of available capacity to refinance certain of our current loans for various properties and to finance the acquisition of a parking garage in June 2022. ● In November 2022 we amended the Credit Agreement to extend the maturity of the Credit Agreement to April 1, 2024 and amended certain financial covenants through the new term. ● As of December 31, 2022, we were not in compliance with all applicable financial covenants under the Credit Agreement, resulting in certain events of default.
Added
We plan to refinance the Line of Credit and note payable prior to their maturities. However, as refinancing is outside of our control, we plan to sell real estate assets as needed to satisfy the obligations. Management has determined it is probable that it will be able to successfully implement these plans.
Removed
Subsequently, we entered into the Second Amendment to the Credit Agreement, which resulted in, among other things, a waiver of all existing events of defaults, certain modifications to the financial covenants and a decrease of available credit from $75.0 million to $58.7 million; and ● In September 2023, we paid approximately $9.9 million to Vestin Realty Mortgage II, Inc.
Added
As such, we have concluded that these plans alleviate substantial doubt about the Company’s ability to continue as a going concern. During 2023 and 2024, we have taken steps to both extend and ladder maturities in our debt profile, including: • In September 2023, we paid approximately $9.9 million to Vestin Realty Mortgage II, Inc.
Removed
In March 2024, we executed the Third Amendment to the Credit Agreement, which provided extension options through June 2025 with increased interest rate spreads above SOFR at each extension. We executed one of these options, which extends the maturity through October 2024. Exercising an option following that maturity date would result in an interest rate spread above SOFR of 3.5%.

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